OMB APPROVAL
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
FORM 3 Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934,
Section 17(a) of the Public Utility Holding Company Act of 1935 or Section
30(f) of the Investment Company Act of 1940
1. Name and Address of Blackstone CCC Capital Partners L.P.
Reporting Person* (Last) (First) (Middle)
c/o Blackstone Management Associates
III L.L.C.
345 Park Avenue, 31st Floor
(Street)
New York NY 10154
(City) (State) (Zip)
2. Date of Event Requiring 1/7/99
Statement (Month/Day/Year)
3. IRS or Social Security
Number of Reporting Person
(Voluntary)
4. Issuer Name and Ticker or Centennial Cellular Corp. Symbol: CYCLD
Trading Symbol
SEC 1473 (7-96)
<PAGE>
<PAGE>
FORM 3 (continued)
5. Relationship of Reporting Director X 10% Owner
Person(s) to Issuer Officer (give Other (specify
(Check all applicable) title below)
below)
6. If Amendment, Date of
Original (Month/Day/Year)
7. Individual or Joint/Group Form filed by One Reporting Person
Filing (Check Applicable X Form filed by More than One Reporting
Line) Person
SEC 1473 (7-96)
<PAGE>
<PAGE>
FORM 3 (continued)
Table I -- Non-Derivative Securities Beneficially Owned
1. Title of Security Common Stock
(Instr. 4)
2. Amount of Securities 2,490,358(1)
Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) D
or Indirect (I) (Instr. 5)
4. Nature of Indirect
Beneficial Ownership
(Instr. 5)
1. Title of Security Common Stock
(Instr. 4)
2. Amount of Securities 452,055(2)
Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) D
or Indirect (I) (Instr. 5)
4. Nature of Indirect
Beneficial Ownership
(Instr. 5)
SEC 1473 (7-96)
<PAGE>
<PAGE>
FORM 3 (continued)
1. Title of Security Common Stock
(Instr. 4)
2. Amount of Securities 187,814(3)
Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) D
or Indirect (I) (Instr. 5)
4. Nature of Indirect
Beneficial Ownership
(Instr. 5)
Reminder: Report on a separate line for each class of securities
beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction
5(b)(v).
Potential persons who are to respond to the collection of information
contained in this form are not required to respond unless the form displays
a currently valid OMB control number.
SEC 1473 (7-96)
<PAGE>
<PAGE>
FORM 3 (continued)
Table II -- Derivative Securities Beneficially Owned (e.g., puts, calls,
warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date Date Exercisable Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Title Amount or
Underlying Derivative Security Number of
(Instr. 4) Shares
4. Conversion or Exercise Price of Derivative Security
5. Ownership Form of Derivative Security: Direct (D) or
Indirect (I) (Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
/s/ Mark T. Gallogly 1/19/99
------------------------------- ---------------------
**Signature of Reporting Person Date
Explanation of Responses:
(1) These securities are owned solely by Blackstone CCC Capital Partners
L.P., who is a member of a "group" with Blackstone CCC Offshore
Capital Partners L.P. and Blackstone Family Investment Partnership
III L.P. for purposes of Section 13(d) of the Exchange Act. Does
not reflect the 3 for 1 stock split, effective January 13, 1999.
(2) These Securities are owned solely by Blackstone CCC Offshore Capital
Partners L.P. Does not reflect the 3 for 1 stock split, effective
January 13, 1999.
SEC 1473 (7-96)
<PAGE>
<PAGE>
FORM 3 (continued)
(3) These Securities are owned solely by Blackstone Family Investment
Partnership III L.P. Does not reflect the 3 for 1 stock split,
effective January 13, 1999.
** Intentional misstatements or omissions of facts constitute Federal
Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed.
If space provided is insufficient, See Instruction 6 for procedure.
Potential persons who are to respond to the collection of information
contained in this form are not required to respond unless the form displays a
currently valid OMB control number.
SEC 1473 (7-96)
<PAGE>
<PAGE>
Joint Filer Information
Name: Blackstone CCC Offshore Capital
Partners L.P.
Address: c/o Blackstone Management Associates
III L.L.C.
345 Park Avenue
New York, NY 10154
Designated Filer: Blackstone CCC Capital Partners L.P.
Issuer & Ticker Symbol: Centennial Cellular Corp. (CYCLD)
Date of Event Requiring Statement: 1/7/99
Signature: S/ Blackstone CCC Offshore Capital
Partners L.P.
SEC 1473 (7-96)
<PAGE>
<PAGE>
Attachment to Form 3
Joint Filer Information
Name: Blackstone Family Investment Partnership
III L.P.
Address: c/o Blackstone Management Associates
III L.L.C.
345 Park Avenue
New York, NY 10154
Designated Filer: Blackstone CCC Capital Partners L.P.
Issuer & Ticker Symbol: Centennial Cellular Corp. (CYCLD)
Date of Event Requiring Statement: 1/7/99
Signature: S/ Blackstone Family Investment
Partnership III L.P.
SEC 1473 (7-96)
<PAGE>
OMB APPROVAL
OMB Number: 3235-0104
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Estimated average burden hours per
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U.S. SECURITIES AND EXCHANGE COMMISSION
FORM 3 Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934,
Section 17(a) of the Public Utility Holding Company Act of 1935 or Section
30(f) of the Investment Company Act of 1940
1. Name and Address of Schwarzman Stephen A.
Reporting Person* (Last) (First) (Middle)
c/o Blackstone Management Associates III
L.L.C.
345 Park Avenue, 31st Floor
(Street)
New York NY 10154
(City) (State) (Zip)
2. Date of Event Requiring 1/7/99
Statement (Month/Day/Year)
3. IRS or Social Security
Number of Reporting Person
(Voluntary)
4. Issuer Name and Ticker or Centennial Cellular Corp. Symbol: CYCLD
Trading Symbol
SEC 1473 (7-96)
<PAGE>
<PAGE>
FORM 3 (continued)
5. Relationship of Reporting ____ Director X 10% Owner
___
Person to Issuer ____ Officer (give ___ Other (specify
(Check all applicable) title below) below)
6. If Amendment, Date of
Original (Month/Day/Year)
7. Individual or Joint/Group Form filed by One Reporting Person
____
Filing X Form filed by More than One
-----
Reporting Person
SEC 1473 (7-96)
<PAGE>
<PAGE>
FORM 3 (continued)
Table I -- Non-Derivative Securities Beneficially Owned
1. Title of Security Common Stock
(Instr. 4)
2. Amount of Securities 3,120,227(1)(2)
Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct I
(D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect See Attachment
Beneficial Ownership
(Instr. 5)
Reminder: Report on a separate line for each class of securities
beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction
5(b)(v).
Potential persons who are to respond to the collection of information
contained in this form are not required to respond unless the form
displays a currently valid OMB control number.
SEC 1473 (7-96)
<PAGE>
<PAGE>
FORM 3 (continued)
Table II -- Derivative Securities Beneficially Owned (e.g., puts, calls,
warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying
Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security
5. Ownership Form of Derivative Security: Direct (D) or
Indirect (I) (Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Explanation of Responses:
/s/ Mark T. Gallogly 1/19/99
-------------------------------- ----------------------
**Signature of Reporting Person Date
Attorney-in-fact
SEC 1473 (7-96)
<PAGE>
<PAGE>
FORM 3 (continued)
(1) The reporting person disclaims beneficial ownership of these securities,
and this report shall not be deemed an admission that the reporting
person is the beneficial owner of such securities for purposes of
Section 16 or for any other purpose.
(2) Does not reflect the 3 for 1 stock split, effective January 13, 1999.
** Intentional misstatements or omissions of facts constitute Federal
Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually
signed. If space provided is insufficient, See Instruction 6 for
procedure.
Potential persons who are to respond to the collection of information
contained in this form are not required to respond unless the form displays a
currently valid OMB control number.
SEC 1473 (7-96)
<PAGE>
<PAGE>
FORM 3 (continued)
Attachment to Form 3
Reporting Person: Stephen A. Schwarzman
Address: c/o Blackstone Management
Associates III L.L.C.
345 Park Avenue
New York, NY 10154
Issuer & Ticker Symbol: Centennial Cellular Corp. (CYCLD)
Date of Event Requiring Statement: 1/7/99
As one of the founding members of Blackstone Management Associates III L.L.C.
("BMA III") which is the sole general partner of Blackstone CCC Capital
Partners L.P. and Blackstone Family Investment Partnership III L.P. and the
sole investment general partner of Blackstone CCC Offshore Capital Partners
L.P. (collectively, the "Partnerships"), the Reporting Person may be deemed,
for purposes of Section 16 of the Securities and Exchange Act of 1934, as
amended (the "Act"), to be the beneficial owner of shares of the Common Stock
beneficially owned by the Partnerships and therefore may be deemed to be a
"ten percent beneficial owner" for purposes of Section 16 of the Act and to
have an indirect pecuniary interest in a portion of such shares.
SEC 1473 (7-96)
<PAGE>
OMB APPROVAL
OMB Number: 3235-0104
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Estimated average burden
hours per response . . . . . . . . 0.5
U.S. SECURITIES AND EXCHANGE COMMISSION
FORM 3 Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
Filed pursuant to Section 16(a) of the Securities Exchange Act
of 1934, Section 17(a) of the Public Utility Holding Company Act
of 1935 or Section 30(f) of the Investment Company Act of 1940
(Print or Type Responses)
1. Name and Address of Peterson Peter G.
Reporting Person* (Last) (First) (Middle)
c/o Blackstone Management Associates III L.L.C.
345 Park Avenue
(Street)
New York NY 10154
(City) (State) (Zip)
2. Date of Event
Requiring Statement
(Month/Day/Year) 1/7/99
3. IRS or Social
Security Number of
Reporting Person
(Voluntary)
4. Issuer Name and Centennial Cellular Corp. Symbol: CYCLD
Ticker or Trading
Symbol
Page 1 of 6
<PAGE>
<PAGE>
5. Relationship of Director X 10% Owner
Reporting Person(s) Officer (give Other (specify
Issuer title below) below)
(Check all
applicable)
6. If Amendment, Date of
Original
(Month/Day/Year)
7. Individual or Form filed by One Reporting Person
Joint/Group Filing X Form filed by More than One Reporting
(Check Applicable Person
Line)
Page 2 of 6
<PAGE>
<PAGE>
FORM 3 (continued)
Table I -- Non-Derivative Securities Beneficially Owned
1. Title of Security Common Stock
(Instr. 4)
2. Amount of Securities 3,130,227 (1)(2)
Beneficially Owned
(Instr. 4)
3. Ownership Form: I
Direct (D) or
Indirect (I) (Instr.
5)
4. Nature of Indirect See Attachment
Beneficial Ownership
(Instr. 5)
Reminder: Report on a separate line for each class of securities
beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person. See Instruction
5(b)(v).
Potential persons who are to respond to the collection of information
contained in this form are not required to respond unless the form
displays a currently valid OMB control number.
(Over)
SEC 1473 (7-96)
Page 3 of 6
<PAGE>
<PAGE>
FORM 3 (continued)
Table II -- Derivative Securities Beneficially Owned (e.g., puts, calls,
warrants, options, convertible securities)
1. Title of Derivative
Security
(Instr. 4)
2. Date Exercisable and Date Exercisable Expiration Date
Expiration Date
(Month/Day/Year)
3. Title and Amount of Title Amount or Number
Securities Underlying of Shares
Derivative Security
(Instr. 4)
4. Conversion or
Exercise Price of
Derivative Security
5. Ownership Form of
Derivative Security:
Direct (D) or
Indirect (I)
(Instr. 5)
6. Nature of Indirect
Beneficial Ownership
(Instr. 5)
/s/Mark T. Gallogly 1/19/99
_______________________________ ______________
**Signature of Reporting Person Date
Attorney-in-fact
Page 4 of 6
<PAGE>
<PAGE>
Explanation of Responses:
(1) The reporting person disclaims beneficial ownership of these securities,
and this report shall not be deemed an admission that the reporting
person is the beneficial owner of such securities for purposes of Section
16 or for any other purpose.
(2) Does not reflect the 3 for 1 stock split, effective January 13, 1999.
** Intentional misstatements or omissions of facts constitute Federal
Criminal Violations.
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed.
If space provided is insufficient, See Instruction 6 for procedure.
Potential persons who are to respond to the collection of information
contained in this form are not required to respond unless the form displays a
currently valid OMB Number.
SEC 1473 (7-96)
Page 5 of 6
<PAGE>
<PAGE>
FORM 3 (continued)
Attachment to Form 3
Reporting Person: Peter G. Peterson
Address: c/o Blackstone Management Associates III L.L.C.
345 Park Avenue
New York, NY 10154
Issuer & Ticker Symbol: Centennial Cellular Corp. (CYCLD)
Date of Event Requiring Statement: 1/7/99
As one of the founding members of Blackstone Management Associates III L.L.C.
("BMA III") which is the sole general partner of Blackstone CCC Capital
Partners L.P. and Blackstone Family Investment Partnership III L.P. and the
sole investment general partner of Blackstone CCC Offshore Capital Partners
L.P. (collectively, the "Partnerships"), the Reporting Person may be deemed,
for purposes of Section 16 of the Securities and Exchange Act of 1934, as
amended (the "Act"), to be the beneficial owner of shares of the Common Stock
beneficially owned by the Partnerships and therefore may be deemed to be a
"ten percent beneficial owner" for purposes of Section 16 of the Act and to
have an indirect pecuniary interest in a portion of such shares.
Page 6 of 6
<PAGE>
OMB APPROVAL
OMB Number: 3235-0104
Expires: September 30, 1998
Estimated average burden
hours per response . . . . . . . . 0.5
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
FORM 3 Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
Filed pursuant to Section 16(a) of the Securities Exchange Act
of 1934, Section 17(a) of the Public Utility Holding Company Act
of 1935 or Section 30(f) of the Investment Company Act of 1940
(Print or Type Responses)
1. Name and Address of Blackstone Management Associates III L.L.C.
Reporting Person* (Last) (First) (Middle)
c/o Blackstone Management Associates III L.L.C.
345 Park Avenue, 31st Floor
(Street)
New York, NY 10154
(City) (State) (Zip)
2. Date of Event 1/7/99
Requiring Statement
(Month/Day/Year)
3. IRS or Social Security
Number of Reporting
Person (Voluntary)
4. Issuer Name and Ticker Centennial Cellular Corp. Symbol: CYCLD
or Trading Symbol
5. Relationship of Director X 10% Owner
Reporting Person(s) to Officer (give Other (specify
Issuer title below) below)
(Check all
applicable)
Page 1 of 6<PAGE>
<PAGE>
6. If Amendment, Date of
Original
(Month/Day/Year)
7. Individual or Form filed by One Reporting Person
Joint/Group Filing X Form filed by More than One Reporting
(Check Applicable Person
Line)
Page 2 of 6
<PAGE>
<PAGE>
FORM 3 (continued)
Table I -- Non-Derivative Securities Beneficially Owned
1. Title of Security Common Stock
(Instr. 4)
2. Amount of Securities 3,130,227 (1)
Beneficially Owned
(Instr. 4)
3. Ownership Form: I
Direct (D) or Indirect
(I) (Instr. 5)
4. Nature of Indirect See attachment
Beneficial Ownership
(Instr. 5)
Reminder: Report on a separate line for each class of securities
beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction
5(b)(v).
(1) The reporting person disclaims beneficial ownership of these
securities except to the extent of its pecuniary interest.
Potential persons who are to respond to the collection of information
contained in this form are not required to respond unless the form
displays a currently valid OMB control number.
(Over)
SEC 1473 (7-96)
Page 3 of 6
<PAGE>
<PAGE>
Table II -- Derivative Securities Beneficially Owned (e.g., puts, calls,
warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Date Exercisable Expiration Date
Expiration Date
(Month/Day/Year)
3. Title and Amount of Title Amount or
Securities Underlying Number of
Derivative Security Shares
(Instr. 4)
4. Conversion or Exercise Price
of Derivative Security
5. Ownership Form of Derivative
Security: Direct (D) or
Indirect (I)
(Instr. 5)
6. Nature of Indirect
Beneficial Ownership
(Instr. 5)
/s/Mark T. Gallogly 1/19/99
_______________________________ ______________
**Signature of Reporting Person Date
Explanation of Responses:
(1) Does not reflect the 3 for 1 stock split, effective January 13, 1999.
** Intentional misstatements or omissions of facts constitute Federal
Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually
signed. If space provided is insufficient, See Instruction 6 for
procedure.
Page 4 of 6
<PAGE>
<PAGE>
Potential persons who are to respond to the collection of information
contained in this form are not required to respond unless the form displays a
currently valid OMB Number.
SEC 1473 (7-96)
Page 5 of 6
<PAGE>
<PAGE>
FORM 3 (continued)
Attachment to Form 3
Reporting Person: Blackstone Management Associates III L.L.C.
Address: 345 Park Avenue, 31st Floor
New York, NY 10154
Issuer and Ticker Symbol: Centennial Cellular Corp. (CYCLD)
Date of Event Requiring Statement: 1/7/99
As the sole general partner of each of Blackstone CCC Capital Partners L.P.
and Blackstone Family Investment Partnership III L.P. and the sole investment
general partner of Blackstone CCC Offshore Capital Partners L.P.
(collectively, the "Partnerships"), the Reporting Person may be deemed, for
purposes of Section 16 of the Securities and Exchange Act of 1934, as amended
(the "Act"), to be the beneficial owner of shares of the Common Stock held by
the Partnerships and therefore may be deemed to be a "ten percent beneficial
owner" for purposes of Section 16 of the Act and to have an indirect
pecuniary interest in a portion of such shares.
SEC 1473 (7-96)
Page 6 of 6
<PAGE>
OMB APPROVAL
OMB Number: 3235-0104
Expires: September 30, 1998
Estimated average burden
hours per response . . . . . . . . 0.5
U.S. SECURITIES AND EXCHANGE COMMISSION
FORM 3 Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
Filed pursuant to Section 16(a) of the Securities Exchange Act
of 1934, Section 17(a) of the Public Utility Holding Company Act
of 1935 or Section 30(f) of the Investment Company Act of 1940
(Print or Type Responses)
1. Name and Address of Gallogly Mark T.
Reporting Person* (Last) (First) (Middle)
c/o Blackstone Management Associates III L.L.C.
345 Park Avenue
(Street)
New York NY 10154
(City) (State) (Zip)
2. Date of Event
Requiring Statement
(Month/Day/Year) 1/7/99
3. IRS or Social Security
Number of Reporting
Person (Voluntary)
4. Issuer Name and Ticker Centennial Cellular Corp. Symbol: CYCLD
or Trading Symbol
5. Relationship of X Director X 10% Owner
Reporting Person(s) Officer (give Other (specify
Issuer title below) below)
(Check all
applicable)
Page 1 of 6
<PAGE>
<PAGE>
6. If Amendment, Date of
Original
(Month/Day/Year)
7. Individual or Form filed by One Reporting Person
Joint/Group Filing X Form filed by More than One Reporting
(Check Applicable Person
Line)
Page 2 of 6
<PAGE>
<PAGE>
FORM 3 (continued)
Table I -- Non-Derivative Securities Beneficially Owned
1. Title of Security Common Stock
(Instr. 4)
2. Amount of Securities 3,130,227 (1)(2)
Beneficially Owned
(Instr. 4)
3. Ownership Form: I
Direct (D) or Indirect
(I) (Instr. 5)
4. Nature of Indirect See Attachment
Beneficial Ownership
(Instr. 5)
Reminder: Report on a separate line for each class of securities
beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person. See Instruction
5(b)(v).
Potential persons who are to respond to the collection of information
contained in this form are not required to respond unless the form
displays a currently valid OMB control number.
(Over)
SEC 1473 (7-96)
Page 3 of 6
<PAGE>
<PAGE>
Table II -- Derivative Securities Beneficially Owned (e.g., puts, calls,
warrants, options, convertible securities)
1. Title of Derivative
Security
(Instr. 4)
2. Date Exercisable and Date Exercisable Expiration Date
Expiration Date
(Month/Day/Year)
3. Title and Amount of Title Amount or
Securities Underlying Number of
Derivative Security Shares
(Instr. 4)
4. Conversion or Exercise
Price of Derivative
Security
5. Ownership Form of
Derivative Security:
Direct (D) or
Indirect (I)
(Instr. 5)
6. Nature of Indirect
Beneficial Ownership
(Instr. 5)
/s/Mark T. Gallogly 1/19/99
_______________________________ ______________
**Signature of Reporting Person Date
Page 4 of 6
<PAGE>
<PAGE>
Explanation of Responses:
(1) The reporting person disclaims beneficial ownership of these securities,
and this report shall not be deemed an admission that the reporting
person is the beneficial owner of such securities for purposes of Section
16 or for any other purpose.
(2) Does not reflect the 3 for 1 stock split, effective January 13, 1999.
** Intentional misstatements or omissions of facts constitute Federal
Criminal Violations.
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed.
If space provided is insufficient, See Instruction 6 for procedure.
Potential persons who are to respond to the collection of information
contained in this form are not required to respond unless the form displays a
currently valid OMB Number.
SEC 1473 (7-96)
Page 5 of 6
<PAGE>
<PAGE>
FORM 3 (continued)
Attachment to Form 3
Reporting Person: Mark T. Gallogly
Address: c/o Blackstone Management Associates III L.L.C.
345 Park Avenue, 31st Floor
New York, NY 10154
Issuer & Ticker Symbol: Centennial Cellular Corp. (CYCLD)
Date of Event Requiring Statement: 1/7/99
As one of the members of Blackstone Management Associates III L.L.C. ("BMA
III") which is the sole general partner of Blackstone CCC Capital Partners
L.P. and Blackstone Family Investment Partnership III L.P. and the sole
investment general partner of Blackstone CCC Offshore Capital Partners L.P.
(collectively, the "Partnerships"), the Reporting Person has an indirect
pecuniary interest in a portion of the Common Stock. The number of shares
reported includes shares in excess of the Reporting Person's actual pecuniary
interest in the equity securities of the Issuer.
Page 6 of 6
<PAGE>
OMB APPROVAL
OMB Number: 3235-0104
Expires: September 30, 1998
Estimated average burden hours per
response . . . . . . . . . . . . . 0.5
U.S. SECURITIES AND EXCHANGE COMMISSION
FORM 3 Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934,
Section 17(a) of the Public Utility Holding Company Act of 1935 or Section
30(f) of the Investment Company Act of 1940
1. Name and Address of Guffey Lawrence H.
Reporting Person* (Last) (First) (Middle)
c/o Blackstone Management Associates III
L.L.C.
345 Park Avenue, 31st Floor
(Street)
New York NY 10154
(City) (State) (Zip)
2. Date of Event Requiring 1/7/99
Statement (Month/Day/Year)
3. IRS or Social Security
Number of Reporting Person
(Voluntary)
4. Issuer Name and Ticker or Centennial Cellular Corp. Symbol: CYCLD
Trading Symbol
SEC 1473 (7-96)
<PAGE>
<PAGE>
FORM 3 (continued
5. Relationship of Reporting X Director 10% Owner
Person to Issuer Officer (give ___ Other (specify
(Check all applicable) title below) below)
6. If Amendment, Date of
Original (Month/Day/Year)
7. Individual or Joint/Group Form filed by One Reporting Person
Filing X Form filed by More than One
Reporting Person
SEC 1473 (7-96)
<PAGE>
<PAGE>
FORM 3 (continued)
Table I -- Non-Derivative Securities Beneficially Owned
1. Title of Security Common Stock
(Instr. 4)
2. Amount of Securities 0
Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) N/A
or Indirect (I) (Instr. 5)
4. Nature of Indirect
Beneficial Ownership
(Instr. 5)
Reminder: Report on a separate line for each class of securities
beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction
5(b)(v)
Potential persons who are to respond to the collection of information
contained in this form are not required to respond unless the form
displays a currently valid OMB control number.
SEC 1473 (7-96)
<PAGE>
<PAGE>
FORM 3 (continued)
Table II -- Derivative Securities Beneficially Owned (e.g., puts, calls,
warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying
Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security
5. Ownership Form of Derivative Security: Direct (D) or
Indirect (I) (Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Explanation of Responses:
/s/ Lawrence H. Guffey 1/19/99
------------------------------- ------------------------
**Signature of Reporting Person Date
** Intentional misstatements or omissions of facts constitute Federal
Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually
signed. If space provided is insufficient, See Instruction 6 for
procedure.
Potential persons who are to respond to the collection of information
contained in this form are not required to respond unless the form displays a
currently valid OMB control number.
SEC 1473 (7-96)
