Page 1 of 7 Pages
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.2)*
Cellular Communications of Puerto Rico, Inc.
-----------------------------------------------------
(Name of Issuer)
Common Stock
-----------------------------------------------------
(Title of Class of Securities)
150919108
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(CUSIP Number)
Linda S. Martinson, Esq. (212) 583-2000
767 Fifth Avenue, 24th Floor, New York, NY 10153
-----------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 29, 1996
-----------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with this statement [ ].
(A fee is not required only if the filing person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
SEC 1746 (12-91)<PAGE>
<PAGE>
Schedule 13D Amendment No. 2(continued)
CUSIP No. 150919108 Page 2 of 7 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Ronald Baron
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS
2(C) OR 2(E) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 129,000
BENEFICIALLY --------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 1,198,500
REPORTING --------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 129,000
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,198,500
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,327,500
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.4%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE>
Page 3 of 7 Pages
Item 1. Security and Issuer
(a) Name of Issuer:
Cellular Communication of Puerto Rico, Inc.
(b) Address of Issuer's Principal Executive Offices:
110 East 59th Street
New York, NY 10022
(c) Title and Class of Securities:
Common Stock
Item 2. Identity and Background
(a) Name:
Ronald Baron
(b) Business Address:
767 Fifth Avenue
24th Floor
New York, NY 10153
(c) Present Principal Employment:
President: Baron Capital Management, Inc., BAMCO, Inc.,
Baron Capital, Inc.
767 Fifth Avenue
24th Floor
New York, NY 10153
(d) Record of Convictions:
No material change.
(e) Record of Civil Proceedings:
No material change.
(f) Citizenship:
No material change.
Item 3. Source and Amount of Funds or Other Consideration
Reporting Person owns 4,000 shares of the issuer, purchased with cash
for an aggregate price of $80,620. As General Partner of Baron
Capital Partners, L.P.("BCP"), an investment partnership, he
directed the purchase of 125,000 shares for the account of BCP for
an aggregate purchase price of $2,845,303. Those shares were paid
for by cash assets in BCP's account and by margin borrowings
pursuant to the standard margin agreement of Spear, Leeds &
Kellogg. An additional 1,055,000 shares were purchased for an
aggregate purchase price of $29,264,906 for the accounts of two
investment companies registered under the Investment Company Act
of 1940, Baron Asset Fund and Baron Growth & Income Fund, (the
"Baron Funds"), which are advised by BAMCO, Inc. ("BAMCO"), a
registered investment adviser which is controlled by Ronald Baron.
An additional 143,500 shares were purchased for an aggregate
purchase price of $3,929,848 for the accounts of investment
advisory clients of
<PAGE>
Page 4 of 7 Pages
Baron Capital Management, Inc.("BCM") a registered investment advisor
controlled by Ronald Baron. All of those shares were paid for by cash
assets in the accounts of the investment companies and advisory
clients.
Item 4. Purpose of Transaction
No material change.
Item 5. Interest in Securities of the Issuer
(a) Amount and percentage beneficially owned:
Reporting Person: (i) 1,198,500 shares in his capacity as a
controlling person of BAMCO and BCM . Reporting Person disclaims
that he is the beneficial owner of these shares. (ii) 125,000
shares in his capacity as General Partner of BCP. (iii) 4,000
shares personally.
(b) Number of shares as to which such person has:
(i) sole power to vote or direct the vote:
129,000
(ii) shared power to vote or direct the vote:
1,198,500
(iii) sole power to dispose or to direct the disposition:
129,000
(iv) shared power to dispose or direct the disposition:
1,198,500
Reporting Person may be deemed to share power to vote and dispose
of shares referred to herein as a result of his control of the
investment advisers for whose advisory clients he is reporting. He
may be deemed to have sole power to vote and direct the disposition
of the shares referred to above to by reason of being a general
partner of BCP.
(c) A schedule of transactions effected in the last sixty days is
attached hereto as Exhibit 99.
(d) Ownership of More than Five Percent on Behalf of Another Person:
The investment advisory clients have the right to receive the
dividends from, or the proceeds from the sale of the securities
in their respective accounts. To the best of Reporting Person's
knowledge, no person has such interest relating to more than 5%
of the outstanding class of securities, except that Baron Asset
Fund, an investment company registered under the Investment
Comapny Act of 1940 and an advisory client of BAMCO, owns
960,000 (7.5%) of the shares reported herein.
(e) Ownership of Less than Five Percent:
Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
No material change.<PAGE>
<PAGE>
Page 5 of 7 Pages
Item 7. Material to be Filed as Exhibits
Exhibit 99 - 60 days of trading.
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: December 3, 1996
/s/ Ronald Baron
_______________________________________
Ronald Baron
Page 7 of 7 Pages
Transaction Schedule
From 10-02-96 To 12-02-96
Acct Exec.
Date ID Acty Qty Price
- -------- ----- ----- ----- --------
10-07-96 bcm4 sl 1,700 25.7500
10-07-96 bcm4 sl 300 25.7500
10-10-96 bcm4 sl 1,700 25.8750
10-10-96 bcm4 sl 300 25.8750
10-11-96 bcm4 sl 2,000 25.7500
10-11-96 bcm4 sl 1,700 25.7500
10-11-96 bcm4 sl 300 25.7500
10-23-96 bcm4 sl 900 25.2500
11-01-96 baf by 26,700 22.2416
11-04-96 baf by 3,300 21.2500
11-06-96 baf by 2,000 21.2500
11-06-96 bgi by 5,000 20.7500
11-07-96 baf by 5,000 22.2500
11-07-96 baf by 3,000 22.2500
11-07-96 bcm4 by 2,000 22.2500
11-08-96 baf by 2,000 22.6875
11-08-96 baf by 5,000 22.6250
11-11-96 baf by 8,000 23.0000
11-12-96 bgi by 5,000 22.7500
11-14-96 baf by 3,000 22.5500
11-15-96 baf by 10,000 22.2917
11-15-96 bgi by 5,000 22.2917
11-18-96 baf by 8,500 22.1250
11-19-96 baf by 8,500 22.1250
11-20-96 baf by 5,000 22.1250
