<PAGE>
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
FORM 11-K
--------------------
/X/ Annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934 (No Fee Required)
For the Fiscal Year Ended December 31, 1995
OR
/ / Transition report pursuant to Section 15(d) of the Securities Exchange Act
of 1934 (No Fee Required)
For the transition period from to
Commission file number 000-20913
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
Teleport Communications Group Inc.
Retirement Savings Plan
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
Teleport Communications Group Inc.
One Teleport Drive
Staten Island, New York 10311-1033
================================================================================
<PAGE>
ITEMS 1 AND 2
FINANCIAL STATEMENTS
Page Number
In This Report
--------------
Report of Independent Auditors 3
Statement of Net Assets Available for Benefits 4
December 31, 1995 and 1994
Statement of Changes in Net Assets Available for 5
Benefits Years Ended December 31, 1995 and 1994
Notes to Financial Statements 6
Years Ended December 31, 1995 and 1994
ADDITIONAL INFORMATION
Schedule I 14
Schedule of Assets Held for Investment
December 31, 1995
Schedule II 15
Schedule of Reportable Transactions
Year Ended December 31, 1995
SIGNATURE 16
EXHIBIT
23 Consent of Deloitte & Touche LLP 17
<PAGE>
INDEPENDENT AUDITORS' REPORT
Teleport Communications Group Inc.
Retirement Savings Plan
We have audited the accompanying statements of net assets available for benefits
of the Teleport Communications Group Inc. Retirement Savings Plan (the "Plan")
as of December 31, 1995 and 1994, and the related statements of changes in net
assets available for benefits for the years then ended. These financial
statements are the responsibility of the Plan's management. Our responsibility
is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the net assets available for benefits of the Plan as of December 31,
1995 and 1994, and the changes in net assets available for benefits for the
years then ended in conformity with general accounting principles.
Our audits were conducted for the purposes of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of Assets Held
for Investment and Reportable Transactions are presented for the purpose of
additional analysis and are not a required part of the basic financial
statements, but are supplementary information required by the Department of
Labor's Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. These schedules are the responsibility
of the Plan's management. Such schedules are subjected to the auditing
procedures applied in our audit of the basic financial statements and, in our
opinion, are fairly stated in all material respects when considered in relation
to the basic financial statements taken as a whole.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
New York, New York
October 30, 1996
<PAGE>
TELEPORT COMMUNICATIONS GROUP INC.
RETIREMENT SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1995 AND 1994
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1995 1994
<S> <C> <C>
CASH $ 981 $ 6
----------- -----------
INVESTMENTS - At fair value:
Money market funds 2,080,145 1,262,161
Common stock 587,775 431,324
Value of interest in registered investment
companies 12,624,627 6,412,374
Loans to participants 451,256 254,789
----------- -----------
Total investments 15,743,803 8,360,648
----------- -----------
RECEIVABLES:
Interest - 52
Employer contributions 97,621 -
Participant contributions 160,850 114,598
Repayments of participant loans 15,109 12,511
----------- -----------
Total receivables 273,580 127,161
----------- -----------
LIABILITIES:
Participant forfeitures in excess of
employer contributions receivable - (89,010)
----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS $16,018,364 $ 8,398,805
=========== ===========
</TABLE>
See notes to financial statements.
<PAGE>
TELEPORT COMMUNICATIONS GROUP INC.
RETIREMENT SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEARS ENDED DECEMBER 31, 1995 AND 1994
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1995 1994
<S> <C> <C>
EARNINGS ON INVESTMENTS:
Interest and dividends $ 122,454 $ 64,313
Net realized and unrealized appreciation
(depreciation) on common stock 184,905 (76,301)
Net gain from registered investment companies 2,586,813 13,794
----------- -----------
Total earnings on investments 2,894,172 1,806
----------- -----------
CONTRIBUTIONS:
Employer 1,519,905 935,647
Participant 2,699,967 1,663,683
Rollovers 1,078,797 770,382
----------- -----------
Total contributions 5,298,669 3,369,712
----------- -----------
DISTRIBUTIONS TO PARTICIPANTS (573,282) (383,412)
----------- -----------
NET INCREASE IN NET ASSETS AVAILABLE FOR BENEFITS 7,619,559 2,988,106
NET ASSETS AVAILABLE FOR BENEFITS, BEGINNING OF
YEAR 8,398,805 5,410,699
----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS, END OF YEAR $16,018,364 $ 8,398,805
=========== ===========
</TABLE>
See notes to financial statements.
<PAGE>
TELEPORT COMMUNICATIONS GROUP INC.
RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1995 AND 1994
- --------------------------------------------------------------------------------
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The more significant accounting and reporting policies followed in the
preparation of the financial statements of the Teleport Communications
Group Inc. Retirement Savings Plan (the "Plan") are:
a. Investment Valuation - Investments in securities listed on national
securities exchanges are valued at the closing composite price
published for the last business day of the year. Other investments
are stated at fair value as determined by the trustee.
b. Investment Transactions and Investment Income - Investment
transactions are accounted for on the trade date of purchases or
sales. Realized and unrealized gains and losses are determined based
on the fair market value of assets at the beginning of the Plan
year. Dividend income earned is accounted for on the ex-dividend
date. Interest income is recorded on the accrual basis as earned.
Total income of each fund is allocated quarterly to participants'
accounts within the fund based on the participants' relative
beginning balances adjusted for withdrawals and contributions.
c. United States Federal Income Taxes - The Plan is intended to be
qualified under section 401(a) of the Internal Revenue Code of 1986
(the "Code") and is intended to be exempt from taxation under
section 501(a) of the Code. The Plan received a favorable IRS
determination letter dated April 26, 1996. Therefore, no provision
for income taxes has been included in the Plan's financial
statements.
d. Use of Estimates - The preparation of financial statements in
conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenue and expenses during
the reporting period. Actual results could differ from those
estimates.
2. PLAN DESCRIPTION
The following brief description of the Plan is provided for general
information purposes only. Participants should refer to the Plan agreement
for more complete information.
a. General - The Plan is a defined contribution plan established
effective January 1, 1992 to provide benefits to qualified employees
of Teleport Communications Group Inc. and certain affiliates
(referred to herein collectively as the "Company") which, at
December 31, 1995, was owned 30.05994 percent by Cox Teleport, Inc.
("Cox"), a wholly-owned subsidiary of Cox Communications, Inc.,
29.93994 percent by TCI Teleport, Inc. ("TCI"), a wholly-owned
subsidiary of Tele-Communications, Inc., 20.00006 percent by Comcast
Teleport, Inc. ("Comcast"), a wholly-owned subsidiary of Comcast
Corporation, and 20.00006 percent by Continental Teleport, Inc.
("Continental"), a wholly-owned subsidiary of Continental
Cablevision, Inc. The Plan is subject to the provisions of the
Employee Retirement Income Security Act of 1974 ("ERISA").
<PAGE>
During 1992, Merrill Lynch Group, Inc., which is a wholly-owned
subsidiary of Merrill Lynch & Co., Inc., ("ML&Co.") sold its
ownership interest in the Company to Cox and TCI. The accounts of
employees of the Company who were participants under various Merrill
Lynch & Co., employee benefit plans (the "ML&Co. Plans") were
transferred into the Plan.
b. Administration of the Plan - The Administrative Committee is
appointed by the Board of Directors (the "Board") of the Company and
serves as a fiduciary of the Plan. The Administrative Committee has
general responsibility for the administration and interpretation of
the Plan.
c. Participation - Certain employees of the Company who had been
participating under various ML & Co. Plans became participants under
this Plan on January 1, 1992. For purposes of electing 401(k)
contributions, employees of the Company who had completed one year
of service as of January 1, 1992 became participants as of that
date. Each other employee shall become a participant for purposes of
electing 401(k) savings contributions on the first day of any
calendar quarter coincident with or next following the date on which
he has completed one year of service.
For purposes of sharing in retirement contributions made by the
Company, employees who had completed one year of service and
attained age 21 as of January 1, 1992 became participants as of that
date. Each other employee shall become a participant on the first
day of any calendar quarter coincident with or next following the
date on which he has completed one year of service and attained age
21.
d. Contributions - The Plan consists of the following two components:
(1) a 401(k) savings component under which a participant may elect
to defer a portion of his eligible compensation for contribution to
the Plan and the Company will match a portion of the participant's
contributions, and (2) a retirement savings component under which
the Company contributes a specified percentage of a participant's
compensation based on the participant's years of service.
Under the 401(k) component, a participant may elect to contribute
from 1 to 15 percent of his compensation to the Plan on a before-tax
basis. A participant shall receive a Company matching contribution
equal to 50 percent of the first six percent of his compensation
contributed up to a maximum of $1,500 per year.
Under the retirement savings component, the Company shall contribute
quarterly an amount equal to a percentage of the participant's
eligible compensation based on years of service as follows:
<TABLE>
<CAPTION>
Percentage of Eligible
Compensation
Years of Service Up to Compensation Over Compensation
on Each January 4 Threshold Threshold
<S> <C> <C>
less than five 2.0% 1.0%
at least 5 but less than 10 3.0% 1.5%
at least 10 but less than 15 4.0% 2.0%
at least 15 but less than 20 5.0% 2.5%
at least 20 but less than 25 6.0% 3.0%
at least 25 but less than 30 7.0% 3.5%
30 or more 8.0% 4.0%
</TABLE>
<PAGE>
The compensation threshold is equal to three-quarters of the annual
compensation limit prescribed by Code section 401(a)(17) in effect
for the Plan year. The compensation threshold was $112,500 for the
years ended December 31, 1995 and 1994. Employee contributions are
not required in order to receive Company retirement contributions.
e. Investment Designation - Each participant shall have the right to
direct the investment of his accounts in increments of at least five
percent among the investment funds made available by the Company.
Each participant shall have the opportunity to change the investment
direction or reallocate existing account balances once each calendar
quarter. The Plan includes the following funds in which participants
could elect to invest their Plan assets.
. Merrill Lynch Retirement Reserves Money Fund - seeks to
provide current income by investing in a diversified portfolio
of short-term money market securities such as U.S. government
securities, bank certificates of deposit and commercial paper.
. Merrill Lynch Corporate Bond Fund - seeks to provide income
and, secondarily, growth by investing in a portfolio of high
quality corporate bonds.
. Merrill Lynch Capital Fund - seeks to achieve the highest
total return (growth and income) by investing in stocks, bonds
and convertible securities.
. Merrill Lynch Basic Value Fund - seeks to provide growth by
investing primarily in stocks that the fund manager believes
are selling below book value or at an historically low
price/earnings ratio.
. Merrill Lynch Growth Fund for Investment and Retirement -
seeks to provide growth and, secondarily, income by investing
in companies that the fund manager believes offer attractive
growth prospects at reasonable value.
The Plan also includes a Merrill Lynch Common Stock Fund which
consists of participants' shares of Merrill Lynch common stock
acquired under the ML&Co. Plans and transferred into the Plan. No
contributions to the Merrill Lynch Common Stock Fund are allowed
under the Plan.
f. Loans - Effective January 1, 1993, a participant may apply for a
loan in an aggregate amount equal to, or less than, the lesser of:
(1) $50,000 less the highest outstanding loan balance during the
preceding 12 months or (2) 50 percent of the vested value of his
401(k) savings and Company matching accounts. The minimum loan
permitted is $1,000. Repayment of a loan must be made over a period
not to exceed five years (10 years on loans for a primary
residence).
g. Withdrawals - A participant can make limited withdrawals from the
Plan as described below:
. Five-Year Participant Withdrawals - A participant may withdraw
up to 100 percent of his Company matching account if he has
not yet reached age 59 1/2 and has participated in the Plan
for at least five years, including participation in the ML &
Co. Plans.
. Long-Term Disability Withdrawals - During a period of
disability, a participant may withdraw up to 100 percent of
the value of his 401(k) savings account, and if fully vested,
up to 100 percent of his Company matching account.
<PAGE>
. Age 59 1/2 Withdrawals - Upon reaching age 59 1/2, a
participant may withdraw up to 100 percent of the value of his
401(k) savings account, and if fully vested, up to 100 percent
of his Company matching account.
. Hardship Withdrawals - A participant may request a hardship
withdrawal from his 401(k) savings account, and if fully
vested, from his Company matching account. The request cannot
exceed the amount required to fulfill the need caused by the
financial hardship. Hardship withdrawals may be requested for
tuition and related expenses, unreimbursed medical expenses
exceeding $500 annually, costs directly related to the
purchase of a principal residence (excluding mortgage
payments) and costs to prevent eviction from, or foreclosure
on, a principal residence. Before receiving a hardship
withdrawal, a participant must have taken the maximum loan
amount available under the Plan.
. PAYSOP Shares Withdrawals - A participant may elect
withdrawals from his PAYSOP account, in cash or shares, after
the beginning of the month following the 84th month from the
date the shares were initially allocated to his account under
the ML&Co. Employee Stock Ownership Plan.
h. Distributions - Upon retirement or termination of service, the
participant is entitled to a distribution of the vested portion of
his account balance. If the participant's account balance is $3,500
or less, the participant shall receive a lump sum distribution as
soon as practicable after retirement or termination of service. If
the value of a participant's account exceeds $3,500, the participant
can defer receipt of his account balances until he reaches age 65.
All benefits shall be paid in the form of a lump sum distribution in
cash, except that a participant may request that distributions from
the Merrill Lynch Common Stock Fund be paid in whole shares of
stock.
A participant must begin receiving distributions of his benefits no
later than the first day of April following the calendar year in
which he attains age 70 1/2, even if he is still employed by the
Company.
Upon the death of a participant, a lump sum distribution equal to
the value of the vested portion of the participant's account shall
be made to his beneficiary as soon as practicable after the
participant's death.
i. Vesting - A participant is always 100 percent vested in his amounts
transferred from the ML & Co. Plans, employee contributions and
rollover amounts from other plans. Participants become fully vested
in Company retirement contributions upon the earlier of completion
of five years of service, disability, death or attainment of age 65.
Participants become vested in Company matching contributions as
follows:
<TABLE>
<CAPTION>
Years of Service Vesting Percentage
<S> <C>
Less than one 0%
One, but less than two 20%
Two, but less than three 40%
Three, but less than four 60%
Four, but less than five 80%
Five or more 100%
</TABLE>
<PAGE>
For purposes of determining a participant's vesting percentage,
service is counted from the later of the date the participant began
working with the Company or any past or future owners and October 1,
1987.
j. Expenses - Expenses of administering the Plan may be paid out of
Plan assets if the Company does not pay such expenses directly.
k. Forfeitures - Forfeitures shall be applied to reduce Company
contributions.
l. Amendment or Discontinuance of the Plan - The Company expects to
continue the Plan indefinitely, but reserves the right to modify or
terminate the Plan at any time. In no event shall assets of the Plan
be used for any purpose other than for the exclusive benefit of
participants or their beneficiaries and for payment of Plan
expenses.
3. INFORMATION CERTIFIED BY THE TRUSTEE
The following information was prepared by Merrill Lynch Trust Company, as
trustee, and furnished to the plan administrator. The plan administrator
has obtained certification from the trustee that such information as of
December 31, 1995 and 1994 is complete and accurate.
<TABLE>
<CAPTION>
1995 1994
<S> <C> <C>
Investments at fair value as determined
by quoted market price:
Corporate Bond Fund $ 994,817 $ 637,752
Capital Fund 2,371,442 1,353,433
Basic Value Fund 2,928,600 1,540,587
Growth Fund for Investment and Retirement 6,329,768 2,880,602
Merrill Lynch & Co. Common Stock 587,775 431,324
Investments at estimated fair value as determined
by Merrill Lynch Trust Company:
Retirement Reserves Money Fund 2,022,195 1,257,287
CMA Money Fund 57,950 4,880
Loan Fund 451,256 254,789
----------- ----------
Total Plan investments $15,743,803 $8,360,654
=========== ==========
</TABLE>
<PAGE>
In addition, interest, dividends, net realized and unrealized appreciation
or depreciation, and net investment gain from registered investment
companies included in the caption "Earnings on Investments" have been
derived from statements certified by the Trustee for the years ended
December 31, 1995 and 1994. The "Earnings on Investments" for the years
ended December 31, 1995 and 1994 are comprised of the following:
<TABLE>
<CAPTION>
1995 1994
<S> <C> <C>
Interest and Dividends:
Merrill Lynch & Co. Common Stock Fund $ 12,441 $ 11,280
Retirement Reserves Money Fund 88,200 44,233
Loan Fund 21,813 8,800
----------- -----------
Total $ 122,454 $ 64,313
=========== ===========
Net realized and unrealized appreciation
(depreciation) of investments as
determined by quoted market prices:
Merrill Lynch & Co. Common Stock Fund $ 184,905 $ (76,301)
=========== ===========
Net investment gain (loss) from registered
investment companies:
Corporate Bond Fund $ 142,862 $ (30,255)
Capital Fund 506,966 13,381
Basic Value Fund 610,228 27,909
Growth Fund for Investment and Retirement 1,326,757 2,759
----------- -----------
Total $ 2,586,813 $ 13,794
=========== ===========
4. ALLOCATION OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
The following is a summary of the allocation, by fund, of net assets
available for benefits at December 31, 1995 and 1994:
<CAPTION>
1995 1994
<S> <C> <C>
Corporate Bond Fund $ 972,317 $ 610,956
Capital Fund 2,439,000 1,284,613
Basic Value Fund 2,964,795 1,531,839
Growth Fund for Investment and Retirement 6,660,533 3,059,198
Common Stock Fund 596,106 440,918
Retirement Reserves Money Fund 1,956,581 1,221,827
Loan Fund 429,032 249,454
----------- -----------
Net assets available for benefits $16,018,364 $ 8,398,805
=========== ===========
</TABLE>
<PAGE>
5. OTHER INFORMATION RELATED TO CHANGES IN NET ASSETS
AVAILABLE FOR BENEFITS
Other changes in net assets available for benefits, by fund, for the years
ended December 31, 1995 and 1994 were as follows:
<TABLE>
<CAPTION>
1995 1994
<S> <C> <C>
Employer contributions:
Corporate Bond Fund $ 92,345 $ 91,668
Capital Fund 189,898 148,376
Basic Value Fund 277,236 174,994
Growth Fund for Investment and Retirement 634,638 384,054
Retirement Reserves Money Fund 325,788 136,555
---------- ----------
Total $1,519,905 $ 935,647
========== ==========
Participant contributions:
Corporate Bond Fund $ 174,932 $ 168,923
Capital Fund 365,613 273,338
Basic Value Fund 554,810 346,071
Growth Fund for Investment and
Retirement 1,307,970 709,168
Retirement Reserves Money Fund 296,642 166,183
---------- ----------
Total $2,699,967 $1,663,683
========== ==========
Rollover contributions:
Corporate Bond Fund $ 30,841 $ 68,455
Capital Fund 184,154 119,322
Basic Value Fund 201,801 105,680
Growth Fund for Investment and
Retirement 531,895 285,596
Retirement Reserves Money Fund 130,106 191,329
---------- ----------
Total $1,078,797 $ 770,382
========== ==========
Distributions to participants:
Corporate Bond Fund $ 21,981 $ 37,748
Capital Fund 71,202 75,478
Basic Value Fund 103,494 63,210
Growth Fund for Investment and
Retirement 292,423 104,286
Retirement Reserves Money Fund 66,408 83,574
Merrill Lynch & Co. Common Stock Fund 17,774 14,179
Loan Fund - 4,937
---------- ----------
Total $ 573,282 $ 383,412
========== ==========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
1995 1994
<S> <C> <C>
Transfers from (to) other funds:
Corporate Bond Fund $ (57,638) $ (192,006)
Capital Fund (21,042) (120,516)
Basic Value Fund (107,625) 7,422
Growth Fund for Investment and Retirement 92,498 338,045
Retirement Reserves Money Fund (39,574) (33,173)
Merrill Lynch & Co. Common Stock Fund (24,384) (13,772)
Loan Fund 157,765 14,000
----------- ----------
Total $ - $ -
=========== ==========
</TABLE>
6. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
The following is a reconciliation of net assets available for benefits per
the financial statements to the Form 5500:
<TABLE>
<CAPTION>
1995 1994
<S> <C> <C>
Net assets available for benefits per the
financial statements $16,018,364 $ 8,398,805
Amounts allocated to withdrawing
participants (283,123) (57,801)
----------- -----------
Net assets available per the Form 5500 $15,735,241 $ 8,341,004
=========== ===========
</TABLE>
The following is a reconciliation of distributions to participants per the
financial statements to the Form 5500:
<TABLE>
<CAPTION>
Year Ended
December 31,
1995
<S> <C>
Distributions to participants per the financial statements $ 573,282
Amounts allocated to withdrawing participants
at December 31, 1995 283,123
Amounts allocated to withdrawing participants
at December 31, 1994 (57,801)
-----------
Benefits paid to participants per Form 5500 $ 798,604
===========
</TABLE>
Amounts allocated to withdrawing participants are recorded on the Form 5500
for benefit claims that have been processed and approved prior to December 31
but not yet paid as of that date.
******
<PAGE>
TELEPORT COMMUNICATIONS GROUP, INC.
RETIREMENT SAVINGS PLAN
ITEM 27(a) - SCHEDULE OF ASSETS HELD FOR INVESTMENT
DECEMBER 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Description of Current
Identity of Issue Investment Cost Value
<S> <C> <C> <C>
Merrill Lynch Retirement
Reserves Money Fund Money Market Fund $ 2,022,195 $ 2,022,195
Merrill Lynch CMA
Money Fund Money Market Fund 57,950 57,950
Merrill Lynch & Co.
Common Stock Common Stock 344,733 587,775
Merrill Lynch Corporate
Bond Fund Mutual Fund 966,768 994,817
Merrill Lynch Capital Fund Mutual Fund 2,189,832 2,371,442
Merrill Lynch Basic Value Fund Mutual Fund 2,478,786 2,928,600
Merrill Lynch Growth Fund
for Investment and Retirement Mutual Fund 5,652,772 6,329,768
Loans to participants Loans receivable,
7 to 10% interest, repaid
through bi-weekly
payroll deductions
up to 120 months 451,256 451,256
----------- -----------
Total Assets Held for Investment $14,164,292 $15,743,803
=========== ===========
</TABLE>
<PAGE>
TELEPORT COMMUNICATIONS GROUP, INC.
RETIREMENT SAVINGS PLAN
ITEM 27(d) - SCHEDULE OF REPORTABLE TRANSACTIONS
YEAR ENDED DECEMBER 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Number of Number of Total Value Total Value Net Gain/
Identity of Issue Description of Assets Purchases Sales Purchasers Sales (Loss)
<S> <C> <C> <C> <C> <C> <C>
Merrill Lynch Retirement
Reserves Money Fund Money Market Fund 43 13 $2,217,308 $1,452,400 $ -
Merrill Lynch Capital Fund Mutual Fund 34 26 1,006,334 236,763 13,369
Merrill Lynch Corporate
Bond Fund Mutual Fund 38 22 389,079 102,310 (2,125)
Merrill Lynch Basic Value
Fund Mutual Fund 34 31 1,179,324 241,671 31,611
Merrill Lynch Growth Fund
for Investment and
Retirement Mutual Fund 35 32 3,359,041 609,878 100,386
CMA Money Fund Money Market Fund 334 232 12,207,421 12,174,348 -
Merrill Lynch Ready Asset
Trust Money Market Fund 2 1 1,300,486 1,300,486 -
</TABLE>
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Plan Administrator has duly caused this Annual Report to be signed on behalf of
the Plan by the undersigned hereunto duly authorized.
TELEPORT COMMUNICATIONS GROUP INC.
RETIREMENT SAVINGS PLAN
By: /s/ John A. Scarpati
---------------------------------
Dated: October 31, 1996
<PAGE>
Exhibit 23
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Teleport Communications Group Inc. on Form S-8 of our report on the Teleport
Communications Group Inc. Retirement Plan dated October 30, 1996, appearing in
this Annual Report on Form 11-K for the year ended December 31, 1995.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
New York, New York
October 31, 1996
