TELEPORT COMMUNICATIONS GROUP INC
8-K, 1997-12-12
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
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                       SECURITIES AND EXCHANGE COMMISSION
                                    FORM 8-K
                                 Current Report


                    Pursuant to Section 13 or 15 (d) of the
                        Securities Exchanges Act of 1934




                        Date of Report: December 2, 1997




                       Teleport Communications Group Inc.
             (Exact Name of Registrant as specified in its Charter)




Delaware                         0-20913                  13-3173139
- ------------------------------------------------------------------------
(State or Other         (Commission File Number)        (IRS Employer
Jurisdiction of                                       Identification No.)
Incorporation)                      



437 Ridge Road, Executive Building 3, Dayton, New Jersey       08810
- ------------------------------------------------------------------------
(Address of Principal Executive Offices)                     (Zip Code)




Registrant's Telephone Number, Including Area Code        (732) 392-2000



<PAGE>



Item 5. Other Events

TELEPORT  COMMUNICATIONS  GROUP  INC.  (TCG) TO  ACQUIRE  THE  ASSETS OF
KANSAS CITY FIBER  NETWORK,  L.P.;  EXPAND INTO  KANSAS  CITY,  THE 28TH
LARGEST MAJOR METROPOLITAN MARKET

Teleport  Communications  Group Inc.  (Nasdaq/NM:TCGI)  announced  today
that it will acquire the assets and  customer  base of Kansas City Fiber
Network,  L.P.  (KC  FiberNet),  a leading  competitive  local  exchange
carrier   in   the   Kansas    City    metropolitan    area   owned   by
Tele-Communications Inc. ("TCI")  and Time Warner Communications.

With the additional  facilities  and customers from KC FiberNet,  TCG's national
footprint  will  total  66 major  markets,  and  will  include  29 of the top 30
markets.

"We are extremely  pleased that the  acquisition  of the Kansas City  facilities
will  give  us  an  immediate  presence  in a key  business  market,"  said  Bob
Annunziata,  Chairman,  President and CEO of TCG. "This  acquisition  also helps
fulfill our strategic goal to be in the top 30 domestic markets."

KC FiberNet  currently  operates a fiber optic  network  over 580 route miles in
Kansas and Missouri which connects to more than 200 on-net buildings.

According  to  Annunziata,  "We  are  constantly  evaluating  build  versus  buy
decisions for TCG's  networks.  This  acquisition  was a natural  choice for TCG
since it allows us to quickly enter into a new market. TCG immediately adds more
than 200 on-net buildings as well as customers with revenues which are currently
EBITDA positive. We expect this acquisition to be immediately accretive to TCG."

This acquisition is subject to approval from regulatory authorities.

TCG  is  the  nation's  first  and  largest   provider  of   competitive   local
telecommunications  services,  using both  fiber-optic  and  broadband  wireless
services,  for information  intensive  businesses in 58 major markets,  upon the
closing of this acquisition.  With the completion of eight new markets, TCG will
serve 66 major markets with an array of advanced voice, data, video and Internet
services. Visit TCG on the World Wide Web at: www.tcg.com.

Certain of the matters  discussed in this report may be  forward-looking  within
the  meaning  of  Section  21E of the  Securities  Exchange  Act  of  1934.  The
acquisition and integration of KC FiberNet is subject to inherent  uncertainties
outside  TCG's  control,  and there can be no  assurance  that KC FiberNet  will
perform in  accordance  with past  results or  expectations.  Factors that could
adversely effect TCG's  integration and operation of KC FiberNet include certain
considerations  discussed under the caption "Risk Factors" in TCG's Registration
Statement on Form S-3 (File No. 333-37597).

<PAGE>



SIGNATURE

      Pursuant to the  requirements of the Securities  Exchange Act of 1934, the
Registrant has caused this report to be signed on its behalf of the undersigned,
thereunto duly authorized.

          
                                          TELEPORT COMMUNICATIONS GROUP INC.




Dated: December 10, 1997                  By:   /s/ Maria Terranova-Evans
                                                -------------------------


                                    Name:       Maria Terranova-Evans
                                    Title:      Vice President and Controller





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