<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, 1996
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.
437 Ridge Road, Executive Building 3
Dayton, NJ 08810
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<PAGE>
TELEPORT COMMUNICATIONS GROUP INC.
RETIREMENT SAVINGS PLAN
TABLE OF CONTENTS
- --------------------------------------------------------------------------------
PAGE
INDEPENDENT AUDITORS' REPORT
FINANCIAL STATEMENTS AS OF AND FOR THE YEARS ENDED
DECEMBER 31, 1996 AND 1995:
Statements of Net Assets Available for Benefits 2
Statements of Changes in Net Assets Available for Benefits 3
Notes to Financial Statements 4 - 12
SUPPLEMENTAL SCHEDULES AS OF DECEMBER 31, 1996 AND
FOR THE YEAR THEN ENDED:
Item 27(a) - Schedule of Assets Held for Investment 13
Item 27(d) - Schedule of Reportable Transactions 14
<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, 1996 and 1995 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,
1996 and 1995, and the changes in net assets available for benefits for the
years then ended in conformity with generally accepted 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
New York, New York
June 13, 1997
<PAGE>
TELEPORT COMMUNICATIONS GROUP INC.
RETIREMENT SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1996 AND 1995
- --------------------------------------------------------------------------------
1996 1995
----------- -----------
CASH $ - $ 981
----------- -----------
INVESTMENTS - At fair value:
Money market funds 3,401,032 2,080,145
Common stock 2.023,863 587,775
Value of interest in registered
investment companies 21,240,429 12,624,627
Loans to participants 943,882 451,256
----------- -----------
Total investments 27,609,206 15,743,803
----------- -----------
RECEIVABLES:
Interest 2,428 -
Employer contributions 435,767 97,621
Participant contributions 282,617 160,850
Repayments of participant loans 31,648 15, 109
----------- -----------
Total receivables 752,460 273,580
----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS $28,361,666 $16,018,364
=========== ===========
See notes to financial statements.
2
<PAGE>
TELEPORT COMMUNICATIONS GROUP INC.
RETIREMENT SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEARS ENDED DECEMBER 31, 1996 AND 1995
- --------------------------------------------------------------------------------
1996 1995
------------- -------------
EARNINGS ON INVESTMENTS:
Interest and dividends $ 148,530 $ 122,454
Net realized and unrealized
appreciation (depreciation)
on common stock 400,980 184,905
Net gain from registered investment 3,572,437 2,586,813
companies ----------- -----------
Total earnings on investments 4,121,947 2,894,172
----------- -----------
CONTRIBUTIONS:
Employer 2,443,876 1,519,905
Participant 3,980,473 2,699,967
Rollovers 2,704,198 1,078,797
----------- -----------
Total contributions 9,128,547 5,298,669
----------- -----------
DISTRIBUTIONS TO PARTICIPANTS (907,192) (573,282)
----------- -----------
NET INCREASE IN NET ASSETS AVAILABLE 12,343,302 7,619,559
FOR BENEFITS
NET ASSETS AVAILABLE FOR BENEFITS, 16,018,364 8,398,805
BEGINNING OF YEAR ----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS, END $28,361,666 $16,018,364
OF YEAR =========== ===========
See notes to financial statements.
3
<PAGE>
TELEPORT COMMUNICATIONS GROUP INC.
RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1996 AND 1995
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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. The Internal Revenue Services has determined and informed the Company by
letter dated April 26, 1996 that the Plan and related trust are designed
in accordance with applicable sections of the Internal Revenue Code (the
Code). The Plan Administrator believes that the plan is currently being
operated in compliance with the applicable requirements of the Code.
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. ("TCG") and certain affiliates (referred to
herein collectively as the "Company") which, at December 31, 1996, is
owned 24.4 percent by Cox Teleport, Inc. ("Cox"), a
4
<PAGE>
wholly-owned subsidiary of Cox Communications, Inc., 31.1 percent by TCI
Teleport, Inc. ("TCI"), a wholly-owned subsidiary of Tele-Communications,
Inc., 16.1 percent by Comcast Teleport, Inc. ("Comcast"), a wholly-owned
subsidiary of Comcast Corporation, 11.1 percent by Continental Teleport,
Inc. ("Continental"), a wholly-owned subsidiary of Continental
Cablevision, Inc., and 17.3 percent by public shareholders. The Plan is
subject to the provisions of the Employee Retirement Income Security Act
of 1974 ("ERISA").
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 month 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 month
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.
5
<PAGE>
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>
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, 1996 and 1995. 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 as needed by utilizing the voice
response system established with Merril Lynch. The Plan includes the
following funds in which participants can 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.
6
<PAGE>
. TCG Stock Fund - Effective November 1, 1996, the Plan offers the
Company's Class A Common Stock as an investment option. The Plan
purchases shares on the open market. As of December 31, 1996, 36,186
shares, with a total market value of $1,104,000, had been purchased
under the Plan.
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.
. 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.
7
<PAGE>
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:
YEARS OF SERVICE VESTING PERCENTAGE
---------------- ------------------
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%
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.
8
<PAGE>
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, 1996 and 1995 is complete and accurate.
1996 1995
----------- -----------
Investments at fair value as determined
by quoted market price:
Corporate Bond Fund $ 1,261,602 $ 994,817
Capital Fund 3,450,301 2,371,442
Basic Value Fund 5,215,715 2,928,600
Growth Fund for Investment and
Retirement 11,312,811 6,329,768
Merrill Lynch & Co. Common Stock Fund 920,192 587,775
TCG Stock Fund 1,103,671 -
Investments at estimated fair value as
determined by Merrill Lynch Trust
Company:
Retirement Reserves Money Fund 3,371,711 2,022,195
CMA Money Fund (pending settlement) 29,321 57,950
Loan Fund 943,882 451,256
----------- -----------
Total Plan investments $27,609,206 $15,743,803
=========== ===========
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, 1996 and
1995. The "Earnings on Investments" for the years ended December 31, 1996 and
1995 are comprised of the following:
1996 1995
----------- ----------
Interest and Dividends:
Merrill Lynch & Co. Common Stock Fund $ 13,500 $ 12,441
Retirement Reserves Money Fund 133,865 88,200
Loan Fund - 21,813
TCG Stock Fund 1,165 -
---------- ----------
$ 148,530 $ 122,454
========== ==========
Net realized and unrealized appreciation of
investments as determined by quoted
market prices:
Merrill Lynch & Co. Common Stock Fund $ 351,212 $ 184,905
TCG Stock Fund 49,768 -
---------- ----------
$ 400,980 $ 184,905
========== ==========
Net investment gain from registered investment
companies:
Corporate Bond Fund $ 38,329 $ 142,862
Capital Fund 378,018 506,966
Basic Value Fund 703,880 610,228
Growth Fund for Investment and
Retirement 2,452,210 1,326,757
---------- ----------
$3,572,437 $2,586,813
========== ==========
9
<PAGE>
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, 1996 and 1995:
1996 1995
----------- -----------
Corporate Bond Fund........................ $ 1,294,331 $ 972,317
Capital Fund............................... 3,525,662 2,439,000
Basic Value Fund........................... 5,355,997 2,964,795
Growth Fund for Investment and Retirement.. 11,629,539 6,660,533
Merril Lynch & Co. Common Stock Fund....... 920,192 596,106
Retirement Reserves Money Fund............. 3,509,629 1,956,581
TCG Stock Fund............................. 1,153,113 -
CMA Money Fund............................. 29,321 -
Loan Fund.................................. 943,882 429,032
----------- -----------
Net assets available for benefits $28,361,666 $16,018,364
=========== ===========
10
<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, 1996 and 1995 were as follows:
1996 1995
------------ ------------
Employer contributions:
Corporate Bond Fund $ 121,907 $ 92,345
Capital Fund 277,316 189,898
Basic Value Fund 452,778 277,236
Growth Fund for Investment and
Retirement 1,098,716 634,638
Retirement Reserves Money Fund 454,416 325,788
TCG Stock Fund 38,743 -
----------- ----------
Total $ 2,443,876 $1,519,905
=========== ==========
Participant contributions:
Corporate Bond Fund $ 210,321 $ 174,932
Capital Fund 510,929 365,613
Basic Value Fund 850,084 554,810
Growth Fund for Investment and
Retirement 2,023,845 1,307,970
Retirement Reserves Money Fund 342,956 296,642
TCG Stock Fund 42,338 -
----------- ----------
Total $ 3,980,473 $2,699,967
=========== ==========
Rollover contributions:
Corporate Bond Fund $ 101,673 $ 30,841
Capital Fund 233,491 184,154
Basic Value Fund 765,505 201,801
Growth Fund for Investment and
Retirement 935,794 531,895
Retirement Reserves Money Fund 665,565 130,106
TCG Stock Fund 2,170 -
----------- ----------
Total $ 2,704,198 $1,078,797
=========== ==========
Distributions to participants:
Corporate Bond Fund $ 39,436 $ 21,981
Capital Fund 104,726 71,202
Basic Value Fund 128,924 103,494
Growth Fund for Investment and
Retirement 533,247 292,423
Retirement Reserves Money Fund 57,955 66,408
Merrill Lynch & Co. Common Stock Fund 5,806 17,774
Loan Fund 37,098 -
----------- ----------
Total $ 907,192 $ 573,282
=========== ==========
Transfers from (to) other funds:
Corporate Bond Fund $ (110,780) $ (57,638)
Capital Fund (208,366) (21,042)
Basic Value Fund (252,121) (107,625)
Growth Fund for Investment and
Retirement (1,008,312) 92,498
Retirement Reserves Money Fund 43,522 (39,574)
Merrill Lynch & Co. Common Stock Fund (34,820) (24,384)
Loan Fund 551,948 157,765
TCG Stock Fund 1,018,929 -
----------- ----------
Total $ - $ -
=========== ==========
11
<PAGE>
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:
1996 1995
----------- ------------
Net assets available for benefits per the
financial statements $28,361,666 $16,018,364
Amounts allocated to withdrawing participants - (283,123)
----------- -----------
Net assets available per the Form 5500 $28,361,666 $15,735,241
=========== ===========
The following is a reconciliation of distributions to participants per the
financial statements to the Form 5500:
<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31,
1996
<S> <C>
Distributions to participants per the financial statements $907,192
Amounts allocated to withdrawing participants at December 31, 1996 -
Amounts allocated to withdrawing participants at December 31, 1995 (283,123)
---------
Benefits paid to participants per the Form 5500 $624,069
========
</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.
7. SUBSEQUENT EVENT
As of March 14, 1997, the Eastern TeleLogic Corporation ("ETC") Retirement
Savings Plan, a defined contribution plan sponsored by ETC, which was
acquired by the Company, was merged into the Plan. The total amount of
assets transferred in was $1,011,914.
* * * * * *
12
<PAGE>
TELEPORT COMMUNICATIONS GROUP INC.
RETIREMENT SAVINGS PLAN
ITEM 27(a) - SCHEDULE OF ASSETS HELD FOR INVESTMENT
DECEMBER 31, 1996
- --------------------------------------------------------------------------------
DESCRIPTION OF CURRENT
IDENTITY OF ISSUE INVESTMENT COST VALUE
Merrill Lynch Retirement
Reserves Money Fund Money Market Fund $ 3,442,412 $ 3,371,711
Merrill Lynch CMA Money
Fund Money Market Fund 87,272 29,321
Merrill Lynch & Co. Common
Stock Fund Common Stock 323,980 920,192
Merrill Lynch Corporate
Bond Fund Mutual Fund 1,314,916 1,261,602
Merrill Lynch Capital Fund Mutual Fund 3,196,740 3,450,301
Merrill Lynch Basic Value
Fund Mutual Fund 4,472,828 5,215,715
Merrill Lynch Growth Fund
for Investment and
Retirement Mutual Fund 8,977,649 11,312,811
Loans to participants Loans receivable, 7 to 968,106 943,882
10% interest, repaid
through bi-weekly
payroll deductions up to
120 months
TCG Stock Fund TCG Class A Common Stock
Fund 1,053,901 1,103,671
----------- ----------
Total Assets Held for
Investment $23,837,804 $27,609,206
=========== ===========
13
<PAGE>
TELEPORT COMMUNICATIONS GROUP INC.
RETIREMENT SAVINGS PLAN
<TABLE>
<CAPTION>
ITEM 27(d) - SCHEDULE OF REPORTABLE TRANSACTIONS
YEAR ENDED DECEMBER 31, 1996
- ------------------------------------------------------------------------------------------------------------------------------------
DESCRIPTION OF NUMBER OF NUMBER OF TOTAL VALUE TOTAL VALUE NET GAIN/
IDENTITY OF ISSUE ASSETS PURCHASES SALES PURCHASES SALES (LOSS)
<S> <C> <C> <C> <C> <C> <C>
Merrill Lynch Retirement
Reserves Money Fund Money Market Fund 152 82 $2,180,110 $ 759,983 $ -
Merrill Lynch Capital Fund Mutual Fund 104 88 1,454,125 447,217 (624)
Merrill Lynch Basic Value
Fund Mutual Fund 127 119 2,655,929 661,887 25,826
Merrill Lynch Growth Fund
for Investment and
Retirement Mutual Fund 161 134 5,220,653 1,895,776 211,966
CMA Money Fund Money Market Fund 26 24 875,706 846,384 -
TCG Stock Fund TCG Class A Common
Stock Fund 39 - 1,053,902 - -
</TABLE>
14
