<PAGE>
As filed with the Securities and Exchange Commission on July 1, 1997
Registration No. 333-
---------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
Teleport Communications Group Inc.
(Exact name of registrant as specified in its charter)
Delaware 13-3173139
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
437 Ridge Road, Executive Building 3 08810
Dayton, New Jersey (Zip Code)
(Address of Principal Executive Offices)
-------------------------
TELEPORT COMMUNICATIONS GROUP INC.
RESTRICTED STOCK AND BONUS PLAN
(Full title of plan)
-------------------------
JOHN W. THOMSON, ESQ.
Vice President and Secretary
Teleport Communications Group Inc.
One Teleport Drive
Staten Island, New York 10311-1011
(Name and Address of agent for service)
-------------------------
Telephone number of agent for service:
(718) 355-2000
-------------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=================================================================================
Proposed Proposed
maximum maximum
Title of security Amount being offering aggregate Amount of
being registered registered* price per offering registration
share** price fee
- ---------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A
Common Stock,
$.01 Par Value 1,000,000 $ 31.32 $31,320,000 $ 9,491
=================================================================================
</TABLE>
* In addition, pursuant to Rule 416(a) under the Securities Act of 1933, this
registration statement also covers an indeterminate number of additional shares
which may be offered and issued in accordance with the Plan terms to prevent
dilution from stock splits, stock dividends or similar transactions.
** The maximum offering price per share is calculated pursuant to Rule 457(c)
and (h) using the average high and low prices of the security as of
June 24, 1997 as reported in NASDAQ.
================================================================================
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing information specified in the instructions to Part I of
Form S-8 will be sent or given to employees participating in the Plan as
specified by Rule 428(b)(1) of the Securities Act of 1933, as amended (the
"Securities Act"). Those documents and the documents incorporated by reference
into this Registration Statement pursuant to Item 3 of Part II of this
Registration Statement, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act of 1933, as amended.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
Teleport Communications Group Inc. (the "Company") hereby incorporates, or
will be deemed to have incorporated, herein by reference the following
documents:
(1) The Company's Annual Report on Form 10K for the fiscal year ended December
31, 1996 and the Company's Quarterly Report on Form 10-Q for the period ending
March 31, 1997;
(2) The Company's Current Reports on Form 8-K filed on January 23, 1997,
February 20, 1997, March 7, 1997, March 17, 1997, April 4, 1997, and May 14,
1997 and all other reports filed pursuant to Sections 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended, (the "Exchange Act") since December
31, 1996;
(3) The description of the Company's Class A Common Stock contained in the
Company's most recent Exchange Act registration statement on Form 8-A filed on
June 21, 1996, including any amendment thereto or report filed for the purpose
of updating such description;
(4) The Company's Notice of Annual Stockholders Meeting and Proxy Statement
for its annual meeting of stockholders held on May 14, 1997, filed pursuant to
Section 14 of the Exchange Act; and
(5) All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act subsequent to the date of this Registration
Statement and prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all securities
then remaining unsold.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel.
None.
Item 6. Indemnification of Officers and Directors
Article V of the Amended and Restated Certificate of Incorporation of the
Company, (the "Certificate of Incorporation"), provides that to the fullest
extent of Section 102 of the General Corporation Law of the State of Delaware
(the "DGCL"), a director of the Company shall not be personally liable to the
Company or its stockholders for monetary damages for breach of fiduciary duty as
a director.
<PAGE>
Section 102(b)(7) of the DGCL, provides that a corporation (in its original
certificate of incorporation or an amendment thereto) may eliminate or limit the
personal liability of a director (or certain persons who, pursuant to the
provisions of the certificate of incorporation, exercise or perform duties
conferred or imposed upon directors by the DGCL) to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
provided that such provisions shall not eliminate or limit the liability of a
director (i) for any breach of the director's duty of loyalty to the corporation
or its stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the DGCL (providing for liability of directors for unlawful
payment of dividends or unlawful stock purchases or redemptions) or (iv) for any
transaction from which the director derived an improper personal benefit.
Under Section 145 of the DGCL, in general, a corporation may indemnify its
directors, officers, employees or agents against expenses (including attorney's
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by them in connection with any action, suit or proceeding brought by
third parties to which they may be made parties by reason of their being or
having been directors, officers, employees or agents and shall so indemnify such
persons if they acted in good faith and in a manner they reasonably believed to
be in or not opposed to the best interests of the corporation and, with respect
to any criminal action or proceeding, had no reasonable cause to believe their
conduct was unlawful. Article VIII of the Certificate of Incorporation provides
that the Company shall indemnify its officers, directors, employees and agents
to the full extent permitted by Delaware law.
Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits
*3.6 Amended and Restated Certificate of Incorporation of the
Company, as revised
*3.7 Amended and Restated By-laws of the Company, as revised
*4.2 Form of Amended and Restated Stockholders' Agreement
*4.3 Form of Indenture between the Company and United States
Trust Company of New York, as Trustee, relating to the
11 1/8% Senior Discount Notes due 2007 of the Company
*4.4 Form of Indenture between the Company and United States
Trust Company of New York, as Trustee, relating to 9 7/8%
Senior Notes due 2006 of the Company
*4.5 Form of Stock Certificate for Teleport Communications Group
Inc.
5 Opinion of Dow, Lohnes & Albertson, PLLC
10.39 Teleport Communications Group Inc. Restricted Stock and
Bonus Plan
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Dow, Lohnes & Albertson
(contained in their opinion in Exhibit 5)
* Incorporated by reference to the corresponding exhibit of TCGI's Registration
Statements on Form S-1 (File Nos. 333-3850 and 333-3984)
<PAGE>
Item 9. Undertakings
(1) The undersigned Registrant hereby undertakes:
(a) to file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement to
include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
(b) that, for the purpose of determining any liability under the
Securities Act, each such post effective amendment shall be deemed to
be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof; and
(c) to remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(2) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's Annual Report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
Annual Report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Dayton, State of New Jersey on the 30th day of June,
1997.
TELEPORT COMMUNICATIONS GROUP INC.
By: /s/ Robert Annunziata
--------------------------------------------
Chairman of the Board, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, the Plan
Administrators have duly caused this Registration Statement to be signed by the
following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Capacity Date
--------- -------- ----
<S> <C> <C>
/s/ Robert Annunziata
- ------------------------- Chairman of the Board of June 30, 1997
Robert Annunziata Directors, President and
Chief Executive Officer
/s/ John A. Scarpati
- ------------------------- Senior Vice President and June 30, 1997
John A. Scarpati Chief Financial Officer
(Principal Financial Officer)
/s/ Maria Terranova-Evans
- ------------------------- Vice President and Controller June 30, 1997
Maria Terranova-Evans (Principal Accounting
Officer)
/s/ James O. Robbins
- ------------------------- Director June 30, 1997
James O. Robbins
/s/ Brian L. Roberts
- ------------------------- Director June 27, 1997
Brian L. Roberts
/s/ Brendan R. Clouston
- ------------------------- Director June 30, 1997
Brendan R. Clouston
/s/ John R. Dillon
- ------------------------- Director June 25, 1997
John R. Dillon
/s/ Gerald W. Gaines
- ------------------------- Director June 30, 1997
Gerald W. Gaines
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
/s/ Lawrence S. Smith
- ------------------------- Director June 30, 1997
Lawrence S. Smith
/s/ Larry E. Romrell
- ------------------------- Director June 30, 1997
Larry E. Romrell
/s/ David M. Woodrow
- ------------------------- Director June 30, 1997
David M. Woodrow
/s/ James Bruce Llewellyn
- ------------------------- Director June 30, 1997
James Bruce Llewellyn
/s/ C.B. Rogers, Jr.
- ------------------------- Director June 25, 1997
C.B. Rogers, Jr.
/s/ Jimmy W. Hayes
- ------------------------- Director June 30, 1997
Jimmy W. Hayes
/s/ Bernard W. Schotters
- ------------------------- Director June 30, 1997
Bernard W. Schotters
</TABLE>
<PAGE>
Exhibit 5
[FIRM LETTERHEAD APPEARS HERE]
June 30, 1997
Teleport Communications Group Inc.
One Teleport Drive
Staten Island New York, New York 10311-1033
Re: Registration Statement on Form S-8
----------------------------------
Gentlemen:
We have acted as special counsel for Teleport Communications Group Inc., a
Delaware corporation ("Teleport"), in connection with the preparation of the
Registration Statement on Form S-8 (the "Registration Statement") pertaining to
1,000,000 shares (the "Shares") of Teleport Class A Common Stock, $.01 par value
per share, being issued by Teleport pursuant to the Teleport Communications
Group Inc. Restricted Stock and Bonus Plan (the "Plan").
In preparing this opinion, we have reviewed (a) the Registration Statement;
(b) Teleport's Amended and Restated Certificate of Incorporation and Amended and
Restated Bylaws; (c) the Plan; and (d) certain records of Teleport's corporate
proceedings as reflected in its minute and stock books.
As to matters of fact relevant to our opinion, we have relied upon oral
representations of officers of Teleport without further investigation. With
respect to the foregoing documents, we have assumed: (i) the authenticity of
all documents submitted to us as originals, the conformity with authentic
original documents of all documents submitted to us as copies or forms, the
genuineness of all signatures and the legal capacity of natural persons, and
(ii) that the foregoing documents, in the forms thereof submitted for our
review, have not been altered, amended or repealed in any respect material to
our opinion as stated herein. We have not reviewed any documents other than the
documents listed above for purposes of rendering our opinion as expressed
herein, and we assume that there exists no provision of any such other document
that bears upon or is inconsistent with our opinion as expressed herein. We
have conducted no independent factual investigation of our own but rather have
relied solely upon the foregoing documents, the statements and information set
forth therein and the additional matters recited or assumed herein, all of which
we assume to be true, complete and accurate in all material respects.
<PAGE>
Teleport Communications Group Inc.
June 30, 1997
Page 2
Our opinion is limited to matters of law arising under the General
Corporation Law of the State of Delaware, insofar as such law applies, and we
express no opinion as to conflicts of law rules or the laws of any states or
jurisdictions, including federal laws regulating securities, other federal laws
or the rules and regulations of stock exchanges or any other regulatory body,
other than as specified above.
Based upon and subject to the foregoing and any other qualifications stated
herein, we are of the opinion that the Shares, when and to the extent issued
will be validly issued, fully paid and non-assessable.
We hereby consent to the use of this opinion as Exhibit 5 to the
Registration Statement, and to all references to our firm in the Registration
Statement, provided, that in giving such consent we do not admit that we come
within the category of persons whose consent is required under Section 7 of the
Securities Act of 1933 or the Rules and Regulations of the Securities and
Exchange Commission thereunder. Except as provided for hereinabove, without our
prior written consent, this opinion may not be furnished or quoted to, or relied
upon by, any other person or entity for any purpose.
Very truly yours,
DOW, LOHNES & ALBERTSON, PLLC
By: /s/ Paul R. Lang
------------------------------
Paul R. Lang
Member of the Firm
<PAGE>
Exhibit 10.39
TELEPORT COMMUNICATIONS GROUP INC.
RESTRICTED STOCK AND BONUS PLAN
ARTICLE I
PURPOSE
The purpose of the Teleport Communications Group Inc. Restricted Stock and
Bonus Plan (the "Plan") is to provide opportunities for select employees to
acquire shares of Class A Common Stock of Teleport Communications Group Inc.
(the "Company"). The Plan is designed to attract, retain and reward select
employees of exceptional skill upon whom, in large measure, the Company's
sustained growth and profitability depend.
ARTICLE II
DEFINITIONS
The following capitalized terms used in the Plan shall have the respective
meanings set forth in this Article:
2.1 Award: Means any Restricted Stock or Bonus Stock granted to a
Participant under the Plan.
2.2 Award Agreement: Means any written agreement, contract or other
instrument or document, including Committee resolutions, evidencing an Award.
2.3 Board: Means the Board of Directors of the Company.
2.4 Bonus Stock: Means Shares granted to a Participant under Article VI
of the Plan that are not subject to any restrictions or risk of forfeiture.
2.5 Committee: Means the Compensation and Benefits Committee of the
Board.
2.6 Company: Means the Teleport Communications Group Inc., a Delaware
corporation and its successors.
2.7 Effective Date: Means January 1, 1997.
2.8 Participant: Means each individual who has been granted an Award
under the Plan.
<PAGE>
2.9 Plan: Means the Teleport Communications Group Inc. Restricted Stock
and Bonus Plan.
2.10 Restricted Period: Means the period of time from the date of grant of
Restricted Stock until the time the Award is no longer subject to any
restrictions or risk of forfeiture.
2.11 Restricted Stock: Means Shares granted to a Participant under Article
V of the Plan that are subject to certain restrictions and to a risk of
forfeiture.
2.12 Share: Means one share of Class A Common Stock of the Company.
ARTICLE III
ADMINISTRATION
3.1 The Committee shall administer the Plan and shall have full and
discretionary power to construe and interpret the Plan, establish and amend
rules and regulations for its administration, and perform all other acts
relating to the Plan, including the delegation of administrative
responsibilities, which it believes reasonable and proper. Any decision made,
or action taken, by the Committee arising out of or in connection with the
interpretation and administration of the Plan shall be final and conclusive.
3.2 The Committee shall have full and discretionary power to select
Participants of the Plan; determine the type or types of Awards to be granted to
each Participant; determine the number of Awards to be granted; determine the
number of Shares to which an Award will relate; set forth the terms, conditions
and limitations applicable to each Award; and determine all other matters in
connection with an Award.
ARTICLE IV
ELIGIBILITY AND SHARES
4.1 Eligibility: Any employee of the Company, any employee of a business
entity to be acquired by the Company or any individual the Company wishes to
employ may be selected by the Committee, in its discretion, to participate in
the Plan, except that no Shares shall be issued to an individual unless he or
she becomes employed by the Company or any of its affiliates.
4.2 Shares Subject to Plan: The total number of Shares of Restricted
Stock or Bonus Stock which may be granted under the plan shall be one million
(1,000,000). The Shares awarded under the Plan may be authorized but unissued
Shares or treasury Shares, as the Committee from time to time may determine.
Any Restricted Stock that is forfeited before the restrictions lapse shall be
available for subsequent grants of Restricted Stock or Bonus Stock under the
Plan to the extent that the Participant by whom such Shares were forfeited did
not, prior to the date of forfeiture, receive any benefits of ownership with
respect to the Restricted Stock.
<PAGE>
4.3 Award Agreements: All Awards under the Plan shall be evidenced
by an Award Agreement. All agreements evidencing Awards shall specify the total
number of Shares subject to each grant, the effective date of the Award, and the
terms and conditions of the Awards.
ARTICLE V
RESTRICTED STOCK AWARDS
5.1 Issuance and Restrictions: The Committee is authorized to grant
Participants awards of Restricted Stock. Restricted Stock shall be subject to
such restrictions on transferability and other restrictions as the Committee
shall indicate in the Award Agreement (including, without limitation,
limitations on the right to vote Restricted Stock or the right to receive
dividends thereon), which restrictions may lapse separately or in combination at
such times, under such circumstances, in such installments or otherwise as
determined by the Committee as set forth in the Award Agreement.
5.2 Certificate of Shares: Restricted Stock granted under the Plan may be
evidenced in such manner as the Committee shall determine. If certificates
representing Restricted Stock are registered in the name of the Participant,
such certificates shall bear an appropriate legend referring to the terms,
conditions, and restrictions applicable to such Restricted Stock and the Company
shall retain physical possession of the certificates. When the Participant's
rights to the Restricted Stock become vested, the Company will, as soon as is
administratively practical thereafter, deliver the certificates representing
those Shares to the Participant, who may thereafter exercise full rights as
owner of the Shares without restriction under this Plan.
5.3 Participant's Rights as Shareholder Prior to Vesting: Except as
specifically set forth in the Award Agreement, the Participant shall have all
rights and privileges of a stockholder as to his or her Restricted Stock,
including the rights to vote and to receive dividends, except that the following
restrictions shall apply: (i) none of the Shares of Restricted Stock may be
sold, transferred, assigned, pledged or otherwise encumbered or disposed of
during the Restricted Period; and (ii) the Participant shall, if requested by
the Company, execute and deliver to the Company, a stock power endorsed in
blank.
5.4 Nontransferability of Shares: Neither the Restricted Stock nor any
right hereunder shall be transferable or be subject to attachment, execution or
other similar process while such Restricted Stock is subject to restrictions or
not vested. Any attempt by the Participant to alienate, assign, pledge,
hypothecate or otherwise dispose of his or her Restricted Stock, while subject
to restrictions or not vested, or of any right under the Plan or any Award
Agreement, except as provided for herein, or any levy or any attachment,
execution or similar process upon the rights or interest conferred under the
Plan or any Award Agreement, shall be null and void.
Notwithstanding any provision of the Plan to the contrary, the following
exceptions to the prohibition against the transfer of Restricted Stock shall
apply unless otherwise provided for in the Award Agreement.
<PAGE>
(i) Certain Reorganizations: If the Company enters into any merger,
reorganization or other transaction that results in the exchange of cash or
other property for Shares, Participant may take such steps as may be necessary
to effect the exchange. Any property or cash received in exchange for
Restricted Stock will be substituted for the Restricted Stock for purposes of
the Plan and will be subject to the terms of the Plan in the same manner as the
Restricted Stock for which it was exchanged. The Company will retain physical
possession of any security or property received in an exchange for Restricted
Stock, and Participant agrees to provide the Company with a stock power,
endorsed in blank, with respect to any stock received in such an exchange.
(ii) Tender Offers: If any person makes a "bona fide tender offer",
meaning any transaction evidenced by the filing of Schedule 14D-1 with the
Securities and Exchange Commission or any similar transaction as determined in
the sole discretion of the Company, that includes an offer to purchase
Restricted Stock, Participant may agree to tender any or all Restricted Stock.
Upon the acceptance of any such tender, the Company will deliver the
certificates representing the tendered Restricted Stock to the person making the
tender offer, and the provisions of this Plan will cease to apply to such
Restricted Stock and will apply to the securities or cash tendered for the
Restricted Stock.
(iii) Death: The transfer of Restricted Stock at the Participant's
death by will, through intestate succession or by the designation of a
beneficiary under Section 7.3 of the Plan will not be deemed to be a transfer
for purposes of the Plan.
5.5 Dividends: Unless otherwise provided in the Award Agreement, cash
dividends paid on Restricted Stock shall be paid to the Participant. Shares
distributed in connection with a stock split or stock dividend, and other
distributions of noncash property to shareholders shall be subject to the
restrictions and a risk of forfeiture to the same extent as the Restricted Stock
with respect to which such stock or other property has been distributed.
5.6 Forfeitures: Upon termination of employment from the Company and
its affiliates, Restricted Stock that is at that time subject to restrictions or
not vested shall be forfeited and reacquired by the Company; however, any Award
Agreement may provide that restrictions or forfeiture conditions relating to
Restricted Stock will be waived (in whole or in part) in the event of
termination resulting from specified causes.
ARTICLE VI
BONUS STOCK AWARDS
The Committee is authorized to grant Participants awards of Shares
without restriction or risk of forfeiture as a "bonus" for services provided by
the Participants to the Company. The Committee shall determine, in its
discretion, the terms and conditions of such Awards and may, in
<PAGE>
its discretion, condition the grant of any such Bonus Stock Award on the
satisfaction of performance or other criteria specified in an Award Agreement
related to such Award.
ARTICLE VII
MISCELLANEOUS
7.1 Withholding Taxes: The Committee shall have the discretion to
either (i) cause the Company to retain and withhold Shares from any Award in an
amount necessary to satisfy the amount of Federal, state and local taxes
required to be withheld or otherwise deducted and paid with respect to such
award, or (ii) require the Participant to reimburse the Company for any such
taxes required to be withheld by the Company and withhold any distribution in
whole or in part until the Company is so reimbursed. In lieu thereof, the
Company shall have the right, in its sole discretion, to withhold sums from any
other compensation due the Participant from the Company for any such taxes.
7.2 No Claim or Right of Employment Under the Plan: Neither the Plan
nor any action taken hereunder shall be construed as giving any individual any
right to be employed by or to be retained in the employ of the Company or any
affiliate thereof.
7.3 Designation and Change of Beneficiary: Each Participant shall
file with the Committee a written designation of one or more persons as the
beneficiary who shall be entitled to exercise the Participant's rights, if any,
and receive the amount, if any, payable under the Plan following his or her
death. A Participant may, from time to time, revoke or change his or her
beneficiary designation without the consent of any prior beneficiary by filing a
new designation with the Committee. The last such designation received by the
Committee shall be controlling; however, no designation, or change or revocation
thereof, shall be effective unless received by the Committee prior to the
Participant's death, and in no event shall it be effective as of a date prior to
such receipt. If a deceased Participant has not properly designated a
beneficiary or if the designated beneficiary does not survive the Participant,
Plan benefits shall be paid in the following order (determined as of the
Participant's date of death): (i) surviving spouse, if none, then (ii)
children, per stirpes, if none then (iii) the Participant's estate.
--- -------
7.4 Transfers to Persons Other Than Participant: If the Committee
shall find that any person to whom Shares are to be transferred under the Plan
is unable to care for his or her affairs because of illness or accident, or is a
minor, or has died, then transfers due to such person or his or her estate
(unless a prior claim therefor has been made by a duly appointed legal
representative), may, if the Committee so directs, be made to his or her spouse,
child, relative, institution maintaining or having custody of such person, or
any other person deemed by the Committee to be a proper recipient on behalf of
such person otherwise entitled to Shares. Any such transfer shall be a complete
discharge of the liability of the Committee and the Company therefor.
<PAGE>
7.5 No Liability of Committee Members: Any claim under this Plan is
solely the obligation of the Company. No member of the Committee shall be
personally liable by reason of any contract or other instrument executed by such
member (or on his or her behalf) in his or her capacity as a member of the
Committee or by reason of any mistake of judgment made by him in good faith.
The Company shall indemnify and hold harmless each employee, officer or partner
of the Company to whom any duty or power relating to the administration or
interpretation of the Plan may be allocated or delegated, against any cost or
expense (including reasonable counsel fees) or liability (including any sum paid
in settlement of a claim with the approval of the Board) arising out of any act
or omission to act in connection with the Plan unless arising out of such
person's own fraud or bad faith. The indemnification provided for in this
Section shall be in addition to any rights of indemnification such Committee
member has as a director or officer pursuant to law.
7.6 Governing Law; Gender; Headings: The Plan shall be governed by
and construed in accordance with the laws of the State of New York, without
reference to the principles of conflicts of law thereof. If any provision of
this Plan is invalid or unenforceable, it will not affect the other Plan
provisions, and the Plan shall remain in effect as though the invalid or
unenforceable provisions were omitted. Except when otherwise indicated by the
context, references herein to the masculine gender shall include the feminine
and/or neuter genders, and references herein to the plural shall include the
singular, and vice versa. Headings herein are for convenience of reference only
and shall not be considered in construing the Plan.
7.7 Binding Nature of Plan: This Plan is binding upon the heirs,
executors and administrators of the Participant and on the successors and
assigns of the Company.
7.8 Regulatory Compliance and Listing: The issuance or delivery of
any Shares may be postponed by the Company for such period as may be required to
comply with any applicable requirements under Federal securities laws, any
applicable listing requirements of any national securities exchange or any
requirements under any other law or regulations applicable to the issuance or
delivery of such Shares and the Company shall not be obligated to issue or
deliver any such Shares if the issuance or delivery thereof shall constitute a
violation of any provision of any law or any regulation of any governmental
authority or any national securities exchange.
ARTICLE VIII
AMENDMENT OR TERMINATION
8.1 Amendment or Termination: The Committee may at any time
terminate the Plan and may from time to time alter or amend the Plan or any part
thereof or Award issued thereunder, provided, that, unless otherwise required by
law, the rights of a Participant with respect to Awards granted prior to such
termination, alteration or amendment may not be impaired without the consent of
the Participant and, provided further, that no alteration or amendment may be
made without the
<PAGE>
approval of the Company's shareholders if such approval is required by any
Federal or state law or by the rules of any stock exchange on which the Shares
may be listed.
<PAGE>
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement on
Form S-8 of our report dated February 21, 1997 (February 28, 1997 and March 1,
1997 as to Note 3) appearing in and incorporated by reference in the Annual
Report on Form 10-K of Teleport Communications Group Inc. for the year ended
December 31, 1996.
/s/ DeLoitte & Touche LLP
DELOITTE & TOUCHE LLP
New York, New York
June 30, 1997
