SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
(Amendment No. 3)
TELEPORT COMMUNICATIONS GROUP INC.
(Name of Issuer)
CLASS A COMMON STOCK
$.01 PAR VALUE
(Title of Class of Securities)
879463 107
(CUSIP Number)
Stanley Wang
Comcast Corporation
1500 Market Street
Philadelphia, Pennsylvania 19102-2148
(215) 665-1700
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 24, 1997
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this statement because of Rule 13d-1(b)(3) or (4), check the following
box [ ].
(1) The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosure provided in a prior cover page.
The information required in the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
CUSIP No. 879463 107
13D
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Comcast Corporation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Pennsylvania
7 SOLE VOTING POWER
None; See Items 3 and 5(a).
NUMBER OF SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 125,274,632 - Class B; 1,011,528 - Class A;
REPORTING PERSON See Items 3 and 5(a).
WITH
9 SOLE DISPOSITIVE POWER
None; See Items 3 and 5(a).
10 SHARED DISPOSITIVE POWER
125,274,632 - Class B; See Items 3 and 5(a).
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
125,274,632 - Class B; 1,011,528 - Class A; See Items 3 and 5(a).
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
76.3 %; See Items 3 and 5(a).
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Comcast Corporation, a Pennsylvania corporation ("Comcast")
hereby amends its Report on Schedule 13D, originally filed on July 17, 1996
and amended on December 23, 1996 and on May 15, 1997 (the "Schedule 13D"),
to disclose the gift of Class A Common Stock of Sural Corporation, a
Delaware corporation ("Sural"), on October 24, 1997 from Ralph J. Roberts
to Brian L. Roberts. As a result of the gift, Brian L. Roberts has sole
voting power over stock representing a majority of voting power of all
Sural stock.
No change in Comcast's share ownership of Teleport
Communications Group Inc., a Delaware corporation ("TCGI"), is being
reported in this Amendment No. 3.
Unless otherwise indicated, each capitalized term used but not
defined herein shall have the meaning assigned to such term in the Schedule
13D.
Item 2. Identity and Background.
The response set forth in Item 2 of the Schedule 13D is hereby
amended by deleting the fourth paragraph thereof and substituting the
following in its place:
Comcast Corporation, a Pennsylvania corporation ("Comcast"), holds
stock of the Issuer reported herein through a wholly-owned
subsidiary, Comcast Teleport, Inc., a Delaware corporation ("Comcast
Teleport"). Comcast is principally engaged in the development,
management and operation of wired telecommunications, including cable
television and telephone services; wireless telecommunications,
including cellular, personal communication services and direct to
home satellite television; and content through programming
investments.
Sural Corporation, a Delaware corporation ("Sural") is the beneficial
owner of an aggregate of 10,631,287 shares of Comcast Class A Common
Stock ("Class A Common Stock") (assuming the conversion of 8,786,250
shares of Comcast Class B Common Stock ("Class B Common Stock")
beneficially owned by Sural into Class A Common Stock). Sural is the
sole owner of the Class B Common Stock outstanding, each share of
which is entitled to 15 votes and is convertible on a share-for-share
basis into Class A Common Stock or Comcast Class A Special Common
Stock. Based upon the 31,793,767 shares of Class A Common Stock
outstanding as of September 30, 1997, and treating the 8,786,250
shares of Class B Common Stock held by Sural as outstanding shares of
Class A Common Stock pursuant to Rule 13d-3(d)(1)(i) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
Sural is deemed to be the beneficial owner of approximately 26% of
the outstanding shares of Class A Common Stock.
On October 24, 1997, Ralph J. Roberts, the Chairman of the Board
of Comcast, gifted shares of Class A Common Stock of Sural to
Brian L. Roberts, the President and a director of Comcast. As a
result of the gift, Brian L. Roberts has sole voting power over
stock representing a majority of voting power of all Sural stock.
Pursuant to Rule 13d-3 of the Exchange Act, Brian L. Roberts is
deemed to be the beneficial owner of the Class A Common Stock and
the Class B Common Stock owned by Sural. Brian L. Roberts is
also the beneficial owner of an additional 4,061 shares of Class A
Common Stock, including 1,356 shares of such stock owned by his
wife, as to which shares he disclaims beneficial ownership. As of
September 30, 1997, the shares of Class A Common Stock and Class B
Common Stock owned by Sural constituted approximately 82% of the
voting power of the two classes of Comcast's voting Common Stock
combined.
The principal business address of Comcast is 1500 Market Street,
Philadelphia, Pennsylvania 19102-2148. The principal business
address of each of Comcast Teleport and Sural is 1105 N. Market
Street, Wilmington, Delaware 19801.
The information set forth on page 14 of Exhibit 99.2 of the
Schedule 13D is hereby amended and supplemented to include the following
information:
Brian L. Roberts is both a Director and an Executive Officer of
Comcast.
Julian A. Brodsky is the Assistant Treasurer of Comcast.
The information set forth on page 17 of Exhibit 99.2 of the
Schedule 13D is hereby amended and supplemented to include the following
information:
Brian L. Roberts is both a Director and an Executive Officer of
Comcast Teleport.
Stanley Wang is both a Director and Executive Officer of
Comcast Teleport and is the Senior Vice President, Secretary and General
Counsel of Comcast.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Date: October 27, 1997
Comcast Corporation
By:/s/ Stanley Wang
------------------------------------
Name: Stanley Wang
Title: Senior Vice President,
Secretary and General Counsel
