SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________
SCHEDULE 13D/A
(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. 4)
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)
July 23, 1998
(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 Page 2 of 4 Pages
- -------------------- -----------------
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*
OO
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
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY None; See Items 3 and 5.
OWNED BY EACH
REPORTING PERSON 8 SHARED VOTING POWER
WITH None; See Items 3 and 5.
9 SOLE DISPOSITIVE POWER
None; See Items 3 and 5.
10 SHARED DISPOSITIVE POWER
None; See Items 3 and 5.
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
None; See Items 3 and 5.
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.00%; See Items 3 and 5.
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 together with other
reporting persons on July 17, 1996 and amended on January 20, 1998 and
separately amended on December 23, 1996, May 15, 1997 and October 27, 1997
(the "Schedule 13D"), to disclose the disposition of its interest in Class A
Common Stock of the Teleport Communications Group Inc., a Delaware corporation
("TCGI" or the "Issuer").
Unless otherwise indicated, each capitalized term used but not
defined herein shall have the meaning assigned to such term in the Schedule
13D.
Item 5. Interest in Securities of the Issuer
Item 5 of the Report is hereby amended and supplemented by
adding the following information thereto:
In connection with the consummation of the transactions
contemplated by the Agreement and Plan of Merger, dated as of January 8, 1998,
among AT&T Corp., TA Merger Corp. and the Issuer (filed as Exhibit 99.6 to
Amendment No. 1 to the Schedule 13D filed January 8, 1998), as of July 23,
1998 all of the Class A Common Stock held by Comcast was converted to other
consideration and Comcast was no longer the beneficial owner of more than five
percent of the Class A Common Stock.
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: August 20, 1998
Comcast Corporation
By: /s/ Arthur R. Block
--------------------------------
Name: Arthur R. Block
Title: Vice President
