UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
TELEPORT COMMUNICATIONS GROUP INC.
(Name of Issuer)
CLASS A COMMON STOCK, $.01 PAR VALUE
(Title of Class of Securities)
879463 107
(CUSIP Number)
Amos B. Hostetter, Jr.
Continental Cablevision, Inc.
The Pilot House, Lewis Wharf
Boston, Massachusetts 02110
(617) 742-9500
(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)
February 19, 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
schedule because of Rule 13d-1(b)(3) or (4), check the following box / /.
Check the following box if a fee is being paid with the statement / /. (A fee is
not required only if the reporting person (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
* 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
disclosures provided in a prior cover page.
The information required on 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).
<PAGE>
SCHEDULE 13D
CUSIP No. 879463 107 Page 2 of 5 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Continental Cablevision, Inc.
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
Delaware
7 SOLE VOTING POWER
NUMBER OF
SHARES None; See Items 3 and 5(a).
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
127,274,632 - Class B; 1,011,528 -
Class A; See Items 3 and 5(a).
9 SOLE DISPOSITIVE POWER
None
10 SHARED DISPOSITIVE POWER
127,274,632 - Class B; See Items 3
and 5(a).
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
127,274,632 - 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)
79.7%; See Items 3 and 5(a)
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 879463 107 Page 3 of 5 Pages
Continental Cablevision, Inc. ("Continental") hereby amends and
supplements its report on Schedule 13D, originally filed on July 17, 1996 (the
"Schedule 13D"), to disclose its disposition of shares of Class A Common Stock,
$.01 par value per share (the "Shares"), of Teleport Communications Group Inc.
("TCGI"). 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 Schdule 13D is hereby amended
and supplemented to include the following information:
This Amendment is filed pursuant to Rule 13d-2(a) soley on behalf of
Continental to report the following dispositions of Shares:
Number of Shares Date of Sale Price per share
---------------- ------------ ---------------
4,000,000 02/19/97 $ 29.375
15,000 01/13/97 $ 31.50
2,500 01/10/97 $ 32.00
2,500 01/10/97 $ 31.625
55,000 01/10/97 $ 31.50
Continental is a wholly owned subsidiary of U S WEST, Inc., a Delaware
corporation.
Item 4. Purpose of transaction.
The purpose of the dispositions reported is compliance with the terms
of the Consent Decree (as defined).
Item 5. Interest in securities of the issuer.
Continental's holdings as reported in the table in Item 5 are hereby
amended and restated as follows. The percentage ownership figure given is based
on 45,438,964 oustanding shares of Class A Common Stock, as reported in TCGI's
Quarterly Report on Form 10-Q for the quarter ended September 30, 1996 as
adjusted for conversion of 4,000,000 Shares prior to sale and assuming
conversion of Continental's Class B Common Stock into Class A Common Stock.
<TABLE>
<CAPTION>
Class A Common Percentage of
Class A Common Stock that may be Total Class A Class A
Stock Currently Acquired within Common Stock Common
Owned 60 days Owned Stock
------ ------- ----- -----
<S> <C> <C> <C> <C>
Continental*.......................... - 13,785,592 13,785,592 30.34%
--- ---------- ----------
- -----------------
<FN>
* Each Filing Person may be deemed to beneficially own each other Filing
Person's shares of Class A Common Stock and Class B Common Stock.
</FN>
</TABLE>
<PAGE>
SCHEDULE 13D
CUSIP No. 879463 107 Page 4 of 5 Pages
Item 6. Contracts, arrangements, understandings or relationships with
respect to securities of the issuer.
Following completion of the merger of Continental Cablevision, Inc.
with and into a subsidiary of U S WEST, Inc., Continental entered into a consent
decree with the Antitrust Division of the United State Department of Justice,
United States of America v. U S WEST, Inc. and Continental Cablevision, Inc.,
(D.D.C. case No. 96- 2529), (the "Consent Decree"). Pursuant to the provisions
of the Consent Decree, Continental is not permitted to acquire any additional
Shares and must divest the Shares which it currently holds. The Consent Decree
is not yet final.
<PAGE>
SCHEDULE 13D
CUSIP No. 879463 107 Page 5 of 5 Pages
SIGNATURES
After reasonable inquiry and to the best of their knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: February 28, 1997 CONTINENTAL CABLEVISION, INC
By: /s/ P. Eric Krauss
Name: P. Eric Krauss
Title: Vice President and Treasurer
