SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
July 1, 1997
Date of Report (Date of earliest event reported)
Hungarian Telephone and Cable Corp.
(Exact name of Registrant as Specified in Charter)
Delaware 1-11484 13-3652685
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
100 First Stamford Place, Suite 204, Stamford, CT 06902
(Address of principal executive offices including zip code)
(203) 348-9069
(Registrant's telephone number, including area code)
Not applicable
(Former name or address, if changed since last report)
<PAGE>
-2-
INFORMATION TO BE INCLUDED IN THE REPORT
Item 5. Other Events
As announced on July 8, 1997 (see Exhibit 99.7 attached hereto)
Hungarian Telephone and Cable Corp., a Delaware corporation (AMEX: HTC - the
"Registrant"), completed its purchase from Tele Danmark A/S ("Seller") of 20.0%
of the outstanding capital stock of each of Kelet-Nograd Com Rt. ("KNC") and
Raba Com Rt. ("Raba-Com") (collectively, the "Equity Interests"), pursuant to a
stock purchase agreement dated as of July 1, 1997 (the "Acquisition Agreement").
In consideration for the acquisition of the Equity Interests, the Registrant has
issued 420,908 shares of its common stock to Seller.
KNC and Raba-Com are both Hungarian subsidiaries of the Registrant. As
a result of the purchase of the Equity Interests, the Registrant now owns 90% of
the outstanding capital stock of KNC and 86% of the outstanding capital stock of
Raba-Com.
The Acquisition Agreement provides for, among other things, (x) the
Registrant to nominate a representative of Seller for election to the
Registrant's, KNC's and Raba-Com's Board of Directors as long as Seller and its
affiliates own at least 300,000 shares of the Registrant's outstanding common
stock, (y) certain pre-emptive rights of Seller, upon issuance by the Registrant
of shares of its common stock, to maintain its then current percentage ownership
in the Registrant's outstanding common stock as long as Seller continues to own
at least 300,000 shares of the Registrant's outstanding common stock, and (z)
the obligation of the Registrant to purchase, and the obligation of the Seller
to sell, the shares of capital stock of KNC and Raba-Com currently held by the
Danish Investment Fund for Central and Eastern Europe if Seller acquires such
shares within the next twelve (12) months, on financial terms similar to the
Acquisition Agreement.
The summary information regarding the transactions and the Acquisition
Agreement discussed above is qualified in its entirety by reference to the
Acquisition Agreement, which is attached hereto as Exhibit 10.96 and
incorporated by reference into this response to Item 5.
<PAGE>
-3-
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a), (b) - Not applicable.
(c) Exhibits.
10.96 Stock Purchase Agreement, dated as of the 1st day of
July, 1997, between the Registrant and Tele Danmark A/S.
99.7 Press Release Issued by the Registrant on July 8, 1997.
[THE REST OF THIS PAGE INTENTIONALLY LEFT BLANK]
<PAGE>
-4-
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
HUNGARIAN TELEPHONE AND
CABLE CORP.
100 First Stamford Place, Suite 204
Stamford, CT 06902
(Registrant)
By: /s/James G. Morrison
James G. Morrison
President and Chief
Executive Officer
Dated: July 9, 1997
Stamford, CT
<PAGE>
INDEX TO EXHIBITS
Exhibit No. Description
- --------------------------------------------------------------------------------
10.96 Stock Purchase Agreement, dated as of the 1st day of July, 1997,
between the Registrant and Tele Danmark A/S.
99.7 Press Release issued by the Registrant on July 8, 1997.
Exhibit 10.96
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (this "Agreement") is made and entered
into as of the 1st day of July, 1997 between Hungarian Telephone and Cable
Corp., a Delaware, United States corporation ("HTCC"), as the buyer (HTCC or the
"Buyer"), and Tele Danmark A/S, a corporation organized under the laws of
Denmark ("TD"), as the seller (TD or the "Seller").
R E C I T A L S:
WHEREAS, Seller is the record and beneficial owner of 24,000 registered
shares (the "KNC Shares") of capital stock, par value HUF 10,000 per share, of
Kelet-Nograd Com Rt., a Hungarian corporation ("KNC"), constituting 20.0% of all
of the issued and outstanding capital stock of KNC on a fully diluted basis;
WHEREAS, Seller is the record and beneficial owner of 20,000 registered
shares (the "Raba-Com Shares") of capital stock, par value HUF 10,000 per share,
of Raba Com Rt., a Hungarian corporation ("Raba-Com"), constituting 20.0% of all
of the issued and outstanding capital stock of Raba-Com on a fully diluted
basis;
WHEREAS, KNC and Raba-Com are parties to Concession Contracts (the
"Concession Contracts") with the Ministry of Transportation, Telecommunications
and Water Management of the Republic of Hungary (the "Ministry") which authorize
such companies to provide, among other services, local telecommunications
services in the area of Salgotarjan, in the case of KNC, and the area of Sarvar,
in the case of Raba-Com;
WHEREAS, Buyer, HTCC Consulting Kft., a Hungarian corporation and
wholly-owned subsidiary of Buyer ("Consulting"), Seller, and the Danish
Investment Fund for Central and Eastern Europe (the "Danish Fund") are parties
to a certain Joint Venture and Shareholders' Agreement dated as of June 23,
1994, as amended, regarding each of the parties' ownership interests in KNC (the
"KNC Agreement");
WHEREAS, Buyer, Consulting, Seller and the Danish Fund are parties to a
certain Joint Venture and Shareholders' Agreement dated as of June 23, 1994, as
amended, regarding each of the parties' ownership interests in Raba-Com (the
"Raba-Com Agreement");
WHEREAS, Seller desires to sell, transfer and deliver to Buyer, and
Buyer desires to purchase and accept from Seller, all of Seller's respective
right, title and interests in KNC and Raba-Com, upon the terms and conditions
set forth in this Agreement;
WHEREAS, Seller and Buyer desire to terminate the KNC Agreement and the
Raba-Com Agreement;
NOW, THEREFORE, in consideration of the premises and the mutual
undertakings herein contained, the parties hereto hereby agree as follows:
<PAGE>
ARTICLE I
DEFINITIONS
1.1 Defined Terms. For purposes of this Agreement and any amendment
hereto, the following terms are defined as set out below:
"Affiliate" means, with respect to any Person, any Person directly or
indirectly controlling, controlled by, or under common control with such other
Person.
"Lien" means, with respect to any asset, any mortgage, lien, claim,
pledge, option, charge, right of first refusal, security interest or encumbrance
of any kind in respect of such asset.
"Person" means an individual, a corporation, a partnership, an
association, a trust or other entity or organization, including a government or
political subdivision or an agency or instrumentality thereof.
1.2 List of Additional Definitions. The following is a list of some
additional terms used in this Agreement and a reference to the Section thereto
in which such term is defined:
Term Section
Buyer Preamble
Concession Contracts Recitals
Consulting Recitals
Danish Fund Recitals
HTCC Common Stock Sec. 2.2(a)
Indemnitee Sec. 7.3
Indemnitor Sec. 7.3
Issuance Sec. 6.4
KNC Recitals
KNC Agreement Recitals
KNC Shares Recitals
Ministry Recitals
Raba-Com Recitals
Raba-Com Agreement Recitals
Raba-Com Shares Recitals
Seller Preamble
Transaction Shares Sec. 2.2(a)
Securities Act Sec. 2.2(b)
ARTICLE II
PURCHASE AND SALE OF SHARES
2.1 Purchase and Sale of Shares; Release of Liens. Upon the terms and
subject to the conditions of this Agreement and in exchange for the
consideration set forth in Section 2.2 below, on the date hereof Buyer shall
purchase and accept from Seller, and Seller shall sell, transfer, assign,
convey, endorse and deliver to Buyer all of Seller's right, title and interests
in the KNC Shares and the Raba-Com Shares, free and clear of all Liens.
-2-
<PAGE>
2.2 Consideration.
(a) In consideration for the purchase of all of the Seller's
right, title and interests in the KNC Shares and Raba-Com Shares as
provided in Section 2.1 above, as of the date hereof Buyer shall issue
to Seller an aggregate of 420,908 shares (the "Transaction Shares") of
Buyer's common stock, $.001 par value per share ("HTCC Common Stock").
(b) The Transaction Shares shall be duly authorized, validly
issued, fully paid and non-assessable. Seller agrees to hold its
Transaction Shares and not to convey such shares for a period of six
(6) months from the date hereof without the prior written consent of
Buyer and, in any event, not to offer to sell or otherwise transfer the
Transaction Shares without either registration or exemption from the
Securities Act of 1933, as amended (the "Securities Act"). Each
certificate for HTCC Common Stock issued to Seller pursuant to this
Agreement shall bear the following legend:
" The shares of stock represented by this certificate have
been issued pursuant to a certain Stock Purchase Agreement
dated as of July 1, 1997 between Hungarian Telephone and Cable
Corp. and Tele Danmark and have not been registered under the
Securities Act of 1933, as amended, and may not be sold or
otherwise transferred without registration thereunder or an
applicable exemption therefrom."
ARTICLE III
REQUIRED DELIVERABLES
3.1 Deliveries by Seller. On or as of the date hereof and as a
condition to Buyer's obligation to issue and deliver the Transaction Shares to
Seller, Seller shall deliver or cause to be delivered to Buyer all of the
following documents and instruments as more specifically described below:
(a) the KNC Shares duly endorsed in blank for transfer to
Buyer;
(b) an irrevocable power of attorney from Seller to Buyer's
Hungarian attorney (Dr. Peter Lakatos, Koves & Partners Clifford
Chance, H-1075 Budapest, Madach Imre ut 14) authorizing him to receive
and endorse to Buyer on behalf of Seller all the Raba-Com Shares as
soon as the new Raba-Com share certificates are printed according to
the resolutions of the Board of Directors of Raba-Com;
(c) An irrevocable declaration from Seller addressed to the
Board of Directors of Raba-Com, authorizing it to release the newly
printed Raba-Com Shares to Buyer's Hungarian attorney; and
(d) an agreement substantially in the form attached hereto as
Exhibit 3.1 terminating the KNC Agreement and the Raba-Com Agreement
executed by Seller and the Danish Fund.
3.2 Deliveries by Buyer. On or as of the date hereof and as a condition
to Seller's obligation to deliver the deliverables as set forth in Section 3.1
above, Buyer shall deliver or cause to be delivered to Seller all of the
following documents and instruments as more specifically described below:
-3-
<PAGE>
(a) a certificate(s) representing the Transaction Shares; and
(b) an agreement substantially in the form attached hereto as
Exhibit 3.1 terminating the KNC Agreement and the Raba-Com Agreement executed by
Buyer and Consulting.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF SELLER
Seller hereby represents and warrants to Buyer as follows:
4.1 Corporate Existence and Power. Seller is a corporation duly
incorporated, validly existing and in good standing under the laws of Denmark,
and has all corporate powers and all material governmental licenses,
authorizations, consents and approvals required to carry on its business as now
conducted.
4.2 Corporate Authorization. The execution, delivery and performance of
this Agreement and the consummation of the transactions effected hereby by
Seller are within its corporate powers and have been duly authorized by all
necessary corporate action, including the approval by its board of directors.
This Agreement constitutes a valid and binding agreement of Seller.
4.3 Governmental Authorization; Consents. The execution, delivery and
performance of this Agreement by Seller require no action by or in respect of,
or filing with, any governmental body, agency, official or authority other than
actions or filings which have been taken or made on or prior to the date hereof.
No consent, approval, waiver or other action by any Person under any contract,
agreement, indenture, lease, instrument or other document to which it is a party
or by which it is bound is required or necessary for the execution, delivery and
performance of this Agreement or the consummation of the transactions effected
hereby.
4.4 Non-Contravention. The execution, delivery and performance of this
Agreement by Seller does not (i) contravene or conflict with the certificate of
incorporation, bylaws or other charter documents of Seller or (ii) contravene or
conflict with or constitute a violation of any provision of any law, regulation,
judgment, injunction, order or decree binding upon or applicable to Seller or
(iii) contravene or conflict with any contract to which Seller is a party.
4.5 Ownership of Shares. Seller is the record and beneficial owner of
the KNC Shares and the Raba-Com Shares which comprise 20.0% of all of the
outstanding capital stock of each of KNC and Raba-Com, on a fully diluted basis.
Seller has legal, valid and marketable title to the KNC Shares and the Raba-Com
Shares, free and clear of all Liens except for the rights of Buyer, Consulting
and the Danish Fund as set forth in the KNC Agreement and the Raba-Com Agreement
which agreements are being terminated as of the date hereof as required by
Article III.
-4-
<PAGE>
4.6 Accredited Investor. Seller understands that the Transaction Shares
that it will acquire pursuant to this Agreement have not been registered under
the United State Securities Act of 1933, as amended (the "Act"). The Transaction
Shares are being acquired under this Agreement in good faith solely for its own
account, for investment and not with a view toward resale or other distribution
within the meaning of the Act. Seller is a sophisticated or accredited investor
for purposes of (i) the securities laws of the United States of America and (ii)
the ability of Buyer to issue the Transaction Shares without registration under
the securities laws of the United States of America.
4.7 Finder's Fees. There is no investment banker, broker, finder or
other intermediary which has been retained by or is authorized to act on behalf
of Seller who might be entitled to any fee or commission from Buyer or any of
its Affiliates upon consummation of the transactions contemplated by this
Agreement.
ARTICLE V
REPRESENTATIONS AND WARRANTIES OF BUYER
Buyer hereby represents and warrants to Seller as follows:
5.1 Organization and Existence. Buyer is a corporation duly
incorporated, validly existing and in good standing under the laws of Delaware
and has all corporate powers and all material governmental licenses,
authorizations, consents and approvals required to carry on its business as now
conducted.
5.2 Corporate Authorization. The execution, delivery and performance by
Buyer of this Agreement and the consummation by Buyer of the transactions
contemplated hereby are within the corporate powers of Buyer and have been duly
authorized by all necessary corporate action on the part of Buyer. This
Agreement constitutes a valid and binding agreement of Buyer.
5.3 Governmental Authorization. The execution, delivery and performance
by Buyer of this Agreement requires no action by or in respect of, or filing
with, any governmental body, agency, official or authority other than such
actions or filings that have been taken or made on or prior to the date hereof.
5.4 Non-Contravention. The execution, delivery and performance by Buyer
of this Agreement does not contravene or conflict with the Certificate of
Incorporation or By-Laws of Buyer or any provision of any law, regulation,
judgment, injunction, order or decree binding upon Buyer.
5.5 Finder's Fees. There is no investment banker, broker, finder
or other intermediary which has been retained by or is authorized to act on
behalf of Buyer who might be entitled to any fee or commission from Seller
or any Affiliate of Seller upon consummation of the transactions effected
by this Agreement.
-5-
<PAGE>
5.6 Litigation. There is no action, suit, investigation or proceeding
pending against, or to the knowledge of Buyer, threatened against or affecting,
Buyer before any court or arbitrator or any governmental body, agency or
official which in any manner challenges or seeks to prevent, enjoin, alter or
materially delay the transactions effected hereby.
5.7 Transaction Shares. All of the Transaction Shares issued to Seller
in connection with the transactions effected hereby are duly authorized, validly
issued, fully paid and nonassessable shares of HTCC Common Stock. The
Transaction Shares represent 9.1% of the outstanding shares of HTCC Common Stock
(including the Transaction Shares) as of the date hereof.
5.8 Due Diligence. Buyer has provided Seller, through Seller's
representative employee working out of Buyer's offices in Budapest, Hungary,
with all the material financial and budgeting information regarding Buyer and
its Hungarian subsidiaries. Buyer has also provided Seller with all other
material information that Seller has requested and all such information that
investors in the United States public markets currently have access to in making
an investment decision regarding a purchase or sale of HTCC Common Stock. None
of the documents or other information provided to Seller contain any untrue
statement of a material fact or omits to state a material fact necessary in
order to make the statements contained therein not misleading.
5.9 No Undisclosed Material Liabilities; No Material Adverse Change.
Other than as disclosed in Buyer's filings with the United States Securities and
Exchange Commission pursuant to the Securities Act or the Securities Exchange
Act of 1934, as amended, or disclosed to Seller's representatives working at
Buyer's Hungarian offices or Seller's representative on KNC's and Raba-Com's
Boards of Directors, since March 31, 1997, (i) there have been no material
liabilities incurred by Buyer other than those incurred in the ordinary course
of business consistent with past practice and (ii) there has not been any
material adverse change in the business, assets or financial condition of Buyer
and its Hungarian subsidiaries taken as a whole.
ARTICLE VI
OTHER AGREEMENTS
6.1 Buyer's Board of Directors. At the next meeting of the Board of
Directors of Buyer, Buyer shall take or initiate such actions as are necessary
to elect to the Buyer Board of Directors one person to be designated by Seller.
Seller's designee, or his successor(s), shall be entitled to be re-nominated for
reelection to the Buyer Board of Directors for as long as Seller and its
Affiliates collectively hold at least 300,000 shares of HTCC Common Stock.
6.2 Subsidiary Board of Directors. The designee(s) of Seller shall
maintain their current seat on the Board of Directors and the Supervisory Board
of each of KNC and Raba-Com for the remainder of the 1997-1998 term. Buyer shall
nominate and support for election one designee of Seller for one seat of each of
the Board of Directors and Supervisory Board of each of KNC and Raba-Com at each
annual meeting of stockholders of KNC and Raba-Com for as long as Seller and its
Affiliates collectively hold at least 300,000 shares of HTCC Common Stock. Buyer
and Seller shall cause the Deed of Foundation or Articles of Association of each
of KNC and Raba-Com to be amended so that there are no resolutions which require
the unanimous approval of the Board of Directors or Supervisory Board of such
companies.
-6-
<PAGE>
6.3 The Danish Fund Shares. If Seller acquires, within twelve (12)
months of the date hereof, the shares of KNC and Raba-Com currently held by the
Danish Fund, Seller shall sell such shares to Buyer, and Buyer shall purchase
such shares from Seller, on financial terms substantially similar to the
purchase and sale of the KNC Shares and Raba-Com Shares as set forth in this
Agreement.
6.4 Pre-emptive Rights. As of the date hereof, following consummation
of the transactions effectuated hereby, Seller owns 9.7% of the presently
outstanding shares of HTCC Common Stock. Seller's ownership of HTCC Common Stock
includes the Transaction Shares and 25,000 shares of HTCC Common Stock
previously purchased by Seller. In connection with any public or private
issuance of shares of HTCC Common Stock (an "Issuance") and provided Seller
continues to own at least 300,000 shares of HTCC Common Stock as of the date of
the Issuance, Buyer shall grant Seller the right for a thirty (30) day period
following any such Issuance to purchase such number of shares of HTCC Common
Stock sufficient to maintain Seller's percentage ownership interest in the
outstanding shares of HTCC Common Stock, with such percentage ownership interest
to be calculated immediately prior to the Issuance and with the number of shares
subject to such purchase right to be calculated after giving effect to the
Issuance. Seller must exercise such right within 30 days of such Issuance and
must pay the purchase price for such shares in cash (U.S. Dollars) concurrently
with the exercise of such right. The purchase price per share for such shares
shall be the greater of (x) the cash paid per share in the Issuance, (y) the
value assigned per share in the Issuance in a non-cash transaction, or (z) the
fair market value per share of HTCC Common Stock on the date of issuance. The
"fair market value" of a share of Common Stock means the average of the high and
low quoted sales price on the date in question (or, if there is no reported sale
on such date, on the last preceding date on which any reported sale occurred) of
a share on the American Stock Exchange, or, if the shares are not listed or
admitted to trading on such Exchange, on the principal United States securities
exchange registered under the Securities Act of 1934, as amended, on which the
shares as listed or admitted to trading, or if the shares are not listed or
admitted to trading on any such exchange, the mean between the closing high bid
and low asked quotations with respect to a share on such date on the National
Association of Securities Dealers, Inc. Automated Quotation System, or any
similar system then in use, of if no such quotations are available, the fair
market value on such date of a share as the Committee shall determine. Customary
adjustments may be made in the number of shares offered to Seller in order to
eliminate fractional shares.
6.5 Future Financing. Buyer shall discuss with Seller, through Seller's
representative on Buyer's Board of Directors, the financing for any potential
acquisitions that Buyer may consider, which board discussion shall include the
possible financing of any such acquisition through equity financing provided by
Seller which equity financing could increase Seller's equity percentage
ownership of Buyer.
ARTICLE VII
INDEMNIFICATION
7.1 Indemnification by Each Seller. Seller does hereby indemnify and
hold Buyer harmless from and against the following:
-7-
<PAGE>
(a) any and all losses, claims, liabilities, damages,
deficiencies, costs or expenses suffered or incurred by Buyer or its
Affiliates resulting from any untrue representation, breach of warranty
or non-fulfillment of any covenant or agreement by Seller contained in
this Agreement, any document delivered by Seller pursuant to this
Agreement, or in any statement, exhibit, schedule or certificate
furnished or to be furnished to Buyer pursuant hereto or in connection
with the transactions provided for herein; and
(b) any and all actions, suits, proceedings, claims,
complaints, demands, assessments, judgments, costs and expenses
suffered or incurred by Buyer or its Affiliates, including reasonable
attorneys' fees and disbursements, incident to any of the foregoing.
7.2 Indemnification by Buyer. Buyer does hereby indemnify and hold
Seller harmless from and against the following:
(a) any and all losses, claims, liabilities, damages,
deficiencies, costs or expenses suffered or incurred by Seller
resulting from any untrue representation, breach of warranty or
non-fulfillment of any covenant or agreement by Buyer contained in this
Agreement or in any statement, exhibit, schedule or certificate
furnished or to be furnished by Buyer to Seller pursuant hereto or in
connection with the transactions provided for herein; and
(b) any and all actions, suits, proceedings, claims,
complaints, demands, assessments, judgments, costs and expenses
suffered or incurred by Seller, including reasonable attorneys' fees
and disbursements, incident to any of the foregoing.
7.3 Notice of Third-Party Claims. If any action, suit or proceeding
shall be commenced against, or any claim or demand shall be asserted against
Buyer or Seller, in respect of which a party (Buyer or Seller) proposes to seek
indemnification under this Article VII, the party seeking indemnification (the
"Indemnitee") shall give prompt notice thereof to the other party (the
"Indemnitor"), and shall permit the Indemnitor, at its sole cost and expense, to
assume the defense of any such claim or any litigation resulting therefrom;
provided, however, that the Indemnitee shall have the option, at its own
expense, to participate in the defense thereof; and provided further, that the
failure of any Indemnitee to give notice as provided herein shall not relieve
the Indemnitor of its obligations under this Article VII except to the extent
that the Indemnitor is actually prejudiced by such failure to give notice.
Failure by the Indemnitor to notify the Indemnitee of its election to defend any
such action within fifteen (15) days after notice thereof shall be deemed a
waiver by the Indemnitor of its right to defend such action. In the defense of
such claim or any litigation resulting therefrom, the Indemnitor shall not,
without the written consent of the Indemnitee: (a) consent to the entry of any
judgment, or (b) enter into any settlement which does not include as an
unconditional term thereof the giving by the claimant or the plaintiff to the
Indemnitee of a release from all liability in respect to such claim or
litigation. If such defense is unsuccessful or abandoned by the Indemnitor,
then, upon the Indemnitor's failure to pay an amount sufficient to discharge any
such claim or judgment, the Indemnitee may pay and settle the same and the
indemnitor's liability shall be conclusively established by any such payment. If
the Indemnitor fails to assume the defense of any such claim or litigation
resulting therefrom, the Indemnitee may defend against and settle such claim or
litigation in such manner as it may seem appropriate and the Indemnitor shall
promptly reimburse the Indemnitee for the amount of all expenses, legal or
otherwise, incurred by the Indemnitee in connection with the defense against or
settlement of such claim or litigation. If no settlement is made, the Indemnitor
shall promptly reimburse the Indemnitee for the amount of any judgment rendered
with respect to such claim or such litigation and of all expenses, legal or
otherwise, incurred by the Indemnitee in the defense thereof.
-8-
<PAGE>
ARTICLE VIII
MISCELLANEOUS
8.1 Survival of Representations and Warranties. The representations and
warranties made herein by the parties shall survive for a period of twelve (12)
months after the date hereof. Any claim for indemnification with respect to an
alleged breach of a representation or warranty not asserted by notice to the
indemnifying party, which notice specified a particular breach and the facts and
circumstances relating thereto in reasonable detail, prior to the expiration of
such survival period may not be pursued and is irrevocably waived after such
time.
8.2 Execution of Counterparts. This Agreement may be executed in one or
more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same document. Execution counterparts may
be delivered by facsimile provided that original execution copies shall be
delivered to each of the parties for signature.
8.3 Assignment, Successors and Assigns. This Agreement shall be binding
upon and inure to the benefit of the parties and their successors and assigns.
Neither this Agreement nor any rights or responsibilities hereunder shall be
assigned by any party without the prior written consent of the other parties.
8.4 Applicable Law; Consent to Jurisdiction; Forum. This Agreement
shall be governed by and construed and enforced in accordance with the laws of
the State of Delaware without giving effect to the provisions, policies or
principles of any state relating to choice or conflict of laws except to the
extent Hungarian corporate law may apply to any matter covered by this
Agreement. In accordance with Title 6, Section 2708 of the Delaware Code
Annotated, each party hereby submits to the jurisdiction of the courts of
Delaware and agrees to be served with legal process from any of such courts.
Each party hereby irrevocably waives, to the fullest extent permitted by law,
any objection that it may have, whether now or in the future, to the laying of
the venue in, or to the jurisdiction of, any and each of such courts for the
purpose of any such suit, action, proceeding or judgment and further waives any
claim that any such suit, action, proceeding or judgment has been brought in an
inconvenient forum.
8.5 Expenses. Except as otherwise expressly provided in this Agreement,
each party shall bear its own expenses incurred in connection with the execution
and performance of this Agreement and the consummation of the transactions
effected hereby, including the fees, expenses and disbursements of its counsel
and advisors.
8.6 Entire Agreement; Severability. This Agreement constitutes the
entire understanding among the parties and supersedes and cancels any other
agreement, representation, or communication, whether oral or written, between
the parties hereto relating to the transactions contemplated hereby or the
subject matter hereof unless such other agreement, representation, or
communication is in writing and bears a date contemporaneous with or subsequent
to the date hereof. In the event that any provision or any part of any provision
of this Agreement shall be void or unenforceable for any reason, whatsoever,
then such provision shall be stricken and of no force and effect. However,
unless such stricken provision goes to the essence of the consideration
bargained for by a party, the remaining provisions of this Agreement shall
continue in full force and effect, and to the extent required, shall be modified
to preserve their validity.
-9-
<PAGE>
8.7 Notices. Any notice, certification, request, demand and other
communication hereunder shall be in writing and shall be deemed to have been
duly given and delivered if mailed, by certified mail, first class postage
prepaid, or delivered personally or by recognized overnight air courier, or if
sent by telecopier transmission, with transmission confirmed in writing:
If to HTCC: and:
Kiralyhago u.2. 100 First Stamford Place, Suite 204
H-1126 Budapest, Hungary Stamford, CT 06902
Telephone: 011-36-1-457-6300 Telephone: 203-348-9069
Facsimile: 011-36-1-202-4778 Facsimile: 203-348-9128
Attn: Andrew E. Nicholson Attn: Peter T. Noone, Esq.
If to Tele Danmark A/S: With a copy to:
Taastrap, Denmark Plesner & Gr0nborg
Telephone: 011-45-43-50-91-80 Telephone: 011-45-33-12-11-33
Facsimile: 011-45-43-52-11-92 Facsimile: 011-45-33-12-00-14
Attn: Ole Bertram Attn: Christian Th. Kjolbye
or to such other address as each party may designate for itself by like notice
to the other parties.
8.8 Waivers. Any term or provision of this Agreement may be waived, or
the time for its performance may be extended, by the party entitled to the
benefit thereof. Any such waiver shall be validly and sufficiently authorized
for the purposes of this Agreement if, as to any party, it is authorized in
writing by an authorized representative of such party. The failure of any party
hereto to enforce at any time any provision of this Agreement shall not be
construed to be a waiver of such provision, nor in any way to affect the
validity of this Agreement or any part hereof or the right of any party
thereafter to enforce each and every such provision. No waiver of any breach of
this Agreement shall be held to constitute a waiver of any other or subsequent
breach.
8.9 Further Assurances. If, at any time after the date hereof, Buyer
shall consider or be advised that any further assignments, documents,
instruments, agreements, or releases are necessary, desirable or proper to (a)
vest, perfect or confirm, of record or otherwise, in Buyer, title in and to the
Shares, or (b) otherwise carry out any of the provisions or purposes of this
Agreement, the parties hereto agree to execute and deliver all such assignments,
documents, instruments, agreements or releases as reasonably may be necessary,
desirable or proper to vest, perfect or confirm title to the Shares in Buyer or
to otherwise carry out any of the provisions or purposes of this Agreement.
-10-
<PAGE>
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.
HUNGARIAN TELEPHONE AND CABLE CORP.
By: /s/James G. Morrison
--------------------------------
James G. Morrison, President and Chief
Executive Officer
TELE DANMARK A/S
By: /s/Lars Gronberg
-----------------------------------
Name: Lars Gronberg
Title: Managing Director
Signature Page of Stock Purchase Agreement
Re: KNC and Raba-Com
-11-
Exhibit 99.7
HUNGARIAN TELEPHONE AND CABLE CORP.
HUNGARIAN TELEPHONE AND CABLE
FINALIZES AGREEMENT WITH TELE DANMARK
STAMFORD, Conn., July 8, 1997 - Hungarian Telephone and Cable Corp. (AMEX:HTC)
announced today that it has concluded the agreement with Tele Danmark A/S
pursuant to which Tele Danmark will exchange its 20 percent interest in each of
two of the Company's Hungarian operating subsidiaries, valued at $5.3 million,
for 420,908 shares of HTC common stock.
As was previously announced by the Company, the parties' valuation
indicates a $12.57 per share value for the HTC common shares to be issued. The
420,908 shares constitutes 9.1 percent of the presently outstanding shares of
the Company.
Under the agreement, Tele Danmark is granted the preemptive right to
maintain its equity ownership percentage, which is currently 9.7 percent of the
outstanding shares of HTC. In addition, the Company has agreed to nominate a
representative of Tele Danmark to HTC's board of directors. The agreement also
provides for HTC to consider possible equity financing to be provided by Tele
Danmark for any potential future acquisitions.
Tele Danmark is the Danish public telephone operator whose shares trade
on the Copenhagen Stock Exchange as well as the New York Stock Exchange. In
addition to its interest in HTC, Tele Danmark is involved in the Hungarian
telecommunications market through its 23.2 percent ownership in Pannon GSM Rt.,
a provider of cellular telephone service in Hungary with 158,000 subscribers at
year end 1996.
Hungarian Telephone and Cable Corp. is a rapidly growing provider of
basic telephone services in five defined operating regions of the Republic of
Hungary. The Company operates through four Hungarian subsidiaries which have
been granted 25-year telecommunications concessions by the Hungarian government.
# # #
