May 19, 1998 Registration No. 333-29885
Prospectus Supplement No. 2 Filed Pursuant to Rule 424(b)(3)
to Re-Offer Prospectus dated June 24, 1997 and Rule 424(c)
(as supplemented November 7, 1997).
----------------------------------------------------------------
PROSPECTUS SUPPLEMENT NO. 2
to
RE-OFFER PROSPECTUS DATED JUNE 24, 1997
----------------------------------------------------------------
HUNGARIAN TELEPHONE AND CABLE CORP.
----------------------------------------------------------------
The following information updates and supplements the "Selling
Stockholders" section of the re-offer prospectus dated June 24, 1997 (the
"Prospectus") covering reoffers and resales by affiliates of Hungarian Telephone
and Cable Corp. and others of common stock, par value $0.001 per share, which
were acquired, or may be acquired, under Hungarian Telephone and Cable Corp.'s
1992 Incentive Stock Option Plan, as amended, Non-Employee Director Stock Option
Plan, or certain employment agreements between Hungarian Telephone and Cable
Corp. and certain persons. The Prospectus was filed with the Securities and
Exchange Commission as part of Registration Statement No. 333-29885.
The "Selling Stockholders" section is updated and restated in its
entirety as follows:
SELLING STOCKHOLDERS
The Shares that may be offered for sale from time to time by the
Selling Stockholders consist of Shares that were acquired or may be acquired by
such Selling Stockholders pursuant to either the Incentive Plan or the Director
Plan or certain of some of their individual employment agreements.
The following table sets forth the name of each Selling Stockholder,
the nature of his position with the Company, the number of Shares of Common
Stock owned by each Selling Stockholder prior to the offering, and the number of
Shares and (if one percent or more) the percentage of the class to be owned by
such Selling Stockholder after the offering. <TABLE>
Shares
Shares Shares Owned
Owned Prior Offered After
Name and Title to Offering Hereby Offering Percent
- -----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Francis J. Busacca, Jr. 32,000 30,000 2,000 *
Chief Financial Officer
Frank R. Cohen
former Director, Chief
Financial Officer and
Treasurer; current Consultant 112,750 87,750 25,000 *
(continued)
<PAGE>
Shares
Shares Shares Owned
Owned Prior Offered After
Name and Title to Offering Hereby Offering Percent
- -----------------------------------------------------------------------------------------
David A. Finley
Director 10,000 10,000 0 *
Robert Genova
former Director, President
and Chief Executive Officer;
current Consultant 324,747 293,747 31,000 *
Richard P. Halka
former Treasurer
and Controller 5,000 5,000 0 *
James G. Morrison
Director 88,750 82,500 6,250 *
Andrew E. Nicholson
Senior Vice President-
Business Development 95,625 65,000 30,625 *
Peter T. Noone 17,600 17,500 100 *
General Counsel
Donald K. Roberton
former Vice Chairman;
current Consultant 200,000 200,000 0 *
John B. Ryan
Director 20,500 20,000 500 *
James H. Season
Director 15,000 15,000 0 *
William E. Starkey
Director 10,000 10,000 0 *
Daniel R. Vaughn
former Vice President 20,000 20,000 0 *
- ---------------------------
</TABLE>
* Represents as to each Selling Stockholder less than 1% of the shares of Common
Stock outstanding.
Note: 10,000 of such shares previously offered were subsequently sold. The
remaining 280,000 Shares offered in this Re-Offer Prospectus may be re-offered
from time to time by certain of the officers and directors listed above or by
other officers and/or directors. This Re-Offer Prospectus will be supplemented
by amendment from time to time as their names and the amounts of Shares to be
re-offered become known.
----------------------------------------------------------------
The date of this Re-Offer Prospectus Supplement No. 2 is May 19, 1998.
