April 21, 1999 Registration No. 333-29885
Prospectus Supplement No. 4 Filed Pursuant to Rule 424(b)(3)
to Re-Offer Prospectus dated June 24, 1997 and Rule 424(c)
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PROSPECTUS SUPPLEMENT NO. 4
to
RE-OFFER PROSPECTUS DATED JUNE 24, 1997
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HUNGARIAN TELEPHONE AND CABLE CORP.
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The following information updates the "Selling Stockholders" section,
in its entirety, 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.
Shares
Shares Shares Owned
Owned Prior Offered After
Name and Title to Offering Hereby Offering Percent
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Francis J. Busacca, Jr. 41,990 39,990 2,000 *
Chief Financial Officer
Frank R. Cohen 112,750 87,750 5,000 *
former Director, Chief
Financial Officer and
Treasurer; current Consultant
(continued)
<PAGE>
Shares
Shares Shares Owned
Owned Prior Offered After
Name and Title to Offering Hereby Offering Percent
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David A. Finley 15,000 15,000 0 *
Director
Robert Genova 324,747 293,747 31,000 *
former Director, President
and Chief Executive Officer;
current Consultant
Richard P. Halka 5,000 5,000 0 *
former Treasurer
and Controller
William McGann 1,000 1,000 0 *
Controller
James G. Morrison 82,500 82,500 0 *
former Director, President
and Chief
Andrew E. Nicholson 67,325 65,000 2,325 *
former Senior Vice President
Peter T. Noone 32,600 32,500 100 *
General Counsel
Donald K. Roberton 200,000 200,000 0 *
former Vice Chairman;
current Consultant
John B. Ryan 26,000 25,000 1,000 *
Director
James H. Season
Director 20,000 20,000 0 *
William E. Starkey
Director 15,000 15,000 0 *
Daniel R. Vaughn
former Vice President 20,000 20,000 0 *
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963,912 902,487 61,425
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* 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 234,010 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.
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The date of this Re-Offer Prospectus Supplement No. 4 is April 21, 1999.
