SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12b-25
Commission File Number 1-11484
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NOTIFICATION OF LATE FILING
(Check One): |X| Form 10-K __ Form 11-K __ Form 20-F __ Form 10-Q
__ Form N-SAR
For Period Ended: December 31, 1999
__ Transition Report on Form 10-K
__ Transition Report on Form 10-Q
__ Transition Report on Form 20-F
__ Transition Report on Form N-SAR
__ Transition Report on Form 11-K
For the Transition Period Ended:
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above,
identify the item(s) to which the notification relates:
PART I
REGISTRANT INFORMATION
Full name of registrant Hungarian Telephone and Cable Corp.
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Former name if applicable
Address of principal executive office (Street and number) 100
First Stamford Place, Suite 204
City, state and zip code Stamford, CT 06902
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PART II
RULE 12b-25 (b) AND (c)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed.
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(Check box if appropriate |X|)
(a) The reasons described in reasonable detail in Part III of this form could
not be eliminated without unreasonable effort or expense;
(b) The subject annual report, semi-annual report, transition report on Form
10-K, 20-F, 11-K or Form N-SAR, or portion thereof will be filed on or
before the 15th calendar day following the prescribed due date; or the
subject quarterly report or transition report on Form 10-Q, or portion
thereof will be filed on or before the fifth calendar day following the
prescribed due date; and
(c) The accountant's statement or other exhibit required by Rule 12b-25(c) has
been attached if applicable.
PART III
NARRATIVE
State below in reasonable detail the reasons why Form 10-K, 11-K, 20-F,
10-Q, N-SAR or the transition report portion thereof could not be filed within
the prescribed time period. (Attached extra sheets if needed.)
Hungarian Telephone and Cable Corp. (the "Registrant") is
unable to file its Annual Report on Form 10-K for 1999 within the
prescribed time period without unreasonable effort and expense for
the reasons summarized herein.
The Registrant received an audit opinion regarding its Annual
Report on Form 10-K for 1998 from the Registrant's independent auditors
that contained a "going concern" explanatory paragraph. The "going
concern" explanatory paragraph was included due to the inability of the
Registrant at such time to service the scheduled repayments under a
credit agreement and a vendor financing facility (together, the March
1999 Credit Facilities"). In May 1999 the Company completed a privately
negotiated revision of its capital structure which included: (i) equity
contributions by two of the Registrant's existing shareholders, its
bank creditor and a Danish government fund; (ii) the pay off and
termination of substantially all of the Company's obligations under the
March 1999 Credit Facilities; and (iii) the Registrant entering into a
$138 million Dual Currency Bridge Loan Agreement (the "Bridge Loan")
with Postabank Rt., a Hungarian commercial bank which matures on May
10, 2000. The Bridge Loan is the Registrant's only significant
remaining debt obligation. The Registrant's auditors have informed the
Registrant that until such time as the Registrant pays off or
refinances the Bridge Loan, the auditor's opinion would contain a
"going concern" explanatory paragraph. After eight months work, the
Registrant is in the final stages of completing a seven-year syndicated
credit facility arranged by Citibank, N.A. and Westdeutsche Landesbank
Girozentrale which will pay off the Bridge Loan and should enable the
Registrant's auditors to issue an audit opinion without a "going
concern" explanatory paragraph. The Registrant expects to execute its
syndicated credit facility in early April, which would enable the
Registrant to file its Annual Report on Form 10-K for 1999 by April 14,
2000.
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In light of this pending fundamental revision of its financial
structure, the Registrant is not able to file its Annual Report on Form
10-K for 1999 by March 30, 2000 without unreasonable effort and
expense. In order to timely file its 10-K, the Registrant would have to
reallocate its scarce employee resources away from the completion of
the syndicated credit facility to the 10-K which would make the
consummation of the syndicated credit facility in a timely manner more
difficult. In addition, if the Registrant were to timely file its
Annual Report on Form 10-K, the Registrant would have to file an
amended 10-K following the consummation of the syndicated credit
facility. An amended 10-K would be necessary to include the revised
disclosure in several sections of the 10-K, including the Company's
financial footnotes, to reflect the pending fundamental revisions to
the Registrant's capital structure. An amended 10-K would also include
an amended auditor's opinion to reflect such revisions to the
Registrant's capital structure. Therefore, the filing of an amended
10-K would result in additional work and expenses by both the
Registrant and its auditor.
Therefore, for the reasons summarized above, the Registrant
cannot timely file its 1999 Annual Report on Form 10-K without
unreasonable effort and expense.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification Peter T. Noone (203) 348-9069
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(Name) (Area Code)(Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d)
of the Securities Exchange Act of 1934 or Section 30 of the Investment Company
Act of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer is no,
identify report(s).
|X| Yes __ No
(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year will be
reflected by the earnings statement to be included in the subject report or
portion thereof?
__ Yes |X| No
If so: attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons why a
reasonable estimate of the results cannot be made.
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Hungarian Telephone and Cable Corp.
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(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date March 30, 2000 By /s/Peter T. Noone
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Peter T. Noone
General Counsel
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