SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)
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Hungarian Telephone and Cable Corp.
(Name of Issuer)
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Common Stock, par value U.S.$0.001 per Share
(Title of Class of Securities)
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4455421030
(Cusip Number)
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Torben V. Holm
TDC A/S
(Formerly Tele Danmark A/S)
Noerregade 21
0900 Copenhagen C, Denmark
Tel: +45 3399 8050
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
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September 3, 2004
(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 that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. [ ]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.
(Continued on following page(s))
Page 1 of 5 Pages
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CUSIP No. 4455421030 13D Page 2 of 5 Pages
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1.
NAME OF REPORTING PERSON. I.R.S. IDENTIFICATION NOS. OF
ABOVE PERSON.
TDC A/S (formerly Tele Danmark A/S)
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2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
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3.
SEC USE ONLY
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4.
SOURCES OF FUNDS
WC
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5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e)
[ ]
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6.
CITIZENSHIP OR PLACE OF ORGANIZATION
Denmark
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NUMBER OF 7.
UNITS SOLE VOTING POWER
5,428,846*
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BENEFICIALLY 8.
OWNED BY SHARED VOTING POWER
N/A
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EACH 9.
REPORTING SOLE DISPOSITIVE POWER
5,428,846*
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PERSON WITH 10.
SHARED DISPOSITIVE POWER
N/A
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11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,428,846*
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12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[ ]
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13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
42.8%
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14.
TYPE OF REPORTING PERSON
CO, HC
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* Includes (i) 3,865,302 shares currently owned by the Reporting Person, (ii)
options exercisable within the next 60 days to acquire up to an additional
1,383,544 shares and (ii) options exercisable within the next 60 days to acquire
up to 18,000 shares of Series A Convertible Preferred Stock, each share of which
is convertible into ten shares of common stock of the issuer at the option of
the holder.
This Amendment No. 4 to the Schedule 13D of TDC A/S (formerly Tele Danmark
A/S) (the "Filing Person") relates to the ownership by the Filing Person of the
Common Stock, par value U.S.$0.001 per Share (the "Shares") of Hungarian
Telephone and Cable Corp. (the "Issuer"). This Amendment No. 4 amends and
supplements the Schedule 13D of the Filing Person filed on July 15, 1997, as
amended by Amendment No. 1, Amendment No. 2 and Amendment No. 3 thereto (the
"Schedule 13D"). Except as set forth below, the information in the Schedule 13D
remains as stated therein and is incorporated herein by reference. Capitalized
terms used but not defined herein have the meanings assigned to them in the
Schedule 13D.
ITEM 3: SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION
Item 3 of the Schedule 13D is hereby amended and supplemented by adding the
following:
On September 3, 2004, the Filing Person entered into an option agreement
with Asset Holder PCC No. 2 Limited re. Ashmore Emerging Economy Portfolio
("AEEP") pursuant to which it acquired an option to purchase 241,800 Shares of
the Issuer ("Option 1"). Because the Filing Person may exercise such option
within the next 60 days, the Filing Person is deemed to beneficially own for
purposes of this Schedule 13D the shares that it would own were it to exercise
such option. The Filing Person acquired such option at a price of U.S.$1.00. The
option permits the Filing Person to acquire Shares at a price of between
U.S.$5.01 and U.S.$5.12 per share, depending on when the option is exercised.
On September 3, 2004, the Filing Person also entered into an option
agreement with EMDCD Limited ("EMDCD") pursuant to which it acquired an option
to purchase 1,141,744 Shares of the Issuer ("Option 2"). Because the Filing
Person may exercise such option within the next 60 days, the Filing Person is
deemed to beneficially own for purposes of this Schedule 13D the shares that it
would own were it to exercise such option. The Filing Person acquired such
option at a price of U.S.$1.00. The option permits the Filing Person to acquire
Shares at a price of between U.S.$5.01 and U.S.$5.12 per share, depending on
when the option is exercised.
On September 3, 2004, the Filing Person entered into an option agreement
Ashmore Global Special Solutions Fund Limited ("GSSF") pursuant to which it
acquired an option to purchase 18,000 shares of Series A Convertible Preferred
Stock of the Issuer ("Option 3" and, together with Option 1 and Option 2, the
"Option Agreements"). Each share of Series A Convertible Preferred Stock is
convertible at the option of the holder into ten Shares of the Issuer. Because
the Filing Person may exercise such option within the next 60 days, the Filing
Person is deemed to beneficially own for purposes of this Schedule 13D the
shares that it would own were it to exercise such option. The Filing Person
acquired such option at a price of U.S.$1.00. The option permits the Filing
Person to acquire Shares at a price of between U.S.$55.11 and U.S.$56.32 per
share, depending on when the option is exercised.
The foregoing descriptions of the Option Agreements and the transactions
contemplated thereby are qualified in their entirety to the complete texts of
the Option Agreements which are filed with this Amendment as Exhibits 1 - 3 and
incorporated by reference into this Item 3 in all respects.
ITEM 4: PURPOSE OF TRANSACTION
Item 4 of the Schedule 13D is hereby amended and supplemented by adding the
following after the sixth paragraph of such item:
According to an amended Schedule 13D filed by Ashmore (as defined below) on
the date hereof, on September 3, 2004, each of AEEP, EMDCD and GSSF
(collectively, "Ashmore") entered into stock purchase agreements (respectively,
the "AEEP Purchase Agreement", the "EMDCD Purchase Agreement" and the "GSSF
Purchase Agreement" and collectively, the "Purchase Agreements") with Citizens
Communications Company and CU Capital LLC (collectively, "Citizens"), pursuant
to which Ashmore agreed to acquire shares of the Issuer owned by Citizens
amounting to 2,305,908 Shares of the Issuer and 30,000 shares of Series A
Convertible Preferred Stock of the Issuer. In connection with the transactions
contemplated by the Purchase Agreements, the Filing Person entered into the
Option Agreements, which are described in more detail below:
On September 3, 2004, the Filing Person entered into Option 1 with AEEP
granting it an option to purchase 241,800 Shares for a period of 60 days from
the date thereof. The exercise of the option is contingent upon the final
closing of the AEEP Purchase Agreement. Following satisfaction of such
contingency, the option may be exercised at the discretion of the Filing Person
to purchase 241,800 Shares of the Issuer.
3
On September 3, 2004, the Filing Person entered into Option 2 with EMDCD
granting it an option to purchase 1,141,744 Shares for a period of 60 days from
the date thereof. The exercise of the option is contingent upon the final
closing of the EMDCD Purchase Agreement. Following satisfaction of such
contingency, the option may be exercised at the discretion of the Filing Person
to purchase 1,141,744 Shares of the Issuer.
On September 3, 2004, the Filing Person entered into Option 3 with GSSF
granting it an option to purchase 18,000 Series A Convertible Preferred Stock of
the Issuer for a period of 60 days from the date thereof. The exercise of the
option is contingent upon the final closing of the GSSF Purchase Agreement and
the exercise of Option 1 and Option 2. Following satisfaction of such
contingency, the option may be exercised at the discretion of the Filing Person
to purchase 18,000 shares of Series A Convertible Preferred Stock of the Issuer,
each of which may be converted into ten Shares of the Issuer.
ITEM 5: INTEREST IN SECURITIES OF THE ISSUER
Paragraphs (a) and (b) of Item 5 of the Schedule 13D are hereby deleted and
replaced in their entirety by the following:
(a) - (b) The Filing Person beneficially owns 5,428,846 Shares of the
Issuer and such Shares constitute approximately 42.8% of the outstanding Shares
of the Issuer. Of the 5,428,846 Shares beneficially owned by the Filing Person,
(i) 3,865,302 Shares are currently owned by the Filing Person, (ii) 1,383,544
Shares are deemed to be beneficially owned by the Filing Person because the
Filing Person has an option to acquire such Shares within in the next 60 days
and (iii) 180,000 Shares are deemed to be beneficially owned by the Filing
Person because the Filing Person has an option to acquire 18,000 shares of
Series A Convertible Preferred Stock of the Issuer within the next 60 days, each
of which is convertible into ten Shares at the option of the holder. The Filing
Person has the sole power to vote and dispose of all of the 3,865,302 Shares it
currently owns and, if the Filing Person exercise its option to acquire any or
all of the 1,563,550 Shares referred to above, it will have the sole power to
vote and dispose of all such Shares acquired upon exercise of the option.
To the knowledge of the Filing Person, none of the persons identified in
Schedule A beneficially owns any Shares of the Issuer.
ITEM 6: CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
Item 6 of the Schedule 13D is hereby amended and supplemented by adding the
following:
The Filing Person entered into Option Agreements with AEEP, EMDCD and GSSF
as set forth in Items 3 and 4. The information set forth in Items 3 and 4 is
incorporated by reference in this Item 6 in all respects.
Attached to each of the Option Agreements is a form of Stockholders
Agreement (the "Stockholders Agreement") to be entered into by the Filing Person
and Ashmore prior to the exercise of options to acquire Shares of the Issuer;
provided, that the Stockholders Agreement shall not be effective unless and
until Option 2 is exercised by the Filing Person. The Stockholders Agreement
will provide the parties thereto with tag-along rights and rights of first
refusal. In addition, subject to regulatory approval and approvals under certain
agreements to which the Issuer is a party (prior to which the following
provisions will not be effective), the Stockholders Agreement provides for a
voting agreement amongst the parties so that, so long as the Filing Person an
its affiliates collectively own at least 20% of the outstanding Shares of the
Issuer, the Filing Person and its affiliates collectively will have the right to
nominate at least two persons for election as directors of the Issuer (reducing
to one director in the event the Filing Person holds less than 20%, but more
than 10%, of the outstanding Shares of the Issuer). The parties to the
Stockholders Agreement have also agreed (i) to maintain a joint majority of the
board of directors of the Company for so long as each of Ashmore and the Filing
Person, collectively, hold at least 20% of the Shares of the Issuer outstanding,
(ii) that, for so long as the Filing Person owns at least 20% of the Shares of
the Issuer outstanding, it shall have the right to nominate one of its directors
as Chairman of the Board and (iii) if the Filing Person owns at least 30% of the
Shares of the Issuer outstanding, the Filing Person will have the right to
nominate the chief executive officer and the chief financial officer of the
Issuer.
4
The foregoing descriptions of the Option Agreements and the Stockholders
Agreement and the transactions contemplated thereby are qualified in their
entirety to the complete texts of the Option Agreements and the form of
Stockholders Agreement which are filed with this Amendment as Exhibits 1 - 4 and
incorporated by reference into this Item 6 in all respects.
ITEM 7: MATERIAL TO BE FILED AS EXHIBITS
1. Option 1.
2. Option 2.
3. Option 3.
4. Form of Stockholders Agreement appended to each of the Option Agreements.
5
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: September 8, 2004
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Signature: /s/ Torben V. Holm
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Name/Title: Torben V. Holm / Senior Vice President
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