February 28, 2002 Registration No. 333-29885
Prospectus Supplement No. 10 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. 10
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 as supplemented
(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 *
former Chief Financial Officer
Frank R. Cohen 81,750 56,750 25,000 *
former Director, Chief
Financial Officer and
Treasurer
Soren Eriksen
Former Director 2,271 2,271 0 *
(continued)
Shares
Shares Shares Owned
Owned Prior Offered After
Name and Title to Offering Hereby Offering Percent
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Daryl A. Ferguson 15,413 10,000 5,413 *
Director
Thomas Gelting 1,284 1,284 0 *
Director
Ole Finderup 5,000 5,000 0 *
Manager
Robert Genova 303,247 247,247 56,000 *
former Director, President
and Chief Executive Officer
Torben V. Holm 10,000 10,000 0 *
Director
William McGann 37,200 36,000 1,200 *
Controller
James G. Morrison 82,500 82,500 0 *
former Director, President
and Chief Executive Officer
Andrew E. Nicholson 34,400 34,400 0 *
former Senior Vice President
Peter T. Noone 82,600 82,500 100 *
General Counsel
John B. Ryan 36,000 35,000 1,000 *
Director
William E. Starkey 30,000 30,000 0 *
Director
Leonard Tow 10,000 10,000 0 *
Director
Daniel R. Vaughn 20,000 20,000 0 *
former Vice President
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793,655 702,942 90,713
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* Represents as to each Selling Stockholder less than 1% of the shares of
Common Stock outstanding.
Note: 50,600 of such shares previously offered were subsequently sold. The
remaining 392,955 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. 10 is February 28, 2002.