February 28, 2002 Registration No. 333-54688
Prospectus Supplement No. 1 Filed Pursuant to Rule 424(b)(3)
to Re-Offer Prospectus dated January 31, 2001 and Rule 424(c)
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PROSPECTUS SUPPLEMENT NO. 1
to
RE-OFFER PROSPECTUS DATED January 31, 2001
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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 January 31, 2001 (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. The Prospectus was filed with the
Securities and Exchange Commission as part of Registration Statement No.
333-54688.
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 the Incentive Plan.
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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Ole Bertram 150,000 150,000 0 *
President and
Chief Executive Officer
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* Represents as to each Selling Stockholder less than 1% of the shares of
Common Stock outstanding.
Note: The remaining 100,000 Shares offered in this Re-Offer Prospectus may be
re-offered from time to time by the officer 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. 1 is February 28, 2002.