-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MzBLDEVzIu4zESoxmQH5Q7rgWbh98hQcOvPW52x8aetkVA6B5e/VQEtz9pXKLJ4I HDSUFK8kgdamgYStkUKPRg== 0000891836-00-000029.txt : 20000207 0000891836-00-000029.hdr.sgml : 20000207 ACCESSION NUMBER: 0000891836-00-000029 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20000204 GROUP MEMBERS: AMERITECH CORPORATION GROUP MEMBERS: AMERITECH DENMARK FUNDING CORPORATION GROUP MEMBERS: AMERITECH DENMARK HOLDINGS, L.L.C. GROUP MEMBERS: AMERITECH INTERNATIONAL DENMARK CORPORATION GROUP MEMBERS: AMERITECH INTERNATIONAL, INC. GROUP MEMBERS: AMERITECH LUXEMBOURG S.A.R.L. GROUP MEMBERS: SBC COMMUNICATIONS INC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HUNGARIAN TELEPHONE & CABLE CORP CENTRAL INDEX KEY: 0000889949 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATION SERVICES, NEC [4899] IRS NUMBER: 133652685 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-47185 FILM NUMBER: 523521 BUSINESS ADDRESS: STREET 1: 100 FIRST STAMFORD PLACE STREET 2: SUITE 204 CITY: STAMFORD STATE: CT ZIP: 06902 BUSINESS PHONE: 2033489069 MAIL ADDRESS: STREET 1: 100 FIRST STAMFORD PLACE STREET 2: SUITE 204 CITY: STAMFORD STATE: CT ZIP: 06902 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SBC COMMUNICATIONS INC CENTRAL INDEX KEY: 0000732717 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 431301883 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 175 E HOUSTON STREET 2: ROOM 9-4 CITY: SAN ANTONIO STATE: TX ZIP: 78205 BUSINESS PHONE: 2108214105 MAIL ADDRESS: STREET 1: 175 E HOUSTON STREET 2: ROOM 9-4 CITY: SAN ANTONIO STATE: TX ZIP: 78205 FORMER COMPANY: FORMER CONFORMED NAME: SOUTHWESTERN BELL CORP DATE OF NAME CHANGE: 19920703 SC 13D/A 1 SCHEDULE 13D, AMENDMENT NO. 1 SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Amendment No. 1 to SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) HUNGARIAN TELEPHONE & CABLE CORPORATION (Name of Issuer) COMMON STOCK, PAR VALUE $.001 PER SHARE (Title of Class of Securities) 4455421030 (Cusip Number) Wayne Wirtz, Esq. SBC Communications Inc. 175 East Houston San Antonio, TX 78205 (210) 351-3736 (Name and Address, and Telephone Number of Person Authorized to Receive Notices and Communications) October 8, 1999 (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 which is the subject of this Schedule 13D and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ]. (Continued on following pages) (Page 1 of 13 Pages) - -------------------------------------------------------------------------------- CUSIP NO. 4455421030 13D PAGE 2 OF 13 PAGES - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON SBC COMMUNICATIONS INC. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 43-1301883 - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ] (B) [ ] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS AF - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7. SOLE VOTING POWER 0 NUMBER OF SHARES -------------------------------------------------------------- BENEFICIALLY 8. SHARED VOTING POWER 2,565,587 OWNED BY EACH -------------------------------------------------------------- REPORTING 9. SOLE DISPOSITIVE POWER 0 PERSON WITH -------------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 2,565,587 - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,565,587 - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 21.4% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON HC - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- CUSIP NO. 4455421030 13D PAGE 3 OF 15 PAGES - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON AMERITECH CORPORATION S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 36-3251481 - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ] (B) [ ] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS AF - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7. SOLE VOTING POWER 0 NUMBER OF SHARES -------------------------------------------------------------- BENEFICIALLY 8. SHARED VOTING POWER 2,565,587 OWNED BY EACH -------------------------------------------------------------- REPORTING 9. SOLE DISPOSITIVE POWER 0 PERSON WITH -------------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 2,565,587 - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,565,587 - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 21.4% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- CUSIP NO. 4455421030 13D PAGE 4 OF 13 PAGES - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON AMERITECH INTERNATIONAL, INC. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 36-3707086 - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ] (B) [ ] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS AF - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7. SOLE VOTING POWER 0 NUMBER OF SHARES -------------------------------------------------------------- BENEFICIALLY 8. SHARED VOTING POWER 2,565,587 OWNED BY EACH -------------------------------------------------------------- REPORTING 9. SOLE DISPOSITIVE POWER 0 PERSON WITH -------------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 2,565,587 - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,565,587 - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 21.4% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- 2 - -------------------------------------------------------------------------------- CUSIP NO. 4455421030 13D PAGE 5 OF 13 PAGES - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON AMERITECH INTERNATIONAL DENMARK CORPORATION S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 36-4202222 - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ] (B) [ ] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS AF - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7. SOLE VOTING POWER 0 NUMBER OF SHARES -------------------------------------------------------------- BENEFICIALLY 8. SHARED VOTING POWER 2,565,587 OWNED BY EACH -------------------------------------------------------------- REPORTING 9. SOLE DISPOSITIVE POWER 0 PERSON WITH ------------------------------------------------------------ 10. SHARED DISPOSITIVE POWER 2,565,587 - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,565,587 - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 21.4% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- CUSIP NO. 4455421030 13D PAGE 6 OF 13 PAGES - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON AMERITECH DENMARK FUNDING CORPORATION S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 36-4221487 - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ] (B) [ ] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS AF - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7. SOLE VOTING POWER 0 NUMBER OF SHARES -------------------------------------------------------------- BENEFICIALLY 8. SHARED VOTING POWER 2,565,587 OWNED BY EACH -------------------------------------------------------------- REPORTING 9. SOLE DISPOSITIVE POWER 0 PERSON WITH -------------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 2,565,587 - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,565,587 - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 21.4% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- CUSIP NO. 4455421030 13D PAGE 7 OF 13 PAGES - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON AMERITECH DENMARK HOLDINGS, L.L.C. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ] (B) [ ] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS AF - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7. SOLE VOTING POWER 0 NUMBER OF SHARES -------------------------------------------------------------- BENEFICIALLY 8. SHARED VOTING POWER 2,565,587 OWNED BY EACH -------------------------------------------------------------- REPORTING 9. SOLE DISPOSITIVE POWER 0 PERSON WITH -------------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 2,565,587 - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,565,587 - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 21.4% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- CUSIP NO. 4455421030 13D PAGE 8 OF 13 PAGES - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON AMERITECH LUXEMBOURG S.A.R.L. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ] (B) [ ] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS WC - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Luxembourg - -------------------------------------------------------------------------------- 7. SOLE VOTING POWER 0 NUMBER OF SHARES -------------------------------------------------------------- BENEFICIALLY 8. SHARED VOTING POWER 2,565,587 OWNED BY EACH -------------------------------------------------------------- REPORTING 9. SOLE DISPOSITIVE POWER 0 PERSON WITH -------------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 2,565,587 - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,565,587 - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 21.4% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- Amendment No. 1 to Schedule 13D is being filed to correct an inadvertent mistake on the signature page of the Schedule 13D and the signature page of the Joint Filing Agreement filed on February 3, 2000. ITEM 1. SECURITY AND ISSUER This statement relates to common stock, par value $.001 per share (the "Shares"), of Hungarian Telephone & Cable Corporation, a company organized under the laws of state of Delaware (the "Company"). The Shares trade on the American Stock Exchange. The principal executive office of the Company is 100 First Stamford Place, Stamford, CT 06902. ITEM 2. IDENTITY AND BACKGROUND (a) and (b) SBC Communications Inc. is a Delaware corporation ("SBC"), with its principal office and principal place of business at 175 E. Houston, San Antonio, Texas 78205-2233. Other than executive officers and directors, there are no persons or corporations controlling or ultimately in control of SBC. SBC is a communications holding company whose subsidiaries and affiliates provide communications services, including landline and wireless telecommunications services and equipment, directory advertising, publishing services, and Internet access services. Ameritech Corporation ("Ameritech") is a Delaware corporation and a wholly-owned subsidiary of SBC with its principal office and principal place of business at 30 South Wacker Drive, Chicago, Illinois 60606. Ameritech provides communications services, including local and long distance telephone, cellular, paging, directory advertising, security monitoring, cable TV, electronic commerce and on-line services. Ameritech International, Inc. ("Ameritech International") is a Delaware corporation and a wholly-owned subsidiary of Ameritech with its principal office and principal place of business at 255 West Randolph Street, Chicago, Illinois 60606. Ameritech International provides a wide range of communications services outside of the United States. Ameritech International Denmark Corporation ("AIDC") is a Delaware corporation and a wholly-owned subsidiary of Ameritech International with its principal office and principal place of business at 255 West Randolph Street, Chicago, Illinois 60606. AIDC provides a wide range of communications services. Ameritech Denmark Funding Corporation ("ADFC") is a Delaware corporation. All of the common stock of ADFC is owned by AIDC. ADFC also has outstanding shares of Stated Rate Auction Preferred Stock, Series A, Series B, Series C and Series D, which are held by institutional third party investors. ADFC invests in telecommunications businesses and other investments. The address of its principal office and principal place of business is 30 South Wacker Drive, Chicago, Illinois 60606. Ameritech Denmark Holdings, L.L.C. ("ADH-LLC") is a Delaware limited liability company. The Class A Membership Interest in ADH-LLC is owned by ADFC and Page 9 of 13 the Class B Membership Interest in ADH-LLC is owned by AIDC. ADH-LLC invests in telecommunications businesses and other investments. The address of its principal office and principal place of business is 30 South Wacker Drive, Chicago, Illinois 60606. ADH-LLC owns all of the outstanding share capital of Ameritech Luxembourg S.a.r.l., a limited liability company organized under the laws of Luxembourg ("Ameritech Luxembourg"). Ameritech Luxembourg is a Luxembourg limited liability company and a wholly-owned subsidiary of AIDC with its principal office and principal place of business at 15, rue de la Chapelle, L-1325, Luxembourg. Ameritech Luxembourg provides a wide range of communication services and manages Danish communication holdings in Luxembourg. Ameritech, Ameritech International, AIDC, ADFC, ADH-LLC, and Ameritech Luxembourg are collectively referred to as the "Ameritech Entities." (c) Per Instruction C, the name, business address, and principal occupation of each executive officer and director of SBC is set forth in Exhibit I hereto and incorporated herein by reference. (d) During the last five years, neither SBC nor the Ameritech Entities, nor, to the best of their knowledge, any of their directors or executive officers has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, neither SBC nor the Ameritech Entities, nor, to the best of their knowledge, any of their executive officers or directors has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws, or finding any violation with respect to such laws, and which judgment, decree or final order was not subsequently vacated. (f) SBC and all of the Ameritech Entities, except for Ameritech Luxembourg, are incorporated in the State of Delaware. Ameritech Luxembourg is incorporated in the country of Luxembourg. Each executive officer and director of SBC is a citizen of the United States except for SBC director Carlos Slim Helu, who is a citizen of Mexico. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Tele Danmark A/S ("Tele Danmark") originally purchased 420,908 Shares of the Company pursuant to a Stock Purchase Agreement dated as of July 1, 1997 between the Company and Tele Danmark (the "Share Agreement"). Tele Danmark paid the Purchase Price by exchanging shares it held in two Hungarian companies. On October 7, 1997, Tele Danmark purchased an additional 548,250 Shares in exchange for shares it held in two Hungarian companies. On May 12, 1999, Tele Danmark purchased an additional 1,571,429 shares for $11,000,000 pursuant to a stock purchase agreement ("1999 Purchase Agreement"). Page 10 of 13 ITEM 4. PURPOSE OF TRANSACTION. SBC acquired indirect record ownership of the Shares upon the closing, on October 8, 1999, of SBC's acquisition of Ameritech pursuant to an Agreement and Plan of Merger dated May 10, 1998. Ameritech purchased an ownership interest in Tele Danmark on January 12, 1998. As of the date of filing, SBC owns 41.6% of the outstanding ordinary shares of Tele Danmark. SBC at the present time has no plans or proposals that relate to, or would result in, any of the transactions described in paragraphs (a) - (j) of Item 4 of Schedule 13D. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) Ameritech Luxembourg directly beneficially owns 90,000,000 shares of Tele Danmark representing 41.6% of the outstanding stock of Tele Danmark. Ameritech Luxembourg has the right to nominate six members of the twelve member Tele Danmark Board of Directors. As described in Item 2, each of the remaining Ameritech entities indirectly beneficially owns the Shares by virtue of its indirect ownership of Ameritech Luxembourg. SBC possesses ultimate beneficial ownership of the Shares by virtue of its sole ownership of all of the Ameritech Entities. (b) Each of the Ameritech Entities has power to vote, or dispose of, the shares of Tele Danmark by virtue of its ownership of Ameritech Luxembourg. However, SBC has ultimate sole power to vote, or dispose of, such shares by virtue of its sole ownership of the Ameritech entities. (c) None (d) Not Applicable. (e) Not Applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER Under the Share Agreement, for so long as Tele Danmark owns at least 300,000 Shares, Tele Danmark has the right to nominate one representative for election to the Company's Board of Directors and has pre-emptive rights to maintain its current ownership percentage in the Company's outstanding common stock. A copy of the Share Agreement is attached as Exhibit II. Under the 1999 Purchase Agreement, Tele Danmark agreed, until May 11, 2000, not to transfer any Shares subject to that Agreement without the prior written consent of the Company. Page 11 of 13 ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Directors and Executive Officers of SBC Communications Inc. Exhibit I hereto. Share and Purchase Agreement dated as of July 1, 1997 between the Company and Tele Danmark. Exhibit II hereto. Joint Filing Agreement. Exhibit III 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. SBC COMMUNICATIONS INC. Dated: February 4, 2000 By: /s/ James S. Kahan -------------------------------------------- James S. Kahan Senior Executive Vice President, Corporate Development and on behalf of: AMERITECH CORPORATION AMERITECH INTERNATIONAL, INC. AMERITECH INTERNATIONAL DENMARK CORPORATION AMERITECH LUXEMBOURG S.a.r.l. AMERITECH DENMARK FUNDING CORPORATION AMERITECH DENMARK HOLDINGS, L.L.C. Page 12 of 13 EXHIBIT INDEX Exhibit No. Description Page No. I Directors and Executive Officers of SBC Communications, Inc. II Share Disposition and Purchase Agreement, dated as of October 27, 1997 III Joint Filing Agreement Page 13 of 13 EX-99.I 2 DIRECTORS AND EXECUTIVE OFFICERS OF SBC EXHIBIT I DIRECTORS AND EXECUTIVE OFFICERS OF SBC COMMUNICATIONS INC. AS OF OCTOBER 8, 1999 The name, present principal occupation or employment, and the name of any corporation or other organization in which such employment is conducted, of each director, advisory director and executive officer of SBC Communications Inc. ("SBC"), is set forth below. Unless otherwise indicated, each occupation set forth opposite an executive officer's name refers to employment with SBC. Name Present Principal Occupation or Employment ---- ------------------------------------------ Directors - --------- Edward E. Whitacre, Jr. Chairman of the Board and Chief Executive Officer Royce S. Caldwell President - SBC Operations Clarence C. Barksdale Vice Chairman, Board of Trustees, Washington University James E. Barnes Chairman of the Board, President and Chief Executive Officer, MAPCO Inc., Retired August A. Busch, III Chairman of the Board and President, Anheuser-Busch Companies, Inc. Ruben R. Cardenas Partner, Cardenas, Whitis & Stephen, L.L.P. William P. Clark Chief Executive Officer, Clark Company Martin K. Eby, Jr. Chairman of the Board and Chief Executive Officer, The Eby Corporation Herman E. Gallegos Independent Management Consultant Jess T. Hay Chairman, HCB Enterprises Inc.; Chairman of the Texas Foundation for Higher Education Bobby R. Inman United States Navy, Retired Charles F. Knight Chairman and Chief Executive Officer, Emerson Electric Co. Mary S. Metz President, S.H. Cowell Foundation Toni Rembe Partner, Pillsbury Madison & Sutro LLP S. Donley Ritchey Managing Partner, Alpine Partners Joyce M. Roche Independent Consultant Richard M. Rosenberg Chairman and Chief Executive Officer (Retired), BankAmerica Corporation Carlos Slim Helu Chairman of the Board, Telefonos de Mexico, S.A. de C.V. Patricia P. Upton President and Chief Executive Officer, Aromatique, Inc. Advisory Director - ----------------- Gilbert F. Amelio President and Founder, AmTech, LLC Executive Officers - ------------------ Edward E. Whitacre, Jr. Chairman of the Board, President and Chief Executive Officer Royce S. Caldwell President - SBC Operations Cassandra C. Carr Senior Executive Vice President - External Affairs J. Cliff Eason President - SBC International James D. Ellis Senior Executive Vice President and General Counsel Charles E. Foster Group President - SBC Karen Jennings Senior Vice President - Human Resources James S. Kahan Senior Vice President - Corporate Development Donald E. Kiernan Senior Vice President, Treasurer and Chief Financial Officer Stanley T. Sigman President and Chief Executive Officer - SBC Wireless Inc. EX-99.II 3 SHARE DISPOSITION AND PURCHASE AGREEMENT Exhibit 10.96 STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (this "Agreement") is made and entered into as of the 1st day of July, 1997 between Hungarian Telephone and Cable Corp., a Delaware, United States corporation ("HTCC"), as the buyer (HTCC or the "Buyer"), and Tele Danmark A/S, a corporation organized under the laws of Denmark ("TD"), as the seller (TD or the "Seller"). R E C I T A L S: WHEREAS, Seller is the record and beneficial owner of 24,000 registered shares (the "KNC Shares") of capital stock, par value HUF 10,000 per share, of Kelet-Nograd Com Rt., a Hungarian corporation ("KNC"), constituting 20.0% of all of the issued and outstanding capital stock of KNC on a fully diluted basis; WHEREAS, Seller is the record and beneficial owner of 20,000 registered shares (the "Raba-Com Shares") of capital stock, par value HUF 10,000 per share, of Raba Com Rt., a Hungarian corporation ("Raba-Com"), constituting 20.0% of all of the issued and outstanding capital stock of Raba-Com on a fully diluted basis; WHEREAS, KNC and Raba-Com are parties to Concession Contracts (the "Concession Contracts") with the Ministry of Transportation, Telecommunications and Water Management of the Republic of Hungary (the "Ministry") which authorize such companies to provide, among other services, local telecommunications services in the area of Salgotarjan, in the case of KNC, and the area of Sarvar, in the case of Raba-Com; WHEREAS, Buyer, HTCC Consulting Kft., a Hungarian corporation and wholly-owned subsidiary of Buyer ("Consulting"), Seller, and the Danish Investment Fund for Central and Eastern Europe (the "Danish Fund") are parties to a certain Joint Venture and Shareholders' Agreement dated as of June 23, 1994, as amended, regarding each of the parties' ownership interests in KNC (the "KNC Agreement"); WHEREAS, Buyer, Consulting, Seller and the Danish Fund are parties to a certain Joint Venture and Shareholders' Agreement dated as of June 23, 1994, as amended, regarding each of the parties' ownership interests in Raba-Com (the "Raba-Com Agreement"); WHEREAS, Seller desires to sell, transfer and deliver to Buyer, and Buyer desires to purchase and accept from Seller, all of Seller's respective right, title and interests in KNC and Raba-Com, upon the terms and conditions set forth in this Agreement; WHEREAS, Seller and Buyer desire to terminate the KNC Agreement and the Raba-Com Agreement; NOW, THEREFORE, in consideration of the premises and the mutual undertakings herein contained, the parties hereto hereby agree as follows: ARTICLE I DEFINITIONS 1.1 Defined Terms. For purposes of this Agreement and any amendment hereto, the following terms are defined as set out below: "Affiliate" means, with respect to any Person, any Person directly or indirectly controlling, controlled by, or under common control with such other Person. "Lien" means, with respect to any asset, any mortgage, lien, claim, pledge, option, charge, right of first refusal, security interest or encumbrance of any kind in respect of such asset. "Person" means an individual, a corporation, a partnership, an association, a trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof. 1.2 List of Additional Definitions. The following is a list of some additional terms used in this Agreement and a reference to the Section thereto in which such term is defined: Term Section Buyer Preamble Concession Contracts Recitals Consulting Recitals Danish Fund Recitals HTCC Common Stock Sec. 2.2(a) Indemnitee Sec. 7.3 Indemnitor Sec. 7.3 Issuance Sec. 6.4 KNC Recitals KNC Agreement Recitals KNC Shares Recitals Ministry Recitals Raba-Com Recitals Raba-Com Agreement Recitals Raba-Com Shares Recitals Seller Preamble Transaction Shares Sec. 2.2(a) Securities Act Sec. 2.2(b) ARTICLE II PURCHASE AND SALE OF SHARES 2.1 Purchase and Sale of Shares; Release of Liens. Upon the terms and subject to the conditions of this Agreement and in exchange for the consideration set forth in Section 2.2 below, on the date hereof Buyer shall purchase and accept from Seller, and Seller shall sell, transfer, assign, convey, endorse and deliver to Buyer all of Seller's right, title and interests in the KNC Shares and the Raba-Com Shares, free and clear of all Liens. -2- 2.2 Consideration. (a) In consideration for the purchase of all of the Seller's right, title and interests in the KNC Shares and Raba-Com Shares as provided in Section 2.1 above, as of the date hereof Buyer shall issue to Seller an aggregate of 420,908 shares (the "Transaction Shares") of Buyer's common stock, $.001 par value per share ("HTCC Common Stock"). (b) The Transaction Shares shall be duly authorized, validly issued, fully paid and non-assessable. Seller agrees to hold its Transaction Shares and not to convey such shares for a period of six (6) months from the date hereof without the prior written consent of Buyer and, in any event, not to offer to sell or otherwise transfer the Transaction Shares without either registration or exemption from the Securities Act of 1933, as amended (the "Securities Act"). Each certificate for HTCC Common Stock issued to Seller pursuant to this Agreement shall bear the following legend: " The shares of stock represented by this certificate have been issued pursuant to a certain Stock Purchase Agreement dated as of July 1, 1997 between Hungarian Telephone and Cable Corp. and Tele Danmark and have not been registered under the Securities Act of 1933, as amended, and may not be sold or otherwise transferred without registration thereunder or an applicable exemption therefrom." ARTICLE III REQUIRED DELIVERABLES 3.1 Deliveries by Seller. On or as of the date hereof and as a condition to Buyer's obligation to issue and deliver the Transaction Shares to Seller, Seller shall deliver or cause to be delivered to Buyer all of the following documents and instruments as more specifically described below: (a) the KNC Shares duly endorsed in blank for transfer to Buyer; (b) an irrevocable power of attorney from Seller to Buyer's Hungarian attorney (Dr. Peter Lakatos, Koves & Partners Clifford Chance, H-1075 Budapest, Madach Imre ut 14) authorizing him to receive and endorse to Buyer on behalf of Seller all the Raba-Com Shares as soon as the new Raba-Com share certificates are printed according to the resolutions of the Board of Directors of Raba-Com; (c) An irrevocable declaration from Seller addressed to the Board of Directors of Raba-Com, authorizing it to release the newly printed Raba-Com Shares to Buyer's Hungarian attorney; and (d) an agreement substantially in the form attached hereto as Exhibit 3.1 terminating the KNC Agreement and the Raba-Com Agreement executed by Seller and the Danish Fund. 3.2 Deliveries by Buyer. On or as of the date hereof and as a condition to Seller's obligation to deliver the deliverables as set forth in Section 3.1 above, Buyer shall deliver or cause to be delivered to Seller all of the following documents and instruments as more specifically described below: -3- (a) a certificate(s) representing the Transaction Shares; and (b) an agreement substantially in the form attached hereto as Exhibit 3.1 terminating the KNC Agreement and the Raba-Com Agreement executed by Buyer and Consulting. ARTICLE IV REPRESENTATIONS AND WARRANTIES OF SELLER Seller hereby represents and warrants to Buyer as follows: 4.1 Corporate Existence and Power. Seller is a corporation duly incorporated, validly existing and in good standing under the laws of Denmark, and has all corporate powers and all material governmental licenses, authorizations, consents and approvals required to carry on its business as now conducted. 4.2 Corporate Authorization. The execution, delivery and performance of this Agreement and the consummation of the transactions effected hereby by Seller are within its corporate powers and have been duly authorized by all necessary corporate action, including the approval by its board of directors. This Agreement constitutes a valid and binding agreement of Seller. 4.3 Governmental Authorization; Consents. The execution, delivery and performance of this Agreement by Seller require no action by or in respect of, or filing with, any governmental body, agency, official or authority other than actions or filings which have been taken or made on or prior to the date hereof. No consent, approval, waiver or other action by any Person under any contract, agreement, indenture, lease, instrument or other document to which it is a party or by which it is bound is required or necessary for the execution, delivery and performance of this Agreement or the consummation of the transactions effected hereby. 4.4 Non-Contravention. The execution, delivery and performance of this Agreement by Seller does not (i) contravene or conflict with the certificate of incorporation, bylaws or other charter documents of Seller or (ii) contravene or conflict with or constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon or applicable to Seller or (iii) contravene or conflict with any contract to which Seller is a party. 4.5 Ownership of Shares. Seller is the record and beneficial owner of the KNC Shares and the Raba-Com Shares which comprise 20.0% of all of the outstanding capital stock of each of KNC and Raba-Com, on a fully diluted basis. Seller has legal, valid and marketable title to the KNC Shares and the Raba-Com Shares, free and clear of all Liens except for the rights of Buyer, Consulting and the Danish Fund as set forth in the KNC Agreement and the Raba-Com Agreement which agreements are being terminated as of the date hereof as required by Article III. -4- 4.6 Accredited Investor. Seller understands that the Transaction Shares that it will acquire pursuant to this Agreement have not been registered under the United State Securities Act of 1933, as amended (the "Act"). The Transaction Shares are being acquired under this Agreement in good faith solely for its own account, for investment and not with a view toward resale or other distribution within the meaning of the Act. Seller is a sophisticated or accredited investor for purposes of (i) the securities laws of the United States of America and (ii) the ability of Buyer to issue the Transaction Shares without registration under the securities laws of the United States of America. 4.7 Finder's Fees. There is no investment banker, broker, finder or other intermediary which has been retained by or is authorized to act on behalf of Seller who might be entitled to any fee or commission from Buyer or any of its Affiliates upon consummation of the transactions contemplated by this Agreement. ARTICLE V REPRESENTATIONS AND WARRANTIES OF BUYER Buyer hereby represents and warrants to Seller as follows: 5.1 Organization and Existence. Buyer is a corporation duly incorporated, validly existing and in good standing under the laws of Delaware and has all corporate powers and all material governmental licenses, authorizations, consents and approvals required to carry on its business as now conducted. 5.2 Corporate Authorization. The execution, delivery and performance by Buyer of this Agreement and the consummation by Buyer of the transactions contemplated hereby are within the corporate powers of Buyer and have been duly authorized by all necessary corporate action on the part of Buyer. This Agreement constitutes a valid and binding agreement of Buyer. 5.3 Governmental Authorization. The execution, delivery and performance by Buyer of this Agreement requires no action by or in respect of, or filing with, any governmental body, agency, official or authority other than such actions or filings that have been taken or made on or prior to the date hereof. 5.4 Non-Contravention. The execution, delivery and performance by Buyer of this Agreement does not contravene or conflict with the Certificate of Incorporation or By-Laws of Buyer or any provision of any law, regulation, judgment, injunction, order or decree binding upon Buyer. 5.5 Finder's Fees. There is no investment banker, broker, finder or other intermediary which has been retained by or is authorized to act on behalf of Buyer who might be entitled to any fee or commission from Seller or any Affiliate of Seller upon consummation of the transactions effected by this Agreement. -5- 5.6 Litigation. There is no action, suit, investigation or proceeding pending against, or to the knowledge of Buyer, threatened against or affecting, Buyer before any court or arbitrator or any governmental body, agency or official which in any manner challenges or seeks to prevent, enjoin, alter or materially delay the transactions effected hereby. 5.7 Transaction Shares. All of the Transaction Shares issued to Seller in connection with the transactions effected hereby are duly authorized, validly issued, fully paid and nonassessable shares of HTCC Common Stock. The Transaction Shares represent 9.1% of the outstanding shares of HTCC Common Stock (including the Transaction Shares) as of the date hereof. 5.8 Due Diligence. Buyer has provided Seller, through Seller's representative employee working out of Buyer's offices in Budapest, Hungary, with all the material financial and budgeting information regarding Buyer and its Hungarian subsidiaries. Buyer has also provided Seller with all other material information that Seller has requested and all such information that investors in the United States public markets currently have access to in making an investment decision regarding a purchase or sale of HTCC Common Stock. None of the documents or other information provided to Seller contain any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained therein not misleading. 5.9 No Undisclosed Material Liabilities; No Material Adverse Change. Other than as disclosed in Buyer's filings with the United States Securities and Exchange Commission pursuant to the Securities Act or the Securities Exchange Act of 1934, as amended, or disclosed to Seller's representatives working at Buyer's Hungarian offices or Seller's representative on KNC's and Raba-Com's Boards of Directors, since March 31, 1997, (i) there have been no material liabilities incurred by Buyer other than those incurred in the ordinary course of business consistent with past practice and (ii) there has not been any material adverse change in the business, assets or financial condition of Buyer and its Hungarian subsidiaries taken as a whole. ARTICLE VI OTHER AGREEMENTS 6.1 Buyer's Board of Directors. At the next meeting of the Board of Directors of Buyer, Buyer shall take or initiate such actions as are necessary to elect to the Buyer Board of Directors one person to be designated by Seller. Seller's designee, or his successor(s), shall be entitled to be re-nominated for reelection to the Buyer Board of Directors for as long as Seller and its Affiliates collectively hold at least 300,000 shares of HTCC Common Stock. 6.2 Subsidiary Board of Directors. The designee(s) of Seller shall maintain their current seat on the Board of Directors and the Supervisory Board of each of KNC and Raba-Com for the remainder of the 1997-1998 term. Buyer shall nominate and support for election one designee of Seller for one seat of each of the Board of Directors and Supervisory Board of each of KNC and Raba-Com at each annual meeting of stockholders of KNC and Raba-Com for as long as Seller and its Affiliates collectively hold at least 300,000 shares of HTCC Common Stock. Buyer and Seller shall cause the Deed of Foundation or Articles of Association of each of KNC and Raba-Com to be amended so that there are no resolutions which require the unanimous approval of the Board of Directors or Supervisory Board of such companies. -6- 6.3 The Danish Fund Shares. If Seller acquires, within twelve (12) months of the date hereof, the shares of KNC and Raba-Com currently held by the Danish Fund, Seller shall sell such shares to Buyer, and Buyer shall purchase such shares from Seller, on financial terms substantially similar to the purchase and sale of the KNC Shares and Raba-Com Shares as set forth in this Agreement. 6.4 Pre-emptive Rights. As of the date hereof, following consummation of the transactions effectuated hereby, Seller owns 9.7% of the presently outstanding shares of HTCC Common Stock. Seller's ownership of HTCC Common Stock includes the Transaction Shares and 25,000 shares of HTCC Common Stock previously purchased by Seller. In connection with any public or private issuance of shares of HTCC Common Stock (an "Issuance") and provided Seller continues to own at least 300,000 shares of HTCC Common Stock as of the date of the Issuance, Buyer shall grant Seller the right for a thirty (30) day period following any such Issuance to purchase such number of shares of HTCC Common Stock sufficient to maintain Seller's percentage ownership interest in the outstanding shares of HTCC Common Stock, with such percentage ownership interest to be calculated immediately prior to the Issuance and with the number of shares subject to such purchase right to be calculated after giving effect to the Issuance. Seller must exercise such right within 30 days of such Issuance and must pay the purchase price for such shares in cash (U.S. Dollars) concurrently with the exercise of such right. The purchase price per share for such shares shall be the greater of (x) the cash paid per share in the Issuance, (y) the value assigned per share in the Issuance in a non-cash transaction, or (z) the fair market value per share of HTCC Common Stock on the date of issuance. The "fair market value" of a share of Common Stock means the average of the high and low quoted sales price on the date in question (or, if there is no reported sale on such date, on the last preceding date on which any reported sale occurred) of a share on the American Stock Exchange, or, if the shares are not listed or admitted to trading on such Exchange, on the principal United States securities exchange registered under the Securities Act of 1934, as amended, on which the shares as listed or admitted to trading, or if the shares are not listed or admitted to trading on any such exchange, the mean between the closing high bid and low asked quotations with respect to a share on such date on the National Association of Securities Dealers, Inc. Automated Quotation System, or any similar system then in use, of if no such quotations are available, the fair market value on such date of a share as the Committee shall determine. Customary adjustments may be made in the number of shares offered to Seller in order to eliminate fractional shares. 6.5 Future Financing. Buyer shall discuss with Seller, through Seller's representative on Buyer's Board of Directors, the financing for any potential acquisitions that Buyer may consider, which board discussion shall include the possible financing of any such acquisition through equity financing provided by Seller which equity financing could increase Seller's equity percentage ownership of Buyer. ARTICLE VII INDEMNIFICATION 7.1 Indemnification by Each Seller. Seller does hereby indemnify and hold Buyer harmless from and against the following: -7- (a) any and all losses, claims, liabilities, damages, deficiencies, costs or expenses suffered or incurred by Buyer or its Affiliates resulting from any untrue representation, breach of warranty or non-fulfillment of any covenant or agreement by Seller contained in this Agreement, any document delivered by Seller pursuant to this Agreement, or in any statement, exhibit, schedule or certificate furnished or to be furnished to Buyer pursuant hereto or in connection with the transactions provided for herein; and (b) any and all actions, suits, proceedings, claims, complaints, demands, assessments, judgments, costs and expenses suffered or incurred by Buyer or its Affiliates, including reasonable attorneys' fees and disbursements, incident to any of the foregoing. 7.2 Indemnification by Buyer. Buyer does hereby indemnify and hold Seller harmless from and against the following: (a) any and all losses, claims, liabilities, damages, deficiencies, costs or expenses suffered or incurred by Seller resulting from any untrue representation, breach of warranty or non-fulfillment of any covenant or agreement by Buyer contained in this Agreement or in any statement, exhibit, schedule or certificate furnished or to be furnished by Buyer to Seller pursuant hereto or in connection with the transactions provided for herein; and (b) any and all actions, suits, proceedings, claims, complaints, demands, assessments, judgments, costs and expenses suffered or incurred by Seller, including reasonable attorneys' fees and disbursements, incident to any of the foregoing. 7.3 Notice of Third-Party Claims. If any action, suit or proceeding shall be commenced against, or any claim or demand shall be asserted against Buyer or Seller, in respect of which a party (Buyer or Seller) proposes to seek indemnification under this Article VII, the party seeking indemnification (the "Indemnitee") shall give prompt notice thereof to the other party (the "Indemnitor"), and shall permit the Indemnitor, at its sole cost and expense, to assume the defense of any such claim or any litigation resulting therefrom; provided, however, that the Indemnitee shall have the option, at its own expense, to participate in the defense thereof; and provided further, that the failure of any Indemnitee to give notice as provided herein shall not relieve the Indemnitor of its obligations under this Article VII except to the extent that the Indemnitor is actually prejudiced by such failure to give notice. Failure by the Indemnitor to notify the Indemnitee of its election to defend any such action within fifteen (15) days after notice thereof shall be deemed a waiver by the Indemnitor of its right to defend such action. In the defense of such claim or any litigation resulting therefrom, the Indemnitor shall not, without the written consent of the Indemnitee: (a) consent to the entry of any judgment, or (b) enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnitee of a release from all liability in respect to such claim or litigation. If such defense is unsuccessful or abandoned by the Indemnitor, then, upon the Indemnitor's failure to pay an amount sufficient to discharge any such claim or judgment, the Indemnitee may pay and settle the same and the indemnitor's liability shall be conclusively established by any such payment. If the Indemnitor fails to assume the defense of any such claim or litigation resulting therefrom, the Indemnitee may defend against and settle such claim or litigation in such manner as it may seem appropriate and the Indemnitor shall promptly reimburse the Indemnitee for the amount of all expenses, legal or otherwise, incurred by the Indemnitee in connection with the defense against or settlement of such claim or litigation. If no settlement is made, the Indemnitor shall promptly reimburse the Indemnitee for the amount of any judgment rendered with respect to such claim or such litigation and of all expenses, legal or otherwise, incurred by the Indemnitee in the defense thereof. -8- ARTICLE VIII MISCELLANEOUS 8.1 Survival of Representations and Warranties. The representations and warranties made herein by the parties shall survive for a period of twelve (12) months after the date hereof. Any claim for indemnification with respect to an alleged breach of a representation or warranty not asserted by notice to the indemnifying party, which notice specified a particular breach and the facts and circumstances relating thereto in reasonable detail, prior to the expiration of such survival period may not be pursued and is irrevocably waived after such time. 8.2 Execution of Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same document. Execution counterparts may be delivered by facsimile provided that original execution copies shall be delivered to each of the parties for signature. 8.3 Assignment, Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns. Neither this Agreement nor any rights or responsibilities hereunder shall be assigned by any party without the prior written consent of the other parties. 8.4 Applicable Law; Consent to Jurisdiction; Forum. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware without giving effect to the provisions, policies or principles of any state relating to choice or conflict of laws except to the extent Hungarian corporate law may apply to any matter covered by this Agreement. In accordance with Title 6, Section 2708 of the Delaware Code Annotated, each party hereby submits to the jurisdiction of the courts of Delaware and agrees to be served with legal process from any of such courts. Each party hereby irrevocably waives, to the fullest extent permitted by law, any objection that it may have, whether now or in the future, to the laying of the venue in, or to the jurisdiction of, any and each of such courts for the purpose of any such suit, action, proceeding or judgment and further waives any claim that any such suit, action, proceeding or judgment has been brought in an inconvenient forum. 8.5 Expenses. Except as otherwise expressly provided in this Agreement, each party shall bear its own expenses incurred in connection with the execution and performance of this Agreement and the consummation of the transactions effected hereby, including the fees, expenses and disbursements of its counsel and advisors. 8.6 Entire Agreement; Severability. This Agreement constitutes the entire understanding among the parties and supersedes and cancels any other agreement, representation, or communication, whether oral or written, between the parties hereto relating to the transactions contemplated hereby or the subject matter hereof unless such other agreement, representation, or communication is in writing and bears a date contemporaneous with or subsequent to the date hereof. In the event that any provision or any part of any provision of this Agreement shall be void or unenforceable for any reason, whatsoever, then such provision shall be stricken and of no force and effect. However, unless such stricken provision goes to the essence of the consideration bargained for by a party, the remaining provisions of this Agreement shall continue in full force and effect, and to the extent required, shall be modified to preserve their validity. -9- 8.7 Notices. Any notice, certification, request, demand and other communication hereunder shall be in writing and shall be deemed to have been duly given and delivered if mailed, by certified mail, first class postage prepaid, or delivered personally or by recognized overnight air courier, or if sent by telecopier transmission, with transmission confirmed in writing: If to HTCC: and: Kiralyhago u.2. 100 First Stamford Place, Suite 204 H-1126 Budapest, Hungary Stamford, CT 06902 Telephone: 011-36-1-457-6300 Telephone: 203-348-9069 Facsimile: 011-36-1-202-4778 Facsimile: 203-348-9128 Attn: Andrew E. Nicholson Attn: Peter T. Noone, Esq. If to Tele Danmark A/S: With a copy to: Taastrap, Denmark Plesner & Gronborg Telephone: 011-45-43-50-91-80 Telephone: 011-45-33-12-11-33 Facsimile: 011-45-43-52-11-92 Facsimile: 011-45-33-12-00-14 Attn: Ole Bertram Attn: Christian Th. Kjolbye or to such other address as each party may designate for itself by like notice to the other parties. 8.8 Waivers. Any term or provision of this Agreement may be waived, or the time for its performance may be extended, by the party entitled to the benefit thereof. Any such waiver shall be validly and sufficiently authorized for the purposes of this Agreement if, as to any party, it is authorized in writing by an authorized representative of such party. The failure of any party hereto to enforce at any time any provision of this Agreement shall not be construed to be a waiver of such provision, nor in any way to affect the validity of this Agreement or any part hereof or the right of any party thereafter to enforce each and every such provision. No waiver of any breach of this Agreement shall be held to constitute a waiver of any other or subsequent breach. 8.9 Further Assurances. If, at any time after the date hereof, Buyer shall consider or be advised that any further assignments, documents, instruments, agreements, or releases are necessary, desirable or proper to (a) vest, perfect or confirm, of record or otherwise, in Buyer, title in and to the Shares, or (b) otherwise carry out any of the provisions or purposes of this Agreement, the parties hereto agree to execute and deliver all such assignments, documents, instruments, agreements or releases as reasonably may be necessary, desirable or proper to vest, perfect or confirm title to the Shares in Buyer or to otherwise carry out any of the provisions or purposes of this Agreement. -10- IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written. HUNGARIAN TELEPHONE AND CABLE CORP. By: /s/James G. Morrison -------------------------------- James G. Morrison, President and Chief Executive Officer TELE DANMARK A/S By: /s/Lars Gronberg ----------------------------------- Name: Lars Gronberg Title: Managing Director Signature Page of Stock Purchase Agreement Re: KNC and Raba-Com -11- EX-99.III 4 JOINT FILING AGREEMENT EXHIBIT III JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all SBC and other Ameritech Entities (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to shares of common stock of Hungarian Telephone & Cable Corp., par value $.001 per share, and that this Agreement be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument. * * * * IN WITNESS WHEREOF, the undersigned hereby execute this Agreement this 4th day of February 2000. SBC COMMUNICATIONS INC. Dated: February 4, 2000 By: /s/ James S. Kahan -------------------------------------------- James S. Kahan Senior Executive Vice President, Corporate Development and on behalf of: AMERITECH CORPORATION AMERITECH INTERNATIONAL, INC. AMERITECH INTERNATIONAL DENMARK CORPORATION AMERITECH LUXEMBOURG S.a.r.l. AMERITECH DENMARK FUNDING CORPORATION AMERITECH DENMARK HOLDINGS, L.L.C. -----END PRIVACY-ENHANCED MESSAGE-----