Edgar Filing: POSTABANK ES TAKAREKPENZTAR

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*

Hungarian Telephone & Cable Corp.
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(Name of Issuer)

Common Stock, $0.001 par value
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(Title of Class of Securities)

4455421030
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(CUSIP Number)

Postabank es Takarekpenztar Rt.
H-1132, Vaci ut 48
Budapest, Hungary
Attention: Chief Executive Officer
+36-1-268-4000
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

October 10, 2003
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(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 Sections 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 Section 240.13d-7
for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).

PERSONS WHO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED IN
THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A
CURRENTLY VALID OMB CONTROL NUMBER.

Page 1 of 8

CUSIP No. 4455421030
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1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons
(entities only).

POSTABANK ES TAKAREKPENZTAR RT.

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2. Check the Appropriate Box if a Member of a Group (See Instructions) (a)[ ]

(b)[ ]

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3. SEC Use Only

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4. Source of Funds (See Instructions)
NOT APPLICABLE

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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e) [ ]

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6. Citizenship or Place of Organization

HUNGARY

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7. Sole Voting Power 0
Number of --------------------------------------------------------------
Shares 8. Shared Voting Power 0
Beneficially --------------------------------------------------------------
Owned by Each 9. Sole Dispositive Power 0
Reporting --------------------------------------------------------------
Person With 10. Shared Dispositive Power 0
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
0

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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]

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13. Percent of Class Represented by Amount in Row (11)
0%

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14. Type of Reporting Person (See Instructions)
BK

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Page 2 of 8

1. SECURITY AND ISSUER.

The securities to which this statement relates are shares of common stock,
par value $0.001 per share (the "Common Stock") of Hungarian Telephone & Cable
Corp., a Delaware corporation (the "Company"). The principal executive office of
the Company is 1201 Third Avenue, Suite 3400, Seattle WA 98101.

The reporting person is filing this Amendment to Schedule 13D to reflect
its disposition of all of its Common Stock of the Company.

2. IDENTITY AND BACKGROUND.

This statement is being filed on behalf of Postabank es Takarekpenztar
Rt., a company limited by shares organized under the laws of the Republic of
Hungary (the "Bank"). The address of its principal business and principal office
is H-1132, Vaci ut 48., Budapest, Hungary. The Bank's principal business is
commercial banking. Attached and incorporated herein by reference is Schedule A,
which sets forth certain information concerning the directors and executive
officers of the Bank.

During the last five years, neither the Bank, nor, to the Knowledge of the
Bank, the Bank's directors and executive officers, have (1) been convicted in a
criminal proceeding, or (2) been party to a civil proceeding of a judicial or
administrative body of competent jurisdiction, nor subject to 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.

3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

Not applicable.

4. PURPOSE OF TRANSACTION.

As a result of the Bank's review of its portfolio, the Bank decided to
sell the Common Stock, Unsecured Notes and Warrants of the Company that it
acquired on or about May 10, 1999. The information set forth in Item 6 is
incorporated by reference into this Item 4.

Except as described below in Item 6 below, the Bank does not have, nor to
the Knowledge of Bank, the directors and executive officers of the Bank, any
plans or proposals with respect to securities of the Company or the Company
itself.

5. INTEREST IN SECURITIES OF THE ISSUER.

(a)-(b). As of October 10, 2003, the Bank does not own or have the sole
power to vote, to direct the vote, to dispose of, and/or to direct the
disposition of the Common Stock of the Company. Until such time as the Bank is
able to transfer the Warrants which is planned to occur on or around January 1,
2004, the Bank shall take such action with respect to the Warrants, if any, as
requested by Buyer; provided however, that the Warrants are not exercisable in
whole or in part prior to January 1, 2004. See Item 6 and the exhibits to this
Amendment to Schedule 13D for more information.

(c). To the Bank's knowledge, neither the Bank nor any person listed on
Schedule A nor the Buyers, have engaged in transactions in the Company's Common
Stock during the sixty days prior to the date of this Amendment to Schedule 13D.

(d). Except as described above, no other person is known to have power to
direct receipt of dividends from, or proceeds from the sale of such securities.

(e). October 10, 2003.

6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.

Page 3 of 8

The Bank entered into five separate agreements with respect to sale of the
Common Stock, Unsecured Notes and Warrants. Each agreement is dated as of
September 26, 2003. They are as follows:

(1) Agreement for the Purchase and Sale of Shares, pursuant to which the
Bank sold 600,000 shares of Common Stock of the Company to CDC Securities for
$3,050,000.

(2) Agreement for the Purchase and Sale of Shares, Unsecured Notes and
Warrants, pursuant to which the Bank sold 280,000 shares of Common Stock of the
Company to Asset Holder PCC No. 2 Limited re: Ashmore Emerging Economy Portfolio
for $1,293,906.

(3) Agreement for the Purchase and Sale of Shares, Unsecured Notes and
Warrants, pursuant to which the Bank sold 1,548,572 shares of Common Stock of
the Company to Ashmore Global Special Situations Fund Limited for $7,156,094.

(4) Agreement for the Purchase and Sale of Shares, Unsecured Notes and
Warrants, pursuant to which the Bank sold US$21,000,000 in face value of
Unsecured Notes and the beneficial interest in 21 Warrants (each to purchase
100,000 shares of Common Stock of the Company) to Asset Holder PCC Limited re:
Ashmore Emerging Market Liquid Investment Portfolio for $16,800,000.

(5) Agreement for the Purchase and Sale of Shares, Unsecured Notes and
Warrants, pursuant to which the Bank sold US$4,000,000 in face value of
Unsecured Notes and the beneficial interest in 4 Warrants (each to purchase
100,000 shares of Common Stock of the Company) to Ashmore Emerging Market Debt
Fund for US$3,200,000.

The descriptions of the transactions set forth in this Schedule 13D are
qualified in their entirety by reference to the complete agreements governing
such matters, which are filed with this Schedule 13D and incorporated by
reference into this response to Item 6.

As indicated in the Schedule 13D previously filed with the Commission, the
Warrants are not exercisable nor transferable until January 1, 2004.
Accordingly, until the transfer of the Warrants occurs, which is expected to be
on or around January 1, 2004, the Bank shall take such action with respect to
the Warrants, if any, as requested by the relevant Buyer; provided however, that
the Warrants are not exercisable in whole or in part prior to January 1, 2004.

The Warrants are subject to cancellation in whole or in part upon
repayment of a proportionate amount of the US$25,000,000 of the Company's
Floating Rate Unsecured Notes due 2007 (the "Unsecured Notes") and the payment
to the holders of canceled Warrants of an amount equal to 7.5% of the principal
amount of the Unsecured Notes repaid. The Warrants expire on March 31, 2007. The
exercise price is US$10.00 per share.

Page 4 of 8

7. MATERIAL TO BE FILED AS EXHIBITS.

EXHIBIT DESCRIPTION
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1 Agreement for the Purchase and Sale of Shares dated as of September
26, 2003, by and among Postabank es Takarekpenztar Rt. and CDC
Securities

2 Agreement for the Purchase and Sale of Shares, Unsecured Notes and
Warrants dated as of September 26, 2003, by and among Postabank es
Takarekpenztar Rt. and Asset Holder PCC No. 2 Limited re: Ashmore
Emerging Economy Portfolio, as amended by Amendment No. 1 to the
Agreement for the Purchase and Sale of Shares, Unsecured Notes and
Warrants, dated October 10, 2003

3 Agreement for the Purchase and Sale of Shares, Unsecured Notes and
Warrants dated as of September 26, 2003, by and among Postabank es
Takarekpenztar Rt. and Ashmore Global Special Situations Fund
Limited, as amended by Amendment No. 1 to the Agreement for the
Purchase and Sale of Shares, Unsecured Notes and Warrants, dated
October 10, 2003

4 Agreement for the Purchase and Sale of Shares, Unsecured Notes and
Warrants dated as of September 26, 2003, by and among Postabank es
Takarekpenztar Rt. and Asset Holder PCC Limited re: Ashmore Emerging
Market Liquid Investment Portfolio, as amended by Amendment No. 1 to
the Agreement for the Purchase and Sale of Shares, Unsecured Notes
and Warrants, dated October 10, 2003

5 Agreement for the Purchase and Sale of Shares, Unsecured Notes and
Warrants dated as of September 26, 2003, by and among Postabank es
Takarekpenztar Rt. and Ashmore Emerging Market Debt Fund, as amended
by Amendment No. 1 to the Agreement for the Purchase and Sale of
Shares, Unsecured Notes and Warrants, dated October 10, 2003

The Bank agrees, upon request, to furnish to the Securities and Exchange
Commission a copy of any exhibit to the forms of agreements set forth above.

Page 5 of 8

SCHEDULE A

1. DIRECTORS AND EXECUTIVE OFFICERS OF POSTABANK ES TAKAREKPENZTAR RT. The name
and present principal occupation or employment of each director and executive
officer of the Bank and certain other information are set forth below. Except as
otherwise noted below, the business address of each such director and executive
officer is c/o Postabank es Takarekpenztar Rt., H-1132, Vaci ut 48, Budapest,
Hungary. Unless otherwise indicated, each occupation set forth opposite an
individual's name refers to employment with the Bank. All directors and
executive officers listed below are citizens of Hungary.

Present Principal
Name Occupation or Employment
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Bela Singlovics Chief Executive Officer and Member, Board of Directors
Zsolt Konye Deputy CEO, Chief Financial Officer and Member, Board of Directors
Katalin Igaz Deputy CEO, responsible for privatisation, treasury and subsidiaries and
Member, Board of Directors
Beatrix Palotai Varga Deputy CEO, Head of Risk Management Division
Dr. Julia Kiraly President of the Board of Directors
Peter Basch Member, Board of Directors
Balint Csikos Member, Board of Directors
Gabor Juranyi Member, Board of Directors
Dr. Peter Kazar Member, Board of Directors
Imre Kocsis Member, Board of Directors
Dr. Akos Macher Member, Board of Directors
Otto Redei Member, Board of Directors
Dr. Gyula Bakacsi Member, Supervisory Board
Peter Beres Member, Supervisory Board
Dr. Andras Bognar Member, Supervisory Board
Jozsef Czeto Member, Supervisory Board
Janos Dombi Member, Supervisory Board
Dr. Ferenc Halasz Member, Supervisory Board
Dr. Erzsebet Konczol Member, Supervisory Board
Dr. Gyorgy Kratochwill Member, Supervisory Board

Page 6 of 8

SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, we
certify that the information set forth in this statement is true, complete and
correct.

Dated: October 15, 2003 POSTANK ES TAKAREKPENZTAR RT.

By:/s/ Bela Singlovics
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Name: Bela Singlovics
Title: Chief Executive Officer

POSTANK ES TAKAREKPENZTAR RT.

By:/s/ Katalin Igaz
------------------------------------
Name: Katalin Igaz
Title: Deputy Chief Executive
Officer

Page 7 of 8

EXHIBIT INDEX

EXHIBIT DESCRIPTION
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1 Agreement for the Purchase and Sale of Shares dated as of September
26, 2003 by and among Postabank es Takarekpenztar Rt. and CDC
Securities

The Bank agrees, upon request, to furnish to the Securities and Exchange
Commission a copy of any exhibit to the forms of agreements set forth above.