UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
______________

FORM 8-KCURRENT REPORTPursuant to Section 13 or 15(d) of theSecurities Exchange Act of 1934Date of report (Date of earliest event reported): February 2024, 2009HUNGARIAN TELEPHONE AND CABLE CORP.(Exact Name of Registrant as Specified in Charter)

Delaware

1-11484

13-3652685

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

1201 Third Avenue, Suite #3400
Seattle, Washington 98101-3034

(Address of Principal Executive Offices)

(206) 654-0204
(Registrant’s telephone number, including area code)

Not applicable
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

⊠⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

⃞ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

⃞ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

⃞ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01 Regulation FD Disclosure

Item 8.01 Other Events

On February 2024, 2009, Hungarian Telephone and Cable Corp. (~~the~~“HTCC ~~“Company~~Delaware”) issued a press release announcing ~~that~~approval itby ~~had~~the ~~received a~~HTCC ~~waiver~~Delaware ~~under~~stockholders ~~the~~of ~~Company~~HTCC Delaware’s ~~Senior~~corporate ~~Credit~~reorganization ~~Facilities Agreement in~~that ~~connection~~will ~~with~~result ~~its~~in ~~corporate~~HTCC ~~reorganization~~Delaware tochanging ~~effectively~~its ~~change the Company’s~~ place of incorporation from Delaware to Denmark.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

99.1 Press release dated February 2024, 2009.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		HUNGARIAN TELEPHONE AND CABLE CORP.
Date:	February 2024, 2009	By:	/s/ Peter T. Noone
			Peter T. Noone
			General Counsel

2 Hungarian Telephone and Cable Corp.

~~HUNGARIAN TELEPHONE AND CABLE CORP.~~Exhibit Index

ExhibitNumber	Description of Document
Exhibit Number	Description of Document
99.1	Press Release dated February 2024, 2009

Filing Compare · HUNGARIAN TELEPHONE & CABLE CORP