SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
Polska Telefonia Cyfrowa Sp. z o.o.
(Exact Name of Registrant as Specified in Its Charter)
Al. Jerozolimskie 181, 02-222 Warsaw
Poland
(Address of Principal Executive Offices)
Indicate by check mark whether the registrant files or will file annual reports
under cover of Form 20-F or Form 40-F: Form 20-F [X] Form 40-F [ ]
Indicate by check mark whether the registrant by furnishing the information
contained in the Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes [ ] No [X]
If "Yes" is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): N/A
[GRAPHIC OMITTED]
NEWS RELEASE
AMENDMENTS TO THE INDENTURES OF SENIOR SUBORDINATED
NOTES GUARANTEED BY POLSKA TELEFONIA CYFROWA
Warsaw - September 21, 2004 - Polska Telefonia Cyfrowa Sp. z o.o. (PTC),
(www.era.pl ) the leading Polish wireless provider of nationwide dual-band GSM
900 & GSM 1800 services and holder of UMTS license, today announced that it has
amended the Indentures relating to all outstanding Notes, guaranteed by PTC, and
with the U.S. Bank National Association (successor to State Street Bank and
Trust Company), acting as Trustee.
The outstanding Notes comprise:
o Eur 10 7/8 Notes due 2008;
o Eur 11 1/4 Notes due 2009;
o USD 11 1/4 Notes due 2009.
The amendments, included in the Second Supplemental Indenture, were made in
accordance with Section 9.01 of the Indenture, which provides that PTC (as the
"Guarantor"), its subsidiaries (as "Issuers" or "Holdings", as applicable) and
the Trustee may amend the Indenture without the notice to, or the consent of,
the Holders of the Notes to cure any ambiguity, omission, defect or
inconsistency in the Indentures, or to make any change that does not adversely
affect the rights of any Holder.
The Indentures have been amended by restating the definition of "Intercompany
Receivables" contained in Section 1.01 in its entirety as follows:
"Intercompany Receivables means the obligations of the Guarantor, and, if
applicable, any Restricted Subsidiary to the Issuer or, if applicable, to any
Restricted Subsidiary in respect of the loans by the Issuer or any Restricted
Subsidiary to the Guarantor and any such Restricted Subsidiary of the proceeds
of the Notes."
The amendments were made to the definition of "Intercompany Receivables" so that
the term applies to intercompany loans of proceeds of the Notes, made among any
of the Issuer, the Guarantor or any Restricted Subsidiary. Such intercompany
loan arrangements were contemplated at the time of issuance of the Notes and
were intended to be included in the definition of "Intercompany Receivables".
For more information about the company, please see the www.era.pl pages on the
Internet.
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For further information please contact:
Karol Depczynski
Investor Relations
Telephone: (+48) 22 413 3112
Fax: (+48) 22 413 6235
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on behalf of the
undersigned, thereunto duly authorized.
POLSKA TELEFONIA CYFROWA Sp. z o.o.
(Registrant)
By: /s/ Boguslaw Kulakowski
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Boguslaw Kulakowski, Director General
By: /s/ Wilhelm Stueckemann
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Wilhelm Stueckemann, Director of Network Operations
By: /s/ Jonathan Eastick
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Jonathan Eastick, Director of Finance
September 21, 2004