PROSPECTUS iesy Repository GmbH €

the market price of the Notes at a

which the issue or the offer of sec

“combined entity”, and “we”

“Tele Columbus” refers to the c

Revenue generating units, or “RGU

CURRENCY PRESENTATION AND EXCHANGE

end of 2005. Our subscribers can al

populations, with approximately 2.7

In April/May 2005, iesy entered int

Our Corporate and Financing Structu

THE OFFERING The summary below desc

Optional Redemption We may redeem a

SUMMARY FINANCIAL AND OPERATING INF

iesy Other Financial Data (unaudite

iesy Operational Data (unaudited) R

ish Income Statement Data Audited y

35 Three months ended Year ended De

37 As of December 31, As of March 3

RISK FACTORS You should carefully c

acquiring content, purchasing servi

agreements—MSG”). We cannot ass

In addition, most of our cable netw

Strikes or other industrial actions

acquisitions. In addition, any addi

provision and may not be abusive. S

€1,050.0 million would have been

We depend on payments from our subs

• Claims against the Issuer and s

Senior Credit Facilities before the

court rulings did not address the p

THE ISH ACQUISITION The description

In addition to the warranties, spec

CAPITALIZATION The following table

Unaudited Pro Forma Condensed Conso

NOTES TO THE UNAUDITED PRO FORMA CO

(€m, except percentages) Pro form

Income Statement Data 75 Audited Ye

(7) Number of subscribers at the en

• iesy’s premium cable televisi

egulated pricing model. Fees are pa

Risks Relating to Our Indebtedness

Legal, Consulting and Management Fe

Subscribers iesy classifies its cus

2003 to €8.20 per subscriber in t

• the senior credit facilities we

average installation fees from July

Cash flow from investing activities

In the three months ended March 31,

eview and optimization of services

Cash Flow from Operating Activities

oadcasters in television and radio.

educed or increased by a material a

Income Statement Data Audited year

109 As of December 31, As of March

• ish’s premium cable televisio

In addition, ish markets pay-per-vi

Cost of Materials and Services Cost

For accounting purposes, ish treats

Subscribers ish classifies its cust

Competition ish faces significant c

This decrease was primarily due to

Net Loss Net loss was €17.9 milli

Pension Obligations As of March 31,

Term Sheets with DTAG, BRN-ish agre

estructuring liabilities, while 200

accrual for pending losses. The exp

International Financial Reporting S

Content Providers Basic Television

Digital Home” and PrimaCom offers

[GRAPHIC] [GRAPHIC] Level 4 is the

shared access basis. In this case,

The following table shows several k

In the domestic market, the German

BUSINESS Unless otherwise indicated

Germany, with approximately 30.2 mi

Prudently deploying capital. Our de

iesy’s Current Basic Cable Televi

amounted to €8.0 million or 5.9%

within iesy’s upgraded areas and

Supply The following chart shows th

Term Sheet Service Duration Offer o

y the new fiber system. See “Oper

part of settling arbitration procee

Business of ish Products and Servic

ish’s Current Basic Cable Televis

In addition to the monthly subscrip

Customers who subscribe to Premiere

Sales ish’s sales team is divided

The following chart illustrates ish

Term Sheet Service Duration Co-use

Lease of space for broadband cable

Other Significant Supply Agreements

ights themselves. As an exception,

Competition The cable television an

Introduction REGULATION German law

We assume that we will be deemed to

The Amendment provides that provisi

• Providers who had a dominant po

in the Munich office of Apax Partne

Marketing for Germany and Austria,

Gerard Tyler is ish’s Treasurer.

CERTAIN RELATIONSHIPS AND RELATED P

Beneficial Ownership The following

DESCRIPTION OF OTHER INDEBTEDNESS T

period (unless the interest period

Subordinated Bridge Facility In con

• the ability of the Obligors (ot

owed by the Insolvent Obligor will

DESCRIPTION OF THE NOTES The Issuer

in London, the Bank of New York, Ne

Issuer have agreed that iesy Hessen

Subsidiary Guarantor outstanding wh

the amount of their secured claim.

provisions described under “—De

In addition, the Intercreditor Agre

Euro Note to and including February

circumstances referred to above exi

that it has unconditionally exercis

time outstanding not exceeding (i)

description of this covenant and no

Date of any Indebtedness that has b

(13) Investments in an aggregate am

supplement or other modification) t

(1) the assumption by the transfere

Reports Whether or not required by

of the European Union on January 1,

contemporaneously with any such act

25% in principal amount of the outs

(2) provide for the assumption by a

(6) an Officer’s Certificate stat

calculated based on the relevant cu

“Bank Indebtedness” means any a

Consolidated Net Income (excluding

(9) the impact of capitalized inter

“Exchange Act” means the U.S. S

(iii) for the avoidance of doubt, a

“Nationally Recognized Statistica

(2) Investments in another Person i

(15) Permitted Collateral Liens; (1

(5) in the case of Apollo and Golde

service level agreement as replaced

“Unrestricted Subsidiary” means

The Issuer and the Trustee and thei

Secondary Market Trading The Book-E

to trade tax. The taxable gain from

date). A U.S. Holder’s adjusted t

(c) for so long as the Notes are el

PLAN OF DISTRIBUTION We, the Subsid

LEGAL MATTERS Certain legal matters

WHERE YOU CAN FIND OTHER INFORMATIO

Listing LISTING AND GENERAL INFORMA

INDEX TO FINANCIAL STATEMENTS iesy

Assets iesy Hessen GmbH & Co. KG, W

I. Application of Legal Provisions

III. Explanation of Balance Sheet a

Last year’s extraordinary expense

INDEPENDENT AUDITORS’ REPORT We h

iesy Repository GmbH, Hamburg AMEND

and remaining useful life for the i

The movements in consolidated equit

iesy Repository GmbH, Hamburg AMEND