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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
 FORM 20-F/A (Amendment No. 1) (Mark One)o
    
    REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF
THE SECURITIES EXCHANGE ACT OF 1934ORþ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2004ORo
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES ACT OF 1934For such transition period from ______to ______
 Commission file number: 000-30004 PRIMACOM AG  Federal Republic of Germany  An der Ochsenwiese 3
55124 Mainz
011 49 6131 944.0  Securities registered or to be registered pursuant to Section 12(b) of the Act: Title of each class
    
    Name of each exchange on which registeredNone
    
    Not Applicable
 Securities registered or to be registered pursuant to Section 12(g) of the Act. Bearer Ordinary Shares, with no nominal value  American Depositary Shares, each representing one-half of one Ordinary Share  Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None  Indicate the number of outstanding shares of each of the issuers classes of capital or common
stock as of the close of the period covered by the annual report: 19,798,552 Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the Registrant was required to file such report) and (2) has been subject
to such filing requirements for the past 90 days. Yes þ
    
    No o
 Indicate by check mark which financial statement item the registrant has elected to follow: Item 17 o
    
    Item 18 þ




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The registrant hereby amends its Annual Report on Form 20-F filed on April 29, 2005, to
disclose as management compensation (in Item 6) and as related party transactions (in Item 7)
certain stock options granted to members of the registrants management board in the year 2004. 1




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TABLE OF CONTENTS ITEM 6.
    
    DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
    3ITEM 7.
    
    MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
    10ITEM 19.
    
    EXHIBITS
    13EXHIBITS
    
    
    
    
    
    
    
    14EXHIBIT 12.1EXHIBIT 12.2EXHIBIT 13.1
 2




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ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES  A.

Directors and Senior ManagementWe have a two-tiered board consisting of the management board and the supervisory board.Management board The standing orders for the management board provide for allocation of areas of responsibility
among the members, and, within these areas of responsibility, the members of the management board
act independently. However, under German law and the standing orders, management board members are
jointly responsible for all management board matters, even if they fall within another members
area of responsibility. Some decisions of the management board may only be taken jointly by all
members, including decisions concerning the preparation of annual accounts, the calling of a
supervisory board meeting, transactions which require the consent of the supervisory board,
guidelines and plans for individual business areas, transactions of exceptional importance or risk
and all other matters which have not been allocated to any members specific area of
responsibility. Listed below are the names, ages, responsibilities, dates of appointment and experience of the
members of the management board. The members of the management board can be reached at PrimaCom
AGs address. Age
    
    Position on the management board
    
    Date of AppointmentJens Kircher1).
    
    
    41
    
    
    Chief Operating Officer
    
    October 1, 2002Hans Klose.
    
    
    55
    
    
    Member of the management board
    
    June 14, 2004Tony Abraham Merin2)
    
    
    58
    
    
    Member of the management board
    
    June 14, 2004Wolfgang Preuß.
    
    
    57
    
    
    Chief Executive Officer
    
    June 30, 2004Stefan Schwenkedel3)
    
    
    45
    
    
    Chief Financial Officer
    
    March 1, 2002
   1)
    
    Mr. Kircher left our management board on June 14, 2004.2)
    
    Mr. Merin left our management board on November 15, 2004.3)
    
    Mr. Schwenkedel left our management board on June 14, 2004. Prof. Dr. Schwenkedelwas appointed Chief Strategy and Development Officer of PrimaCom AG
as of March 1, 2002. With Paul Thomasons resigning from PrimaCom AG as of September 30, 2002,
Stefan Schwenkedel was appointed Chief Financial Officer as of October 1,.2002. Dr.
Schwenkedel has served on our supervisory board as a vice chairman since December 31, 1998 until
his resignation on February 28, 2002 and from 1997 until October 2000 he served as chairman of the
supervisory board of AGFB, a principal shareholder of one of our predecessor companies until it was
merged into us in October 2000. Since March 2000 until May 2002, he has also been the chairman of
the supervisory board of F.A.M.E Film and Music Entertainment AG in Munich and since May 2001 until
May 2002 he served as vice chairman of the supervisory board of Delta-System Media + Communication
AG, Rödermark since September 2000, he has been a member of the supervisory board of 2Venture AG in
Bonn. Since 1996, he has been professor of business administration and finance at the
Fachhochschule Wiesbaden(University of Applied Sciences in Wiesbaden). From 1993 to 1996, he
served as executive manager (chief financial officer) at Schöller-Budatej, the Hungarian subsidiary
of Schöller Lebensmittel GmbH & Co. KG, a company of the Südzucker Group. During that time period,
he was also a member of the supervisory board of MIRSA AG in Albertirsa in Hungary. Prior to 1993,
amongst other employment, he worked in the German paper and printing industry. Dr. Schwenkedel left
the management board on June 14, 2004. Dr. Jens Kircherjoined PrimaCom on July 15, 2002 as Chief Technical Officer. He was appointed
to our management board effective October 1, 2002 and assumed the duties of Chief Operating
Officer. He studied physics in 3




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Karlsruhe, Corvallis and Stuttgart. After his postgraduate education, Dr. Jens Kircher was a
visiting scientist in Berkeley working among other topics on optical data communication and a staff
scientist at the Max-Planck-Institute for Solid State Research in Stuttgart working on
superconductivity. After various assignments in the automotive sector with Mannesmann and
Robert-Bosch GmbH, Dr. Kircher became senior officer at Bosch Broadband Networks. Among other
things he was responsible for the development and marketing of the new broadband services and for
corporate planning. Dr. Kircher left the management board on June 14, 2004. Hans Klosewas appointed as member of PrimaComs management board on June 14, 2004. After he
graduated from the Fachhochschule Mainz, he worked at the Landesbank Rheinland-Pfalz inter alia at
the loan department for medium sized companies. Since 1984 until 1992, Mr. Klose was head of
finance at Süweda and had full power of attorney at Süweda AG. In addition, Mr. Klose was managing
director of several associated companies of Süweda. Since 1992 Mr. Klose is managing partner at KVR
GmbH, Ingelheim. Tony Abraham Merinwas appointed as member of PrimaComs management board on June 14, 2004.
Mr. Merin left the management board on November 15, 2004. Wolfgang Preußwas appointed as PrimaComs Chief Executive Officer on June 30, 2004. Mr. Preuß
owns 13.61 % of the stocks of PrimaCom AG, and was for many years a member of the board of Süweda
AG, which was one of the original parent companies of PrimaCom AG. Supervisory board Our articles of association and the rules of procedure determined by the supervisory board
govern how the supervisory board shall conduct its activities. Currently, the members of the
supervisory board must meet at least twice within six months. Most supervisory board resolutions
are passed by simple majority vote. However, in certain instances when the standing orders of the
management board require that the supervisory board approve certain actions of the management
board, a 75% supervisory board vote is required. The supervisory board elects a chairman and two
vice chairmen. The chairman of the supervisory board is authorized to represent the supervisory
board and enforce resolutions in all legal matters. Members of the supervisory board are currently divided into three classes with two members in
Class A, five members in Class B and two members in Class C. The term of office of each member of
Class A expires at the 2008 shareholders meeting to approve the actions taken by the supervisory
board and the term of office of each member of Class B will expire at the 2006 shareholders meeting
to approve the actions taken by the supervisory board except for Mr. Thoma and Mr. Eble, whose
terms expire at the 2005 shareholders meeting to approve the actions taken by the supervisory
board. The term of office of Class C will expire at the 2008 shareholders meetings to approve the
actions taken by the supervisory board. Members of the supervisory board are elected to terms which
expire at the shareholders meeting to approve the actions taken by the supervisory board during the
fourth year subsequent to the beginning of their term of office. Members of the supervisory board
replacing members of any class will have the term applicable to that class. German law provides
that members of the supervisory board may be removed prior to the expiration of their terms by 75%
of the votes cast at a general shareholders meeting. 4




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The members of the supervisory board can be reached at PrimaCom AGs address. Set forth below
is information with respect to the nine current members of our supervisory board. Age
    
    Principal OccupationClass APeter Bogner1)
    
    44
    
    Chief Executive, The Bogner OrganizationShane ONeill2)
    
    42
    
    Chief Strategy Officer, UGC Europe and President, chellomedia n.v.Bruno Kling
    
    48
    
    ConsultantMarkus Straub
    
    35
    
    Member of the management board of Schutzgemeinschaft der KapitalanlegerClass BDr. Christian Schwarz-Schilling3)
    
    74
    
    Retired Minister in the government of the Federal Republic of Germany;International ArbitratorMichael Moriarty4)
    
    43
    
    Managing Director, UPCBoris Augustin
    
    36
    
    Market maker, Archelon Deutschland GmbHProf. Dr. Helmut Thoma
    
    65
    
    LawyerHeinz Eble
    
    54
    
    Lawyer, law firm Kleber Eble HockHarald Petersen
    
    38
    
    LawyerErwin Kleber
    
    53
    
    Lawyer, law firm Kleber Eble HockClass CBrigitte Preuß
    
    44
    
    General Manager, Institut für Diagostik, Präventiv- und Sportmedizin GmbHDr. Klaus von Dohnanyi5)
    
    74
    
    ConsultantChristian Kleinsorge
    
    41
    
    Business man
   1)
    
    Mr. Bogner left our supervisory board on June 8, 2004.2)
    
    Mr. ONeill left our supervisory board on June 8, 2004.3)
    
    Dr. Schwarz-Schilling left our supervisory board on June 30, 2004.4)
    
    Mr. Moriarty left our supervisory board on November 25, 2004.5)
    
    Dr. von Dohnanyi left our supervisory board on June 30, 2004. Peter Bogner,has been a member of the supervisory board since August 28, 2001. Mr.
Bogner is currently Chief Executive of The Bogner Organization, Santa Monica, California, and is a
member of the supervisory board of the National Academy of Television Arts and Sciences. In
December 1999, he became a consultant to UPC. From 1993 to 1997, Mr Bogner was responsible for
international development and television strategy at Time Warner Inc. and was involved in the
establishment of free and pay television platforms. In 1997, Mr. Bogner became a member of the
Global Media Counsel of the United Nations. Mr. Bogner left our supervisory board on June 8, 2004. Shane ONeillhas served on our supervisory board since August 28, 2001. He joined UPC, which
is a wholly owned subsidiary by UGC, as managing director, strategy, acquisitions and corporate
development in November 1999. Prior to joining UPC, Mr. ONeill spent seven years at Goldman Sachs
in the New York, Sydney and London offices. Most recently, Mr. ONeill was an executive director
in the advisory group for Goldman Sachs in London where he worked on a number of mergers and
acquisitions and corporate finance transactions for companies in the communications industry,
including UPC. Prior to joining Goldman Sachs, Mr. ONeill spent four years at Macquarie Bank in
Sydney as well as three years at KPMG in Dublin where he qualified as a chartered accountant. Mr.
ONeill left our supervisory board on June 8, 2004. Bruno Klinghas served on our supervisory board on December 9, 2004. Mr. Kling is the founder
and the chairman of the FRIMAG AG in Frankfurt am Main, Germany. He is a consultant in the stock
exchange and venture capital sector. Before he served as a member of the management board of the
Kling Jelko AG, which had its IPO in 5




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1998. Prior to joining Kling Jelko AG, Mr. Kling was managing director at Bruno Kling
Börsenmakler GmbH. Mr. Kling had spent eight years as market trader for Deutsche Girozentrale
Frankfurt and Commerzbank Frankfurt. Markus Straubhas been a member of the supervisory board since June 8, 2004. Mr. Straub is the
vice chairman of the management board of the Schutzgemeinschaft der Kapitalanleger e.V. (SdK). Dr. Christian Schwarz-Schillinghas served on our supervisory board as its chairman since
December 31, 1998. He resigned from his office as chairman on April 21, 2004. He continues to hold
his office as supervisory board member. From 1996 to 1998, he was the head of the advisory
committee of Aquila Beteiligungs GmbH. From 1993 to 1997, he was chairman of the supervisory board
of Grundig AG and since 1993 he has served as the managing director of Dr. Schwarz-Schilling &
Partner Telecommunications Consulting GmbH. Since 1995, he has been an international mediator for
the Federation Bosnia-Herzegovina. Since 1995 Dr. Schwarz-Schilling has been a deputy member of
the Foreign Affairs Committee of the German Parliament and from 1995 to 1998, he was the chairman
of the subcommittee for Human Rights and Humanitarian Aid, and since 1998 the vice chairman of that
committee. From 1994 to 1995, he was a member of the Foreign Affairs Committee of the German
Parliament and from 1993 to 1998, he has served as a deputy member of the Committee for Economics
of the German Parliament. From 1982 to 1992, he was the Federal Minister of Post and
Telecommunications of the Federal Republic of Germany and has been serving as a Member of the
German Parliament since 1976. From 1957 to 1982, he was managing director of the family-owned
Sonnenschein Akkumulatorenfabrik Berlin/Büdingen GmbH. Since 1999, he has also been chairman of
the supervisory board of Mox Telecom AG and is a director of 2 Venture AG. Dr. Schwarz-Schilling
left our supervisory board on June 30, 2004. Michael Moriartyhas served on our supervisory board since June 5, 2002. He is the Managing
Director of Investments and Corporate Development for UPC. From 1998 to 2000 he was the Managing
Director of UPC in Hungary. From 1997 to 1998 Michael Moriarty was the Managing Director of UPC
Slovakia and Romania. He was also Vice President Operations for UPC Central Europe from 1995 to
1997. Prior to joining UPC, Michael Moriarty was Director of Finance for Kabelkom in Hungary which
was owned by UPCs parent company UGC. Before joining UGC, Michael Moriarty held a variety of
positions at Westinghouse Broadcasting (USA) for nine years. Michael Moriarty hols an MBA in
Finance and was in various positions responsible for the preparation of financial statements and
liasing with external auditors. Mr. Moriarty left our supervisory board on June 25, 2004. Boris Augustinhas served on our supervisory board since December 30, 1998. On June 30, 2004
Mr. Augustin was elected as second vice chairman of the supervisory board. Since October 1, 1998,
he has been employed by Archelon Deutschland GmbH, engaged in EUREX market making operations. From
1994 to 1998, he worked in the financial services industry, including derivatives trading with
Lehman Brothers Bankhaus AG, Banque National de Paris (Deutschland) OHG, and Banque Paribas
(Deutschland) OHG. Mr. Augustin is the son of a sister of Wolfgang Preuß, who is a significant
shareholder of ours. Prof. Dr. Helmut Thomabecame a member of the supervisory board of PrimaCom on April 18, 2002.
On April 21, 2004 Prof. Dr. Thoma was elected as the new vice chairman of the supervisory board.
He brings with him many years experience in the media sector. After completion of his doctorate in
law in 1962 he was employed by various Viennese law firms. In 1966 Prof. Dr. Thoma became part of
the legal team at ORF and was the head of department from 1968 to 1973. In 1973 Prof. Dr. Thoma
joined Radio Luxemburg before moving to RTL Plus in 1983 where his most recent position was as
General Manager and Director of Programmes. In 1999 Dr. Thoma became an advisor to the governor of
North-Rhine Westphalia on media-related issues of this state. 6




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Heinz Eblehas been a member of the supervisory board of the Company since April 18, 2002. On
April 21, 2004 Mr. Eble was elected as the new chairman of the supervisory board. From 1982 Mr.
Eble has been practicing law in Mainz with the main focus on representing and consulting companies
in the Telecommunication sector. For 15 years he had been chairman of the supervisory board of
Süweda AG. Harald Petersenbecame a member of the supervisory board of PrimaCom on July 15, 2004. Mr.
Petersen is member of the management bord of the Schutzgemeinschaft der Kapitalanleger e.V. (SdK). Erwin Kleberhas served on our supervisory board since June 29, 2004. From 1982 Mr. Kleber has
been practicing law in Mainz. He served as vice chairman of the supervisory board of Süweda
Elektronische Medien- und Kabelkommunikations-AG in Mainz from 1986 until 1997. From 1988 until
1998, Mr. Kleber has been a member of the management board of AGFB in Mainz. Mr. Kleber had been a
member of the supervisory board of Brandenburgische Bau AG in Brandenburg from 1994 until 1998.
During 1995 until 1998, Mr. Kleber was the chairman of the supervisory board of the
Brandenburgische Bau AG. Since 1999, Mr. Kleber is lawyer and businessman. Dr. Klaus von Dohnanyihas served on our supervisory board, the executive committee of
KabelMedia or a predecessor body carrying out comparable functions since January 1996. In 1998, he
was chairman of the supervisory board of KabelMedia and from December 31, 1997 until 1998 he was
chairman of the executive committee of KabelMedia. Dr. von Dohnanyi has been vice chairman of the
supervisory board since December 10, 2002. He resigned from his office as vice chairman on April
21, 2004. He continues to hold his office as supervisory board member. Between 1954 and 1960, he
worked for Ford Motor Company, both in the United States and Germany. From 1960 to 1968, Dr. von
Dohnanyi was a co-owner and managing director of the Institut für Marktforschung und
Unternehmensberatung Infratest, Munich (Market and Social Research, Infratest) and, between 1968
and 1969, he was Permanent Secretary at the German Ministry of Economics. Dr. von Dohnanyi was a
Member of Parliament in Bonn from 1969 to 1981, Parliamentary Undersecretary from 1969 to 1972, and
Minister for Science, Technology and Education from 1972 to 1974. From 1976 to 1981, he was Deputy
Foreign Minister (Staatsminister), in Bonn (in charge of European affairs). From 1981 to 1988, he
was Governor of the City State of Hamburg. From 1990 to 1994, Dr. von Dohnanyi was chairman of the
board of TAKRAF Heavy Machinery, Leipzig, and since 1994 he has been a special advisor to the board
of directors of the Treuhandanstalt(since January 1, 1995, Bundesanstalt für Vereinigungsbedingte
Sonderaufgaben) in Berlin. Dr. von Dohnanyi is chairman of Kirow AG and Wegweiser GmbH and a
director of a:prico AG. Dr. von Dohnanyi left our supervisory Board on June 30, 2004. Brigitte Preuß, the wife of Wolfgang Preuß, one of major shareholders of PrimaCom, has served
on our supervisory board since December 30, 1998 and as the general manager of Institut für
Diagnostik, Präventiv- und Sportmedizin GmbHsince 2003. From July 1984 to December 1992, she
served in various positions at Süweda. Christian Kleinsorgehas served on our supervisoy board since September 13, 2004. Mr.
Kleinsorge is managing partner of Aetna Beteiligungsgesellschaft. Wolfgang Preußbecame a member of our supervisory board on June 8, 2004. Mr.Preuß owns 13.61 %
of the stocks of PrimaCom AG, and was for many years a member of the board of Süweda AG, which was
one of the original parent companies of PrimaCom AG. Mr. Preuß has left our supervisory board on
June 30, 2004. On that date Mr. Preuß was appointed as Chief Executive Officer of the Company. B. Compensation On a yearly basis, the chairman of the supervisory board receives 40,903, the vice chairmen
receive 20,452 and each other member of the supervisory board receives 10,226. In addition, each
member of the supervisory board is entitled to reimbursement for any reasonable business expenses
incurred in the performance of his or her duties. We will reimburse the members of the supervisory
board for any value-added taxes payable on their compensation. 7




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For the year ending December 31, 2004, we paid an aggregate of 2,734,760 in cash compensation
to Hans Wolfert, former member of the management board, Stefan Schwenkedel, Jens Kircher and Tony
Merin  who have left the management board in 2004  as well as the current management board
members Wolfgang Preuß and Hans-Werner Klose for their services as a member of the management board
of the Company. On joining the management board Mr. Klose and Mr. Preuss were each granted 100,000
stock options under the companys stock option plan at an exercise price of 0.55 and 0.56
respectively. The options will expire on June 13 and June 29, 2009 respectively. We do not provide
pension, retirement or similar benefits for the members of our management board. Our articles of association provide that for the benefit of the members of the management and
supervisory boards, the Company bears the cost of liability insurance coverage relating to their
duties. To this end, we have renewed the directors, officers and corporate liability insurance to
cover general risks of liability. None of the members of our management board or supervisory board has received any loans from
us. C. Board Practices The date of expiration of the current term of office and the period during which the members
of our management and supervisory boards have served in that office are provided in subsection 6.A
above. We have not entered into service contracts with the members of our supervisory board and
the service contracts we have entered into with the members of our management board do not provide
for benefits upon termination of employment other than payments under non-competition clauses. The rules of procedure for the supervisory board provide that the supervisory board may
delegate any of its powers to a committee or committees and require the establishment of an
investment committee, a compensation committee and an audit committee. However, the committees do
not have the power to make resolutions on behalf of the supervisory board and may only act in an
advisory capacity. The members of the committees are proposed by at least one member of the
supervisory board and elected by a simple majority of votes of supervisory board members attending
the meeting, provided, however, that a majority of the members of the audit committee shall consist
of independent members of the supervisory board. Audit committee The audit committee consists of Mr. Augustin, Mr. Eble and Mr. Straub. The purpose of the
audit committee to assist the supervisory board in fulfilling its responsibilities to oversee the
accounting and financial reporting processes at the Company. These include the oversight of the
quality and integrity the Companys consolidated financial statements and related disclosure, the
performance of its internal control and risk management and audit functions. The committee further
oversees the performance, qualifications and independence of the external auditor. The committee
also meets with representatives of management and the external auditor at least twice annually. Agreements with directors Not applicable. D. Employees At December 31, 2004, we had 427 full-time and approximately 62 part-time employees in Germany
and 206 full-time and 150 part-time employees in the Netherlands. Our employees in Germany are not
covered by a collective bargaining agreement. However, 125 of our employees in Germany have voted
to be represented by works councils. 143 of our employees in the Netherlands are covered by a
collective labor agreement and have elected a works council. The establishment and the powers of a works council in Germany are laid down in the German
Labor Management Relations Act. The works council represents all employees except managerial
employees and participates 8




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in the decision-making process with management. It has rights to obtain information and of
consultation and co-operation and holds co-determination and veto rights. Although the German Labor
Management Relations Act does not override the constitutional right of entrepreneurial freedom and
to make fundamental business decisions which are reserved to the employer, rights of
co-determination and veto rights may be exercised by the works council to block certain management
decisions. Particularly in respect of social matters subject to the co-determination right,
management needs the consent of the works council (or the favorable decision of a conciliation
board) to enforce its decisions. Such social matters cover, among others, plant regulations and
behavior of employees, work hours, the terms of payment of remuneration, vacation, monitoring
devices, safety and health, social facilities, wages and salaries. With respect to personnel
matters, the German Labor Management Relations Act covers all rights, from access to information to
co-determination. For example, personnel planning, job posting, hiring, grouping, transferring
employees and, significantly, the dismissal of employees are covered. Prior to carrying out a
change in relation to such personnel matters, the employer must attempt to obtain the works
councils consent. The rights and functions of the works council of our employees in the
Netherlands are comparable to those of the German works councils, except that individual hirings
and dismissals are not subject to works council approval in the Netherlands. We consider our relations with our employees and with the works councils in Germany and the
Netherlands to be good. E. Share Ownership To the best of our knowledge, the individual share ownership of the persons named in
subsection 6.B has not previously been disclosed to shareholders or otherwise made public.
Information about the aggregate share ownership of members of our management and supervisory boards
is set forth in Item 7 below. In February 1999, we adopted one stock option plan for the benefit of all of our and our
subsidiaries employees, known as the universal stock option plan, and one stock option plan for
our and our subsidiaries executive officers, known as the executive stock option plan. The two
stock option plans provided for the issuance of stock options allowing eligible employees and
executive officers to acquire a total of 1,000,000 shares, including 300,000 shares under the
universal stock option plan and 700,000 shares under the executive stock option plan. In July
2000, we created two new stock option plans, a universal plan with 150,000 options and an executive
plan with 350,000 options. We may not grant options under the 2000 plans until all options under
the 1999 plans have been granted. The options granted under all of our stock option plans entitle
participants to subscribe for shares at a defined purchase price. The initial option grants under
the stock option plans have a purchase price equal to the initial public offering price of our
shares of 29.00. The purchase price for stock options issued under the stock option plans after
the initial public offering of our shares equal the average closing price of our shares at the
Frankfurt Stock Exchange of the quarterly period preceding the grant of the option rights. Each
option is exercisable only after a two-year period from the date of grant and only if the average
daily closing price of the shares, calculated as the average over the five consecutive trading days
on the Frankfurt Stock Exchange immediately prior to the first option exercise, equals at least
120% of the relevant purchase price of the option rights, adjusted to account for any capital
increases or reductions. The options granted under the stock option plans vest over a three-year period. One third of
the options vest on the first anniversary of the grant and the remaining options vest in equal
monthly amounts over the next two years. The vested options are exercisable after the second
anniversary of the grant. If the participants employment agreement terminates before the options
vest in full, the participants options will be vested only in the portion of options computed by
multiplying 1/36 times the number of full months of employment between the date of option grant and
the date of termination. The options granted under the universal stock option plan permit
participant employees to purchase shares having an aggregate exercise price ranging between 50% and
100% of the participants annual base salary at the date of option grant, depending on his term of
employment with us or one of our subsidiaries preceding the option grant. The number of options
granted to an executive participant is dependent on that participants position in our
organization. Each of the members of the management board is entitled to options for 100,000
shares. The options granted to other executives are for between 5,000 and 35,000 shares. At
December 31, 2004, there were a total of 260,074 options outstanding under the two plans at a
weighted average exercise price of 21.09. 9




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The options under both the universal and executive stock option plans are
non-transferable, not inheritable, and expire on the termination of employment of the participant
for whatever reason if termination occurs within six months of the date of option grant. We may
require that participants not sell the shares within a six-month period from the date when the
options were exercised. Apart from that, the participants in the universal stock option plan are
not restricted from selling the shares, subject to applicable securities laws. However, the
participants in the executive stock option plan are allowed to exercise their option rights, to the
extent that they have been accrued, wholly or in part, and to sell shares (regardless of whether
these shares have been acquired in exercise of the option rights granted under the executive plan
or otherwise) only during an exercise period which begins one day after and ends fifteen days after
either a general meeting, the publication of a management report or an annual report. In the event
of a merger of us or a restructuring of our capital, participants will be given replacement shares
or rights of a similar value. Options also lapse when the exercise period expires, which will
happen on the fifth anniversary of the option grant, and in the event of a levy of execution by the
participants creditors on the participants stock option plan, or a bankruptcy of the participant
or the termination of a participant for cause. 
 ITEM  7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS A. Major Shareholders The following table sets forth certain information regarding the beneficial ownership of our
ordinary bearer shares by: (1) each person known by us to own beneficially 5% or more of our
ordinary bearer shares; and (2) all members of our management and supervisory boards as a group.
Our major shareholders do not have different voting rights. Based on information provided by the
Bank of New York, as Depositary, we believe that 2,703,604 or approximately 13,7% of our shares are
held in the form of depositary shares in the United States by six holders of record. Except as indicated in the footnotes to this table, to our knowledge the persons named in the
table have sole voting and investment power with respect to the shares shown as beneficially owned
by them, subject to community property laws where applicable. Except as noted, the address of each
of the persons named in the table is c/o PrimaCom AG, An der Ochsenwiese 3, 55124 Mainz, Germany. Shareholders
    
    Number of shares
    
    
    In %United Pan Europe Communication NV
(UPC)(1)
    
    
    4,950,039
    
    
    
    25.00Wolfgang Preuß
    
    
    2,695,413
    
    
    
    13.61Supervisory board/Management board(2)
    
    
    218,199
    
    
    
    1.10Free Float
    
    
    11,934,901
    
    
    
    60.28Total shares in circulation
    
    
    19,798,552
    
    
    
    100.00Free Float according to the definition of the
German Stock Exchange(4)
    
    
    11,986,103
    
    
    
    60.54
   (1)
    
    Refer to notification pursuant to sections 21, 22 Securities Trading Act
(STA). 10




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##### Table of Contents



(2) Management and supervisory board
    
    Number of shares
    
    In %Management board
    
    Hans-Werner Klose
    
    
    4,630
    
    
    
    0.16Wolfgang Preuß
    
    
    2,695,413
    
    
    
    92.51Supervisory board
    
    Boris Augustin
    
    
    3,464
    
    
    
    0.12Heinz Eble
    
    
    39,358
    
    
    
    1.35Erwin Kleber
    
    
    3,750
    
    
    
    0.13Christian Kleinsorge
    
    
    
    
    
    Bruno Kling
    
    
    
    
    
    Harald Petersen
    
    
    
    
    
    Brigitte Preuß(2.1)
    
    
    166,997
    
    
    
    5.73Markus Straub
    
    
    
    
    
    Prof. Dr. Helmut Thoma
    
    
    
    
    
    Total
    
    
    2,913,612
    
    
    
    100.00Total excluding Wolfgang Preuß
    
    
    218,199
  (2.1)

The 166,997 shares of Brigitte Preuß are held by Wolfgang Preuß in trust for
Brigitte Preuß and over which they have joint voting power. (3) Free Float according to definition of the German Stock Exchange
    
    Number of shares
    
    
    In %Free Float
    
    
    11,934,901
    
    
    
    60.28Executives and Directors
    
    
    218,199
    
    
    
    1.10Brigitte Preuß
    
    
    (166,997
    )
    
    
    (0.84
    )Total shares in circulation
    
    
    11,986,103
    
    
    
    60.54
 Directors Dealings December 31,
    
    
    December 31,2004
    
    
    2003
    
    
    Changeshares
    
    
    options
    
    
    shares
    
    
    options
    
    
    shares
    
    
    optionsExecutive BoardDr. Jens Kircher (1)
    
    
    
    
    
    
    100,000
    
    
    
    
    
    
    
    100,000
    
    
    
    
    
    
    
    Hans-Werner Klose (2)
    
    
    4,630
    
    
    
    100,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    100,000Wolfgang Preuß (3)
    
    
    2,695,413
    
    
    
    100,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    100,000Prof. Dr. Stefan Schwenkedel (4)
    
    
    
    
    
    
    100,000
    
    
    
    
    
    
    
    100,000
    
    
    
    
    
    
    
    Supervisory board
Heinz Eble,Chairman
    
    
    39,358
    
    
    
    
    
    
    
    39,358
    
    
    
    
    
    
    
    
    
    
    
    Prof. Dr. Helmut Thoma, Vice Chairman
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Boris Augustin, Vice Chairman
    
    
    3,464
    
    
    
    
    
    
    
    3,464
    
    
    
    
    
    
    
    
    
    
    
    Peter Bogner (5)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Dr. Klaus von Dohnanyi (6)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Erwin Kleber (7)
    
    
    3,750
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Christian Kleinsorge (8)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Bruno Kling (9)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Michael Moriarty (10)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Shane ONeill (11)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Harald Petersen (12)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Brigitte Preuß (13)
    
    
    166,997
    
    
    
    
    
    
    
    166,997
    
    
    
    
    
    
    
    
    
    
    
    Dr. Christian Schwarz-Schilling (14)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Markus Straub (15)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    2,913,612
    
    
    
    400,000
    
    
    
    209,819
    
    
    
    200,000
    
    
    
    
    
    
    
    200,000
 11




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##### Table of Contents



(1)
    
    Dr. Jens Kircher left the management board on June 14, 2004. At this time he
had 100,000 options but no shares.(2)
    
    Mr. Hans-Werner Klose was appointed to the management board effective June
14, 2004. At this date he held 4,630 shares and on joining the management board was granted
100,000 options.(3)
    
    Mr. Wolfgang Preuß was appointed to the supervisory board effective June 8, 2004. At
this date he had 2,695,412 shares and no options. Mr. Preuß
retired from the supervisory board
on June 30, 2004 and was appointed at this date as Chief Executive Officer of the management
board. At this date he held 2,695,412 shares and on joining the management board was granted
100,000 options.(4)
    
    Prof. Dr. Stefan Schwenkedel left the management board on June 14, 2004. At this
date he had no shares and 100,000 options.(5)
    
    Mr. Peter Bogner left the supervisory board on June 8, 2004. At this time he had no
shares and no options.(6)
    
    Dr. Klaus von Dohnany left the supervisory board on June 30, 2004. At this time he
had no shares and no options.(7)
    
    Mr. Erwin Kleber was appointed to the supervisory board effective June 29, 2004. At
this date he had 3,750 shares but no options.(8)
    
    Mr. Christian Kleinsorge was appointed to the supervisory board effective September
13, 2004. At this date he had no shares and no options.(9)
    
    Mr. Bruno Kling was appointed to the supervisory board effective December 9, 2004.
At this date he had no shares and no options.(10)
    
    Mr. Michael Moriarty left the supervisory board effective June 25, 2004. At this
date he had no shares and no options.(11)
    
    Mr. Shane ONeill left the supervisory board effective June 8, 2004. At this date
he had no shares and no options.(12)
    
    Mr. Harald Petersen was appointed to the supervisory board effective July 14, 2004.
At this date he had no shares and no options.(13)
    
    The shares held by Mrs. Brigitte Preuß are held in trust for her by Mr. Wolfgang
Preuß. They have shared voting power over these shares.(14)
    
    Dr. Christian Schwarz-Schilling left the supervisory board on June 30, 2004. At
this time he had no shares and no options.(15)
    
    Mr. Markus Straub was appointed to the supervisory board on June 8, 2004. At this
time he had no shares and no options. B. Related Party Transactions The Company has a 15.7% investment in Mediakabel B.V., a consortium of cable television
operators in the Netherlands organized to provide digital television services. The Company paid
Mediakabel digital cable services fees of approximately 2,575,000, 2,700,000, 900,000 and
410,000 in 2001, 2002 2003 and 2004, respectively. These costs are exclusive of content costs
or license fees. The considerable decrease of the service fees is caused by reorganizing the
operations within Mediakabel and with the (temporary) cancellation of the interactive and
pay-per-view services within the digital offer. The Company has started to build its own digital headend and will transmit the digital
streams and conditional access from Alkmaar in the course of 2005. During 2005 Mediakabel will
remain operational to the Company as a back up for the new digital headend systems. The Company uses services of BFE Nachrichtentechnik GmbH for installation, repair and
maintenance of cable networks, which is indirectly owned by Mr. Wolfgang Preuß. In 2003 and
2004, the Company paid approximately 481,000 and 481,000, respectively, for these services. Mr. Wolfgang Preuß, who has been a member of our supervisory board from June 8, 2004 until
June 30, 2004 and a member of our management board from June 30, 2004, is also a member of the
management board of TEKOMAG AG, which provides certain services to the Company pursuant to the
resolution of the supervisory board dated July 15, 2004. For the year ended December 31, 2004,
the total payments to TEKOMAG AG were approximately 11,300. Law firm Rechtsanwälte Kleber Eble & Hock, which is owned by, among other, two members of
our supervisory board, Mr. Heinz Eble and Mr. Erwin Kleber, provides legal services to the
Company. For the years ended December 31, 2004, the total payments to Rechtsanwälte Kleber Eble
& Hock were approximately 137,600. Mr. Manfred Preuß, a brother of Mr. Wolfgang Preuß, provides certain services to the
Company pursuant to a contract dated July 15, 2004. For the year ended December 31, 2004, the
total payments to Mr. Manfred Preuß were approximately 286,000. 12




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##### Table of Contents



C. Interests of Experts and Counsel Not applicable. 
 ITEM 19.  EXHIBITS ExhibitNumber
    
    Description of Exhibit3.1*
    
    
    English translation of the Articles of Association3.2*
    
    
    Standing Orders for the management board3.3*
    
    
    Rules for Procedure of the supervisory board8.1**
    
    
    List of subsidiaries12.1
    
    
    Certification of Hans-Werner Klose pursuant to Section 302 of the Sarbanes-Oxley Act of 200212.2
    
    
    Certification of Wolfgang Preuß pursuant to Section 302 of the Sarbanes-Oxley Act of 200213.1
    
    
    Certifications filed pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
   *
    
    Incorporated by reference to our Annual Report on Form 20-F for the fiscal year ended December 31, 2002 filed on
April 2, 2003**
    
    Incorporated by reference to Item 4.C. SIGNATURES The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F
and that it has duly caused and authorized the undersigned to sign this annual report on its
behalf. PRIMACOM AG/s/ Hans-Werner KloseName:
    Hans-Werner KloseTitle:
    Member of the management board /s/ Wolfgang PreußName:
    Wolfgang PreußMay 19, 2005
    Title:
    Chief Executive Officer


Date: 13




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##### Table of Contents



EXHIBITS INDEX ExhibitNumber
    
    Description of Exhibit3.1*
    
    
    English translation of the Articles of Association3.2*
    
    
    Standing Orders for the management board3.3*
    
    
    Rules for Procedure of the supervisory board8.1**
    
    
    List of subsidiaries12.1
    
    
    Certification of Hans-Werner Klose pursuant to Section 302 of the Sarbanes-Oxley Act of 200212.2
    
    
    Certification of Wolfgang Preuß pursuant to Section 302 of the Sarbanes-Oxley Act of 200213.1
    
    
    Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
   *
    
    Incorporated by reference to our Annual Report on Form 20-F for the fiscal
year ended December 31, 2002 filed on April 2, 2003**
    
    Incorporated by reference to Item 4.C. 14