As filed with the Securities and Exchange Commission on September 6, 2007
Registration No. 333-113503
_____________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
POST-EFFECTIVE AMENDMENT NO. 1 TO THE
FORM F-6
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
For Depositary Shares Evidenced by American Depositary Receipts
of
BASF AKTIENGESELLSCHAFT
(Exact name of issuer of deposited securities as specified in its charter)
BASF CORPORATION*
(Translation of issuer's name into English)
FEDERAL REPUBLIC OF GERMANY
(Jurisdiction of incorporation or organization of issuer)
THE BANK OF NEW YORK
(Exact name of depositary as specified in its charter)
One Wall Street, New York, New York 10286
(212) 495-1784
(Address, including zip code, and telephone number, including area code, of depositary's principal executive offices)
_______________________
The Bank of New York
ADR Division
One Wall Street, 29th Floor
New York, New York 10286
(212) 495-1784
(Address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Peter B. Tisne, Esq. Emmet, Marvin & Martin, LLP 120 Broadway New York, New York 10271 (212) 238-3010 | Robert C. Treuhold Shearman & Sterling LLP 114, avenue des Champs-Elysées (011) 331 5389 7000 |
It is proposed that this filing become effective under Rule 466
[ ] immediately upon filing
[ ] on (Date) at (Time).
If a separate registration statement has been filed to register the deposited shares, check the following box. [ ]
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(c) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(c) may determine.
Pursuant to Rule 429 under the Securities Act of 1933, the Prospectus contained herein also relates to the Depositary Shares of the registrant covered by a previous Registration Statement on Form F-6 of the registrant (Regis. No. 333-12016).
*BASF Corporation is also the name of a wholly owned subsidiary of the issuer in the United States.
The prospectus consists of the proposed revised Form of American Depositary Receipt included as Exhibit A to the Form of Amended and Restated Deposit Agreement filed as Exhibit 1 to this Post-Effective Amendment No. 1 to the Registration Statement which is incorporated herein by reference.
PART I
INFORMATION REQUIRED IN PROSPECTUS
Item - 1.
Description of Securities to be Registered
Cross Reference Sheet
Location in Form of Receipt
Item Number and Caption
Filed Herewith as Prospectus
1. Name and address of depositary
Introductory Article
2. Title of American Depositary Receipts and identity of
Face of Receipt, top center
deposited securities
Terms of Deposit:
(i) The amount of deposited securities represented
Face of Receipt, upper right corner
by one unit of American Depositary Receipts
(ii) The procedure for voting, if any, the deposited
Articles number 14, 15 and 20
securities
(iii) The collection and distribution of dividends
Articles number 4, 5, 8, 13, 14, 18, 20 and 23
(iv) The transmission of notices, reports and proxy
Articles number 14, 15, 16, 17, 20
soliciting material
and 23
(v) The sale or exercise of rights
Articles number 13, 14, 20 and 23
(vi) The deposit or sale of securities resulting from
Articles number 13, 14, 16, 20 and
dividends, splits or plans of reorganization
23
(vii) Amendment, extension or termination of the
Articles number 22 and 23
deposit agreement
(viii) Rights of holders of Receipts to inspect the
Article number 17
transfer books of the depositary and the list of
holders of Receipts
(ix) Restrictions upon the right to deposit or
Articles number 2, 4, 5, 6, 7, 19
withdraw the underlying securities
and 24
(x) Limitation upon the liability of the depositary
Articles number 13, 20, 21 and 23
3. Fees and Charges
Articles number 8 and 19
Item – 2.
Available Information
Public reports furnished by issuer
Article number 17
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item - 3.
Exhibits
a.
Form of Deposit Agreement dated as of December 1, 1999, as amended and restated as of June 6, 2000, and as amended and restated as of March 16, 2004, as further amended and restated as of _________, 2007, among BASF Aktiengesellschaft, The Bank of New York as Depositary, and all Holders from time to time of American Depositary Shares issued thereunder. - Filed herewith as Exhibit 1.
b.
Any other agreement to which the Depositary is a party relating to the issuance of the Depositary Shares registered hereby or the custody of the deposited securities represented. – Not Applicable.
c.
Every material contract relating to the deposited securities between the Depositary and the issuer of the deposited securities in effect at any time within the last three years. – See (a) above.
d.
Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to legality of the securities to be registered. - Previously Filed.
e.
Certification under Rule 466. – Not Applicable.
Item - 4.
Undertakings
Previously Filed.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, September 6, 2007.
Legal entity created by the agreement for the issuance of American Depositary Shares for ordinary shares, no par value each, of BASF Aktiengesellschaft.
By:
The Bank of New York,
As Depositary
By: /s/ Michael T. Long
Name: Michael T. Long
Title: Vice President
Pursuant to the requirements of the Securities Act of 1933, BASF Aktiengesellschaft has caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, in the City of Ludwigshafen/Rhine, Federal Republic of Germany on September 6, 2007.
BASF Aktiengesellschaft
By: /s/ Dr. Eckart Sünner
Name: Dr. Eckart Sünner
Title: President Legal, Taxes and Insurance
By: /s/ Dr. Eckhard Müller
Name: Dr. Eckhard Müller
Title: President Finance
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities indicated on September 6, 2007.
/s/ Dr. Jürgen Hambrecht Name: Dr. Jürgen Hambrecht Chairman of the Board of Executive Directors and Principal Executive Officer | /s/ Dr. John Feldmann Name: Dr. John Feldmann Member of the Board of Executive Directors |
/s/ Dr. Eggert Voscherau Name: Dr. Eggert Voscherau Vice-Chairman of the Board of Executive Directors | /s/ Dr. Andreas Kreimeyer Name: Dr. Andreas Kreimeyer Member of the Board of Executive Directors |
/s/ Dr. Kurt Bock Name: Dr. Kurt Bock Member of the Board of Executive Directors, Principal Accounting Officer and Principal Financial Officer; Authorized U.S. Representative | /s/ Dr. Stefan Marcinowski Name: Dr. Stefan Marcinowski Member of the Board of Executive Directors |
/s/ Dr. Martin Brudermüller Name: Dr. Martin Brudermüller Member of the Board of Executive Directors | /s/ Peter Oakley Name: Peter Oakley Member of the Board of Executive Directors |
INDEX TO EXHIBITS
Exhibit
Number
Exhibit
1
Form of Deposit Agreement dated as of December 1, 1999, as amended
and restated as of June 6, 2000, and as amended and restated as of
March 16, 2004, as further amended and restated as of ____________,
2007, among BASF Aktiengesellschaft, The Bank of New York as
Depositary, and all Holders from time to time of American Depositary
Shares issued thereunder.
4
Previously Filed.