As filed with the Securities and Exchange Commission on November 25, 2009
Registration No. 333-
_____________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
FORM F-6
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
For American Depositary Shares
of
DEUTSCHE POST AG
(Exact name of issuer of deposited securities as specified in its charter)
N/A
(Translation of issuer's name into English)
Federal Republic of Germany
(Jurisdiction of incorporation or organization of issuer)
THE BANK OF NEW YORK MELLON
(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 Mellon
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)
Peter B. Tisne, Esq. Emmet, Marvin & Martin, LLP 120 Broadway New York, New York 10271 (212) 238-3010 | Stephan Hutter, Esq. Shearman & Sterling LLP Gervinusstr, 17 60322 Frankfurt am Main (069) 9711-1230 |
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. [ ]
CALCULATION OF REGISTRATION FEE
Title of each class | Amount to be registered | Proposed | Proposed | Amount of registration fee |
American Depositary Shares, each American Depositary Share representingOrdinary Registered Shares without par value, of Deutsche Post AG. | 50,000,000 American Depositary Shares | $5.00 | $2,500,000 | $139.50 |
1
For the purpose of this table only the term "unit" is defined as 100 American Depositary Shares.
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(a) 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(a) may determine.
EMM-976971_4
The prospectus consists of the proposed Form of American Depositary Receipt included as Exhibit A to the Form of Deposit Agreement filed as Exhibit 1 to this Registration Statement which is incorporated herein by reference.
EMM-976971_4
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
EMM-976971_4
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item - 3.
Exhibits
a.
Form of Deposit Agreement dated as of ____________, 2009, among Deutsche Post AG, The Bank of New York Mellon 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. - Filed herewith as Exhibit 4.
e.
Certification under Rule 466. - Not Applicable.
Item - 4.
Undertakings
(a)
The Depositary hereby undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of the ADSs, any reports and communications received from the issuer of the deposited securities which are both (1) received by the Depositary as the holder of the deposited securities, and (2) made generally available to the holders of the underlying securities by the issuer.
(b)
If the amounts of fees charged are not disclosed in the prospectus, the Depositary undertakes to prepare a separate document stating the amount of any fee charged and describing the service for which it is charged and to deliver promptly a copy of such fee schedule without charge to anyone upon request. The Depositary undertakes to notify each registered holder of an ADS thirty days before any change in the fee schedule.
EMM-976971_4
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 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on November 25, 2009.
Legal entity created by the agreement for the issuance of American Depositary Shares for Ordinary Registered Shares without Par Value, of Deutsche Post AG.
By:
The Bank of New York Mellon,
As Depositary
By: /s/ Joanne F. DiGiovanni
Name: Joanne F. DiGiovanni
Title: Vice President
EMM-976971_4
Pursuant to the requirements of the Securities Act of 1933, Deutsche Post AGhas caused this Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, in the City of Bonn, Federal Republic of Germany on November 25, 2009.
DEUTSCHE POST AG
By: /s/ Lawrence A. Rosen
Name: Lawrence A. Rosen
Title: Member of the Board of Management
Principal Financial and Accounting Officer
By: /s/ Martin Ziegenbalg
Name: Martin Ziegenbalg
Title: Executive Vice President Investor Relations
Each person whose signature appears below hereby constitutes and appoints Larence Alan Rosen and Martin Ziegenbalg, and each of them severally, his true and lawful attorney-in-fact with power of substitution and resubstitution to sign in his name, place and stead in any and all capacities the Registration Statement and any and all amendments thereto (including post-effective amendments) and any documents in connection therewith, and to file the same with the Securities and Exchange Commission, granting unto each of said attorneys full power to act with or without the other, and full power and authority to do and perform, in his name and on his behalf, every act whatsoever which such attorneys, or any one of them, may deem necessary or desirable to be done in connection therewith as fully and to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said atto rney-in-fact, or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on November 25, 2009.
/s/ Ken Allen
/s/ Dr. Frank Appel
Name: Ken Allen
Name: Dr. Frank Appel
Member of the Board of Management
Member of the Board of Managemen
Principal Executive Officer
________________________________
/s/ Lawrence A. Rosen
Name: Bruce A. Edwards
Name: Lawrence A. Rosen
Member of the Board of Management
Member of the Board of Management
Principal Financial and Accounting Officer
/s/ Jürgen Gerdes
/s/ Jon Olin
Name: Jürgen Gerdes
Name: Jon Olin
Member of the Board of Management
General Counsel USA
Authorized U.S. Representative
/s/ Hermann Ude
Name: Hermann Ude
Member of the Board of Management
EMM-976971_4
/s/ Walter Scheurle
Name: Walter Scheurle
Member of the Board of Management
EMM-976971_4
INDEX TO EXHIBITS
Exhibit
Number
Exhibit
1
Form of Deposit Agreement dated as of __________, 2009,
among Deutsche Post AG, The Bank of New York Mellon as Depositary,
and all Holders from time to time of American
Depositary Shares issued thereunder.
4
Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary,
as to legality of the securities to be registered.
EMM-976971_4
