Edgar Filing: ALLIANZ AKTIENGESELLSCHAFT

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As filed with the U.S. Securities and Exchange Commission on December 1, 2004

Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM F-6
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
For Depositary Shares Evidenced by American Depositary Receipts

ALLIANZ AKTIENGESELLSCHAFT
(Exact name of issuer of deposited securities as specified in its charter)

Not applicable
(Translation of issuer's name into English)

FEDERAL REPUBLIC OF GERMANY
Jurisdiction of incorporation or organization of issuer)

JPMORGAN CHASE BANK, N.A.
(Exact name of depositary as specified in its charter)

4 New York Plaza, New York, NY 10004
Telephone (212) 623-0636
(Address, including zip code, and telephone number, including area code, of depositary's principal executive offices)

Peter Huehne
Allianz of America, Inc.
777 San Marin Drive
Novato, California 94998
(415) 899-3055
(Address, including zip code, and telephone number, including area code, of agent for service)

Copy to:
Scott A. Ziegler, Esq.
Ziegler, Ziegler & Associates LLP
570 Lexington Avenue, 44^th Floor
New York, New York 10022
(212) 319-7600

It is proposed that this filing become effective under Rule 466

ý immediately upon filing
o on (Date) at (Time)

If a separate registration statement has been filed to register the deposited shares, check the following box. o

CALCULATION OF REGISTRATION FEE

Title of each class of Securities to be registered	Amount to be registered	Proposed maximum aggregate price per unit(1)	Proposed maximum aggregate offering price(2)	Amount of registration fee


American Depositary Shares evidenced by American Depositary Receipts, each American Depositary Share representing one-tenth of one ordinary share, no par value, of Allianz Aktiengesellschaft	50,000,000 American Depositary Shares	$0.05	$2,500,000	$316.70

(1): Each Unit represents one American Depositary Share.
(2): Estimated solely for the purpose of calculating the registration fee. Pursuant to Rule 457(k), such estimate is computed on the basis of the maximum aggregate fees or charges to be imposed in connection with the issuance of American Depositary Receipts evidencing American Depositary Shares.

PART I
INFORMATION REQUIRED IN PROSPECTUS

The Prospectus consists of the proposed form of American Depositary Receipt ("ADR" or "American Depositary Receipt") included as Exhibit (a)(2) to this Registration Statement, which is incorporated herein by reference.

CROSS REFERENCE SHEET

Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED

Item Number and Caption			Location in Form of American Depositary Receipt Filed Herewith as Prospectus
(1)	Name and address of Depositary		Introductory paragraph
(2)	Title of American Depositary Receipts and identity of deposited securities		Face of American Depositary Receipt, top center
	Terms of Deposit:
	(i)	Amount of deposited securities represented by one unit of American Depositary Shares	Face of American Depositary Receipt, upper right corner
	(ii)	Procedure for voting, if any, the deposited securities	Paragraphs (4), (12) and (13)
	(iii)	Collection and distribution of dividends	Paragraphs (10), (11), and (12)
	(iv)	Transmission of notices, reports and proxy soliciting material	Paragraphs (8), (10) and (13)
	(v)	Sale or exercise of rights	Paragraph (11)
	(vi)	Deposit or sale of securities resulting from dividends, splits or plans of reorganization	Paragraphs (11) and (14)
	(vii)	Amendment, extension or termination of the Deposit Agreement	Paragraphs (16) and (17)
	(viii)	Rights of holders of receipts to inspect the transfer books of the Depositary and the list of Holders of receipts	Paragraph (2)
	(ix)	Restrictions upon the right to deposit or withdraw the underlying securities	Paragraphs (1), (2), (3), (4), (6) and (7)
	(x)	Limitation upon the liability of the Depositary	Paragraph (15)
(3)	Fees and Charges		Paragraph (9)

Item 2. AVAILABLE INFORMATION

Item Number and Caption				Location in Form of American Depositary Receipt Filed Herewith as Prospectus
(b)	Statement that Allianz Aktiengesellschaft is subject to the periodic reporting requirements of the Securities Exchange Act of 1934 and, accordingly, files certain reports with the Commission — and that such reports can be inspected by holders of American Depositary Receipts and copied at public reference facilities maintained by the Commission in Washington, D.C.			Paragraph (10)

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3. EXHIBITS

		(a)(1)	Form of Deposit Agreement. Deposit Agreement dated as of November 3, 2000 among Allianz Aktiengesellschaft, JPMorgan Chase Bank, N.A. (fka Morgan Guaranty Trust Company of New York), as depositary (the "Depositary"), and all holders from time to time of ADRs issued thereunder (the "Deposit Agreement"). Previously filed as an Exhibit to Registration Statement No. 333-12750 which is incorporated herein by reference.
		(a)(2)	Form of ADR. Filed herewith as Exhibit (a)(2).
		(b)	Any other agreement to which the Depositary is a party relating to the issuance of the American Depositary Shares registered hereunder or the custody of the deposited securities represented thereby. 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. Not Applicable.
		(d)	Opinion of Ziegler, Ziegler & Associates LLP, counsel to the Depositary, as to the legality of the securities being registered. Filed herewith as Exhibit (d).
		(e)	Certification under Rule 466. Filed herewith as Exhibit (e).
		(f)	Power of Attorney. Included as part of the signature pages hereto.

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 American Depositary Receipts, 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 American Depositary Receipt thirty days before any change in the fee schedule.

SIGNATURE

Pursuant to the requirements of the Securities Act of 1933, as amended, JPMorgan Chase Bank, N.A., on behalf of the legal entity created by the Deposit Agreement, 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 30, 2004.

		Legal entity created by the form of Deposit Agreement for the issuance of ADRs evidencing American Depositary Shares
		By:		JPMORGAN CHASE BANK, N.A., as Depositary
		By:		/s/ JOSEPH M. LEINHAUSER
		Name:		Joseph M. Leinhauser
		Title:		Vice President

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Allianz Aktiengesellschaft 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 Munich, Germany on November 25, 2004.

		ALLIANZ AKTIENGESELLSCHAFT
		By:		/s/ DR. HELMUT PERLET
		Name:		Dr. Helmut Perlet
		Title:		Member, Management Board & CFO
		By:		/s/ STEPHAN THEISSING
		Name:		Stephan Theissing
		Title:		Head of Corporate Finance

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Dr. Helmut Perlet and Stephan Theissing, jointly and severally, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including pre-effective and post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated as of November 25, 2004.

Signatures		Title

/s/ MICHAEL DIEKMANN Michael Diekmann		Chairman, Management Board (Principal Executive Officer)
/s/ DR. PAUL ACHLEITNER Dr. Paul Achleitner		Member, Management Board
/s/ DETLEV BREMKAMP Detlev Bremkamp		Member, Management Board
/s/ JAN R. CARENDI Jan R. Carendi		Member, Management Board
/s/ DR. JOACHIM FABER Dr. Joachim Faber		Member, Management Board

/s/ DR. REINER HAGEMANN Dr. Reiner Hagemann		Member, Management Board
Dr. Herbert Walter		Member, Management Board
/s/ DR. HELMUT PERLET Dr. Helmut Perlet		Member, Management Board & Chief Financial Officer
/s/ DR. GERHARD RUPPRECHT Dr. Gerhard Rupprecht		Member, Management Board
/s/ DR. WERNER ZEDELIUS Dr. Werner Zedelius		Member, Management Board
/s/ PETER HUEHNE Peter Huehne		Authorized Representative in the United States

INDEX TO EXHIBITS

Exhibit Number			Sequentially Numbered Page
(a)(2)	Form of ADR.
(d)	Opinion of Ziegler, Ziegler & Associates LLP, counsel to the Depositary, as to the legality of the securities to be registered.
(e)	Rule 466 Certification

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PART I INFORMATION REQUIRED IN PROSPECTUS

Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED

Item 2. AVAILABLE INFORMATION

PART II INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3. EXHIBITS

Item 4. UNDERTAKINGS

SIGNATURE
SIGNATURES
POWER OF ATTORNEY
INDEX TO EXHIBITS