F-6EF 1 commerzf6.htm FORM F-6 COMMERZBANK AKTIENGESELLSCHAFT


As Filed with the Securities and Exchange Commission on June 17, 2005.           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

___________________

COMMERZBANK AKTIENGESELLSCHAFT

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

N.A.

(Translation of issuer's name into English)

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, N.Y. 10286

Telephone (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, NY 10286

Telephone (212)-495-1784

(Address, including zip code, and telephone number, including area code, of agent for service)


It is proposed that this filing become effective under Rule 466

x immediately upon filing

¨on (Date) at (Time)

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

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 (1)


Amount of

registration fee


American Depositary Shares evidenced by American Depositary Receipts, each American Depositary Share evidencing one ordinary share of Commerzbank Aktiengesellschaft.


20,000,000
American Depositary Shares


$.05


$1,000,000


$117.70


(1)

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.




The Prospectus consists of the proposed form of American Depositary Receipt included as Exhibit A to the form of Deposit Agreement filed as Exhibit (a) to this Registration Statement, which is incorporated herein by reference.











































Commerzbank-F6.doc

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PART I


INFORMATION REQUIRED IN PROSPECTUS



Item 1.  Description of the Securities to be Registered


CROSS REFERENCE SHEET



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)

The amount of deposited securities represented by one unit of American Depositary Shares


Face of American Depositary Receipt - upper right corner


(ii)

The procedure for voting, if any, the deposited securities


Paragraphs (12) and (13)


(iii)

The collection and distribution of dividends


Paragraphs (7), (11), (12) and (14)


(iv)

The transmission of notices, reports and proxy soliciting material


Paragraphs (8), (10) and (13)


(v)

The sale or exercise of rights


Paragraph (11)


(vi)

The deposit or sale of securities resulting from dividends, splits or plans of reorganization


Paragraphs (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), (3), (4), (5), (6) and (8)


(x)

Limitation upon the liability of the Depositary


Paragraphs (15) and (17)


(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


2(a)

Public reports furnished by Issuer


Paragraph (10)

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PART II


INFORMATION NOT REQUIRED IN PROSPECTUS


Item 3.  Exhibits


* (1) Form of Deposit Agreement (including the form of American Depositary Receipt), dated as of December 15, 1999, among Commerzbank Aktiengesellschaft, The Bank of New York, as Depositary, and each holder and beneficial owner from time to time of American Depositary Receipts ("ADRs") issued thereunder.


* (2) Form of Letter from the Depositary to the Issuer, relating to the Pre-release of American Depositary Receipts.


(4) Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to the legality of the securities being registered.


(5) Certification under Rule 466.



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 ADRs, any reports and communications received from the Issuer 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) The Depositary hereby undertakes to notify each registered holder of an ADR at least thirty days before any change in the fee schedule.

SIGNATURES



Pursuant to the requirements of the Securities Act of 1933, The Bank of New York, on behalf of the legal entity created by the Deposit Agreement, dated as of December 15, 1999, among Commerzbank Aktiengesellschaft, The Bank of New York, as Depositary, and each holder and beneficial owner of an American Depositary Receipt issued thereunder 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 June 16, 2005.



By:THE BANK OF NEW YORK,

as Depositary




By:

/s/ David S. Stueber

Name:  David S. Stueber

Title:  Managing Director


Pursuant to the requirements of the Securities Act of 1933, Commerzbank Aktiengesellschaft has caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in Germany on June 7, 2005.


Commerzbank Aktiengesellschaft



  By:

/s/ Jürgen Ackermann

Name:  Jürgen Ackermann

Title:  Head of Investor Relations



Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by or on behalf of the following persons in the capacities indicated on June 2, 2005.




Name

Title


/s/ Klaus-Peter Müller

Principal Executive Officer

Klaus-Peter Müller



/s/ Dr. Eric Strutz

Principal Financial Officer

Dr. Eric Strutz



/s/ Martin Blessing

Member of the Board of Managing Directors

Martin Blessing



/s/ Wolfgang Hartmann

Member of the Board of Managing Directors

Wolfgang Hartmann


/s/ Dr. Achim Kassow

Member of the Board of Managing Directors

Dr. Achim Kassow



/s/ Andreas de Maizière

Member of the Board of Managing Directors

Andreas de Maizière


/s/ Klaus M Patig

Member of the Board of Managing Directors

Klaus M Patig


/s/ Nicholas Teller

Member of the Board of Managing Directors

Nicholas Teller



/s/ Joachim Doepp

Authorized Representative in the United States

Joachim Doepp



INDEX TO EXHIBITS



Exhibit Number




(4)


Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to the legality of the securities being registered.



(5)


Certification under Rule 466.