F-6 1 deutschef6.htm FORM F-6 As filed with the Securities and Exchange Commission on _____________, 200_



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
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, each American Depositary Share representing Ordinary 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.





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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.





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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






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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.





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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





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Pursuant to the requirements of the Securities Act of 1933, Deutsche Post AG has 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 attorney-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






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/s/ Walter Scheurle

Name: Walter Scheurle

Member of the Board of Management








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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.










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