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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, 44th 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



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
PART II INFORMATION NOT REQUIRED IN PROSPECTUS
SIGNATURE
SIGNATURES
POWER OF ATTORNEY
INDEX TO EXHIBITS