UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
BASF AG
(Name of Issuer)
ORDINARY SHARES
(Title of Class of Securities)
| 055262505 (CUSIP Number) |
December 31, 2007
Date of Event Which Requires Filing of this Statement
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
x Rule 13d-1(c)
¨ Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 055262505 | SCHEDULE 13G | Page 2 of 5 Pages |
| 1 | NAMES OF REPORTING PERSONS.
Allianz SE |
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| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) ¨ |
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| 3 | SEC USE ONLY |
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| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | |||
| Federal Republic of Germany | ||||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5 SOLE VOTING POWER
13,992,376 | |
| 6 SHARED VOTING POWER
-0- | ||
| 7 SOLE DISPOSITIVE POWER
13,992,376 | ||
| 8 SHARED DISPOSITIVE POWER
-0- |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,992,376 |
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| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
Not applicable |
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| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.9% |
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| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO |
| ITEM 1 | (a). |
Name of Issuer: | ||||||||||
| BASF AG | ||||||||||||
| (b). |
Address of Issuer’s Principal Executive Offices: | |||||||||||
| Carl-Bosch-Strasse 38, 67056 Ludwigshafen, Federal Republic of Germany | ||||||||||||
| ITEM 2. | (a). |
Name of Person Filing: | ||||||||||
| Allianz SE | ||||||||||||
| (b). |
Address of Principal Business Office or, if None, Residence: | |||||||||||
| Allianz SE, Königinstrasse 28, 80802 Munich, Federal Republic of Germany | ||||||||||||
| (c). |
Citizenship: | |||||||||||
| See Item 4 on page 2. | ||||||||||||
| (d). |
Title of Class of Securities: | |||||||||||
| The title of the securities is ordinary shares, which may also include securities held in the form of American Depositary Receipts (the “Ordinary Shares”). | ||||||||||||
| (e). |
CUSIP Number: | |||||||||||
| 055262505 | ||||||||||||
| ITEM 3. | If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |||||||||||
| (a). | ¨ | Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o). | ||||||||||
| (b). | ¨ | Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c). | ||||||||||
| (c). | ¨ | Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c). | ||||||||||
| (d). | ¨ | Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). | ||||||||||
| (e). | ¨ | An investment advisor in accordance with §240.13d-1(b)(1)(ii)(E). | ||||||||||
| (f). | ¨ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F). | ||||||||||
| (g). | ¨ | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G). | ||||||||||
| (h). | ¨ | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813). | ||||||||||
| (i). | ¨ | A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3). | ||||||||||
| (j). | ¨ | Group, in accordance with §240.13d-1(b)(1)(ii)(J). | ||||||||||
| ITEM 4. | Ownership.
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. |
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| (a) | Amount beneficially owned:
See Item 9 on page 2. |
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| (b) | Percent of class:
See Item 11 on page 2. |
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| (c) | Number of shares as to which the person has: | |||||||||
| (i) | Sole power to vote or direct the vote:
See Item 5 on page 2. |
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| (ii) | Shared power to vote or direct the vote:
See Item 6 on page 2. |
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| (iii) | Sole power to dispose or direct the disposition of:
See Item 7 on page 2. |
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| (iv) | Shared power to dispose or to direct the disposition of:
See Item 8 on page 2. |
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| ITEM 5. | Ownership of Five Percent or Less of a Class. | |||||||||
| If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following x. | ||||||||||
| ITEM 6. | Ownership of More than Five Percent on Behalf of Another Person. | |||||||||
| Certain of the Ordinary Shares are held in a fiduciary capacity for third parties. Allianz SE disclaims beneficial ownership of such Ordinary Shares. | ||||||||||
| ITEM 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |||||||||
| Allianz SE and the following subsidiaries of Allianz SE hold Ordinary Shares of BASF AG: Allianz Deutschland AG and its subsidiary Allianz Lebensversicherungs-AG as well as other Allianz SE subsidiaries, each of which such other Allianz SE subsidiaries holds less than one percent (1%) of the Ordinary Shares of BASF AG. | ||||||||||
| ITEM 8. | Identification and Classification of the Members of the Group. | |||||||||
| Not applicable | ||||||||||
| ITEM 9. | Notice of Dissolution of Group. | |||||||||
| Not applicable | ||||||||||
| ITEM 10. | Certifications. | |||||||||
| By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. | ||||||||||
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.
| February 14, 2008 |
| Date |
| ALLIANZ SE |
| /s/ Dr. Reinhard Preusche |
| Signature |
| Dr. Reinhard Preusche Prokurist |
| Name/Title |
| /s/ Burkhard Stickler |
| Signature |
| Burkhard Stickler Prokurist |
| Name/Title |