6-K UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
January 27, 2006
BASF AKTIENGESELLSCHAFT
(Exact name of Registrant as Specified in its Charter)
BASF CORPORATION
(Translation of Registrant's name into English)
Carl Bosch Strasse 38, LUDWIGSHAFEN, GERMANY 67056
(Address of Principal Executive Offices)
Indicate by check mark whether the Registrant files or will file annual
reports under cover Form 20-F or Form 40-F
Form 20-F X Form 40-F
Indicate by check mark whether the Registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes No X
If "Yes" is marked, indicate below the file number assigned to the
Registrant in connection with Rule 12g3-2(b): 82- .
January 27, 2006
P 115/06e
Michael Grabicki
Phone +49 621 60-99938
Cell +49 172 7491891
Fax +49 621 60-92693
michael.grabicki@basf.com
US media contact:
Timothy Andree
Phone +1 973 245 6078
Cell +1 973 519 5195
Fax +1 973 245 6715
andreet@basf.com
Analysts/Investors contact:
Magdalena Moll
Phone +49 621 60-48002
Fax +49 621 60-22500
magdalena.moll@basf.com
BASF Aktiengesellschaft
67056 Ludwigshafen, Germany
Phone:+49 621 60-0
http://www.basf.com
Corporate Media Relations
Phone: +49 621 60-20710
Fax: +49 621 60-92693
presse.kontakt@basf.com
BASF Announces Engelhard Board Nominees
o Company Reaffirms Tender Offer Price of $37 per Share
Ludwigshafen, Germany, January 27, 2006 - BASF Aktiengesellschaft (Frankfurt:
BAS, NYSE: BF [ADR], LSE: BFA, SWX: AN), the world's leading chemical company,
today announced that it has nominated two candidates for election to Engelhard
Corporation's (NYSE: EC) Board of Directors in accordance with Engelhard's
bylaws. The candidates will stand for election at the upcoming annual meeting of
Engelhard's stockholders, which is currently scheduled for May 4, 2006.
"We believe that our all-cash tender offer of $37 per share offers Engelhard
stockholders an opportunity to realize a significant and timely return that
Engelhard otherwise would be unable to achieve, either on a stand-alone basis or
in connection with an alternative transaction," said Dr. Jurgen Hambrecht,
Chairman of the Board of Directors of BASF Aktiengesellschaft.
The BASF nominees are Julian A. Brodsky and John C. Linehan. "Messrs. Brodsky
and Linehan are highly qualified candidates who will act in accordance with
their fiduciary duties and seek to maximize value for Engelhard's stockholders,"
Dr. Hambrecht said.
Page 2
BASF's tender offer is scheduled to expire at 12:00 midnight, New York City
time, on February 6, 2006, unless extended.
Biographical Information
------------------------
Julian A. Brodsky
-----------------
Mr. Brodsky is a founder and, since 2004, has served as non-executive Vice
Chairman of Comcast Corporation (NYSE: CMCSA), a leading provider of cable,
entertainment and communications products and services in the United States.
Prior to that he served as Comcast's Executive Vice President, Senior Vice
President, Chief Financial Officer and Vice Chairman. From 1999 to 2004, he also
served as Chairman of Comcast Interactive Capital, an in-house venture fund.
Currently, Mr. Brodsky serves as a Director of the RBB Fund Inc., a mutual fund,
and as a member of the Board of Directors of Amdocs Limited (NYSE: DOX), a
technology company. Mr. Brodsky is a certified public accountant and a graduate
of the Wharton School of Finance and Commerce of the University of Pennsylvania.
John C. Linehan
---------------
Mr. Linehan is currently a member of the Board of Directors of Pacific Energy
Partners, L.P. (NYSE: PPX), a company engaged principally in the business of
gathering, transporting, storing, and distributing crude oil, refined products
and related products in California and the Rocky Mountain region. In 2001 and
2002, Mr. Linehan served as Chairman and CEO of Texaco Refining & Marketing
(East) Inc. and, before that, as Executive Vice President and Chief Financial
Officer of Kerr-McGee Corporation (NYSE: KMG), a global energy company based in
Oklahoma City and a leader in oil and natural gas exploration and production,
from which he retired in 1999. Mr. Linehan has also served as Chairman of the
Finance Committee of the American Petroleum Institute and as a member of the
Board of Directors of Tom Brown, Inc. (NYSE: TBI) until its acquisition by
EnCana Corporation in 2004. Mr. Linehan is a member of both the American
Institute of Certified Public Accountants and the Oklahoma Society of Certified
Public Accountants.
Lehman Brothers is acting as financial advisor and Shearman & Sterling LLP is
acting as legal advisor to BASF on the proposed transaction.
BASF is the world's leading chemical company: The Chemical Company. Its
portfolio ranges from chemicals, plastics, performance products, agricultural
products and fine chemicals to crude oil and natural gas. As a reliable partner
to virtually all industries, BASF's intelligent solutions and high-value
products help its customers to be more successful. BASF develops new
technologies and uses them to open up additional market opportunities. It
Page 3
combines economic success with environmental protection and social
responsibility, thus contributing to a better future. In 2004, BASF had
approximately 82,000 employees and posted sales of more than (euro)37 billion.
BASF shares are traded on the stock exchanges in Frankfurt (BAS), London (BFA),
New York (BF) and Zurich (AN). Further information on BASF is available on the
Internet at www.basf.com.
BASF currently intends to solicit proxies for use at Engelhard's 2006 annual
meeting of stockholders, or at any adjournment or postponement thereof, to vote
in favor of BASF's nominees identified in this press release and to vote on any
other matters that shall be voted upon at Engelhard's 2006 annual meeting of
stockholders. BASF currently intends to file a proxy statement on Schedule 14A
with the U.S. Securities and Exchange Commission (the "SEC") in connection with
this solicitation of proxies. All Engelhard stockholders are strongly encouraged
to read the proxy statement, if and when it is available, because it will
contain important information. Engelhard stockholders may obtain copies of the
proxy statement and related materials, if and when they are available, for free
at the SEC's website at www.sec.gov.
The identity of people who, under SEC rules, may be considered "participants in
a solicitation" of proxies from Engelhard stockholders for use at Engelhard's
2006 annual meeting of stockholders and a description of their direct and
indirect interests in the solicitation, by security holdings or otherwise, will
be contained in the proxy statement on Schedule 14A that BASF currently intends
to file with the SEC.
This press release is provided for informational purposes only and is neither an
offer to purchase nor a solicitation of an offer to sell any securities of
Engelhard Corporation. Any offers to purchase or solicitation of offers to sell
will be made only pursuant to the tender offer statement (including the offer to
purchase, the letter of transmittal and other offer documents) which was filed
with the SEC on January 9, 2006. Engelhard stockholders are advised to read
these documents and any other documents relating to the tender offer that are
filed with the SEC carefully and in their entirety because they contain
important information. Engelhard stockholders may obtain copies of these
documents for free at the SEC's website at www.sec.gov or by calling Innisfree
M&A Incorporated, the Information Agent for the offer, at +1 877 750 5837 (Toll
Free from the U.S. and Canada) or 00800 7710 9971 (Toll Free from Europe).
This press release contains forward-looking statements. All statements contained
in this press release that are not clearly historical in nature or that
necessarily depend on future events are forward-looking, and the words
"anticipate," "believe," "expect," "estimate," "plan," and similar expressions
are generally intended to identify forward-looking statements. These statements
are based on current expectations, estimates and projections of BASF management
and currently available information. They are not guarantees of future
performance, involve certain risks and uncertainties that are difficult to
predict and are based upon assumptions as to future events that may not prove to
be accurate.
Many factors could cause the actual results, performance or achievements of BASF
to be materially different from those that may be expressed or implied by such
statements. Such factors include those discussed in BASF's Form 20-F filed with
the SEC.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Current Report to be signed on its behalf by the
undersigned, thereunto duly authorized.
BASF Aktiengesellschaft
Date: January 27, 2006 By: /s/ Elisabeth Schick
------------------------------------
Name: Elisabeth Schick
Title: Director Site Communications
Ludwigshafen and Europe
By: /s/ Christian Schubert
------------------------------------
Name: Christian Schubert
Title: Director Corporate Communications
BASF Group