FORM
15F
CERTIFICATION
OF A FOREIGN PRIVATE ISSUER’S TERMINATION OF REGISTRATION
OF A CLASS OF SECURITIES UNDER SECTION 12(g)
OF
THE SECURITIES EXCHANGE ACT OF 1934 OR ITS TERMINATION OF
THE DUTY TO FILE REPORTS UNDER SECTION 13(a) OR
SECTION
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission
File Number 001-14540
DEUTSCHE
TELEKOM AG
(Exact
name of registrant as specified in its charter)
Friedrich-Ebert-Allee
140, 53113 Bonn, Germany
Telephone:
+49-228-181-0
(Address,
including zip code, and telephone number, including area code, of registrant’s
principal executive offices)
Ordinary
Shares (without par value)
American
Depositary Shares, each representing one Ordinary Share
$500,000,000
5.375% Notes due March 23, 2011
$1,250,000,000
5.25% Notes due July 22, 2013
$650,000,000
5.875% Notes due August 20, 2018
$750,000,000
4.875% Notes due July 8, 2014
$1,000,000,000
5.75% Notes due March 23, 2016
$850,000,000
6.75% Notes due August 28, 2018
$750,000,000
6.000% Notes due July 8, 2019
$3,500,000,000
8.25% Notes due June 15, 2030
$500,000,000
9.25% Notes due June 1, 2032
GBP
300,000,000 7.125% Notes due June 15, 2030
EUR
750,000,000 6.625% Notes due July 6, 2010
EUR
2,000,000,000 8.125% Notes due May 29, 2012
(Title of each
class of securities covered by this Form)
Place an X in the
appropriate box(es) to indicate the provision(s) relied upon to terminate the
duty to file reports under the Securities Exchange Act of
1934:
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Rule 12h-6(a) (for equity securities)
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x
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Rule 12h-6(d) (for successor registrants)
o
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Rule 12h-6(c)
(for debt securities)
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x
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Rule 12h-6(i)
(for prior Form 15 filers) o
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Part
I
Item
1: Exchange
Act Reporting History
A. Deutsche
Telekom AG (“Deutsche Telekom”) first incurred the duty to file reports under
section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (the
“Exchange Act”) on November 18, 1996.
B. Deutsche
Telekom has filed or submitted all reports required under Exchange Act section
13(a) or section 15(d) and corresponding rules of the Securities and Exchange
Commission for the 12 months preceding the filing of this Form 15F. Deutsche
Telekom has filed at least one annual report under section 13(a) of the Exchange
Act.
Item
2: Recent
United States Market Activity
Subject to the
exceptions set forth in Instruction 1 to this Item, Deutsche Telekom last sold
securities in the United States in a registered offering under the Securities
Act of 1933, as amended (the “Securities Act”) on June 22, 2009 when it sold
US$750,000,000 of 4.875% Notes and US$750,000,000 of 6.000% Notes through its
finance subsidiary, Deutsche Telekom International Finance B.V., under their
automatic shelf registration statement on Form F-3 filed with the Securities and
Exchange Commission on March 10, 2009. On June 23, 2010, Deutsche Telekom filed
a post-effective amendment to this automatic shelf registration statement
terminating the registration of the unsold securities registered
thereon.
Item
3: Foreign
Listing and Primary Trading Market
A. Deutsche
Telekom has maintained a listing of its ordinary shares on the Frankfurt Stock
Exchange (the “FSE”), which includes the Xetra (Exchange Electronic Trading)
trading system, as well as on the Berlin, Düsseldorf, Hamburg, Hannover, Munich
and Stuttgart stock exchanges (collectively with the FSE, the “German Stock
Exchanges”), all of which are located in the Federal Republic of Germany. The
German Stock Exchanges constitute the primary trading market for Deutsche
Telekom’s ordinary shares. Deutsche Telekom has also maintained a
listing of its ordinary shares on the Tokyo Stock Exchange.
B. Deutsche
Telekom’s ordinary shares have been listed on the Xetra trading system of the
FSE since November 18, 1996. Deutsche Telekom has maintained a listing of its
ordinary shares on the FSE and the other German Stock Exchanges for at least the
12 months preceding the filing of this Form 15F.
C. The
percentage of trading in Deutsche Telekom’s ordinary shares that occurred on the
German Stock Exchanges for the 12-month period beginning on April 27,2009 and
ending on April 26, 2010 was 68.8%.
Item
4: Comparative
Trading Volume Data
A. The
first and last days of the recent 12-month period used to meet the requirements
of Rule 12h-6(a)(4)(i) under the Exchange Act are April 27, 2009, and April 26,
2010.
B. The
average daily trading volume of Deutsche Telekom’s ordinary shares and American
Depositary Shares (“ADSs”) (when expressed in terms of the underlying ordinary
shares) in the United States and on a worldwide basis for the period described
in Item 4.A is set forth in the table below:
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United
States
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Worldwide
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Traded as
ADSs
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1,252,843 |
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1,256,329 |
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Traded as ordinary shares
1
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12,115 |
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26,521,334 |
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Total
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1,264,958 |
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27,777,663 |
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1
Including over-the-counter trades in the United States of ordinary
shares
C. The
average daily trading volume of Deutsche Telekom’s ordinary shares in the United
States as a percentage of the average daily trading volume for the ordinary
shares on a worldwide basis for the period described in Item 4.A was
4.55%.
D. Deutsche
Telekom’s ADSs were delisted from the New York Stock Exchange (the “NYSE”)
following the close of trading on June 18, 2010. As of that date, the average
daily trading volume of Deutsche Telekom’s ordinary shares in the United States
as a percentage of the average daily trading volume for the ordinary shares on a
worldwide basis for the preceding 12-month period was 4.76 %.
E. Deutsche
Telekom has not terminated a sponsored American Depositary Receipts facility
relating to its ordinary shares.
F. All
trading volume information was obtained from Bloomberg L.P.
Item
5: Alternative
Record Holder Information
Not
applicable.
Item
6: Debt
Securities
As
of June 23, 2010, the following debt securities of Deutsche Telekom
International Finance B.V. (the “Notes”) are outstanding. Deutsche Telekom
is the guarantor of the Notes.
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Notes
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Number
of record holders
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$500,000,000
5.375% Notes due March 23, 2011
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51 |
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$1,250,000,000
5.25% Notes due July 22, 2013
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72 |
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$650,000,000
5.875% Notes due August 20, 2013
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35 |
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$750,000,000
4.875% Notes due July 8, 2014
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57 |
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$1,000,000,000
5.75% Notes due March 23, 2016
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73 |
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$850,000,000
6.75% Notes due August 20, 2018
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42 |
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$750,000,000
6.000% Notes due July 8, 2019
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42 |
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$3,500,000,000
8.75% Notes due June 15, 2030
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78 |
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$500,000,000
9.25% Notes due June 1, 2032
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42 |
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The number of
record holders of these Notes on a worldwide basis was determined on the basis
of the records of the Depository Trust Company as of March 15,
2010.
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Notes
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Number
of record holders
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GBP
300,000,000 7.125% Notes due June 15, 2030
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56 |
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The number of
record holders of these Notes on a worldwide basis was determined on the basis
of the records of Euroclear and Clearstream as of March 26, 2010.
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Notes
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Number
of record holders
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EUR
750,000,000 6.625% Notes due July 6, 2010
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8 |
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EUR
2,000,000,000 8.125% Notes due May 29, 2012
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21 |
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The number of
record holders of these Notes who were United States residents was determined as
of April 14, 2010. The company relied on the services of Bondholder
Communications Group, an independent information service provider, to determine
these numbers.
Item
7: Notice
Requirement
A. Deutsche
Telekom published a notice, as required by Rule 12h-6(h) under the Exchange Act,
disclosing its intent to terminate its duty to file reports under section 13(a)
and section 15(d) of the Exchange Act on April 21, 2010.
B. Deutsche
Telekom disseminated this release through Business Wire in the United States. In
addition, this release was posted on Deutsche Telekom’s
website. Deutsche Telekom submitted a copy of the notice to the
Securities and Exchange Commission under cover of a Form 6-K on April 21,
2010.
Item
8: Prior
Form 15 Filers
Not
applicable.
Part
II
Item
9: Rule
12g3-2(b) Exemption
Deutsche Telekom
will publish the information required under Rule 12g3-2(b)(1)(iii) on its
Internet website at http://www.telekom.com.
Part
III
Item
10: Exhibits
None.
Item
11: Undertakings
The undersigned
issuer hereby undertakes to withdraw this Form 15F if, at any time before the
effectiveness of its termination of reporting under Rule 12h-6, it has actual
knowledge of information that causes it reasonably to believe that, at the time
of filing the Form 15F:
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1.
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The average
daily trading volume of its subject class of securities in the United
States exceeded 5 percent of the average daily trading volume of that
class of securities on a worldwide basis for the same recent 12-month
period that the issuer used for purposes of Rule
12h-6(a)(4)(i);
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2.
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Its subject
class of securities was held of record by 300 or more United States
residents or 300 or more persons worldwide, if proceeding under Rule
12h-6(a)(4)(ii) or Rule 12h-6(c);
or
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3.
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It otherwise
did not qualify for termination of its Exchange Act reporting obligations
under Rule 12h-6.
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SIGNATURE
Pursuant to the
requirements of the Securities Exchange Act of 1934, Deutsche Telekom AG has
duly authorized the undersigned person to sign on its behalf this certification
on Form 15F. In so doing, Deutsche Telekom AG certifies that, as represented on
this Form, it has complied with all of the conditions set forth in Rule 12h-6
for terminating its registration under section 12(g) of the Exchange Act, or its
duty to file reports under section 13(a) or section 15(d) of the Exchange Act,
or both.
DEUTSCHE
TELEKOM AG
By: /s/ Timotheus Höttges
Name: Timotheus
Höttges
Title: Member of
the Management Board
For Finance (Chief
Financial Officer)
By: /s/ Dr. Guillaume
Maisondieu
Name: Dr. Guillaume
Maisondieu
Title: Senior Vice
President
Date: June 23,
2010