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 UNDER THE SECURITIES EXCHANGE ACT OF 1934 ------------------ For the month of December 2004 Commission File Number: 001-31368 SANOFI-AVENTIS (Translation of registrant's name into English) 174, avenue de France, 75013 Paris, FRANCE (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 if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):_____ Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):_____ 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" marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-________ On December 4, 2004, Sanofi-Aventis (formerly known as Sanofi-Synthelabo) published the notice attached hereto as Exhibit 99.1 on its website (www.sanofi-aventis.com), announcing that as at Friday, December 3, 2004, 18.00 hours (CET) Sanofi-Aventis's mandatory offer for the shares in Hoechst Aktiengesellschaft has been accepted for 248,933 shares in Hoechst Aktiengesellschaft, representing 0.04% of the share capital and the voting rights of Hoechst Aktiengesellschaft. On December 7, 2004, Sanofi-Aventis published the notice attached hereto as Exhibit 99.2 on its website (www.sanofi-aventis.com), announcing that as at Monday, December 6, 2004, 18.00 hours (CET) Sanofi-Aventis's mandatory offer for the shares in Hoechst Aktiengesellschaft has been accepted for 251,603 shares in Hoechst Aktiengesellschaft, representing 0.04% of the share capital and the voting rights of Hoechst Aktiengesellschaft. On December 8, 2004, Sanofi-Aventis published the notice attached hereto as Exhibit 99.3 on its website (www.sanofi-aventis.com), announcing that as at Tuesday, December 7, 2004, 18.00 hours (CET) Sanofi-Aventis's mandatory offer for the shares in Hoechst Aktiengesellschaft has been accepted for 259,035 shares in Hoechst Aktiengesellschaft, representing 0.05% of the share capital and the voting rights of Hoechst Aktiengesellschaft. EXHIBIT LIST Exhibit No. Description ----------- ----------- Exhibit 99.1 Notice, dated December 3, 2004, announcing number of Hoechst shares tendered into mandatory offer by Sanofi-Aventis to the shareholders of Hoechst AG, as of December 3, 2004 at 18:00 hours (CET). Exhibit 99.2 Notice, dated December 6, 2004, announcing number of Hoechst shares tendered into mandatory offer by Sanofi-Aventis to the shareholders of Hoechst AG, as of December 6, 2004 at 18:00 hours (CET). Exhibit 99.3 Notice, dated December 7, 2004, announcing number of Hoechst shares tendered into mandatory offer by Sanofi-Aventis to the shareholders of Hoechst AG, as of December 7, 2004 at 18:00 hours (CET). SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Dated: December 8, 2004 SANOFI-AVENTIS By: /s/ Jean-Claude Leroy --------------------------------- Name: Jean-Claude Leroy Title: Senior Vice President & Chief Financial Officer EXHIBIT INDEX Exhibit No. Description ----------- ----------- Exhibit 99.1 Notice, dated December 3, 2004, announcing number of Hoechst shares tendered into mandatory offer by Sanofi-Aventis to the shareholders of Hoechst AG, as of December 3, 2004 at 18:00 hours (CET). Exhibit 99.2 Notice, dated December 6, 2004, announcing number of Hoechst shares tendered into mandatory offer by Sanofi-Aventis to the shareholders of Hoechst AG, as of December 6, 2004 at 18:00 hours (CET). Exhibit 99.3 Notice, dated December 7, 2004, announcing number of Hoechst shares tendered into mandatory offer by Sanofi-Aventis to the shareholders of Hoechst AG, as of December 7, 2004 at 18:00 hours (CET).