Unassociated Document
Filed
pursuant to Rule
433
August
6,
2007
Relating
to Preliminary Pricing
Supplement Nos. 220 to
Registration
Statement Nos. 333-137691,
333-137691-02
Dated
September 29, 2006
ABN
AMRO Bank N.V. Reverse Exchangeable Securities
S-NOTESSM
|
Preliminary
Pricing Sheet – August 6, 2007
TWO
OFFERINGS
OF KNOCK-IN
REXSM
SECURITIES
DUE
FEBRUARY
15,
2008
OFFERING
PERIOD:
AUGUST 6, 2007 –
AUGUST
10,
2007
SUMMARY
INFORMATION
|
|
Issuer:
|
ABN
AMRO Bank N.V. (Senior Long
Term Debt Rating: Moody’s
Aa2, S&P
AA-)
|
Lead
Agent:
|
ABN
AMRO
Incorporated
|
Offerings:
|
This
prospectus relates to two
separate offerings of securities (“the Securities”).
Each Security offered is linked
to one, and only one, Underlying Stock. The Underlying Stocks are
set
forth in the table below. You may participate in either of the two
Securities offerings or, at your election, in both of the
offerings. This
prospectus does not, however,
allow you to purchase a Security linked to a basket of both of the
Underlying Stocks described below. Each Security has a term of
six months.
|
Interest
Payment
Dates:
|
Interest
on the Securities is
payable monthly in arrears on the 15th
day of each month starting on
September 15, 2007 and ending on the Maturity
Date.
|
Underlying
Stock
|
Ticker
|
Coupon
Rate
Per
Annum*
|
Interest
Rate
|
Put
Premium
|
Knock-in
Level
|
CUSIP
|
ISIN
|
American
Express
Company
|
AXP
|
15.50%
|
5.20%
|
10.30%
|
85%
|
00078UTS9
|
US00078UTS95
|
General
Electric
Company
|
GE
|
10.00%
|
5.20%
|
4.80%
|
85%
|
00078UTQ3
|
US00078UTQ30
|
|
*The
Securities have a term of six
months, so you will
receive a pro rata amount of this per annum rate based on such six-month
period.
|
Denomination/Principal:
|
$1,000
|
Issue
Price:
|
100%
|
Payment
at
Maturity:
|
The
payment at maturity for each
Security is based on the performance of the Underlying Stock linked
to
such Security:
i)
If the closing price of the applicable Underlying Stock on the primary
U.S. exchange or market for such Underlying Stock has not fallen
below the applicable Knock-In
Level on any trading day from but not including the Pricing Date
to and
including the Determination Date, we will pay you the principal amount
of
each Security in cash.
ii) If
the closing price of the applicable Underlying Stock
on the primary U.S. exchange
or market for such Underlying Stock has fallen below the applicable
Knock-In Level on any trading day from but not including the Pricing
Date
to and including the Determination Date:
a)
we
will
deliver to you a number of shares
of the applicable
Underlying Stock equal to the applicable Stock Redemption Amount,
in the
event that the closing price of the applicable Underlying Stock on
the
Determination Date is below the applicable Initial Price;
or
b)
we
will
pay you the principal
amount of each Security in
cash, in the event that the closing price of the applicable Underlying
Stock on the Determination Date is at or above the applicable Initial
Price.
You
will receive cash in lieu of
fractional shares.
|
Initial
Price:
|
100%
of the Closing Price of the
applicable Underlying Stock on the Pricing Date.
|
Stock
Redemption
Amount:
|
For
each $1,000 principal amount
of Security, a number of shares of the applicable Underlying Stock
linked
to such Security equal to $1,000 divided by the applicable
Initial
Price.
|
Knock-In
Level:
|
A
percentage of the applicable
Initial Price as set forth in the table above.
|
Indicative
Secondary
Pricing:
|
•
Internet at:
www.s-notes.com
•
Bloomberg
at:
REXS2 <GO>
|
Status:
|
Unsecured,
unsubordinated
obligations of the Issuer
|
Trustee:
|
Wilmington
Trust
Company
|
Securities
Administrator:
|
Citibank,
N.A.
|
Settlement:
|
DTC,
Book Entry,
Transferable
|
Selling
Restrictions:
|
Sales
in the European Union must
comply with the Prospectus Directive
|
Pricing
Date:
|
August
10, 2007, subject to
certain adjustments as described in the related pricing
supplement
|
Settlement
Date:
|
August
15,
2007
|
Determination
Date:
|
February
12, 2008, subject to
certain adjustments as described in the related pricing
supplement
|
Maturity
Date:
|
February
15, 2008 (Six
Months)
|
ABN
AMRO has
filed a registration statement (including a Prospectus and Prospectus
Supplement) with the SEC for the offerings to which this communication relates.
Before you invest, you should read the Prospectus and Prospectus Supplement
in
that registration statement and other documents ABN AMRO has filed with the
SEC
for more complete information about ABN AMRO and the offerings of the
Securities.
You
may get
these documents for free by visiting EDGAR on the SEC website at www.sec.gov
or
by visiting ABN AMRO Holding N.V. on the SEC website at . Alternatively, ABN
AMRO, any underwriter or any dealer participating in the offering will arrange
to send you the Prospectus and Prospectus Supplement if you request it by
calling toll free (888) 644-2048.
These
Securities may not be offered or sold (i) to any person/entity listed on
sanctions lists of the European Union, United States or any other applicable
local competent authority; (ii) within the territory of Cuba, Sudan, Iran and
Myanmar; (iii) to residents in Cuba, Sudan, Iran or Myanmar; or (iv) to Cuban
Nationals, wherever located.
SUMMARY
This
prospectus
relates to two separate offerings of Securities. Each Security
offered is linked to one, and only one, of the Underlying Stocks described
on
the cover page. The purchaser of any offering will acquire a Security
linked to a single Underlying Stock, not to a basket or index of both of the
Underlying Stocks. You may participate in either of the two offerings
or, at your election, in both offerings.
The
following
summary does not contain all the information that may be important to you.
You
should read this summary together with the more detailed information that is
contained in the related Pricing Supplement and in its accompanying Prospectus
and Prospectus Supplement. You should carefully consider, among other things,
the matters set forth in “Risk Factors” in the related Pricing Supplement, which
are summarized on page 5 of this document. In addition, we urge you
to consult with your investment, legal, accounting, tax and other advisors
with
respect to any investment in the Securities.
What
are the
Securities?
The
Securities are
interest paying, non-principal protected securities issued by us, ABN AMRO
Bank
N.V., and are fully and unconditionally guaranteed by our parent company, ABN
AMRO Holding N.V. The Securities are senior notes of ABN AMRO Bank N.V. These
Securities combine certain features of debt and equity by offering a fixed
interest rate on the principal amount while the payment at maturity is
determined based on the performance of the Underlying Stock to which it is
linked.
What
will I
receive at maturity of the Securities?
If
the closing price
of the Underlying Stock linked to a Security on the relevant exchange has not
fallen below the applicable Knock-In Level on any trading day from but not
including the Pricing Date to and including the Determination Date (such period,
the “Knock-In Period”), at maturity we will pay you the principal amount of such
Security in cash.
If,
on the other
hand, the closing price of the applicable Underlying Stock on the relevant
exchange has fallen below the applicable Knock-In Level on any trading day
during the Knock-In Period, at maturity we will either:
• deliver
to you a fixed number of shares of such Underlying Stock, which we call the
Stock Redemption Amount, in exchange for such Security, in the event that the
closing price of such Underlying Stock is below the applicable Initial Price
on
the Determination Date; or
• pay
you the principal amount of such Security in cash, in the event that the closing
price of such Underlying Stock is at or above the applicable Initial Price
on
the Determination Date.
Why
is the
interest rate on the Securities higher than the interest rate payable on your
conventional debt securities with the same maturity?
The
Securities offer
a higher interest rate than the yield that would be payable on a conventional
debt security with the same maturity issued by us or an issuer with a comparable
credit rating. This is because you, the investor in the Securities, indirectly
sell a put option to us on the shares of the applicable Underlying Stock. The
premium due to you for this put option is combined with a market interest rate
on our senior debt to produce the higher interest rate on the
Securities.
What
are the
consequences of the indirect put option that I have sold
you?
The
put option you
indirectly sell to us creates the feature of exchangeability. If the closing
price of the applicable Underlying Stock on the relevant exchange falls below
the applicable Knock-In Level on any trading day during the Knock-In Period,
and
on the Determination Date the closing price of the applicable Underlying Stock
is less than the applicable Initial Price, you will receive the applicable
Stock
Redemption Amount. The market value of the shares of such Underlying
Stock at the time you receive those shares will be less than the principal
amount of the Securities and could be zero. Therefore you are not guaranteed
to
receive any return of principal at maturity.
How
is the
Stock Redemption Amount determined?
The
Stock Redemption
Amount for each $1,000 principal amount of any Security is equal to $1,000
divided by the Initial Price of the Underlying Stock linked to such Security.
The value of any fractional shares of such Underlying Stock that you are
entitled to receive, after aggregating your total holdings of the Securities
linked to such Underlying Stock, will be paid in cash based on the closing
price
of such Underlying Stock on the Determination Date.
What
interest payments can I expect on the Securities?
The
interest rate is
fixed at issue and is payable in cash on each interest payment date,
irrespective of whether the Securities are redeemed at maturity for cash or
shares.
Can
you give
me an example of the payment at maturity?
If,
for example, in
a hypothetical offering, the interest rate was 10% per annum, the initial price
of a share of underlying stock was $45.00 and the knock-in level for such
offering was 80%, then the stock redemption amount would be 22.222 shares of
underlying stock, or $1,000 divided by $45.00, and the knock-in level would
be
$36.00, or 80% of the initial price.
If
the closing price
of that hypothetical underlying stock fell below the knock-in level of $36.00
on
any
trading
day during
the Knock-in Period, then the payment at maturity would depend on the closing
price of the underlying stock on the determination date. In this case, if the
closing price of the underlying stock on the determination date is $30.00 per
share at maturity, which is below the initial price level, you would receive
22.222 shares of underlying stock for each $1,000 principal amount of the
securities. (In actuality, because we cannot deliver fractions of a share,
you
would receive on the maturity date for each $1,000 principal amount of the
securities 22 shares of underlying stock plus $6.66 cash in lieu of 0.222
fractional shares, determined by multiplying 0.222 by $30.00, the closing price
per shares of underlying stock on the determination date.) In addition, over
the
life of the securities you would have received interest payments at a rate
of
10% per annum. If the securities had a term less than one year, you would have
received a pro-rata percentage of this interest rate. In this
hypothetical example, the market value of those 22 shares of underlying stock
(including the cash paid in lieu of fractional shares) that we would deliver
to
you at maturity for each $1,000 principal amount of security would be $666.66,
which is less than the principal amount of $1,000, and you would have lost
a
portion of your initial investment.
If,
on the other
hand, the closing price of the underlying stock on the determination date is
$50.00 per share, which is above the initial price level, you will receive
$1,000 in cash for each $1,000 principal amount of the securities regardless
of
the knock-in level having been breached. In addition, over the life of the
Securities you would have received interest payments at a rate of 10% per
annum.
Alternatively,
if
the closing price of the underlying stock never falls below $36.00, which is
the
knock-in level, on any trading day during the Knock-in Period, at maturity
you
will receive $1,000 in cash for each security you hold regardless of the closing
price of the underlying stock on the determination date. In addition, over
the
life of the securities you would have received interest payments at a rate
of
10% per annum.
This
example
is for illustrative purposes only and is based on a hypothetical
offering. It is not possible to predict the closing price of any of
the Underlying Stocks on the determination date or at any time during the life
of the Securities. For each offering, we will set the Initial Price,
Knock-In Level and Stock Redemption Amount on the Pricing Date.
Do
I benefit
from any appreciation in the Underlying Stock over the life of the
Securities?
No.
The amount paid
at maturity for each $1,000 principal amount of the Securities will not exceed
$1,000.
What
if I
have more questions?
You
should read the
“Description of Securities” in the related Pricing Supplement for a detailed
description of the terms of the Securities. ABN AMRO has filed a
registration statement (including a Prospectus and Prospectus Supplement) with
the SEC for the offering to which this communication relates. Before you invest,
you should read the Prospectus and Prospectus Supplement in that registration
statement and other documents ABN AMRO has filed with the SEC for more complete
information about ABN AMRO and the offering of the Securities. You
may get these documents for free by visiting EDGAR on the SEC web site at
www.sec.gov. Alternatively, ABN AMRO, any underwriter or any dealer
participating in the offering will arrange to send you the Prospectus and
Prospectus Supplement if you request it by calling toll free (888)
644-2048.
RISK
FACTORS
You
should
carefully consider the risks of the Securities to which this communication
relates and whether these Securities are suited to your particular circumstances
before deciding to purchase them. It is important that prior to
investing in these Securities investors read the Pricing Supplement related
to
such Securities and the accompanying Prospectus and Prospectus Supplement to
understand the actual terms of and the risks associated with the
Securities. In addition, we urge you to consult with your investment,
legal, accounting, tax and other advisors with respect to any investment in
the
Securities.
Credit
Risk
The
Securities are issued by ABN AMRO
Bank N.V. and guaranteed by ABN AMRO Holding N.V., ABN
AMRO’s
parent. As a result,
investors in the Securities assume the credit risk of ABN AMRO Bank N.V. and
that of ABN AMRO Holding N.V. in the event that ABN AMRO defaults on its
obligations under the Securities. Any obligations or
Securities sold, offered, or
recommended are not deposits on ABN AMRO Bank N.V. and are not endorsed or
guaranteed by any bank or thrift, nor are they insured by the FDIC or any
governmental agency.
Principal
Risk
The
Securities are not ordinary debt
securities: they are
not
principal protected. In addition, if the closing price of the
applicable Underlying Stock falls below the applicable Knock-In Level on any
trading day during the Knock-In Period, investors in the Securities will be
exposed to any decline
in the price of the applicable
Underlying Stock below the closing price of such Underlying Stock on the date
the Securities were priced. Accordingly,
you may lose some
or all of your initial investment in the
Securities.
Limited
Return
The
amount payable under the Securities
will
never exceed the original principal amount of the Securities plus the applicable
aggregate fixed coupon payment investors earn during the term of the
Securities. This means that you will not benefit from any price
appreciation
in the applicable Underlying
Stock, nor will they receive dividends paid on the applicable Underlying Stock,
if any. Accordingly, you will never receive at maturity an amount
greater than a predetermined amount per Security, regardless of how
much
the price of the applicable Underlying
Stock increases during the term of the Securities or on the Determination
Date. The return of a Security may be significantly less than the
return of a direct investment in the Underlying Stock to which the
Security
is linked during the term of the
Security.
Liquidity
Risk
ABN
AMRO does not intend to list the
Securities on any securities exchange. Accordingly, there may be
little or no secondary market for the Securities and information regarding
independent market pricing
of the Securities may be limited. The value of the Securities in the secondary
market, if any, will be subject to many unpredictable factors, including then
prevailing market conditions.
It
is important to note that
many factors will contribute to
the secondary market value of
the Securities, and you may not receive your full principal back if the
Securities are sold prior to maturity. Such factors
include, but are not
limited to, time to maturity, the price of the applicable Underlying Stock,
volatility and interest
rates.
In
addition, the price, if any, at which
we or another party are willing to purchase Securities in secondary market
transactions will likely be lower than the issue price, since the issue price
included, and secondary market prices are likely to
exclude,
commissions, discounts or mark-ups paid with respect to the Securities, as
well
as the cost of hedging our obligations under the Securities.
Tax
Risk
Pursuant
to the terms of the Knock-in
Reverse Exchangeable Securities, we and every investor in
the Securities
agree to characterize the Securities as consisting of a Put Option and a Deposit
of cash with the issuer. Under this characterization, a portion of
the stated interest payments on each Security is treated as interest
on
the Deposit, and the remainder is
treated as attributable to a sale by you of the Put Option to ABN AMRO (referred
to as Put Premium). Receipt of the Put Premium will not be taxable
upon receipt.
If
the Put Option expires unexercised
(i.e., a cash payment of the principal amount of the Securities is made to
the
investor at maturity), you will recognize short-term capital gain equal to
the
total Put Premium received. If the Put Option is
exercised (i.e.,
the final payment on the
Securities is paid in the applicable Underlying Stock), you will not recognize
any gain or loss in respect of the Put Option, but your tax basis in the
applicable Underlying Stock received will be reduced by the Put
Premium received.
Significant
aspects of the U.S. federal
income tax treatment of the Securities are uncertain, and no assurance can
be
given that the Internal Revenue Service will accept, or a court will uphold,
the
tax treatment described above.
This
summary is limited to the federal
tax issues
addressed herein. Additional issues may exist that are not addressed in this
summary and that could affect the federal tax treatment of the
transaction. This tax summary was written in connection with the
promotion or marketing
by ABN AMRO Bank N.V. and the
placement agent of the Knock-in Reverse Exchangeable Securities, and it cannot
be used by any investor for the purpose of avoiding penalties that may be
asserted against the investor under the Internal Revenue Code. You
should seek your own advice
based on their particular circumstances from an independent tax
advisor.
Reverse
Exchangeable is a Service Mark
of ABN AMRO Bank N.V.