Unassociated Document
Filed
pursuant to Rule
433
September
5,
2007
Relating
to Preliminary Pricing
Supplement No.246 to
Registration
Statement Nos. 333-137691,
333-137691-02
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ABN
AMRO
Bank N.V. Reverse
Exchangeable Securities
S-NOTESSM
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Preliminary
Pricing Sheet –
September 5,
2007
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THREE
OFFERINGS
OF
KNOCK-IN
REXSM
SECURITIES
DUE
SEPTEMBER
26,
2008
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OFFERING
PERIOD:
SEPTEMBER
5, 2007 –
SEPTEMBER
24,
2007
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SUMMARY
INFORMATION
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Issuer:
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ABN
AMRO Bank N.V. (Senior Long
Term Debt Rating: Moody’s
Aa2, S&P
AA-)
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Lead
Agent:
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LaSalle
Broker Dealer Services
Division, a Division of LaSalle Financial Services,
Inc.
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Offerings:
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This
prospectus relates to three
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
any of the three Securities offerings or, at your election, in two
or
more of the offerings. This
prospectus does not, however, allow you to purchase a Security linked
to a
basket of some or all of the Underlying Stocks described
below.
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Interest
Payment
Dates:
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Interest
on the Securities is
payable monthly in arrears on the 27th
day of each month starting on
October 27, 2007 and ending on the Maturity
Date.
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Underlying
Stock
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Ticker
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Coupon
Rate
Per
Annum
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Interest
Rate
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Put
Premium
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Knock-in
Level
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CUSIP
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ISIN
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Monsanto
Company
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MON
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10.70%
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5.15%
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5.55%
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80%
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00078UWC0
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US00078UWC07
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Cisco
Systems,
Inc.
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CSCO
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10.00%
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5.15%
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4.85%
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80%
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00078UWD8
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US00078UWD89
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AT&T
Inc.
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T
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10.00%
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5.15%
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4.85%
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80%
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00078UWE6
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US00078UWE62
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Denomination/Principal:
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$1,000
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Issue
Price:
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100%
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Payment
at
Maturity:
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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.
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Initial
Price:
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100%
of the Closing Price of the
applicable Underlying Stock on the Pricing Date.
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Stock
Redemption
Amount:
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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.
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Knock-In
Level:
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A
percentage of the applicable
Initial Price as set forth in the table above.
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Indicative
Secondary
Pricing:
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•
Internet at:
www.s-notes.com
•
Bloomberg
at: REXS2 <GO>
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Status:
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Unsecured,
unsubordinated
obligations of the Issuer
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Trustee:
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Wilmington
Trust
Company
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Securities
Administrator:
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Citibank,
N.A.
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Settlement:
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DTC,
Book Entry,
Transferable
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Selling
Restrictions:
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Sales
in the European Union must
comply with the Prospectus Directive
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Pricing
Date:
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September
24, 2007, subject to
certain adjustments as described in the related
pricing
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supplement
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Settlement
Date:
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September
27,
2007
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Determination
Date:
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September
23, 2008, subject to
certain adjustments as described in the related pricing
supplement
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Maturity
Date:
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September
26, 2008 (One
Year)
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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 website at
www.sec.gov or by visiting ABN AMRO Holding N.V. on the SEC website at <http://www.sec.gov/cgi-bin/browse-edgar?company=&CIK=abn&filenum=&State=&SIC=&owner=include&action=get
company>. 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 three 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 some or all of the Underlying Stocks. You may participate in any
of the three offerings or, at your election, in two or three
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. 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 you 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 you 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.