Filed
pursuant to Rule 433
September
17, 2007
Relating
to Preliminary Pricing Supplement No. 266 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 –
September 17,
2007
ONE
OFFERING
OF KNOCK-IN
REXSM
SECURITIES
DUE
MARCH
25,
2008
OFFERING
PERIOD:
SEPTEMBER
17,
2007 –
SEPTEMBER
20,
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 one
offering of securities (“the Securities”).
Each Security offered is
linked
to one, and
only one, Underlying Stock. The Underlying Stock is set forth
in the table
below.
|
Interest
Payment
Dates:
|
Interest
on the Securities is
payable monthly in arrears on the 25th
day of each month starting on
October 25, 2007 and ending on the Maturity
Date.
|
Underlying
Stock
|
Ticker
|
Coupon
Rate Per
annum*
|
Interest
Rate
|
Put
Premium
|
Knock-in
Level
|
CUSIP
|
ISIN
|
Marathon
Oil
Corporation
|
MRO
|
11.20%
|
5.46%
|
5.74%
|
65%
|
00078UB82
|
US00078UB820
|
|
*This
Security has a term of six
months, so you will receive a pro rated 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:
|
September
20, 2007, subject to
certain adjustments as described in the related pricing
supplement
|
Settlement
Date:
|
September
25,
2007
|
Determination
Date:
|
March
19, 2008, subject to certain
adjustments as described in the related pricing
supplement
|
Maturity Date:
|
March
25, 2008 (Six
Months)
|
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 one offering of Securities. The purchaser of any offering will
acquire a Security linked to a single Underlying Stock.
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.