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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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ABN
AMRO
Incorporated
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Offerings:
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10.00%
(Per Annum), One Year
Reverse Exchangeable Securities due January 9, 2009 linked to
the
Underlying Stock set forth in the table below.
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Interest
Payment
Dates:
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Interest
on the Securities is
payable monthly in arrears on the 10th
day of each month starting on
February 10, 2008 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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Starbucks
Corporation
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SBUX
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10.00%
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4.09%
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5.91%
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70%
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00078U4T4
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US00078U4T40
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Denomination/Principal:
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$1,000
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Issue
Size:
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USD
1,500,000
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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 Underlying Stock on the primary U.S. exchange
or
market for such Underlying Stock has not fallen below the
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 Underlying Stock on the primary U.S.
exchange
or market for such Underlying
Stock has fallen below the 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 Underlying Stock equal to the Stock
Redemption Amount, in the
event that the closing price of the Underlying Stock on the Determination
Date is below the 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 Underlying
Stock on the Determination
Date is at or above the Initial Price.
You
will receive cash in lieu of
fractional shares.
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Initial
Price:
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USD
18.71 (100% of the Closing
Price per Underlying Share on the Trade Date)
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Stock
Redemption
Amount:
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53.447
shares of
the Underlying Stock per
$1,000 principal amount of Securities (Denomination divided by
the Initial
Price)
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Knock-In
Level:
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USD
13.10 (70% of the Initial
Price)
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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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January
3, 2008 subject to certain
adjustments as described in the related pricing
supplement
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Settlement
Date:
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January
10,
2008
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Determination
Date:
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January
6, 2009 subject to certain
adjustments as described in the related pricing
supplement
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Maturity
Date:
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January
9, 2009 (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 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.
We
expect
that delivery of the Securities will be made against payment therefor on
or
about the closing date specified on the cover page of this pricing sheet,
which
will be the fifth Business Day following the Pricing Date of the Securities
(this settlement cycle being referred to as “T+5”). Under Rule 15c6-1 of the SEC
under the Securities Exchange Act of 1934, trades in the secondary market
generally are required to settle in three Business Days, unless the parties
to
that trade expressly agree otherwise. Accordingly, purchasers who wish
to trade
the Securities on the Pricing Date or the next succeeding Business Day
will be
required, by virtue of the fact that the Securities initially will settle
in
T+5, to specify an alternate settlement cycle at the time of any such trade
to
prevent a failed settlement and should consult their own
advisor.
SUMMARY
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
Investors
should carefully consider the risks of the Securities to which this
communication relates and whether these Securities are suited to their
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 investors to consult with
their 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 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,
investors may lose
some or all of their 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 investors 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, investors 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 investors may not receive their 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 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 the investor 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), the investor 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),
the
investor will not recognize any gain or loss in respect of the Put Option,
but
the investor’s
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. Investors should seek their own advice based on their
particular circumstances from an independent tax advisor.
Reverse
Exchangeable is a Service Mark
of ABN AMRO Bank N.V.