Filed
pursuant to Rule 433
January
3, 2008
Relating
to Preliminary Pricing Supplement No. 436 to
Registration
Statement Nos. 333-137691, 333-137691-02
Dated
September 29, 2006
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ABN
AMRO Bank N.V. Reverse Exchangeable Securities
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Pricing
Sheet –
January 3,
2008
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10.20%
(PER
ANNUM),
“THE
SPDR
TRUST
SERIES
1” ONE
YEAR
KNOCK-IN
REXSM
SECURITIES
DUE
JANUARY
8,
2009
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|
|
|
SUMMARY
INFORMATION
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|
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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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10.20%
(Per Annum), One Year
Reverse Exchangeable Securities due January 8, 2009 linked to the
Underlying Fund 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 8th
day of each month starting on February
8, 2008 and
ending on the Maturity Date.
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Underlying
Fund
|
Ticker
|
Coupon
Rate
Per
annum
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Interest
Rate
|
Put
Premium
|
Knock-in
Level
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CUSIP
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ISIN
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The
SPDR Trust Series
1
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SPY
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10.20%
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4.09%
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6.11%
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75%
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00078U4N7
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US00078U4N79
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Denomination/Principal:
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$1,000
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Issue
Size:
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USD
13,000,000
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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 Fund linked
to such
Security:
i)
If the closing price of the Underlying Fund on the primary U.S. exchange
or market for such Underlying Fund 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 Fund on the primary U.S. exchange
or
market for such Underlying Fund
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 Fund equal to
the
Redemption
Amount, in the event that the
closing price of the Underlying Fund 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 Fund on
the Determination Date is at or
above the Initial Price.
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Initial
Price:
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USD
144.86 (100% of the Closing
Price per Underlying Share on the Trade Date)
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Redemption
Amount:
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6.903
shares of the Underlying
Fund 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
108.65 (75% 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
8,
2008
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Determination
Date:
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January
5, 2009 subject to
certain adjustments
as described in the related pricing supplement
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Maturity
Date:
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January
8 , 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.
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 Fund to which it is
linked.
What
will I
receive at maturity of the Securities?
If
the closing price
of the Underlying Fund linked to a Security on the relevant exchange 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 (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 Underlying Fund on the relevant exchange has
fallen below the 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 Fund, which we call the
Redemption Amount, in exchange for such Security, in the event that the closing
price of such Underlying Fund is below the 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 Fund is at or above the 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 Underlying Fund. 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 Underlying Fund on the relevant exchange falls below the Knock-In
Level on any trading day during the Knock-In Period, and on the Determination
Date the closing price of the Underlying Fund is less than the Initial Price,
you will receive the Redemption Amount. The market value of the shares
of such Underlying Fund 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
Redemption Amount determined?
The
Redemption
Amount for each $1,000 principal amount of the Securities is equal to $1,000
divided by the initial price. Since shares of the Underlying Fund are held
in
book entry form, no stock certificates are issued. Accordingly, any
shares of the Underlying Fund which are delivered to you will be delivered
in
book entry form and will include any fractional shares you are entitled to
receive, after aggregating your total holdings of the Securities based on the
closing price of the Underlying Fund 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 the underlying fund was $145.00 per share and the knock-in level for such
offering was 80% then the knock-in level would be $116.00 per share or 80%
of
the initial price and the redemption amount would be 6.897 shares of the
underlying fund, or $1,000 divided by $145.00.
If
the hypothetical
closing price of that underlying fund had fallen below its knock-in level of
$116.00 on any trading day during the Knock-in Period, then payment at maturity
would depend on the closing price of the underlying fund on the determination
date. In this case, if the closing price of the underlying fund on the
determination date is $136.00 per share, which is below the initial price,
you
would receive 6.897 shares of the underlying fund for each $1,000 principal
amount of the securities. Since shares of the underlying fund are
held in book entry form we would deliver shares of the underlying fund in book
entry form which allows us to deliver fractions of
a
share. You would receive on the maturity date for each $1,000
principal amount of the securities 6.897 shares of the underlying. 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 6.897 shares of the underlying
fund that we would deliver to you at maturity for each $1,000 principal amount
of security would be $937.99, 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 fund on the determination date is
$150.00 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 fund never falls below $116.00, which is
the
knock-in price on any trading day during the Knock-in Period, at maturity you
would receive $1,000 in cash for each $1,000 principal amount of the Securities
you hold regardless of the closing price of the underlying fund on the
determination date. In addition, over the life of the Securities you would
have
received interest payments 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 Funds 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 Redemption Amount on the Pricing Date.
Do
I benefit
from any appreciation in the Underlying Fund 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
“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 Underlying Fund falls below the 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 Underlying Fund below the closing price of
such Underlying Fund on the date the
Securities were priced.
Accordingly,
investors may lose some or
all of their initial principal investment in the
Securities.
Limited
Return
The
amount payable under the Securities
will never exceed the original principal amount of the
Securities plus
the 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 Underlying Fund, nor will they receive dividends
paid on
the Underlying Fund, 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 Underlying Fund 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 Fund 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 Underlying Fund, 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 Underlying Fund), the
investor
will not recognize any gain or loss
in respect of the Put Option, but the investor’s
tax basis in the Underlying Fund
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.
5