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ABN
AMRO Bank N.V. Reverse Exchangeable Securities
S-NOTESSM
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Pricing
Sheet –
January 11,
2008
10.10%
(ANNUALIZED)
SIX
MONTH
CONOCOPHILLIPS
KNOCK-IN
REXSM
SECURITIES
DUE
JULY
16,
2008
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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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10.10%
(Per Annum), Six Month
Reverse Exchangeable Securities due July 16, 2008 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 16th day of each month starting
on
February 16, 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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ConocoPhillips
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COP
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10.10%
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4.47%
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5.63%
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75%
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00078U7H7
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US00078U7H74
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*This
Security has a term of six
months, so you will receive a prorated amount of this per annum
rate based
on such six-month period.
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Denomination/Principal:
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$1,000
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Issue
Size:
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USD
1,700,000
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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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USD
83.75 (100% of the Intraday
Price per Underlying Share on the Trade Date)
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Stock
Redemption
Amount:
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11.940
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
62.81(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
11, 2008, subject to
certain adjustments as described in the related pricing
supplement
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Settlement
Date:
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January
16,
2008
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Determination
Date:
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July
11, 2008, subject to certain
adjustments as described in the related pricing
supplement
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Maturity
Date:
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July
16, 2008
(Six Months)
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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 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:
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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
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•
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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.
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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.