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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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9.50%
(Per Annum), Six Month
Reverse Exchangeable Securities due July 31, 2008 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 last day of each month starting on
February 29, 2008 and
ending on the Maturity Date.
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Underlying
Fund
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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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The
SPDR Trust Series
1
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SPY
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9.50%
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4.47%
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5.03%
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80%
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00083GAD6
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US00083GAD60
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*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.
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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 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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100%
of the Closing Price of the
Underlying Fund on the Pricing Date.
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Redemption
Amount:
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For
each $1,000 principal amount
of Security, a number of shares of the Underlying Fund linked
to such
Security equal to $1,000 divided by the Initial
Price.
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Knock-In
Level:
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A
percentage of the 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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January
25, 2008 subject to
certain adjustments as described in the related pricing
supplement
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Settlement
Date:
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January
31,
2008
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Determination
Date:
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July
28, 2008 subject to certain
adjustments as described in the related pricing
supplement
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Maturity
Date:
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July
31, 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.
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 fourth Business Day following the Pricing Date of the Securities
(this settlement cycle being referred to as “T+4”). 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 will be required, by virtue of the
fact that
the Securities initially will settle in T+4, 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 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.
On
December 7, 2007, the U.S.
Treasury and the
Internal Revenue Service released a notice requesting comments on the
U.S.
federal income tax treatment of
“prepaid forward
contracts” and similar
instruments. While it is not entirely clear whether the Securities
are among
the instruments described in the
notice, it is possible that any Treasury regulations or other guidance
issued
after consideration of the issues raised in the notice could materially
and
adversely affect the tax consequences of ownership and disposition
of the Securities, possibly on a
retroactive basis.
The
notice indicates that it is possible
the IRS may adopt a new position with respect to how the IRS characterizes
income or loss (including, for example, whether the option premium might
be
currently included as
ordinary income) on the Securities for U.S.
holders of the
Securities.
You
should consult your tax advisor
regarding the notice and its potential implications for an investment in
the
Securities.
Reverse
Exchangeable is a Service Mark
of ABN AMRO Bank
N.V.