Filed
pursuant to Rule 433
May
9, 2008
Relating
to Preliminary
Pricing Supplement No. 631 to
Registration
Statement Nos. 333-137691, 333-137691-02
Dated
September 29, 2006
ABN AMRO Bank
N.V.
20%
Buffer Knock-Out Notes
|
Preliminary Pricing Sheet
– May 9,
2008
|
3-YEAR,
20% BUFFER
KNOCK-OUT SECURITIES DUE
MAY 31,
2011
LINKED TO THE
PERFORMANCE OF WISDOMTREE
INDIA
EARNINGS
FUNDSM
|
SUMMARY
INFORMATION
|
Issuer:
|
ABN AMRO Bank
N.V. (Senior Long Term Debt Rating: Moody's Aa2, S&P
AA-)
|
Lead
Selling Agent:
|
ABN AMRO
Incorporated
|
Offering:
|
3-Year, 20%
Buffer Knock-Out Securities Due May 31, 2011 Linked to the Performance of
WisdomTree India Earnings
|
|
FundSM
("the Securities")
|
Underlying
Fund:
|
WisdomTree
India Earnings FundSM
(Bloomberg code: EPI <US><Equity>)
|
Coupon:
|
None. The
Securities do not pay interest.
|
Denominations:
|
|
Issue
Size:
|
TBD
|
Issue
Price:
|
100%
|
Payment
at Maturity:
|
At maturity,
you will receive, for each $1,000 principal amount of Security, a cash
amount calculated as follows:
(1) if the fund
return is positive and a Knock-Out Event has not occurred, $1,000 plus the
out-performance amount;
(2) if the fund
return is positive and a Knock-Out Event has occurred, $1000
only;
(3) if the fund
return is zero or negative to and including -20%, $1,000 only;
and
(4) if the fund
return is negative and less than -20%, $1,000 plus ((fund return + 20%) x
$1,000), which will represent a loss of principal.
If the fund return is less than
-20% you could lose up to 80% of your initial principal investment. In
addition, even if the fund return is positive, you will never receive a
payment at maturity greater than $2,840.00, due to the method by which the
out-performance amount is calculated. Further, even if the fund
return is positive, if a Knock-Out Event occurs during the Relevant
Period, then you will be entitled to receive only the principal amount of
$1,000 per Security at maturity. Accordingly, you may receive a zero
percent return on your investment if the Underlying Fund significantly
appreciates at any time during the life of the Securities.
|
Fund
Return:
|
The return on
the underlying fund is the percentage change in the value of such
underlying fund, calculated as:
Final Price - Initial
Price
|
Initial
Price:
|
The closing
price of the Underlying Fund on the pricing date.
|
Final
Price:
|
The closing
price of the Underlying Fund on the determination date, subject to certain
adjustment event as described in the pricing
supplement.
|
Out-performance
amount:
|
For each
$1,000 principal amount of Securities, an amount in cash equal to the
lesser
of: (a) the product of the participation
rate times the fund return times $1,000 and (b) the maximum
amount.
|
Participation
Rate:
|
2.30 (or
230%).
|
Maximum
Amount:
|
$1,840.00 per
$1,000 principal amount of Securities, representing a maximum return on
the Securities of 184.00%
|
Knock-Out
Event:
|
A Knock-Out
Event will be deemed to have occurred if the market price of the
Underlying Fund has risen above the Knock-Out
Level at any time during the regular business hours of the primary U.S.
exchange or market for the Underlying Fund on any
trading day during the Relevant Period.
|
Knock-Out
Level:
|
180% of the
Initial Price
|
Relevant
Period:
|
The period
from but excluding the Pricing Date to and including the Determination
Date.
|
Buffer
Level:
|
20% Buffer. A decrease in the
Fund Return of 20% or less will not result in the loss of principal by
holders of the Securities. A
decrease in the Fund Return of more than 20% will result in the loss of up
to 80% of principal by holders of the
Securities.
|
Maximum
Redemption at Maturity:
|
At maturity,
you will never receive a total payment in excess of $2,840.00, which is
equal to $1,000 initial investment plus the maximum
amount.
|
Indicative
Secondary Pricing:
|
• Internet
at: www.s-notes.com
• Bloomberg
at: PIPN <GO>
|
Status:
|
Unsecured,
unsubordinated obligations of the Issuer
|
CUSIP
Number:
|
00083GML5
ISIN
Code: US00083GML58
|
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.
|
Offering
Period:
|
May 9, 2008 up to and including
May 27, 2008
|
Proposed Pricing
Date:
|
May 27, 2008, subject to certain
adjustments as described in the preliminary pricing supplement for the
Securities.
|
Proposed Settlement
Date:
|
May 30,
2008
|
Determination
Date:
|
May 25, 2011, subject to certain
adjustments as described in the related pricing
supplement
|
Maturity
Date:
|
May 31, 2011 (3
Years)
|
ABN
AMRO has filed a registration statement (including a Prospectus and Prospectus
Supplement) with the SEC for the offerings 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
and the related Pricing Supplement for more complete information about ABN AMRO
and the offerings 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.
“WisdomTree”.
“WisdomTree Investments” “WisdomTree India Earnings Fund” are service marks of
WisdomTree Investments, Inc.
WisdomTree India Earnings
FundSM, which we refer to as the Underlying
Fund, is not an affiliate of ours and is not involved with this offering in any
way. The obligations represented by the Securities are our obligations, not
those of the Underlying Fund. Investing in the Securities is not equivalent to
investing in the Underlying Fund.
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 6 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
senior notes 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 linked to the value of the WisdomTree India Earnings Fund, which
we refer to as the Underlying Fund. The Securities are medium term notes of ABN
AMRO Bank N.V. and have a maturity of 3 Years. Unlike ordinary debt securities,
the Securities do not pay interest. The payment at maturity of the Securities is
determined based on the performance of the Underlying Fund, subject to a cap and
the occurrence of a Knock-Out event, as described below. The Securities only offer partial
principal protection up to the 20% buffer level. Accordingly, your principal is
at risk and there can be no assurance that you will not lose a significant
portion of your investment.
What
will I receive at maturity of the Securities?
At maturity you will
receive, for each $1,000 principal amount of Securities, a cash payment
calculated as follows:
(1)
If the fund return is positive and a Knock-Out Event has not occurred, $1,000
plus the out-performance amount; or
(2)
If the fund return is positive and a Knock-Out Event has occurred, $1,000 only;
or
(3)
If the fund return is zero or negative to and including 20%, $1,000 only;
or
(4)
If the fund return is negative and less than -20%, $1,000 plus ((fund return) +
20%) x 1,000), which will represent a loss of principal.
A “Knock-Out Event”
will be deemed to have occurred if the market price of the Underlying Fund has
risen above the Knock-Out Level at any time during the regular business hours of
the primary U.S. exchange or market for the Underlying Fund on any trading day
during the Relevant Period.
The “Knock-Out
Level” is equal to 180% of the closing price of the Underlying Fund on the
pricing date.
Accordingly,
if the fund return is less than -20%, at maturity you will receive less than the
principal amount of $1,000 per Security and you could lose up to 80% of your
initial principal investment. Even if the fund return is positive,
you will never receive a payment at maturity greater than $2,840.00 due to the
application of the maximum amount. Further, where the fund return is positive,
if the market price of the Underlying Fund has risen above the Knock-Out Level
at any time during the regular business hours of the primary U.S exchange or
market for the Underlying Fund on any trading day during the Relevant Period,
which we refer to as a Knock-Out Event, then you will be entitled to receive
only the principal
amount of $1,000 per Security at maturity. Accordingly, you may receive a zero
percent return on your investment if the Underlying Fund significantly
appreciates at any time during the life of the Securities. There can be no
assurance that you will not lose a significant portion of your
investment.
How
is the fund return calculated?
The Fund Return is
the percentage change in the value of the Underlying Fund, over the term of the
Securities, calculated as:
Final Price - Initial
Price
Initial
Price
where
•
|
the initial
price is the closing price of the Underlying Fund on the pricing date;
and
|
•
|
the final
price is the closing price of the Underlying Fund on the determination
date.
|
What
is the Out-Performance Amount?
The out-performance
amount is calculated and paid only if the Fund Return is positive and no
Knock-Out Event has occurred. The out-performance amount is an amount in cash
equal to the lesser of: (a) the product of the participation rate times the fund
return times $1,000 and (b) the maximum amount.
The maximum amount
is $1,840.00 per $1,000 principal amount of Securities.
The participation
rate is 2.30 (or 230%).
Will
I receive interest payments on the Securities?
No. You will not
receive any interest payments on the Securities.
Will
I get my principal back at maturity?
You are not
guaranteed to receive a return of your principal at maturity. If the fund return
is less than -20% over the term of the Securities, you will lose some of your
initial principal investment and you could lose as much as 80% of your initial
principal investment. Subject to the credit of ABN AMRO Bank N.V. as
the issuer of the Securities and ABN AMRO Holding N.V. as the guarantor of the
issuer’s obligations under the Securities, you will receive at maturity any cash
payment to which you are entitled, under the terms of the Securities. However, if you sell the Securities
prior to maturity, you will receive the market price for the Securities, which
could be zero. There may be little or no secondary market for
the Securities. Accordingly, you should be willing to hold your
securities until maturity.
Do
I benefit from any appreciation in the Underlying Fund over the life of the
Securities?
Yes, but only in the
event that (1) market price of the Underlying Fund never rises above the
Knock-Out Level at any time during the regular business hours of the primary U.S
exchange or market for the Underlying Fund on any trading day during the
Relevant Period, and (2) the final price is greater than the initial price,
resulting in a positive fund return. If both of these conditions are met, at
maturity, you will receive in cash the out-performance amount in addition to the
principal amount of the Securities and as such, you will benefit from the
appreciation in the Underlying fund. The out-performance amount will represent a
return on the Securities equal to the product of the percentage change in the
value of the Underlying Fund, or the fund return, and the participation rate,
subject to a maximum return of $1,840.
Is
there a limit on how much I can earn over the term of the
Securities?
Yes. If the
Securities are held to maturity and the Underlying Fund appreciates without ever
breaching the Knock-Out Level, the total amount payable at maturity per Security
is capped at $2,840.00. This is because the maximum amount is set at
$1,840 per $1,000 principal amount of Securities.
Why
are the Securities called “20% Buffer Knock-Out” Securities?
The Securities have
certain features that make them what we refer to as “Buffer Securities.” This
means that the Securities provide a limited protection against a negative fund
return of up to and including -20%. Accordingly, a negative fund return equal to
0% or as low as and including -20% will entitle you to receive your entire
principal amount at maturity. However, if the Fund Return is less than -20%, you
could lose up to 80% of your initial investment.
The Securities also
have certain features that make them what we refer to as “Knock-Out Securities.”
This means that if the market price of the Underlying Fund rises above 180% of
the closing price of the Underlying Fund on the pricing date at any time during
the regular business hours of the primary U.S. exchange or market for the
Underlying Fund on any trading day during the Relevant Period, which we call a
Knock-Out Event, then you will be entitled to receive only the principal amount
of each Security at maturity and you will not benefit from any appreciation in
the value of the Underlying Fund. On the other hand, if a Knock-Out Event never
occurs, then you will be entitled to receive the principal amount of each
Security plus the out-performance amount, representing a positive return on your
investment.
Can
you give me examples of the payment I will receive at maturity depending on the
performance of the Underlying Fund?
Example 1: If, for example, in
a hypothetical offering, the initial price of the underlying fund is $25.00, the
final price is $45.00 and assuming that a Knock-Out Event never occurs, then the
fund return will be calculated as follows:
Final Price - Initial
Price
Initial
Price
or:
$45 – $25
= 80.00%
$25
In this hypothetical
example, the fund return is 80.00% and positive. Since no Knock-Out
Event occurred, the payment at maturity will be calculated as
follows:
$1,000 + the lesser
of (a) the product of the participation rate x the fund return x $1,000 and (b)
the maximum amount,
or
$1,000 + the lesser
of: (a) (2.30 x (80.00% x $1,000)) = $1,840 and (b) $1,840.00 =
$2,840.
As a result, for
each $1,000 principal amount of Securities you would receive at maturity the
principal amount of $1,000 plus $1,840.00, for a total payment of $2,840.00 per
Security. In this case, the fund return was 80.00% but, due to the method of
calculating the participation rate, you would have received a return on your
initial principal investment of 184.00%.
Example 2: In this example we
assume the same facts as in Example 1 above, except that in this hypothetical
offering a Knock-Out Event has occurred. In other words, as in Example 1,
the Fund Return was positive, but here the market price of the Underlying Fund
was at 181% of the Initial Price, or just above the Knock-Out Level, at a point
in time during the regular business hours of the relevant exchange on any
trading day during the relevant period. Under these circumstances, despite the
appreciation of the Underlying Fund, you would receive at maturity only the
principal amount of $1,000.
In this example,
even though the Underlying Fund appreciated by 80% over the term of the
Securities, because the market price of the Underlying Fund traded above the
Knock-Out Level, you would not have received any return on your initial
principal investment and you would not be compensated for any loss in value due
to inflation and other factors relating to the value of money over
time. This would be true even if this was the only instance where the
market price was above the Knock-Out Level during the relevant period. This
example illustrates that a holder of the Securities may receive no return on the
Securities even if the Underlying Fund experiences significant appreciation in
its value over the life of the Securities.
Example 3: If, for example, in
a hypothetical offering, the initial price of the underlying fund is $25.00 and
the final price is $21.25, then the fund return will be calculated as
follows:
Final Price - Initial
Price
Initial
Price
or:
$21.25 – $25 = -
15.00%
$25
Even though the fund
return is negative (-15%), because it is greater than -20% you would receive the
entire principal amount of $1,000 per Security at maturity. This is due to the
“20% buffer” feature, which offers you partial principal protection up to
20%. A decrease in the Fund Return of 20% or less will not result in
the loss of principal by holders of the Securities.
Example 4: If, for example, in
a hypothetical offering, the initial price of the underlying fund is $25.00 and
the final price is $12.50, then the fund return will be calculated as
follows:
Final Price - Initial
Price
Initial
Price
or:
$12.50 – $25 = -
50.00%
$25
In this hypothetical
example, the fund return is negative (-50.00%), and because the decrease in the
fund return exceeds the 20% buffer, it will result in the loss of principal by
holders of the Securities. Accordingly, the
payment at maturity will be calculated as follows:
$1,000 plus
((Fund Return + 20%) x $1,000), or
$1,000 +
(-50.00% + 20%) x $1,000 = $700.00
In this example the
fund return was -50.00%, yet due to the application of the buffer feature, you
would have lost only 30.00% of your initial investment. You should bear in mind that,
depending on the extent of the decrease in the Fund Return, you may lose up to
80% of your initial principal investment.
These
examples are for illustrative purposes only. It is not possible to predict the
final price of the Underlying Fund on the determination date. The
initial value is subject to adjustment as set forth in “Description of
Securities
–Adjustment Events; –Discontinuance of the Underlying Fund; Alteration of Method
of Calculation” in the related Pricing Supplement.
What
is the Underlying Fund?
WisdomTree India
Earnings FundSM, which
we refer to as the Underlying Fund, is an exchange traded fund of WisdomTree
TrustSM, which
is a registered investment company that consists of numerous separate investment
portfolios. The Underlying Fund seeks to provide investment results
that correspond generally to the price and yield performance, before fees and
expenses, of publicly traded securities in emerging markets, as measured by the
WisdomTree India Earnings IndexSM. The
WisdomTree India Earnings Index measures the performance of profitable companies
incorporated and traded in India that are eligible to be purchased by foreign
investors and that meet specific criteria developed by WisdomTree Investments,
Inc.
Shares of the
Underlying Fund are traded on the NYSE the symbol “EPI”.
You should read
“Description of the Underlying Fund” and “Public Information Regarding the
Underlying Fund” in the accompanying Pricing Supplement for additional
information regarding the Underlying Fund and the WisdomTree India Earnings
Index and to learn how to obtain public information regarding the Underlying
Fund and other important information.
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
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 you 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 your 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
Bank N.V.’s parent. As a result, you assume the credit risk of ABN
AMRO Bank N.V. and that of ABN AMRO Holding N.V. in the event that ABN AMRO Bank
N.V. defaults on its obligations under the Securities. Any obligations or
Securities sold, offered, or recommended are not deposits of 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.
Market
Risk; Possible Loss of Principal
The Securities are only partially
principal protected. The rate of return, if any, will depend on the
performance of the Underlying Fund. If the fund return is between
zero to and including -20%, you will be entitled to receive only the principal
amount of $1,000 per Security at maturity. In such a case, you will
receive no return on your investment and you will not be compensated for any
loss in value due to inflation and other factors relating to the value of money
over time. If the
fund return is negative and less than -20% you will suffer a loss and you could
lose of up to 80% of your initial principal investment. Even if the fund return
is positive, you will never receive a payment at maturity greater than $2,840.00
per $1.000 of Securities due to the method by which the out-performance amount
is calculated. Further, even if the fund return is positive, but if the market
price of the Underlying Fund has risen above the Knock-Out Level at any time
during the regular business hours of the primary U.S exchange or market for the
Underlying Fund on any trading day during the Relevant Period, you will be
entitled to receive only the principal amount of $1,000 per Security at
maturity. Accordingly, you may receive a zero percent return on your
investment if the Underlying Fund significantly appreciates at any time during
the life of the Securities. There can be no assurance that you
will not lose a significant portion of your investment.
Liquidity
Risk
ABN AMRO Bank N.V.
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.
If you sell your
Securities in the secondary market, if any, prior to maturity, you will receive
the market price for the Securities, which may or may not include the return of
$1,000 for each $1,000 of principal amount of Securities, and which could be
zero.
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.
Investment in the Securities is Not the
Same as a Direct Investment in WisdomTree India Earnings Fund or the Stocks that Comprise the
WisdomTree India Earnings Index
An investment in the
Securities is not the same as a direct investment in the Underlying Fund or the
stocks (or any other securities) that comprise the WisdomTree India Earnings
Index. The return on your Securities could be less than if you had invested
directly in the Underlying Fund or a product that tracks the return of the
WisdomTree India Earnings Index because of the Knock-Out feature and the method
by which the out-performance amount is calculated. In addition, your return may
be limited because the return on the Securities does not account for the return
associated with the reinvestment of dividends that you would have received if
you had invested directly in the stocks (or any other securities) comprising the
Underlying Fund or in the Underlying Fund directly. You will not receive any
payment of dividends on any of the stocks (or any other securities) comprising
the Underlying Fund or any dividends paid by the Underlying Fund.
Tax
Risk
Pursuant to the
terms of the Securities, we and every holder of a Security agree (in the absence
of an administrative determination or judicial ruling to the contrary) to
characterize each Security for all U.S. tax purposes as a single financial
contract with respect to the Underlying Fund.
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. In particular, 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.
The notice focuses
in particular on whether to require holders of instruments such as the
Securities to accrue constructive income over the term of their investment in
the Securities. It also asks for comments on a number of related topics,
including how the IRS characterizes income or loss with respect to these
instruments; the relevance to such characterization of factors such as the
exchange-traded status of the instrument and the nature of the underlying
property to which the instrument is linked; and whether these instruments are or
should be subject to the “constructive ownership” regime, which very generally
can operate to recharacterize certain long-term capital gains as ordinary income
that is subject to an interest charge.
While the notice
requests comments on appropriate transition rules and effective dates, Treasury
regulations or other forms of guidance, if any, issued after consideration of
these issues could materially and adversely affect the tax consequences of
ownership and disposition of the Securities, possibly on a retroactive
basis.
Investors should
consult their own tax advisor regarding the notice and its potential
implications for an investment in the Securities.
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 Securities, and it cannot be used
by any investor for the purpose of avoiding penalties that may be asserted by
the investor under the Internal Revenue Code. Investors should seek their own
advice based on their particular circumstances from an independent tax
advisor.
6