Filed
pursuant to Rule 433
August
13, 2008
Relating
to Preliminary Pricing Supplement No. 741 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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Preliminary Pricing Sheet
– August 13,
2008
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7.25% (PER ANNUM), ”THE
SPDR
TRUST
SERIES
1” SIX MONTH KNOCK-IN REXSM SECURITIES
DUE FEBRUARY
25,
2009
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OFFERING
PERIOD: AUGUST 13, 2008 – AUGUST 20,
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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7.25% (Per Annum), Six Month
Reverse Exchangeable Securities due February 25, 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 25th day of each month starting on
September 25, 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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7.25%
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3.00%
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4.25%
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80%
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00083GF25
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US00083GF259
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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.
If due to events beyond our
reasonable control, as determined by us in our sole discretion, shares of
the Underlying Fund are not available for delivery at maturity we may pay
you, in lieu of the Redemption Amount, the cash value
of the Redemption Amount, determined by multiplying the Redemption Amount
by the Closing Price of the Underlying Fund on the Determination
Date.
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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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Proposed Pricing
Date:
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August 20, 2008 subject to certain
adjustments as described in the related pricing
supplement
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Proposed Settlement
Date:
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August 25,
2008
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Determination
Date:
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February 20, 2009 subject to
certain adjustments as described in the related pricing
supplement
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Maturity
Date:
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February 25, 2009 (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=getcompany>.
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?
The payment at
maturity of each Security will depend on (i) whether or not the closing price of
the Underlying Fund to which such Security is linked fell below the knock-in
level on any trading day during the Knock-in Period, and if so, (ii) the closing
price of the applicable Underlying Fund on the determination date. To
determine closing prices, we look at the prices quoted by the relevant
exchange.
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If the closing
price of the applicable Underlying Fund on the relevant exchange has not
fallen below the applicable knock-in level on any trading day during the
Knock-in Period, we will pay you the principal amount of each Security in
cash.
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•
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If the closing
price of the applicable Underlying Fund on the relevant exchange has
fallen below the applicable knock-in level on any trading day during the
Knock-in Period, we will either:
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•
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deliver to you
the applicable redemption amount, in exchange for each Security, in the
event that the closing price of the applicable Underlying Fund 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 each Security in cash, in the event that the closing
price of the applicable Underlying Fund is at or above the applicable
initial price on the determination
date.
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If due to events
beyond our reasonable control, as determined by us in our sole discretion,
shares of the Underlying Fund are not available for delivery at maturity we may
pay you, in lieu of the Redemption Amount, the cash value of the Redemption
Amount, determined by multiplying the Redemption Amount by the Closing Price of
the Underlying Fund 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.
5