Filed
pursuant to Rule 433
December
8,
2008
Relating
to Preliminary Pricing Supplement Nos.
811 to
Registration
Statement Nos.
333-137691,
333-137691-02
Dated
September 29, 2006
|
ABN AMRO Bank N.V. Reverse
Exchangeable Securities
S-NOTESSM
|
Preliminary Pricing Sheet – December 8, 2008
|
THREE OFFERINGS OF KNOCK-IN REXSM
SECURITIES
DUE JUNE 24,
2009
|
OFFERING
PERIOD: DECEMBER 8, 2008 – DECEMBER 19,
2008
|
|
SUMMARY
INFORMATION
|
|
|
Issuer:
|
ABN AMRO Bank N.V. (Senior Long Term Debt
Rating: Moody’s Aa2, S&P AA-)**
|
|
Lead Agent:
|
ABN AMRO
Incorporated
|
|
Offerings:
|
This prospectus relates to three
separate offerings of securities (“the Securities”). Each Security offered is linked to
one, and only one, Underlying Stock. The Underlying Stocks are set
forth in the table below. You may participate in any of the
three Securities
offerings or,
at your
election,
in two or more of the
offerings.
This prospectus does
not, however, allow you to purchase a Security
linked to a basket of some or all of the Underlying Stocks described
below. Each Security has a term of six
months.
|
|
Interest Payment Dates:
|
Interest on the Securities is
payable monthly in arrears on the 24th day of each month starting on
January 24, 2009 and ending on the Maturity
Date.
|
|
Underlying
Stock
|
Ticker
|
Coupon Rate Per Annum*
|
Interest
Rate
|
Put
Premium
|
Knock-in
Level
|
CUSIP
|
ISIN
|
|
Barrick Gold
Corporation
|
ABX
|
23.25%
|
2.50%
|
20.75%
|
50%
|
00083G2E3
|
US00083G2E30
|
|
General Electric
Company
|
GE
|
19.75%
|
2.50%
|
17.25%
|
50%
|
00083G2F0
|
US00083G2F05
|
|
Apple Inc.
|
AAPL
|
18.00%
|
2.50%
|
15.50%
|
50%
|
00083G2G8
|
US00083G2G87
|
|
|
*The Securities have a term of six
months, so you will receive a pro rata
amount of this per annum rate based on such six-month period.
|
|
Denomination/Principal:
|
$1,000
|
|
Issue Price:
|
100%
|
|
Payment at Maturity:
|
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.
If due to events
beyond our reasonable
control, as determined by us in our sole
discretion,
shares of the
applicable Underlying Stock are not available for delivery at maturity we
may pay you,
in lieu of the
applicable Stock Redemption Amount, the cash value of the applicable
Stock Redemption
Amount, determined by multiplying the
applicable Stock Redemption Amount by the Closing Price of the applicable
Underlying Stock on the Determination Date.
|
|
Initial Price:
|
100% of the Closing Price of the
applicable Underlying Stock on the Pricing Date.
|
|
Stock Redemption
Amount:
|
For each $1,000 principal amount of
Security,
a number of shares of
the applicable Underlying Stock linked to such Security equal to
$1,000 divided by the applicable Initial
Price.
|
|
Knock-In Level:
|
A percentage of the applicable
Initial Price as set forth in the table above.
|
|
Indicative Secondary
Pricing:
|
•
Internet at: www.s-notes.com
• Bloomberg at: REXS2 <GO>
|
|
Status:
|
Unsecured, unsubordinated obligations of the
Issuer
|
|
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
|
|
Proposed Pricing Date:
|
December 19, 2008, subject to certain adjustments as
described in the related pricing supplement
|
|
Proposed Settlement
Date:
|
December 24, 2008
|
|
Determination Date:
|
June 19, 2009, subject to certain adjustments as
described in the related pricing supplement
|
|
Maturity Date:
|
June 24, 2009 (Six Months)
|
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
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.
**A
credit rating (1) is subject to revision, suspension or withdrawal at any time
by the assigning rating organization, (2) does not take into account
market risk or the performance related risks of investing in the Securities, and
(3) is not a recommendation to buy, sell or hold the Securities.
This
prospectus relates to three separate offerings of Securities. Each Security
offered is linked to one, and only one, of the Underlying Stocks described on
the cover page. The purchaser of any offering will acquire a Security linked to
a single Underlying Stock, not to a basket or index of some or all of the
Underlying Stocks. You may participate in any of the three offerings or, at your
election, in several or all offerings.
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?
The
payment at maturity of each Security will depend on (i) whether or not the
closing price of the Underlying Stock to which such Security is linked fell
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"), and if so, (ii) the closing price of the applicable Underlying Stock
on the determination date. To determine closing prices, we look at the prices
quoted by the relevant exchange.
|
|
•
|
If
the closing price of the applicable Underlying Stock 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.
|
|
|
•
|
If
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, we will
either:
|
|
|
•
|
deliver
to you the applicable stock redemption amount, in exchange for each
Security, in the event that the closing price of the applicable Underlying
Stock is below the applicable initial price on the determination date;
or
|
|
|
•
|
pay
you the principal amount of each Security in cash, in the event that the
closing price of the applicable Underlying Stock is at or above the
applicable initial price on the determination
date.
|
If
due to events beyond our reasonable control, as determined by us in our sole
discretion, shares of the applicable Underlying Stock are not available for
delivery
at maturity we may pay you, in lieu of the applicable Stock Redemption Amount,
the cash value of the applicable Stock Redemption Amount, determined by
multiplying the applicable Stock Redemption Amount by the Closing Price of the
applicable Underlying Stock 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 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.
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. If the securities had a term less than one year, you would have
received a pro-rata percentage of this interest rate. 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 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’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 they 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.
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.