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Filed
pursuant to Rule 433
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April
6, 2009
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Relating
to Preliminary Pricing Supplement No. 854 to
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Registration
Statement Nos. 333-137691, 333-137691-02
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Dated
September 29, 2006
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ABN AMRO Bank N.V.
Buffer
Notes
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Preliminary
Pricing Sheet –
April 6, 2009
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18 MONTH,
DIGITAL
BUFFER
SECURITIES
DUE OCTOBER
29, 2010
LINKED
TO THE PERFORMANCE OF THE S&P 500 INDEX®
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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
A+)**
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Lead
Selling Agent:
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ABN AMRO
Incorporated
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Offering:
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18 Month,
Digital Buffer Securities linked to the performance of the S&P 500
Index due October 29, 2010 (the “Securities”)
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Underlying
Index:
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The S&P
500 Index®
(Ticker: SPX)
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Coupon:
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None. The
Securities do not pay interest.
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Denominations:
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$1,000
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Issue
Size:
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TBD
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Issue
Price:
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100%
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Payment
at Maturity:
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At maturity,
you will receive for each $1,000 principal amount of Securities a cash
amount calculated as follows:
(1)
if the index
return is positive, $1,000 plus the Digital Return;
(2)
if the index
return is equal to or less than 0% up to and including -20%, $1,000;
and
(3)
if the index
return is less than -20%, $1,000 plus [(index return + 20%) x
$1,000].
If
the index return is less than -20% you could lose up to 80% of your
initial principal investment. In addition, if the
index return is positive, you will never receive a payment at maturity
greater than the Maximum Redemption at
Maturity of $1,170.
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Index
Return:
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The index
return is the percentage change in the value of the Underlying Index,
calculated as follows:
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Final Index Value -
Initial Index Value
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Initial Index
Value
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Initial
Index Value:
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100% of the
closing value of the Underlying Index on the Pricing Date, subject to
certain adjustments as described in the preliminary
pricing supplement for the Securities.
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Final
Index Value:
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The closing
value of the Underlying Index on the determination
date.
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Buffer
Level:
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20% buffer.
An index return equal to or less than 0% up to and including -20% will not
result in the loss of any principal. An index return of less than -20%
will result in a loss of principal which could be up to 80% of your
initial principal investment.
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Digital
Return:
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$170 (or
17.00%) per $1,000 principal amount of Securities.
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Maximum
Redemption at Maturity:
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$1,170 per
$1,000 principal amount of Securities. Regardless of how much the
Underlying Index may appreciate above the Initial
Index Value you will never receive more than $1,170 per $1,000 principal
amount of Securities, at maturity.
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Indicative
Secondary Pricing:
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● Internet
at: www.s-notes.com
● Bloomberg
at: PIPN <GO>
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Status:
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Unsecured,
unsubordinated obligations of the Issuer
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CUSIP
Number:
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00083G7E8
ISIN Code:
US00083G7E84
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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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April 28,
2009, subject to certain adjustments as described in the preliminary
pricing supplement for the Securities.
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Settlement
Date:
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April 30,
2009
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Determination
Date:
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October 26,
2010, subject to certain adjustments as described in the preliminary
pricing supplement for the Securities
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Maturity
Date:
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October 29,
2010 (18 Months)
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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 (866) 747 4332. The pricing
supplement is also found at "http://www.us.abnamromarkets.com/pdf/documents/current_offerings/Apr0918MoPPS.pdf"
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
reserve the right to withdraw, cancel or modify any offering and to reject
orders in whole or in part.
**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.
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
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 performance of the S&P 500 Index which we refer to as the
Underlying Index. The Securities have a maturity of 18 Months. The
payment at maturity of the Securities is determined based on the performance of
the Underlying Index, subject to a maximum amount, as described
below. Unlike
ordinary debt securities, the Securities do not pay interest. If the index
return is equal to or less than 0% up 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
index return is less than -20% you will suffer a loss and you could lose up to
80% of your initial principal investment. If the index return is positive you
will receive the maximum redemption at maturity per security of $1,170.00 which
represents a return of 17.00% . If the index return is positive, your
return on the Securities will be equal to the digital return of 17.00%
regardless of how much or how little the value of the Underlying Index may
appreciate above the initial index value.
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 index
return is positive, $1000 plus the digital return; or
(2) If the index
return is equal to or less than 0% up to and including -20%, $1,000;
or
(3) If the index
return is less than -20%, then $1,000 plus [(index return + 20%) x
1,000].
Accordingly,
if the index 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. If the index return is positive, you will never
receive a payment at maturity greater than the maximum redemption at maturity of
$1,170.00 per $1,000 principal amount of Securities.
What
is the index return, the digital return and the maximum redemption at maturity
and how are they calculated?
The index return is
the percentage change in the index value, over the term of the Securities,
calculated as:
Final Index Level - Initial
Index Level
Initial Index
Level
where,
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the initial
index level is the closing value of the Underlying Index on the pricing
date; and
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the final
index value is the closing value of the Underlying Index on the
determination date.
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The digital return
is $170 (or 17.00%) per $1,000 principal amount of Securities.
The maximum
redemption at maturity is $1,170.00 per $1,000 principal amount of Securities
which is equivalent to a return of 17.00% on your initial principal
investment. The digital return is fixed so that regardless of how
much or how little the index return may appreciate above the initial index
value, you will never receive more than $1,170.00 per $1,000 principal amount of
Securities at maturity.
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?
The Securities are
not fully principal protected. 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 at least
$200 per $1,000 principal amount of Securities, regardless of the closing value
of the Underlying Index on the Determination Date. If the index return is less
than -20% over the term of the Securities, you will lose some or all of your
initial principal investment and you could lose as much as 80% of your initial
principal investment.
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.
Can
you give me examples of the payment I will receive at maturity depending on the
performance of the Underlying Index?
Example 1: If, for example, in
a hypothetical offering, the initial index value is 840, the final index value
is 1,000 and the digital return is $170.00, then the index return would be
calculated as follows:
Final Index Value - Initial
Index Value
Initial Index
Value
or
In
this hypothetical example, the index return is positive. Therefore, the
payment at maturity will be $1000 plus the
digital return of
$170.00 or a total payment of $1,170 per $1,000 principal amount of Securities.
In this
hypothetical example, the index return was 19.05% but you would have received a
return of 17.00% over the term of the Securities.
Example 2: If, for example, in
a hypothetical offering, the initial index value is 840, the final index value
is 850 and the digital return is $170.00, then the index return would be
calculated as follows:
Final Index Value - Initial
Index Value
Initial Index
Value
or
In
this hypothetical example, the index return is positive. Therefore, the payment
at maturity will be $1000 plus the digital return of $170.00 or a total payment
of $1,170 per $1,000 principal amount of Securities.
In
this hypothetical example, the index return was 1.19% but you would have
received a return of 17.00% over the term of the Securities. If the index return
is positive, you will receive the digital return regardless of how much or how
little the index return appreciates over the initial index value.
Example 3: If, for example, in
a hypothetical offering, the initial index value is 840 and the final index
value is 714, then the index return would be calculated as follows:
Final Index Value - Initial
Index Value
Initial Index
Value
or
In
this hypothetical example, the index return is negative. Since the index return
is less than 0% but more than -20% you would receive, at maturity, the principal
amount of $1,000 per Security.
In
this hypothetical example, the index return was -15.00% and you would not have
lost any of your initial principal investment because the index return was
between 0% and -20%. In this hypothetical example 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.
Example 4: If, for example, in
a hypothetical offering, the initial index value is 840 and the final index
value is 500, then the index return would be calculated as follows:
Final Index Value - Initial
Index Value
Initial Index
Value
or
In
this hypothetical example, the index return is negative and is less than
-20%. Therefore, payment at maturity will be calculated
as:
$1,000 + [(index
return + 20%) x $1,000]
or
$1,000 + [(-40.48%
+ 20%) x $1,000] = $795.20
Therefore, in this
hypothetical example, you would receive at maturity a total payment of $795.20
for each $1,000 principal amount of Securities. In this hypothetical example,
the index return was -40.48% but you would have lost 20.48% of your initial
principal investment over the term of the Securities.
These
examples are for illustrative purposes only. It is not possible to
predict the final value of the Underlying Index on the determination date or at
any other time during the term of the Securities. The initial index value is
subject to adjustment as set forth in “Description of Securities “Adjustment
Events; “Discontinuance of the Underlying Index; Alteration of Method of
Calculation” in the related Pricing Supplement.
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 Index appreciates, the
total amount payable at maturity per Security is capped at
$1,170.00. This means that no matter how much the Underlying Index
may appreciate your return on the Securities will never exceed
17.00%.
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
or guaranteed by the FDIC or any governmental agency.
Market
Risk
The
Securities do not pay interest. The rate of return, if any, will depend on the
performance of the Underlying Index. If the Index Return of the Underlying Index
is zero or up 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 Index Return is less than -20% you will suffer a loss and you
could lose up to 80% of your initial principal investment. If the Index Return
is positive, you will never receive a payment at maturity greater than $1,170.00
regardless of how much the Underlying Index may appreciate above the initial
index value.
Principal
Risk
Return of principal on the Securities
is only guaranteed up to 20%, subject to our credit and the credit of Holding.
If the closing value of the Underlying Index on the determination date is less
than 20% below the initial value of the Underlying Index, the amount of cash
paid to you at maturity will be less than the principal amount of the Securities
and you could lose up to 80% of your initial principal investment.
Liquidity
Risk
The
Securities will not be listed 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 very limited or
non-existent. 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 value the Underlying Index, 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 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 Index.
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.
5