Unassociated Document
Filed pursuant to Rule
433
March 11, 2008
Relating to Preliminary Pricing Supplement No. 562 to
Registration Statement Nos. 333-137691,
333-137691-02
Dated September 29,
2006
ABN AMRO Bank N.V. Reverse
Exchangeable Securities
S-NOTESSM
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Pricing Sheet – March 11,
2008
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18.25%
(ANNUALIZED) SIX MONTH TELLABS, INC. KNOCK-IN
REXSM
SECURITIES DUE SEPTEMBER 12, 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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18.25% (Per Annum), Six Month Reverse
Exchangeable Securities due September 12, 2008 linked to the Underlying
Stock 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 14th day of each month starting on
April 14, 2008 and ending on the Maturity Date.
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Underlying
Stock
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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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Tellabs,
Inc.
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TLAB
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18.25%
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2.64%
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15.61%
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65%
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00083GHW7
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US00083GHW78
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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 Size:
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USD
2,000,000
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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 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 Underlying Stock
are not available for delivery at maturity we may pay you, in lieu of the
Stock Redemption Amount, the cash value of the Stock Redemption
Amount, determined by multiplying the
Stock Redemption Amount by the Closing Price of the Underlying Stock on
the Determination Date.
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Initial
Price:
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USD 5.77 (100% of the Closing
Price per Underlying Share on the Trade Date)
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Stock Redemption
Amount:
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173.310 shares of the Underlying
Stock per $1,000 principal amount of Securities (Denomination divided by
the Initial Price)
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Knock-In
Level:
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USD 3.75 (65% of the Initial
Price)
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Indicative Secondary
Pricing:
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• Internet at: www.s-notes.com
• Bloomberg at: REXS2 <GO>
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Status:
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Unsecured, unsubordinated
obligations of the Issuer
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Trustee:
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Wilmington Trust
Company
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Securities
Administrator:
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Citibank,
N.A.
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Settlement:
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DTC, Book Entry,
Transferable
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Selling
Restrictions:
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Sales in the European Union must comply with
the Prospectus Directive
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Pricing
Date
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March 11,
2008, subject to certain adjustments as described in the related pricing
supplement
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Settlement
Date:
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March 14, 2008
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Determination
Date:
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September 9, 2008, subject to
certain adjustments
as described in the related pricing supplement
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Maturity
Date:
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September 12, 2008 (Six
Months)
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ABN
AMRO has filed a registration statement (including a Prospectus and Prospectus
Supplement) with the SEC for the offering to which this communication relates.
Before you invest, you should read the Prospectus and Prospectus Supplement in
that registration statement and other documents ABN AMRO has filed with the SEC
for more complete information about ABN AMRO and the offering of the
Securities.
You
may get these documents for free by visiting EDGAR on the SEC website at
www.sec.gov or by visiting ABN AMRO Holding N.V. on the SEC website at <http://www.sec.gov/cgi-bin/browse-edgar?company=&CIK=abn&filenum=&State=&SIC=&owner=include&action=get
company>.
Alternatively, ABN AMRO, any underwriter or any dealer participating in the
offering will arrange to send you the Prospectus and Prospectus Supplement if
you request it by calling toll free (888) 644-2048.
These Securities may not be offered or
sold (i) to any person/entity listed on sanctions lists of the European Union,
United States or any other applicable local competent authority; (ii) within the
territory of Cuba, Sudan, Iran and Myanmar; (iii) to residents in Cuba, Sudan,
Iran or Myanmar; or (iv) to Cuban Nationals, wherever located.
SUMMARY
This
prospectus relates to one offering of Securities. The purchaser of any offering
will acquire a Security linked to a single Underlying Stock.
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 during 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.
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•
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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.
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|
•
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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:
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|
•
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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
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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 Stock 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 Stock are not available for delivery at maturity we may
pay you, in lieu of the Stock Redemption Amount, the cash value of the Stock
Redemption Amount, determined by multiplying the Stock Redemption Amount by the
Closing Price of the 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.
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 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. 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 you 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 you 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. You should seek your 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.