Filed
pursuant to Rule 433
July
2,
2008
Relating
to Preliminary Pricing Supplement No.690 to
Registration
Statement Nos.
333-137691,
333-137691-02
Dated
September 29,
2006
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ABN AMRO Bank N.V.
S-NOTESSM
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Pricing Sheet – July 2, 2008
6.50% (ANNUALIZED) SIX
MONTH
NIKKEI-225
STOCK
AVERAGE
KNOCK-IN
SECURITIES
DUE
JANUARY
8, 2009
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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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6.50% (Per Annum), Six Month Securities due January
8, 2009 linked to the Underlying Index
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 8th day of each month starting on
August 8, 2008 and ending on the Maturity
Date
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Underlying
Index
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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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Nikkei-225 Stock
Average
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NKY
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6.50%
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3.03%
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3.47%
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80%
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00083GVU5
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US00083GVU56
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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 350,000
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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 Index linked to
such Security:
i)
If the closing
value of the Underlying Index 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 value of the
Underlying Index 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) In the event that the closing
value of the Underlying Index on the Determination Date is at or above the
Initial Value,
we will pay you the
principal amount of each Security in cash; or
b) In the event that the closing value of the Underlying
Index on the Determination Date is below the Initial Value, we will pay you an amount in cash
calculated as follows:
$1,000 x
Final Value
Initial Value
If the closing
value of the Underlying Index has fallen below its knock-in level on any
trading day from but not including the pricing date to and including the
determination date and the final value of the Underlying Index is less
than its initial value, you will lose
some or all of your initial principal investment.
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Initial Value:
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13,286.37 (100% of the value of the Underlying
Index at the time we priced the Securities on the Trade Date)
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Final Value:
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100% of the closing value of the
Underlying Index on the determination date.
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Knock-In Level:
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10,629.10 (80% of the Initial Value)
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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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July 2, 2008 subject to certain adjustments as
described in the related pricing
supplement
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Settlement
Date:
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July 8, 2008
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Determination
Date
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January 5, 2009 subject to certain
adjustments as described in the related pricing
supplement
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Maturity
Date:
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January 8, 2009 (Six Month)
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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 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.
The Nikkei 225 Stock
Average is compiled, calculated, maintained and announced by Nihon Keizai
Shimbun, Inc. (“NKS”). We refer to NKS as the Index
Sponsor. The Index Sponsor is not an affiliate of ours and is not
involved with this offering in any way. The obligations represented
by the Securities are our obligations, not those of the Index
Sponsor. Investing in the Securities is not equivalent to investing
directly in the Underlying Index or a product that tracks the performance of the
Underlying Index.
“Nikkei,” “Nikkei
Stock Average,” “Nikkei Average,” and “Nikkei 225” are the service marks of NKS.
The Nikkei 225 Stock Average is the intellectual property of NKS and NKS
reserves all the rights, including copyright, to the Nikkei 225 Stock
Average. These
trademarks and service marks have been licensed for use for certain purposes by
ABN AMRO Bank N.V. The Securities have not been passed on by
NKS. The Securities are not sponsored, endorsed, sold or promoted by
NKS and NKS makes no warranties or bears any liability with respect to the
Securities.
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 Index to which it is
linked, as described below.
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 value of
the Underlying Index 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 value of the Underlying Index on the determination
date. To determine closing values, we look at the values calculated
and published by the Index Sponsor.
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•
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If the closing
value of the Underlying Index has not fallen below the 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
value of the Underlying Index has fallen below the knock-in level on any
trading day during the Knock-in Period, we will
either:
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•
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in the event
that the closing value of the Underlying Index is at or above the initial
value on the determination date, pay you the principal amount of each
Security in cash; or
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•
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in the event
that the closing value of the Underlying Index is below the initial value
on the determination date, we will pay you an amount in cash equal
calculated as follows:
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$1,000 x
Final Value
Initial Value
If
the closing value of the Underlying Index has fallen below its knock-in level on
any trading day from but not including the pricing date to and including the
determination date and the final value of the Underlying Index is less than its
initial value, you will lose some or all of your initial principal
investment.
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 we are paying you a premium to assume the risk
that at maturity we may deliver cash to you in an amount less than the principal
amount of each Security depending on the performance of the Underlying Index. As
explained above under "What
will I receive at maturity of the Securities?" if the closing value of
the Underlying Index has fallen below the knock-in level on any trading day from
but not including the pricing date to and including the determination date and
the closing value of the Underlying Index on the determination date is below the
initial value, we will pay you an amount in cash which 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.
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 the amount, if any, you receive at maturity.
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 value
of the Underlying Index was 13,000 and the knock-in level for such offering was
80% then the knock-in level would be 10,400 per share or 80% of the initial
value.
If the closing value
of the Underlying Index had fallen below its knock-in level of 10,400 on any
trading day from but not including the pricing date to and including the
determination date, then payment at maturity would depend on the closing value
of the Underlying Index on the determination date. In this case, if the closing
value of the Underlying Index on the determination date is 11,600, which is
below the initial value, your payment at maturity would be calculated as
follows:
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$1000
x
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11,600 = $892.31
13,000
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Therefore your total
payment at maturity would be $892.31.
If, on the other
hand, the closing value on the determination date of the Underlying Index was
15,000, which is
above the initial value, you would receive payment at maturity of $1000 cash for
each $1,000 principal amount of the Securities regardless of the knock-in level
having been breeched. In addition, over the life of the Securities you would
have received interest payments at the rate of 10% per annum.
Alternatively, if
the closing value of the Underlying Index never falls below its knock-in level
on any trading day from but not including the pricing date to and including the
determination date, at maturity you would receive $1,000 in cash for each $1,000
principal amount of the Securities you hold regardless of the closing value of
the Underlying Index on the determination date. In addition, over the life of
the Securities you would have received interest payments of 10% per
annum.
These
examples are for illustrative purposes only. For each offering we
will set the initial value and knock-in level (subject to adjustment for
certain events affecting the Underlying Index) on the date we price
the Securities, which we refer to as the pricing date. It is not
possible, however, to predict the closing value of the Underlying Index on the
determination date or at any time during the life of the
Securities.
Do
I benefit from any appreciation in the Underlying Index 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
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’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 defaults on
its obligations under the
Securities. Any obligations or Securities
sold, offered, or recommended are not deposits of ABN
AMRO Bank N.V. and are not endorsed or guaranteed by
any bank or thrift,
nor are they insured by the
FDIC or any governmental agency.
Principal Risk
The Securities are not ordinary debt
securities: they are not principal
protected. In addition, if the closing value of the Underlying
Index falls below the applicable Knock-In Level on any trading day during the
Knock-In Period, you will be exposed to any decline in the value
of the Underlying Index below the closing value of such Underlying Index on the
date the Securities were priced. Accordingly, you may lose some or
all of your 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 you earn during the term of the
Securities. This means that you will not benefit
from any appreciation in
the value of the Underlying Index, nor will you receive dividends paid on
the stocks comprising the Underlying Index, if any. Accordingly, you will never receive at maturity an
amount greater than a predetermined amount per Security, regardless of how much the value of the Underlying
Index 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 a product that
tracks the return of the Underlying Index 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 value of 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
Knock-in Securities, we and every investor agree to
characterize the Securities as consisting of a cash-settled knock-in 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 will be
subject to the federal income tax rules governing short-term debt instruments, 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., a cash payment of less than the principal
amount of the Securities is made to the investor at maturity), the investor will
recognize short-term capital gain or loss in respect of the Put Option in an
amount equal to the difference between (1) the sun of the Put Premium paid to
the investor and the cash payment made to the investor at maturity and (2) the
principal amount of the Security.
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 Securities, and it cannot be used by any person for
the purpose of avoiding penalties that may be asserted under the Internal Revenue Code. Taxpayers should seek their own advice
based on their particular circumstances from an independent tax
advisor.
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.