Filed
pursuant to Rule 433
February
20, 2008
Relating
to Preliminary Pricing Supplement No. 521 to
Registration
Statement Nos. 333-137691, 333-137691-02
Dated
September 29, 2006
|
ABN
AMRO Bank N.V. Reverse Exchangeable
Securities
|
Pricing
Sheet –
February 20,
2008
8.50%
(PER ANNUM),
ONE YEAR
MGM
Mirage
KNOCK-IN
REXSM
SECURITIES
DUE
FEBRUARY
25,
2009
|
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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8.50%
(Per Annum), One Year
Reverse Exchangeable Securities due February 25, 2009 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 25thday
of each month starting on
March 25, 2008 and
ending on the Maturity Date.
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Underlying
Stock
|
Ticker
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Coupon
Rate Per
annum
|
Interest
Rate
|
Put
Premium
|
Knock-in
Level
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CUSIP
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ISIN
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MGM
Mirage
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MGM
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8.50%
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2.78%
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5.72%
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55%
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00083GEF7
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US00083GEF72
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Denomination/Principal:
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$1,000
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Issue
Size:
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USD
750,000
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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 of each
Security is based on the performance of the applicable
Underlying
Stock:
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 such
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 falls 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 such Underlying Stock on the determination date is below
the
applicable initial price; or
b)
We
will pay
you the principal amount of such 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
64.59 (100% of the Closing
Price per Underlying Share on the Trade Date)
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Stock
Redemption
Amount:
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15.482
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
35.52 (55% 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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February
20, 2008 subject to
certain adjustments as described in the related pricing
supplement
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Proposed
Settlement
Date:
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February
25,
2008
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Determination
Date:
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February
20, 2009 subject to
certain adjustments as described in
the related pricing
supplement
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Maturity
Date:
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February
25, 2009 (One
Year)
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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
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
|
|
|
•
|
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 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
Investors
should carefully consider the risks of the Securities to which this
communication relates and whether these Securities are suited to their
particular circumstances before deciding to purchase them. It is
important that prior to investing in these Securities investors read the Pricing
Supplement related to such Securities and the accompanying Prospectus and
Prospectus Supplement to understand the actual terms of and the risks associated
with the Securities. In addition, we urge investors to consult with
their investment, legal, accounting, tax and other advisors with respect to
any
investment in the Securities.
Credit
Risk
The
Securities are issued by ABN AMRO
Bank N.V. and guaranteed by ABN AMRO Holding N.V., ABN AMRO’s
parent. As a result,
investors assume the credit risk of ABN AMRO Bank N.V. and that of ABN AMRO Holding N.V.
in the event that
ABN AMRO defaults on its obligations under the Securities. Any obligations
or
Securities sold, offered, or recommended are not deposits on ABN AMRO Bank
N.V.
and are not endorsed or guaranteed by any bank or thrift, nor
are they insured by the FDIC or any
governmental agency.
Principal
Risk
The
Securities are not ordinary debt
securities: they are not
principal protected. In addition, if the closing price of the
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,
investors may lose
some or all of their 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 investors 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, investors 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 investors may not receive their
full principal back if the Securities are sold prior to
maturity. Such factors
include, but are not
limited to, time to maturity, the price of the 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 agree to characterize the
Securities as consisting of a Put Option and a Deposit of cash with the
issuer. Under this characterization, a portion of the stated interest
payments on each Security is treated
as interest on the Deposit, and
the remainder is treated as attributable to a sale by the investor of the Put
Option to ABN AMRO (referred to as Put Premium). Receipt of the Put
Premium will not be taxable upon receipt.
If
the Put Option expires unexercised
(i.e., a cash payment of the principal amount of the Securities is made to
the
investor at maturity), the investor will recognize short-term capital gain
equal
to the total Put Premium received. If the Put Option is exercised
(i.e., the final payment on the
Securities is paid in the applicable Underlying Stock), the investor will not
recognize any gain or loss in respect of the Put Option, but the
investor’s
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.