Filed
pursuant to Rule 433
February
29, 2008
Relating
to Preliminary Pricing Supplement No.542 to
Registration
Statement Nos. 333-137691, 333-137691-02
Dated
September 29, 2006
|
ABN
AMRO Bank N.V. Reverse Exchangeable
Securities
S-NOTESSM
|
Pricing
Sheet –
February 29,
2008
20.65%
(ANNUALIZED)
SIX
MONTH
NOBLE
CORPORATION
KNOCK-IN
REXSM
SECURITIES
DUE
SEPTEMBER
5,
2008
|
SUMMARY
INFORMATION
|
|
|
Issuer:
|
ABN
AMRO Bank N.V.
(Senior Long
Term Debt
Rating: Moody’s
Aa2,
S&P
AA-)
|
|
Lead
Agent:
|
ABN
AMRO
Incorporated
|
|
Offerings:
|
20.65%
(Per Annum),
Six
Month Reverse Exchangeable
Securities due September 5,
2008
linked to the Underlying Stock
set forth in the table below.
|
|
Interest
Payment Dates:
|
Interest
on the Securities is
payable monthly in arrears on the 5th
day of each month
starting on April
5,
2008
and ending on the Maturity
Date.
|
|
Underlying
Stock
|
Ticker
|
Coupon
Rate Per annum*
|
Interest
Rate
|
Put
Premium
|
Knock-in
Level
|
CUSIP
|
ISIN
|
|
Noble
Corporation
|
NE
|
20.65%
|
2.83%
|
17.82%
|
85%
|
00083GFC3
|
US00083GFC33
|
| |
*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.
|
|
Denomination/Principal:
|
$1,000
|
|
Issue
Size:
|
USD
1,000,000
|
|
Issue
Price:
|
100%
|
|
Payment
at Maturity:
|
The
payment at maturity for each
Security is based on the performance of the Underlying Stock linked
to
such Security:
i)
If the closing
price of the applicable Underlying Stock on the primary U.S.
exchange
or market for such
Underlying Stock has
not fallen below the applicable Knock-In
Level on any trading day from
but not including the Pricing Date to and including the Determination
Date, we
will pay you the principal
amount of each Security in cash.
ii)
If
the closing price of the
applicable
Underlying
Stock on the primary U.S.
exchange
or market for such
Underlying Stock has fallen below the applicable Knock-In
Level on any trading day from
but not including the Pricing Date to and including the Determination
Date:
a)
we
will deliver to you a
number of shares of
the applicable Underlying Stock equal to the applicable Stock Redemption
Amount, in
the event that the closing
price of the applicable Underlying Stock on the Determination Date
is
below the applicable Initial Price; or
b)
we
will pay you the principal
amount of each Security in cash, in
the event that the closing
price of the applicable Underlying Stock on the Determination Date
is at
or above the applicable Initial Price.
You
will receive cash in lieu of
fractional shares. If
due to events beyond our
reasonable control,
as determined
by us
in our sole discretion, shares
of the 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.
|
|
Initial
Price:
|
USD
49.15
(100%
of the Closing
Price per Underlying Share on the Trade Date)
|
|
Stock
Redemption
Amount:
|
20.346
shares of the Underlying Stock
per $1,000
principal amount of Securities
(Denomination
divided by the
Initial Price)
|
|
Knock-In
Level:
|
USD
41.78
(85%
of the Initial Price)
|
|
Indicative
Secondary
Pricing:
|
•
Internet
at: www.s-notes.com
•
Bloomberg
at: REXS2
<GO>
|
|
Status:
|
Unsecured,
unsubordinated
obligations of the
Issuer
|
|
Trustee:
|
Wilmington
Trust
Company
|
|
Securities
Administrator:
|
Citibank,
N.A.
|
|
Settlement:
|
DTC,
Book
Entry, Transferable
|
|
Selling
Restrictions:
|
Sales
in the European Union must
comply with the Prospectus
Directive
|
|
Pricing
Date:
|
February
29,
2008,
subject
to certain adjustments as
described in the related pricing supplement
|
|
Proposed
Settlement
Date:
|
March
5,
2008
|
|
Determination
Date:
|
September
2,
2008,
subject
to certain adjustments as
described in the related pricing supplement
|
|
Maturity
Date:
|
September
5,
2008
(Six Months)
|
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.
|
|
•
|
If
the closing
price of the applicable Underlying Stock on the relevant exchange
has not
fallen below the applicable knock-in level on any trading day during
the
Knock-in Period, we will pay you the principal amount of each Security
in
cash.
|
|
|
•
|
If
the closing
price of the applicable Underlying Stock on the relevant exchange
has
fallen below the applicable knock-in level on any trading day during
the
Knock-in Period, we will either:
|
|
|
•
|
deliver
to you
the applicable stock redemption amount, in exchange for each Security,
in
the event that the closing price of the applicable Underlying Stock
is
below the applicable initial price on the determination date;
or
|
|
|
•
|
pay
you the
principal amount of each Security in cash, in the event that the
closing
price of the applicable Underlying Stock is at or above the applicable
initial price on the determination
date.
|
If
due to events beyond our reasonable control, as determined by us in our sole
discretion, shares of the 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.