Filed
pursuant to Rule 433
May
14,
2008
Relating
to Preliminary Pricing Supplement No.
639 to
Registration
Statement Nos.
333-137691,
333-137691-02
Dated
September 29,
2006
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ABN AMRO Bank N.V. Reverse Exchangeable
Securities
S-NOTESSM
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Pricing Sheet – May 15, 2008
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13.30% (ANNUALIZED) SIX MONTH APPLE
INC. KNOCK-IN REXSM SECURITIES
DUE NOVEMBER
20, 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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13.30% (Per Annum), Six Month Reverse Exchangeable Securities due
November 20,2008 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 20th day of each month starting on
June 20, 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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Apple Inc.
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AAPL
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13.30%
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2.62%
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10.68%
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70%
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00083GQY3
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US00083GQY34
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*This Security has a term of
sixmonths,
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 1,000,000
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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 Stocklinked to such
Security:
i)
If the closing
price of the Underlying Stock on the primary U.S. exchange or market for such
Underlying Stock 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, wewill pay you the principal
amount of each Security in cash.
ii)
If the closing price of the
Underlying Stock on the primary U.S. exchange or market for such Underlying
Stock 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) we will deliver to you a number of
shares of the Underlying Stock equal to the Stock Redemption
Amount, in the event that the closing
price of the Underlying Stock on the Determination Date is below the
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 Underlying Stock on the
Determination Date is at or above the 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 189.73 (100% of the Closing Price per
Underlying Share on the Trade Date)
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Stock Redemption
Amount:
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5.271shares 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 132.81 (70% 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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May 15, 2008 subject to certain adjustments as
described in the related pricing supplement
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Settlement Date:
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May 20, 2008
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Determination Date:
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November 17, 2008 subject to certain adjustments as
described in the related pricing supplement
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Maturity Date:
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November 20, 2008 (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.
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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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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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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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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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
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.
5