Filed
pursuant to Rule
433
January
7, 2009
Relating
to Preliminary Pricing Supplement No. 823 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
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Preliminary Pricing Sheet
– January 7,
2009
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12.50% (PER ANNUM), ”THE
SPDR
TRUST
SERIES
1” THREE MONTH KNOCK-IN REXSM
SECURITIES
DUE APRIL 14,
2009
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OFFERING
PERIOD: JANUARY
7, 2009 – JANUARY
9,
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
A+)**
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Lead Agent:
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ABN AMRO
Incorporated
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Offerings:
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12.50% (Per Annum), Three Month
Reverse Exchangeable Securities due April 14, 2009 linked to the
Underlying Fund set forth in the table below.
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Interest Payment
Dates:
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Interest on the Securities is
payable monthly in arrears on the 14th day of each month starting on
February 14, 2009 and ending on the Maturity
Date.
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Underlying
Fund
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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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The SPDR Trust Series
1
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SPY
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12.50%
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1.30%
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11.20%
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80%
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00083G3U6
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US00083G3U62
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*This Security has a term of three
months, so you will receive a pro rated amount of this per annum rate
based on such three-month period.
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Denomination/Principal:
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$1,000
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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 Fund linked to such
Security:
i) If the
closing price of the Underlying Fund on the primary U.S. exchange or
market for such Underlying Fund 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 price of the Underlying Fund on the primary U.S. exchange or
market for such Underlying Fund 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 Fund equal to the
Redemption Amount, in the event that the closing price of
the Underlying Fund 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 Fund on the Determination Date is at or above the Initial
Price.
If due to events beyond our
reasonable control, as determined by us in our sole discretion, shares of
the Underlying Fund are not available for delivery at maturity we may pay
you, in lieu of the Redemption Amount, the cash value of the Redemption
Amount, determined by multiplying the Redemption Amount by the Closing
Price of the Underlying Fund on the Determination
Date.
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Initial
Price:
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100% of the Closing Price of the
Underlying Fund on the Pricing Date.
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Redemption
Amount:
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For each $1,000 principal amount
of Security, a number of shares of the Underlying Fund linked to such
Security equal to $1,000 divided by the Initial
Price.
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Knock-In
Level:
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A percentage of the Initial
Price as set forth in
the table above.
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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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Proposed Pricing
Date:
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January 9, 2009 subject to certain
adjustments as described in the related pricing
supplement
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Proposed Settlement
Date:
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January 14,
2009
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Determination
Date:
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April 8, 2009 subject to certain
adjustments as described in the related pricing
supplement
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Maturity
Date:
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April 14, 2009 (Three
Months)
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ABN
AMRO has filed a registration statement (including a Prospectus and Prospectus
Supplement) with the SEC for the offering to which this communication relates.
Before you invest, you should read the Prospectus and Prospectus Supplement in
that registration statement and other documents ABN AMRO has filed with the SEC
for more complete information about ABN AMRO and the offering of the
Securities.
You
may get these documents for free by visiting EDGAR on the SEC website at
<www.sec.gov> or by visiting ABN AMRO Holding N.V. on the SEC website at
<http://www.sec.gov/cgi-bin/browse-edgar?company=&CIK=abn&filenum=&State=&SIC=&owner=include&action=get
company>. Alternatively, ABN AMRO, any underwriter or any dealer
participating in the offering will arrange to send you the Prospectus and
Prospectus Supplement if you request it by calling toll free (888)
644-2048.
These
Securities may not be offered or sold (i) to any person/entity listed on
sanctions lists of the European Union, United States or any other applicable
local competent authority; (ii) within the territory of Cuba, Sudan, Iran and
Myanmar; (iii) to residents in Cuba, Sudan, Iran or Myanmar; or (iv)
to Cuban Nationals, wherever located.
We
reserve the right to withdraw, cancel or modify any offering and to reject
orders in whole or in part.
**A
credit rating (1) is subject to revision, suspension or withdrawal at any time
by the assigning rating organization, (2) does not take into account market risk
or the performance related risks of investing in the Securities, and (3) is not
a recommendation to buy, sell or hold the Securities.
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 Fund to which it is
linked. Therefore your principal is at risk but you have no opportunity to
participate in any appreciation of the Underlying Fund.
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 Fund 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 Fund 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 Fund 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 Fund 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 redemption amount, in exchange for each Security, in the
event that the closing price of the applicable Underlying Fund is below
the applicable initial price on the determination date;
or
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•
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pay you the
principal amount of each Security in cash, in the event that the closing
price of the applicable Underlying Fund 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 Fund are not available for delivery at
maturity we may pay you, in lieu of the Redemption Amount, the cash value of the
Redemption Amount, determined by multiplying the Redemption Amount by the
Closing Price of the Underlying Fund 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 Fund. 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. As explained below under "What are the consequences of the
indirect put option that I have sold you?" you are being paid the premium for
taking the risk that you may receive Underlying Fund with a market value less
than the principal amount of your Securities at maturity, which would mean that
you would lose some or all of your initial principal investment.
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.
This feature could result in the delivery of Underlying Stock to you, at
maturity, with a market value which is less than the principal amount of $1,000
per Security. If the closing price of the applicable Underlying Fund 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 Fund is less than the applicable Initial Price, you
will receive the applicable Stock Redemption Amount. The market value of the shares of
such Underlying Fund on the Determination Date 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. If the price of the
Underlying Fund rises above the initial price you will not participate in any
appreciation in the price of the Underlying Fund.
How
is the Redemption Amount determined?
The
Redemption Amount for each $1,000 principal amount of the Securities is equal to
$1,000 divided by the initial price. Since shares of the Underlying Fund are
held in book entry form, no stock certificates are
issued. Accordingly, any shares of the Underlying Fund which are
delivered to you will be delivered in book entry form and will include any
fractional shares you are entitled to receive, after aggregating your
total
holdings of the
Securities based on the closing price of the Underlying Fund 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 the underlying fund was $145.00 per share and the knock-in level for such
offering was 80% then the knock-in level would be $116.00 per share or 80% of
the initial price and the redemption amount would be 6.897 shares of the
underlying fund, or $1,000 divided by $145.00.
If the hypothetical
closing price of that underlying fund had fallen below its knock-in level of
$116.00 on any trading day during the Knock-in Period, then payment at maturity
would depend on the closing price of the underlying fund on the determination
date. In this case, if the closing price of the underlying fund on the
determination date is $136.00 per share, which is below the initial price, you
would receive 6.897 shares of the underlying fund for each $1,000 principal
amount of the securities. Since shares of the underlying fund are
held in book entry form we would deliver shares of the underlying fund in book
entry form which allows us to deliver fractions of a share. You would
receive on the maturity date for each $1,000 principal amount of the securities
6.897 shares of the underlying. 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 6.897 shares of the
underlying fund that we would deliver to you at maturity for each $1,000
principal amount of security would be $937.99, 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 fund on the determination
date is $150.00 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 fund never falls below $116.00, which is the
knock-in price on any trading day during the Knock-in Period, at maturity you
would receive $1,000 in cash for each $1,000 principal amount of the Securities
you hold regardless of the closing price of the underlying fund on the
determination date. In addition, over the life of the Securities you would have
received interest payments 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 Funds 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 Redemption
Amount on the Pricing Date.
Do
I benefit from any appreciation in the Underlying Fund 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
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 Underlying Fund falls below the 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 Underlying Fund below the closing price of such
Underlying Fund on the date the Securities were priced. Accordingly, investors may
lose some or all of their 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 investors earn during the term of the
Securities. This means that investors will not benefit from any price
appreciation in the Underlying Fund, nor will they receive dividends paid on the
Underlying Fund, 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
Underlying Fund 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 Fund to which the Security is linked during the term of the
Security.
Liquidity Risk
The Securities will not be listed 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 very limited or non-existent. 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 Underlying Fund, 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 Underlying Fund), the
investor will not recognize any gain or loss in respect of the Put Option, but
the investor’s tax basis in the Underlying Fund
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