Filed
pursuant to Rule 433
February
2,
2009
Relating
to Preliminary Pricing Supplement Nos.
838 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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Preliminary
Pricing Sheet – February 2, 2009
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THREE OFFERINGS OF KNOCK-IN REXSM
SECURITIES
DUE AUGUST 19,
2009
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OFFERING
PERIOD: FEBRUARY
2, 2009 – FEBRUARY
13, 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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This prospectus relates to three
separate offerings of securities (“the Securities”). Each Security offered is linked to
one, and only one, Underlying Stock. The Underlying Stocks are set
forth in the table below. You may participate in any of
the three Securities
offerings or,
at your
election,
in two or more of the
offerings.
This prospectus does
not, however, allow you to purchase a Security
linked to a basket of some or all of the Underlying Stocks described
below. Each Security has a term
of six
months.
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Interest Payment Dates:
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Interest on the Securities is
payable monthly in arrears on the 19th day of each month starting on
March 19, 2009 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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JPMorgan Chase & Co.
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JPM
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20.00%
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1.66%
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18.34%
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50%
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00083G5E0
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US00083G5E03
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Whirlpool
Corporation
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WHR
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14.00%
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1.66%
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12.34%
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60%
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00083G5F7
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US00083G5F77
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Deere & Company
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DE
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13.50%
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1.66%
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11.84%
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60%
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00083G5G5
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US00083G5G50
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*The Securities have a term of six
months, so you will receive a pro rata
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 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 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 is at or above the Knock-In Level on 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 is below the applicable Knock-In Level on the Determination
Date, we will deliver to you, in exchange for each $1,000 principal amount of the
Securities,
a number of shares of
the applicable Underlying Stock equal to the applicable Stock Redemption
Amount.
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 applicable
Underlying Stock are not available for delivery at maturity we may pay
you, in lieu of the applicable
Stock Redemption
Amount, the cash value of the applicable
Stock Redemption Amount, determined by multiplying the
applicable Stock Redemption Amount by the Closing Price of the applicable
Underlying Stock on the Determination Date. The payment at maturity is
subject to adjustment
in certain circumstances.
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Initial Price:
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100% of the Closing Price of the
applicable Underlying Stock on the Pricing Date.
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Stock Redemption
Amount:
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For each $1,000 principal amount of
Security,
a number of
shares of the
applicable Underlying Stock linked to such Security equal to $1,000 divided by the applicable Initial
Price.
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Knock-In Level:
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A percentage of the applicable
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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February 13, 2009, subject to certain adjustments as
described in the related pricing supplement
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Proposed Settlement
Date:
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February 19, 2009
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Determination Date:
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August 14, 2009, subject to certain adjustments as
described in the related pricing supplement
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Maturity Date:
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August 19, 2009 (Six Months)
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ABN
AMRO has filed a registration statement (including a Prospectus and Prospectus
Supplement) with the SEC for the offerings 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 offerings 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
This
prospectus relates to three separate offerings of Securities. Each
Security offered is linked to one, and only one, of the Underlying Stocks
described on the cover page. The purchaser of any offering will
acquire a Security linked to a single Underlying Stock, not to a basket or index
of some or all of the Underlying Stocks. You may participate in any
of the three offerings or, at your election, in several or all
offerings.
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. Therefore your principal is at risk but you have no opportunity to
participate in any appreciation of the applicable Underlying Stock.
What
will I receive at maturity of the Securities?
The payment at
maturity of the Securities will be based on the closing price of the applicable
Underlying Stock on the determination date.
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If the
closing price per share of the applicable Underlying Stock on the
determination date is at or above the applicable knock-in level, we will
pay you the principal amount of each Security in
cash.
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If the
closing price per share of the applicable Underlying Stock on the
determination date is below the applicable knock-in level, we will deliver
to you, in exchange for each Security, the applicable stock redemption
amount.
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If due to events
beyond our reasonable control, as determined by us in our sole discretion,
shares of the applicable Underlying Stock are not available for delivery at
maturity we may pay you, in lieu of the applicable Stock Redemption Amount, the
cash value of the applicable Stock Redemption Amount, determined by multiplying
the applicable Stock Redemption Amount by the Closing Price of the applicable
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 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. 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 shares of the
applicable Underlying Stock 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 shares of the applicable 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 Stock on the
relevant exchange is below the applicable Knock-In Level on the Determination
Date, you will receive the applicable Stock Redemption Amount. The
market value of such Underlying Stock 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 applicable Underlying Stock rises above the initial price you will not
participate in any appreciation in the price of the applicable Underlying
Stock.
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.
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 is $36.00 per share on the
determination date, at maturity you will receive $1,000 in cash for each $1,000
principal amount of the securities. 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 is $30.00 per share on the
determination date, which is below the knock-in level, at maturity 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 in cash in lieu of
.222
fractional shares, determined by multiplying .222 by $30.00, the closing price
per share 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 cash paid in lieu of fractional shares) which we
will deliver to you on the maturity date for each $1,000 principal amount of the
Securities would be $666.66, which is less than the principal
amount of $1,000 and you would have lost a portion of your initial principal
investment.
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. For each offering, we will
set the 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
“Description of Securities” in the related Pricing Supplement for a detailed
description of the terms of the Securities. ABN AMRO has filed a registration
statement (including a Prospectus and Prospectus Supplement) with the SEC for
the offering to which this communication relates. Before you invest, you should
read the Prospectus and Prospectus Supplement in that registration statement and
other documents ABN AMRO has filed with the SEC for more complete information
about ABN AMRO and the offering of the Securities. You may get these documents
for free by visiting EDGAR on the SEC web site at www.sec.gov. Alternatively,
ABN AMRO, any underwriter or any dealer participating in the offering will
arrange to send you the Prospectus and Prospectus Supplement if you request it
by calling toll free (888) 644-2048.
RISK
FACTORS
You
should carefully consider the risks of the Securities to which this
communication relates and whether these Securities are suited to your particular
circumstances before deciding to purchase them. It is important that
prior to investing in these Securities you read the Pricing Supplement related
to such Securities and the accompanying Prospectus and Prospectus Supplement to
understand the actual terms of and the risks associated with the
Securities. In addition, we urge you to consult with your investment,
legal, accounting, tax and other advisors with respect to any investment in the
Securities.
Credit Risk
The Securities are issued by ABN AMRO
Bank N.V. and guaranteed by ABN AMRO Holding
N.V., ABN AMRO’s parent. As a result, you assume the credit risk of ABN AMRO
Bank N.V. and that of ABN AMRO Holding
N.V. in the event that ABN AMRO
defaults on its obligations
under the Securities.
Any obligations or
Securities sold,
offered, or recommended are not deposits of ABN
AMRO Bank N.V. and are not endorsed or guaranteed by
any bank or thrift,
nor are they insured by the
FDIC or any governmental agency.
Principal Risk
The Securities are not ordinary debt
securities: they are not principal
protected. In addition, if the closing price of the applicable
Underlying Stock is below the applicable Knock-In Level on the Determination
Date, you 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 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
applicable aggregate fixed coupon payment you 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 on 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
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 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.
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.