Filed pursuant to Rule 433
April 15, 2008
Relating to Preliminary Pricing
Supplement No. 594 to
Registration Statement Nos. 333-137691,
333-137691-02
Dated September 29,
2006
ABN AMRO Bank
N.V. Partially Principal Protected Notes
|
Preliminary Pricing Sheet – April 15,
2008
|
3 YEAR PARTICIPATION NOTES
LINKED TO THE
ROGERS INTERNATIONAL
COMMODITY
INDEX® – AGRICULTURE
EXCESS RETURNTM
–
CALCULATED BY ABN AMRO
BANK
90% PRINCIPAL
PROTECTION
DUE APRIL 28,
2011
|
Offering Period: April 15, 2008 TO April 22,
2008
|
SUMMARY
INFORMATION
|
|
Issuer:
|
ABN AMRO Bank
N.V. (Senior Long Term Debt Rating: Moody's Aa2, S&P
AA-)
|
Lead
Selling Agent:
|
ABN AMRO
Incorporated
|
Offering:
|
Three Year
Partially Principal Protected Notes linked to the Rogers International
Commodity Index® —
Agriculture Excess ReturnTM — Calculated by ABN
AMRO Bank N.V. due April 28, 2011 (the "Securities")
|
Underlying
index:
|
Rogers
International Commodity Index® — Agriculture
Excess ReturnTM
— Calculated
by ABN AMRO Bank N.V. (Bloomberg code: RICIAGER
<Index>)
|
Coupon:
|
None. The
Securities do not pay interest.
|
Denomination/Principal:
|
Each Security
has a principal amount of $1,000. The Securities will be issued in
integral multiples of $1,000
|
Issue
Size:
|
TBD
|
Issue
Price:
|
100%
|
Principal
Protection Level:
|
90%
|
Participation
Rate:
|
100%
|
Payment
at Maturity:
|
The payment at
maturity for each $1,000 principal amount of the Securities is based on
the performance of the
|
|
Underlying
Index as follows:
●
If the Index Return is positive, we will pay you an amount
in cash equal to the sum of $1,000 and
the Supplemental Redemption Amount.
●
If the Index Return is zero or negative, we will pay you an
amount in cash equal to the greater of (i) the sum of $1,000 and the Index
Return and (ii) $900. Consequently,
a negative Index Return will always reduce
your cash payment at maturity below the principal amount of your
Securities and you could lose up to 10% of your initial principal
investment.
|
Supplemental
Redemption Amount:
|
An amount in
cash for each $1,000 principal amount of the Securities equal to the
Participation Rate times the Index Return.
|
Index
Return:
|
For each
$1,000 principal amount of Securities, an amount in cash equal
to:
$1,000 x
(Average
Index Value - Initial Value)
Initial
Value
|
Initial
Value:
|
100% of the
closing value of the Underlying Index on the Pricing
Date
|
Average
Index Value:
|
The arithmetic
average of the closing values of the Underlying Index on each of the
Averaging Dates
|
Averaging
Dates:
|
April 23,
2009, April 23, 2010, & April 25, 2011
|
Contingent
Payment Debt
Instrument
Comparable Yield:
|
TBD on Pricing
Date
|
Indicative
Secondary Pricing:
|
●
Internet at: www.s-notes.com
●
Bloomberg at: PIPN <GO>
|
Status:
|
Unsecured,
unsubordinated obligations of the Issuer
|
CUSIP
Number:
|
00083GLZ5
ISIN Code:
US00083GLZ53
|
Trustee:
|
Wilmington
Trust Company
|
Securities
Administrator:
|
Citibank,
N.A.
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Settlement:
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DTC, Book
Entry, Transferable
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Selling
Restrictions:
|
Sales in the
European Union must comply with the Prospectus
Directive.
|
Offering
Period:
|
April 15, 2008
up to and including April 22, 2008
|
Proposed
Pricing Date:
|
April 23,
2008, subject to certain adjustments as described in the preliminary
pricing supplement for the Securities.
|
Proposed
Settlement Date:
|
April 28,
2008
|
Determination
Date:
|
April 25,
2011, subject to certain adjustments as described in the preliminary
pricing supplement for the Securities.
|
Maturity
Date:
|
April 28, 2011
(3 years)
|
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 and the related Pricing Supplement 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.
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 senior notes 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 linked to the performance of the Rogers International Commodity
Index® — Agriculture
Excess ReturnTM — Calculated by ABN
AMRO Bank N.V. which we refer to as the Underlying Index. The
Securities have a maturity of three years. The payment at maturity of the
Securities is determined based on the performance of the Underlying
Index,
as described below. Unlike
ordinary debt securities, the Securities do not pay interest. The
payment at maturity is exposed to any decline in the average value of the
Underlying Index over the life of the Securities, subject to a minimum return of
$900
per $1,000 principal amount of Securities. Therefore a portion of your principal
is at risk and you could lose up to 10% of your initial principal investment if
the average value of the Underlying Index is less than the initial value of the
Underlying Index.
What
will I receive at maturity of the Securities?
For each $1,000
principal amount of the Securities, at maturity you will receive a cash payment
calculated as follows:
•
|
If the Index
Return is positive, the sum of $1,000 and the Supplemental Redemption
Amount.
|
•
|
If the Index
Return is zero or negative, the greater of (i) $1,000 and the Index
Return, or (ii) $900.
|
Consequently,
a negative Index Return will always reduce your cash payment at maturity below
the principal amount of your Securities and you could lose up to 10% of your
initial principal investment.
What
is the Index Return?
The Index Return will be
an amount in cash equal to:
$1,000 × Average
Index Value - Initial Value
Initial Value
where,
•
|
the Average
Index Value is the arithmetic average of the closing values of the
Underlying Index on April 23, 2009, April 23, 2010, & April 25, 2011,
and
|
•
|
the Initial
Value is 100% of the closing value of the Underlying Index on the Pricing
Date.
|
How
is the Supplemental Redemption Amount calculated?
The Supplemental
Redemption Amount is a cash amount determined only when the Index Return is
positive. The Supplemental Redemption Amount for each $1,000 principal amount of
the Securities is equal to of the product of (i) the Participation Rate times
(ii) the Index Return.
The Participation
Rate will be 1.00 (or 100%).
How
is Average Index Value Determined?
The Average Index Value is equal to
the arithmetic average of the closing values of the Underlying Index on each of
the Averaging Dates. In this case there are 3 averaging dates, accordingly, the
Average Index Value is calculated by adding the closing values of the Underlying
Index on each of the 3 averaging dates and dividing the sum by
3.
Who
calculates the value of the Underlying Index?
We, ABN AMRO Bank
N.V., will calculate the value of the Underlying Index using the methodology
provided to us by the Index Committee. You should read "Description
of the Underlying Index — Calculation of the Level of the Underlying Index" and
"Risk Factors — Our Calculation of the Level of the Underlying Index May
Conflict With Your Interest As a Holder of the Securities" in the related
Pricing Supplement.
Will
I receive interest payments on the Securities?
No. You
will not receive any interest payments on the Securities.
Will
I get my principal back at maturity?
The Securities
are not fully principal protected. Subject to the credit of ABN AMRO Bank, N.V.
as the issuer of the Securities and ABN AMRO Holding N.V. as the guarantor of
the issuer’s obligations under the Securities, you will receive at maturity at
least $900 per $1,000 principal amount of Securities, regardless of the Index
Return or the closing values of the Underlying Index on the Averaging Dates.
However, if you sell the Securities prior to maturity, you will receive the
market price for the Securities, which may or may not include the return of $900
for each $1,000 principal amount of Securities. There may be little or no
secondary market for the Securities. Accordingly, you should be willing to hold
your securities until maturity.
Can
you give me examples of the payment I will receive at maturity depending on the
Average Index Value?
Example
1: If, for example, the Initial Value is 1,000 and the Average Index
Value is 500, the Index Return would be calculated as
follows:
$1,000 × (500 –
1,000) = $ -500
1,000
Because the Index
Value is negative, at maturity you would receive an amount in cash per Security
equal to the greater of (i) the sum of $1,000 and the Index Return, or $1,000 -
$500 = $500, and (ii) $900, for each $1,000 principal amount of your Securities.
In this case, the Average Index Value was 50% lower than the Initial Value and
you would have lost 10% of your initial investment.
Example
2: If, for example, the Initial Value is 1,000 and the Average Index
Value is 950, the Index Return would be calculated as
follows:
$1,000 × (950 –
1,000) = $ -50
1,000
Because
the Index Return is negative, at maturity you would receive an amount in cash
per Security equal to the greater of (i) the sum of $1,000 and the Index Return,
or $1,000 - $50 = $950, and (ii) $900. Consequently, you would
receive $950 for each $1,000 principal amount of your Securities. In this case,
the Average Index Value was 5% lower than the Initial Value and you would have
lost 5% of your initial principal investment.
Example
3: If, for example, the Initial Value is 1,000, the Average
Index Value is 1,200 and the Participation Rate is 1.00 (or 100%), the
Index Return would be calculated as follows:
$1,000 × (1,200 –
1,000) = $200
1,000
Because the Index Return is positive,
at maturity you would receive an amount in cash per Security equal to the sum of
$1,000 and the Supplemental Redemption Amount. The Supplemental
Redemption Amount is calculated by multiplying the Index Return, in this example
$200, by the Participation Rate, in this example 1.00, or $200 x 1.00 =
$200.
Accordingly, at
maturity, you would receive $1,000 plus the Supplemental Redemption Amount of
$200, or a total payment of $1,200. In this case, the Average Index Value was
20% higher than the Initial Value and you would have received a 20% return on
your initial principal investment.
These
examples are for illustrative purposes only. It is not possible to predict the
closing value of the Underlying Index on any of the Averaging Dates. You may
lose up to 10% of your initial principal investment.
Do
I benefit from any appreciation in the Underlying Index over the life of the
Securities?
Yes, but only if the
Average Index Value calculated on the determination date is greater than the
initial value. If the Average Index Value is higher than the Initial
Value you will receive in cash the Supplemental Redemption Amount in addition to
the principal amount of the Securities payable at maturity. The
Supplemental Redemption Amount represents the product of (i) the Participation
Rate times (ii) the Index Return.
What
is the Underlying Index?
The Underlying
Index is a composite U.S. dollar based index that is designed to serve as a
diversified benchmark for the price movements of agricultural commodities
consumed in the global economy. It is a sub-index comprised of the agricultural
components of the Rogers International Commodity Index®
or RICI®
(the “RICI Index”). You should read “Description of the Underlying Index” in the
related Pricing Supplement for additional information regarding the Underlying
Index.
We, ABN AMRO Bank
N.V., calculate the level of the Underlying Index using the methodology provided
to us by the Index Committee. The Calculation Agent uses the level of
the Underlying Index calculated by us to calculate the index return. You should
read "Risk Factors — Our Calculation of the Level of the Underlying Index May
Conflict With Your Interest As a Holder of the Securities" in the related
Pricing Supplement.
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
Bank N.V.’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 Bank
N.V. 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
Return of principal
on the Securities is only guaranteed up to 90%, subject to our credit and the
credit of Holding. If the closing value of the Underlying Index decreases during
the term of the Securities such that the Average Index Value is less than the
Initial Value, the amount of cash paid to you at maturity will be less than the
principal amount of the Securities and you could lose up to 10% of your initial
principal investment. Several factors, including, without limitation,
governmental programs and policies as well as natural disasters may cause the
prices of the commodities comprising the Underlying Index to change
unpredictably.
Index
Committee
The Underlying Index
is overseen and managed by a committee chaired and controlled by James B.
Rogers, Jr., the founder and sole owner of the Underlying Index. We are one of
the five other members of the committee. The committee has discretion regarding
the composition and management of the Underlying Index, including additions,
deletions and the weightings of the commodities comprising the Underlying Index,
all of which could affect the Underlying Index and, therefore, the value of the
Securities.
Liquidity
Risk
ABN AMRO Bank N.V.
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 Underlying Index, 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
Although the U.S.
federal income tax treatment of the Securities is unclear, we intend to treat
the Securities as "contingent payment debt instruments" for U.S. federal income
tax purposes. Assuming this characterization, U.S. taxable
investors, regardless of their method of accounting, will generally be required
to accrue as ordinary income amounts based on the “comparable yield” of the
Securities, as determined by us, even though they will receive no payment on the
Securities until maturity. In addition, any gain recognized upon a
sale, exchange or retirement of the Securities will generally be treated as
ordinary interest income for U.S. federal income tax purposes.
You
should review the “Taxation” section in the related pricing
supplement. You should also review the section entitled “United
States Federal Taxation” and in particular the sub-section entitled “United
States Federal Taxation—Contingent Payment Debt Instruments” in the accompanying
Prospectus Supplement. Additionally, you are urged to consult your
tax advisor regarding the tax treatment of the Securities and whether a purchase
of the Securities is advisable in light of the tax treatment and your particular
situation.
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. The notice focuses in
particular on whether to require holders of instruments that are not classified
as debt instruments for U.S. Federal income tax purposes to accrue constructive
income over the term of their investment in the instruments. It also asks for
comments on a number of related topics, including how the IRS characterizes
income or loss with respect to these instruments; the relevance to such
characterization of factors such as the exchange-traded status of the instrument
and the nature of the underlying property to which the instrument is linked; and
whether these instruments are or should be subject to the “constructive
ownership” regime, which very generally can operate to recharacterize certain
long-term capital gains as ordinary income that is subject to an interest
charge. If the Securities are contingent payment debt instruments,
they should not be subject to any guidance that is issued in connection with the
notice. However, if the Securities are not classified as debt
instruments for U.S. federal income tax purposes they may be subject to any
guidance that may be issued in connection with the notice which may be less
favorable than the rules that would apply otherwise.
Index
Disclaimer
“Jim Rogers”, “James
Beeland Rogers, Jr.”, "Rogers", “Rogers International Commodity Index”, "RICI",
“Rogers International Commodity Index®
– Agriculture Excess Return" and “RICI®
– A Excess Return" are trademarks, service marks and/or registered trademarks of
Beeland Interests, Inc., which is owned and controlled by James Beeland Rogers,
Jr., and are used subject to license. The name and likeness of Jim
Rogers/James Beeland Rogers, Jr. are trademarks and service marks of James
Beeland Rogers, Jr. and are used subject to license.
The Securities are
not sponsored, endorsed, sold or promoted by Beeland Interests, Inc., or James
Beeland Rogers, Jr. Neither Beeland Interests, Inc. nor James Beeland
Rogers, Jr. makes any representation or warranty, express or implied, nor
accepts any responsibility, regarding the accuracy or completeness of this Term
Sheet, or the advisability of investing in securities or commodities generally,
or in the Securities or in futures particularly.
NEITHER
BEELAND INTERESTS NOR ANY OF ITS AFFILIATES, GUARANTEES THE ACCURACY AND/OR THE
COMPLETENESS
OF THE ROGERS INTERNATIONAL
COMMODITY INDEX (“RICI®”), OR
THE UNDERLYING INDEX OR ANY DATA INCLUDED THEREIN. SUCH PERSON SHALL NOT HAVE
ANY LIABILITY FOR ANY ERRORS, OMISSIONS, OR INTERRUPTIONS THEREIN AND MAKES NO
WARRANTY, EXPRESS OR IMPLIED, AS
TO RESULTS TO BE OBTAINED BY OWNERS OF ANY SECURITIES, OR ANY OTHER PERSON OR
ENTITY FROM THE USE OF THE RICI® OR
THE UNDERLYING INDEX, ANY DATA INCLUDED THEREIN OR THE SECURITIES. NEITHER
BEELAND INTERESTS NOR ANY OF ITS AFFILIATES, MAKES ANY EXPRESS OR
IMPLIED WARRANTIES, AND EACH EXPRESSLY DISCLAIMS ALL WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE
UNDERLYING INDEX, THE RICI®,
AND ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO
EVENT
SHALL BEELAND INTERESTS OR ANY OF ITS AFFILIATES HAVE ANY LIABILITY FOR ANY LOST
PROFITS OR INDIRECT, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES OR LOSSES, EVEN
IF NOTIFIED OF THE POSSIBILITY THEREOF.