Filed pursuant to Rule 433
December
8,
2008
Relating
to Preliminary Pricing Supplement No.
809
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 – December 8, 2008
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13.50% (PER ANNUM), ”THE
SPDR
TRUST
SERIES
1” SIX MONTH KNOCK-IN REXSM
SECURITIES
DUE JUNE 17, 2009
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OFFERING
PERIOD: DECEMBER
8,
2008 –DECEMBER
12,
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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13.50% (Per Annum), Six Month Reverse Exchangeable
Securities due June 17, 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 17th day of each month starting on
January 17, 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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13.50%
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2.50%
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11.00%
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60%
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00083G2C7
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US00083G2C73
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*This Security has a term of six
months, so you will receive a pro rated
amount of this per annum rate based on such six-month period.
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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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December 12, 2008 subject to certain adjustments as
described in the related pricing supplement
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Proposed Settlement
Date:
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December 17, 2008
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Determination Date:
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June 12, 2009 subject to certain adjustments as
described in the related pricing supplement
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Maturity Date:
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June 17, 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 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.
**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.
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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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 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.
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 Underlying Fund on the relevant exchange falls below the Knock-In
Level on any trading day during the Knock-In Period, and on the Determination
Date the closing price of the Underlying Fund is less than the Initial Price,
you will receive the Redemption Amount. The market value of the shares of
such Underlying Fund 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 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
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 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.