CALCULATION OF REGISTRATION FEE
Amount of
Maximum Aggregate Registration
Title of Each Class of Securities Offered Offering Price Fee(1)
SPX Digital Buffer Securities $617,000 $34.43
(1) Pursuant to Rule 457(p) under the Securities Act of 1933, filing fees
of $94,671.00 have already been paid with respect to unsold securities that were
previously registered pursuant to a Registration Statement on Form F-3 (No.
333-89136) of ABN AMRO Bank N.V. (the "Prior Registration Statement"), which was
initially filed on May 24, 2002 and for which a post-effective amendment was
filed on September 17, 2003 and have been carried forward. ON JANUARY 23, 2009
AN ADDITIONAL FILING FEE OF $10,000 WAS PAID. The $34.43 fee with respect to
the $617,000 Digital Buffer Securities linked to the performance of the S&P
500 Index due November 30, 2011 sold pursuant to this registration statement
is offset against those filing fees, and $4,362.80 remains available for
future registration fees. No additional fee has been paid with respect to
this offering.
Pricing Supplement Pricing Supplement No. 020 to
(To Product Supplement No. 2-I Registration Statement Nos.
Dated September 29, 2009, 333-162193 and 333-162193-01
Prospectus Supplement Dated September 29, 2009 Dated November 24, 2009
Underlying Supplement No.1 dated September 29, 2009 Rule 424(b)(2)
and Prospectus Dated September 29, 2009)
--------------------------------------------------------------------------------
ABN AMRO BANK N.V. DIGITAL BUFFER SECURITIES
fully and unconditionally guaranteed by ABN AMRO Holding N.V.
--------------------------------------------------------------------------------
----------------- ---------------------- ---------------- --------------------
ISSUER: ABN AMRO Bank N.V. PRICING DATE: November 24, 2009
----------------- ---------------------- ---------------- --------------------
LEAD AGENT: RBS Securities Inc. SETTLEMENT DATE: November 30, 2009
----------------- ---------------------- ---------------- --------------------
OFFERING PERIOD: November 10, 2009 - DETERMINATION
November 24, 2009 DATE: November 25, 2011(1)
----------------- ---------------------- ---------------- --------------------
ISSUE PRICE: 100% MATURITY DATE: November 30, 2011
----------------- ---------------------- ---------------- --------------------
(1) Subject to certain adjustments as described in the accompanying Product
Supplement
-------------------- -----------------------------------------------------------
OFFERINGS: 24 Month, Digital Buffer Securities linked to the
performance of the S&P 500(R) Index due November 30, 2011
(the "Securities")
-------------------- -----------------------------------------------------------
UNDERLYING INDEX: The S&P 500(R) Index (Ticker: SPX)
-------------------- -----------------------------------------------------------
COUPON: None. The Securities do not pay interest.
-------------------- -----------------------------------------------------------
PAYMENT AT MATURITY: The payment at maturity for each Security is based on the
performance of the Underlying Index linked to such
Security. The cash payment at maturity is calculated as
follows:
(i) if the Index Return is 0% or positive, $1,000 plus the
Digital Return;
(ii) if the Index Return is less than 0% down to and
including -20%, $1,000; and
(iii) if the Index Return is less than -20%, $1,000 plus
(Index Return + 20%) x $1,000.
If the Index Return is less than -20% you could lose up to
80% of your initial principal investment. In addition, if
the Index Return is 0% or positive, you will never receive
a payment at maturity greater than the Maximum Redemption
at Maturity of $1,135 per $1,000 principal amount of
Securities.
Any payment at maturity is subject to the creditworthiness
of ABN AMRO Bank N.V. and ABN AMRO Holding N.V., as
guarantor.
-------------------- -----------------------------------------------------------
INDEX RETURN: The Index Return is the percentage change in the value of
the Underlying Index, calculated as follows:
Final Value - Initial Value
---------------------------
Initial Value
-------------------- -----------------------------------------------------------
INITIAL VALUE: 1105.65 The Closing Value of the Underlying Index on the
Pricing Date, subject to certain adjustments as described
in the accompanying Product Supplement.
-------------------- -----------------------------------------------------------
FINAL VALUE: The Closing Value of the Underlying Index on the
Determination Date, subject to certain adjustments as
described in the accompanying Product Supplement.
-------------------- -----------------------------------------------------------
BUFFER LEVEL: 20% buffer. An Index Return equal to or less than 0% down
to and including -20% will not result in the loss of any
principal. An Index Return of less than -20% will result in
a loss of principal which could be up to 80% of your
initial principal investment.
-------------------- -----------------------------------------------------------
DIGITAL RETURN: $135 (or 13.50%) per $1,000 principal amount of Securities.
-------------------- -----------------------------------------------------------
MAXIMUM REDEMPTION $1,135 per $1,000 principal amount of Securities.
AT MATURITY: Regardless of how much the Underlying Index may appreciate
above the Initial Value, you will never receive more than
$1,135 per $1,000 principal amount of Securities, at
maturity.
-------------------- ---------------- -------------- -------------- -------- ------------
PRINCIPAL AMOUNT: $617,000 CUSIP: 00083JKM9 ISIN: US00083JKM98
-------------------- ---------------- -------------- -------------- ---------------------
TRUSTEE: Wilmington Trust SECURITIES
Company ADMINISTRATOR: Citibank, N.A.
-------------------- ------------------------------- ------------------------- ----------
DENOMINATION: $1,000 SETTLEMENT: DTC, Book Entry, Transferable
-------------------- ------------------------------- ------------------------------------
STATUS: Unsecured, unsubordinated obligations of the Issuer and
fully and unconditionally guaranteed by the Issuer's
parent company, ABN AMRO Holding N.V.
-------------------- -----------------------------------------------------------
SELLING Sales in the European Union must comply with the
RESTRICTION: Prospectus Directive
-------------------- -----------------------------------------------------------
INVESTING IN THE SECURITIES INVOLVES A NUMBER OF RISKS. SEE "RISK FACTORS"
BEGINNING ON PAGE PS-9 OF THE ACCOMPANYING PRODUCT SUPPLEMENT NO. 2-I AND "RISK
FACTORS" BEGINNING ON PAGE 8 OF THIS PRICING SUPPLEMENT.
The Securities and Exchange Commission and state securities regulators have not
approved or disapproved these Securities, or determined if this Pricing
Supplement or the accompanying Product Supplement, Underlying Supplement,
Prospectus Supplement or Prospectus are truthful or complete. Any
representation to the contrary is a criminal offense.
The agents are not obligated to purchase the Securities but have agreed to use
reasonable efforts to solicit offers to purchase the Securities. TO THE EXTENT
THE FULL AGGREGATE FACE AMOUNT OF THE SECURITIES BEING OFFERED BY THIS PRICING
SUPPLEMENT IS NOT PURCHASED BY INVESTORS IN THE OFFERING, ONE OR MORE OF OUR
AFFILIATES MAY AGREE TO PURCHASE A PART OF THE UNSOLD PORTION, WHICH MAY
CONSTITUTE UP TO 15% OF THE TOTAL AGGREGATE FACE AMOUNT OF THE SECURITIES, AND
TO HOLD SUCH SECURITIES FOR INVESTMENT PURPOSES. SEE "HOLDINGS OF THE
SECURITIES BY OUR AFFILIATES AND FUTURE SALES" UNDER THE HEADING "RISK FACTORS"
AND "PLAN OF DISTRIBUTION (CONFLICTS OF INTEREST)" IN THIS PRICING SUPPLEMENT.
This Pricing Supplement and the accompanying Product Supplement, Underlying
Supplement, Prospectus Supplement and Prospectus may be used by our affiliates
in connection with offers and sales of the Securities in market-making
transactions.
--------------------------------------------------------------------------------
AGENT'S PROCEEDS TO
PRICE TO PUBLIC COMMISSIONS(2) ABN AMRO BANK N.V.
--------------------------------------------------------------------------------
Digital Buffer
Securities 100% 2.75% 97.25%
--------------------------------------------------------------------------------
TOTAL $617,000 $16,967.50 $600,032.50
--------------------------------------------------------------------------------
(2) For additional information see "Plan of Distribution (Conflicts of
Interest)" in this Pricing Supplement The Securities are not bank deposits
and are not insured or guaranteed by the Federal Deposit Insurance
Corporation, the Deposit Insurance Fund or any other governmental agency,
nor are they obligations of, or guaranteed, by a bank.
WHERE CAN YOU FIND MORE INFORMATION
ABN AMRO BANK N.V., or ABN AMRO, has filed a registration statement (including
a Prospectus and Prospectus Supplement) with the Securities and Exchange
Commission, or SEC, for the offering to which this Pricing Supplement relates.
Before you invest, you should read the Prospectus and Prospectus Supplement in
that registration statement and other documents, including the accompanying
Underlying Supplement and the applicable Product Supplement related to this
offering that 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 without cost by visiting EDGAR on the SEC website
at www.sec.gov. Alternatively, ABN AMRO, any underwriter or any dealer
participating in the offering will arrange to send you the Prospectus,
Prospectus Supplement, Underlying Supplement No. 1 and Product Supplement No.
2-I if you request by calling toll free (866) 747-4332.
You should read this Pricing Supplement together with the Prospectus dated
September 29, 2009, as supplemented by the Prospectus Supplement dated
September 29, 2009 relating to our ABN NotesSM of which these Securities are a
part, the more detailed information contained in Product Supplement No. 2-I
dated September 29, 2009 and the accompanying Underlying Supplement No. 1 dated
September 29, 2009. THIS PRICING SUPPLEMENT, TOGETHER WITH THE DOCUMENTS LISTED
BELOW, CONTAINS THE TERMS OF THE SECURITIES AND SUPERSEDES ALL OTHER PRIOR OR
CONTEMPORANEOUS ORAL STATEMENTS AS WELL AS ANY OTHER WRITTEN MATERIALS
INCLUDING PRELIMINARY OR INDICATIVE PRICING TERMS, CORRESPONDENCE, TRADE IDEAS,
STRUCTURES FOR IMPLEMENTATION, SAMPLE STRUCTURES, FACT SHEETS, BROCHURES OR
OTHER EDUCATIONAL MATERIALS OF OURS. You should carefully consider, among other
things, the matters set forth in "Risk Factors" in the accompanying Product
Supplement No. 2-I, as the Securities involve risks not associated with
conventional debt securities. We urge you to consult your investment, legal,
tax, accounting and other advisors before you invest in the Securities.
You may access these documents on the SEC website at www.sec.gov as follows (or
if such address has changed, by reviewing our filings for the relevant date on
the SEC website):
o Underlying Supplement No. 1 dated September 29, 2009:
http://www.sec.gov/Archives/edgar/data/897878/000095010309002441/
crt_underlyingsupp1.pdf
o Product Supplement No. 2-I dated September 29, 2009:
http://www.sec.gov/Archives/edgar/data/897878/000095010309002439/
prosupp.pdf
o Prospectus Supplement dated September 29, 2009:
http://www.sec.gov/Archives/edgar/data/897878/000095010309002432/
crt_prosupp2009.pdf
o Prospectus dated September 29, 2009:
http://www.sec.gov/Archives/edgar/data/897878/000095010309002429/
crt_basepro.pdf
Our Central Index Key, or CIK, on the SEC website is 897878. As used in this
Pricing Supplement, the "Company," "we," "us" or "our" refers to ABN AMRO Bank
N.V.
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 OF CUBA, SUDAN, IRAN OR MYANMAR; OR (IV) TO CUBAN
NATIONALS, WHEREVER LOCATED.
We reserve the right to withdraw, cancel or modify any offering of the
Securities and to reject orders in whole or in part prior to their issuance.
2
SUMMARY
THIS PRICING SUPPLEMENT RELATES TO ONE OFFERING OF SECURITIES. THE PURCHASER OF
ANY OFFERING WILL ACQUIRE A SECURITY LINKED TO THE UNDERLYING INDEX.
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 PRODUCT SUPPLEMENT NO. 2-I AND IN THE
ACCOMPANYING UNDERLYING SUPPLEMENT, PROSPECTUS AND PROSPECTUS SUPPLEMENT. YOU
SHOULD CAREFULLY CONSIDER, AMONG OTHER THINGS, THE MATTERS SET FORTH IN "RISK
FACTORS" IN THE PRODUCT SUPPLEMENT NO. 2-I, WHICH ARE SUMMARIZED ON PAGE 8 OF
THIS PRICING SUPPLEMENT. 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 performance of the S&P 500(R) Index which we
refer to as the Underlying Index. The Securities have a maturity of 24 Months.
The payment at maturity of the Securities is determined based on the
performance of the Underlying Index, subject to a cap, as described below.
UNLIKE ORDINARY DEBT SECURITIES, THE SECURITIES DO NOT PAY INTEREST. IF THE
INDEX RETURN IS LESS THAN 0% DOWN TO AND INCLUDING -20%, YOU WILL BE ENTITLED
TO RECEIVE ONLY THE PRINCIPAL AMOUNT OF $1,000 PER SECURITY AT MATURITY. IN
SUCH A CASE, YOU WILL RECEIVE NO RETURN ON YOUR INVESTMENT AND YOU WILL NOT BE
COMPENSATED FOR ANY LOSS IN VALUE DUE TO INFLATION AND OTHER FACTORS RELATING
TO THE VALUE OF MONEY OVER TIME. IF THE INDEX RETURN IS LESS THAN -20%, YOU
WILL SUFFER A LOSS AND YOU COULD LOSE UP TO 80% OF YOUR INITIAL PRINCIPAL
INVESTMENT. IF THE INDEX RETURN IS 0% OR POSITIVE YOU WILL RECEIVE THE MAXIMUM
REDEMPTION AT MATURITY PER SECURITY OF $1,135.00, WHICH REPRESENTS A RETURN OF
13.50%. IF THE INDEX RETURN IS POSITIVE, YOUR RETURN ON THE SECURITIES WILL BE
EQUAL TO THE DIGITAL RETURN OF 13.50% REGARDLESS OF HOW MUCH OR HOW LITTLE THE
VALUE OF THE UNDERLYING INDEX MAY APPRECIATE ABOVE THE INITIAL VALUE. The
digital return is a fixed amount. We call it a digital return because the
digital return is either payable in full or it is not payable at all, like a
digital switch that is either fully on or fully off.
Any payment on the Securities is subject to the creditworthiness of ABN
AMRO Bank N.V. and ABN AMRO Holding N.V. as guarantor.
WHAT WILL I RECEIVE AT MATURITY OF THE SECURITIES AND HOW IS THIS AMOUNT
CALCULATED?
At maturity you will receive, for each $1,000 principal amount of
Securities, a cash payment calculated as follows:
(1) If the index return is 0% or positive, $1,000 plus the digital return;
or
(2) If the index return is less than 0% down to and including -20%,
$1,000; or
(3) If the index return is less than -20%, then $1,000 plus (index return
+ 20%) x 1,000.
ACCORDINGLY, IF THE INDEX RETURN IS LESS THAN -20%, AT MATURITY YOU WILL
RECEIVE LESS THAN THE PRINCIPAL AMOUNT OF $1,000 PER SECURITY AND YOU COULD
LOSE UP TO 80% OF YOUR INITIAL PRINCIPAL INVESTMENT. IF THE INDEX RETURN IS 0%
OR POSITIVE, YOU WILL NEVER RECEIVE A PAYMENT AT MATURITY GREATER THAN THE
MAXIMUM REDEMPTION AT MATURITY OF $1,135.00 PER $1,000 PRINCIPAL AMOUNT OF
SECURITIES.
WHAT ARE THE INDEX RETURN, THE DIGITAL RETURN AND THE MAXIMUM REDEMPTION AT
MATURITY AND HOW ARE THEY CALCULATED?
The index return is the percentage change in the value of the Underlying
Index, over the term of the Securities, calculated as:
3
Final Value - Initial Value
---------------------------
Initial Value
where,
o the initial value is the closing value of the Underlying Index on the
pricing date; and
o the final value is the closing value of the Underlying Index on the
determination date.
The digital return is $135 (or 13.50%) per $1,000 principal amount of
Securities.
The maximum redemption at maturity is $1,135.00 per $1,000 principal
amount of Securities, which is equivalent to a return of 13.50% on your initial
principal investment. The digital return is fixed so that regardless of how
much or how little the index return may appreciate above the initial value, you
will never receive more than $1,135.00 per $1,000 principal amount of
Securities at maturity. Similarly, if the final value is equal to the initial
value you will receive $1,135.00 per $1,000 principal amount of Securities at
maturity.
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
creditworthiness 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 $200 per $1,000 principal
amount of Securities, regardless of the closing value of the Underlying Index
on the Determination Date. If the index return is less than -20% over the term
of the Securities, you will lose some of your initial principal investment and
you could lose as much as 80% of your initial principal investment.
However, if you sell the Securities prior to maturity, you will receive
the market price for the Securities, which could be zero. 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 AT MATURITY?
EXAMPLE 1: If, for example, in a hypothetical offering, the initial value
is 840, the final value is 1,000 and the digital return is $135.00, then the
index return would be calculated as follows:
Final Value - Initial Value
---------------------------
Initial Value
or
1000 - 840 = 19.05%
----------
840
In this hypothetical example, the index return is positive. Therefore, the
payment at maturity will be $1000 plus the digital return of $135.00 or a total
payment of $1,135 per $1,000 principal amount of Securities. In this
hypothetical example, the index return was 19.05% but you would have received a
return of 13.50% over the term of the Securities.
EXAMPLE 2: If, for example, in a hypothetical offering, the initial value
is 840, the final value is 850 and the digital return is $135.00, then the
index return would be calculated as follows:
Final Value - Initial Value
---------------------------
Initial Value
4
or
850 - 840 = 1.19%
---------
840
In this hypothetical example, the index return is positive. Therefore, the
payment at maturity will be $1000 plus the digital return of $135.00 or a total
payment of $1,135 per $1,000 principal amount of Securities.
In this hypothetical example, the index return was 1.19% but you would
have received a return of 13.50% over the term of the Securities. If the index
return is positive, you will receive the digital return regardless of how much
or how little the index return appreciates over the initial value. Similarly,
if the index return is 0% you will receive the digital return.
EXAMPLE 3: If, for example, in a hypothetical offering, the initial value
is 840 and the final value is 714, then the index return would be calculated as
follows:
Final Value - Initial Value
---------------------------
Initial Value
or
714 - 840 = -15.00%
---------
840
In this hypothetical example, the index return is negative. Since the
index return is less than 0% but more than -20% you would receive, at maturity,
the principal amount of $1,000 per Security.
In this hypothetical example, the index return was -15.00% and you would
not have lost any of your initial principal investment because the index return
was negative but not less than -20%. In this hypothetical example you would not
have received any return on your initial principal investment and you would not
be compensated for any loss in value due to inflation and other factors
relating to the value of money over time.
EXAMPLE 4: If, for example, in a hypothetical offering, the initial value
is 840 and the final value is 500, then the index return would be calculated as
follows:
Final Value - Initial Value
---------------------------
Initial Value
or
500 - 840 = -40.48%
---------
840
In this hypothetical example, the index return is negative and is less
than -20%. Therefore, payment at maturity will be calculated as:
$1,000 + [(index return + 20%) x $1,000]
or
$1,000 + [(-40.48% + 20%) x $1,000] = $795.20
Therefore, in this hypothetical example, you would receive at maturity a
total payment of $795.20 for each $1,000 principal amount of Securities. In
this hypothetical example, the index return was -40.48% but you would have lost
20.48% of your initial principal investment over the term of the Securities.
5
THESE EXAMPLES ARE FOR ILLUSTRATIVE PURPOSES ONLY. IT IS NOT POSSIBLE TO
PREDICT THE FINAL VALUE OF THE UNDERLYING INDEX ON THE DETERMINATION DATE OR AT
ANY OTHER TIME DURING THE TERM OF THE SECURITIES. THE INITIAL VALUE IS SUBJECT
TO ADJUSTMENT AS SET FORTH IN "DESCRIPTION OF SECURITIES -- DISCONTINUANCE OF
THE UNDERLYING INDEX; ALTERATION OF METHOD OF CALCULATION" IN THE RELATED
PRODUCT SUPPLEMENT.
In this Pricing Supplement, we have also provided under the heading
"Hypothetical Return Analysis of the Securities at Maturity" the total return
of owning the Securities through maturity for various closing values of the
Underlying Index on the determination date.
IS THERE A LIMIT ON HOW MUCH I CAN EARN OVER THE TERM OF THE SECURITIES?
Yes. If the Securities are held to maturity and the Underlying Index is
unchanged or appreciates, the total amount payable at maturity per Security is
capped at $1,135.00. This means that if the final value is equal to the initial
value you will receive the digital return. If the Underlying Index appreciates,
no matter how much the Underlying Index may appreciate above the initial value,
your return on the Securities will never exceed 13.50%.
WHAT IS THE MINIMUM REQUIRED PURCHASE?
You may purchase Securities in minimum denominations of $1,000 or in
integral multiples thereof.
IS THERE A SECONDARY MARKET FOR SECURITIES?
The Securities will not be listed on any securities exchange. Accordingly,
there may be little or no secondary market for the Securities and, as such,
information regarding independent market pricing for the Securities may be
extremely limited. You should be willing to hold your Securities until the
maturity date.
Although it is not required to do so, we have been informed by our
affiliate that when this offering is complete, it intends to make purchases and
sales of the Securities from time to time in off-exchange transactions. If our
affiliate does make such a market in the Securities, it may stop doing so at
any time.
In connection with any secondary market activity in the Securities, our
affiliate may post indicative prices for the Securities on a designated website
or via Bloomberg. However, our affiliate is not required to post such
indicative prices and may stop doing so at any time. INVESTORS ARE ADVISED THAT
ANY PRICES SHOWN ON ANY WEBSITE OR BLOOMBERG PAGE ARE INDICATIVE PRICES ONLY
AND, AS SUCH, THERE CAN BE NO ASSURANCE THAT ANY TRADE COULD BE EXECUTED AT
SUCH PRICES. Investors should contact their brokerage firm for further
information.
In addition, the issue price of the Securities includes the selling
agents' commissions paid with respect to the Securities and the cost of hedging
our obligations under the Securities. The cost of hedging includes the profit
component that our affiliate has charged in consideration for assuming the
risks inherent in managing the hedging of the transactions. The fact that the
issue price of the Securities includes these commissions and hedging costs is
expected to adversely affect the secondary market prices of the Securities. See
"Risk Factors -- The Inclusion of Commissions and Cost of Hedging in the Issue
Price is Likely to Adversely Affect Secondary Market Prices" and "Use of
Proceeds" in the accompanying Product Supplement No. 2-I.
WHAT IS THE RELATIONSHIP BETWEEN ABN AMRO BANK N.V., ABN AMRO HOLDING N.V. AND
RBS SECURITIES INC.?
RBS Securities Inc., which we refer to as RBSSI, is an affiliate of ABN
AMRO Bank N.V. and ABN AMRO Holding N.V. RBSSI will act as calculation agent
for the Securities, and is acting as agent for this offering. RBSSI will
conduct this offering in compliance with the requirements of NASD Rule 2720 of
the Financial Industry Regulatory Authority, which is commonly referred to as
FINRA, regarding a FINRA member firm's distribution of the securities of an
affiliate. See "Risk Factors -- Potential Conflicts of
6
Interest between Holders of Securities and the Calculation Agent" and "Plan of
Distribution (Conflicts of Interest)" in the accompanying Product Supplement
No. 2-I.
WHAT IF I HAVE MORE QUESTIONS?
You should read "Description of Securities" in the accompanying Product
Supplement No. 2-I 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 (866) 747-4332.
RECENT DEVELOPMENTS
As described under the heading "Tell me more about ABN AMRO Bank N.V. and
ABN AMRO Holding N.V." in the accompanying Product Supplement No. 2-I, on
October 17, 2007, RFS Holdings B.V., which at the time was owned by a
consortium consisting of the Royal Bank of Scotland Group plc ("RBS"), Fortis
N.V., Fortis SA/NV and Banco Santander S.A., completed the acquisition of
Holding, the parent of ABN AMRO Bank N.V. Subsequent to the events described
therein the following has occurred:
On November 3, 2009 RBS announced that UK Financial Investments Limited
("UKFI"), which is wholly owned by the UK government, agreed to subscribe for
additional B Shares of RBS raising UKFI's economic interest in RBS to 84.4%
while UKFI's ordinary shareholdings of RBS remain at 70.3%. While B Shares are
convertible into ordinary shares, UKFI has maintained its agreement not to
convert its B Shares into ordinary shares to the extent its holding of ordinary
shares would represent 75% or more of RBS's issued ordinary share capital.
Issuance of the B Shares is subject to formal approval by the European
Commission, the shareholders of RBS and other regulatory approvals.
For further information about RBS see "Tell me more about ABN AMRO Bank
N.V. and ABN AMRO Holding N.V." in the accompanying Product Supplement No. 2-I.
7
RISK FACTORS
YOU SHOULD CAREFULLY CONSIDER THE RISKS OF THE SECURITIES TO WHICH THIS PRICING
SUPPLEMENT 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 PRODUCT SUPPLEMENT NO. 2-I 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.
MARKET RISK, CAPPED RETURN
If the index return is less than 0% down to -20%, you will be entitled to
receive only the principal amount of $1,000 per Security at maturity. In such a
case, you will receive no return on your investment and you will not be
compensated for any loss in value due to inflation and other factors relating
to the value of money over time. If the index return decreases more than 20%,
you could lose up to 80% of your initial principal investment. If the index
return is zero (0%) or positive, your return will be limited to 13.50%
regardless of how much the index return may appreciate above its initial level.
CREDIT RISK
The Securities are issued by ABN AMRO and guaranteed by ABN AMRO Holding
N.V., ABN AMRO's parent company. As a result, investors in the Securities
assume the credit risk of ABN AMRO 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 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 $200 per
$1,000 principal amount of Securities. Any payment required by the terms of the
Securities is subject to our creditworthiness and the creditworthiness of
Holding. If the index return decreases by more than 20% during the term of the
Securities, the amount of cash paid to you at maturity will be less than the
principal amount of the Securities, subject to a minimum return of $200 per
$1,000 principal amount of Securities.
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 level of the Underlying Index,
volatility and interest rates.
In addition, the price, if any, at which our affiliate 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.
HOLDINGS OF THE SECURITIES BY OUR AFFILIATES AND FUTURE SALES
Certain of our affiliates may agree to purchase for investment the portion
of the Securities that has not been purchased by investors in a particular
offering of Securities, which initially they intend to hold for investment
purposes. As a result, upon completion of such an offering, our affiliates may
own up to 15% of the aggregate face amount of the Securities. Circumstances may
occur in which our interests or those
8
of our affiliates could be in conflict with your interests. For example, our
affiliates may attempt to sell the Securities that they had been holding for
investment purposes at the same time that you attempt to sell your Securities,
which could depress the price, if any, at which you can sell your Securities.
Moreover, the liquidity of the market for the Securities, if any, could be
substantially reduced as a result of our affiliates holding the Securities. In
addition, our affiliates could have substantial influence over any matter
subject to consent of the security holders.
POTENTIAL CONFLICTS OF INTEREST
We and our affiliates play a variety of roles in connection with the
issuance of the Securities, including acting as calculation agent. In
performing these duties, the economic interests of the calculation agent and
other affiliates of ours are potentially adverse to your interests as an
investor in the Securities. While the Securities are outstanding, we or any of
our affiliates may carry out hedging activities related to the Securities,
including in the stocks that comprise the Underlying Index or instruments
related to the Underlying Index or the stocks that comprise the Underlying
Index. We or our affiliates may also trade in the stocks that comprise the
Underlying Index or instruments related to the Underlying Index or the stocks
that comprise the Underlying Index from time to time. Any of these activities
could affect the value of the Underlying Index and, therefore, the value of the
Securities.
YOU WILL NOT RECEIVE INTEREST PAYMENTS ON THE SECURITIES OR HAVE RIGHTS IN THE
STOCKS THAT COMPRISE THE UNDERLYING INDEX
You will not receive any interest payments on the Securities. As an owner
of the Securities, you will not have rights that holders of the stocks that
comprise the Underlying Index, including the right to vote or receive
dividends.
UNCERTAIN TAX TREATMENT
You should review carefully the section of the accompanying Product
Supplement entitled "U.S. Federal Income Tax Consequences." Although the tax
consequences of an investment in the Securities are uncertain, we believe it is
reasonable to treat the Securities as prepaid financial contracts for U.S.
federal income tax purposes. Based on current law, under this treatment you
should not recognize taxable income prior to the maturity of your Securities,
other than pursuant to a sale or exchange, and your gain or loss on the
Securities should be capital gain or loss, and should be long-term capital gain
or loss if you have held the Securities for more than one year. If, however,
the Internal Revenue Service (the "IRS") were successful in asserting an
alternative treatment for the Securities, the tax consequences of the ownership
and disposition of the Securities could be affected materially and adversely.
We do not plan to request a ruling from the IRS, and the IRS or a court might
not agree with the tax treatment described in this Pricing Supplement and the
accompanying Product Supplement.
In December 2007, Treasury and the IRS released a notice requesting
comments on various issues regarding the U.S. federal income tax treatment of
"prepaid forward contracts" and similar instruments, which may include the
Securities. The notice focuses in particular on whether to require holders of
these instruments to accrue income over the term of their investment. It also
asks for comments on a number of related topics, including the character of
income or loss with respect to these instruments; the relevance of factors such
as the nature of the underlying property to which the instruments are linked;
the degree, if any, to which income (including any mandated accruals) realized
by non-U.S. holders should be subject to withholding tax; 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
gain as ordinary income that is subject to an interest charge. While the notice
requests comments on appropriate transition rules and effective dates, any
Treasury regulations or other guidance promulgated after consideration of these
issues could materially and adversely affect the tax consequences of an
investment in the Securities, possibly with retroactive effect.
9
BOTH U.S. AND NON-U.S. HOLDERS SHOULD CONSULT THEIR TAX ADVISERS REGARDING
ALL ASPECTS OF THE U.S. FEDERAL TAX CONSEQUENCES OF INVESTING IN THE SECURITIES
(INCLUDING POSSIBLE ALTERNATIVE TREATMENTS AND THE ISSUES PRESENTED BY THE
DECEMBER 2007 NOTICE), AS WELL AS ANY TAX CONSEQUENCES ARISING UNDER THE LAWS
OF ANY STATE, LOCAL OR NON-U.S. TAXING JURISDICTION.
10
HYPOTHETICAL RETURN ANALYSIS OF THE SECURITIES AT MATURITY
The following table and examples illustrate potential return scenarios on
a Security that is held to maturity by an investor who purchases the Securities
on the original issue date. These examples are based on various assumptions,
including hypothetical values of the Underlying Index, set forth below. WE
CANNOT, HOWEVER, PREDICT THE VALUE OF THE UNDERLYING INDEX ON ANY DATE OR AT
ANY OTHER TIME IN THE FUTURE. THEREFORE, THE TABLE AND EXAMPLES SET FORTH BELOW
ARE FOR ILLUSTRATIVE PURPOSES ONLY AND THE RETURNS SET FORTH MAY NOT BE THE
ACTUAL RETURNS APPLICABLE TO A HOLDER OF THE SECURITIES. MOREOVER, THE
UNDERLYING INDEX MAY NOT APPRECIATE OR DEPRECIATE OVER THE TERM OF THE
SECURITIES IN ACCORDANCE WITH ANY OF THE HYPOTHETICAL EXAMPLES BELOW, AND THE
SIZE AND FREQUENCY OF ANY FLUCTUATIONS IN THE VALUE OF THE UNDERLYING INDEX
OVER THE TERM OF THE SECURITIES, WHICH WE REFER TO AS THE VOLATILITY OF THE
UNDERLYING INDEX, MAY BE SIGNIFICANTLY DIFFERENT THAN THE VOLATILITY IMPLIED BY
ANY OF THESE EXAMPLES.
ASSUMPTIONS
--------------------------------- --------------------------------------------
INITIAL VALUE: 1105.65
--------------------------------- --------------------------------------------
TERM OF THE SECURITIES: 24 Months
--------------------------------- --------------------------------------------
PRINCIPAL AMOUNT PER SECURITY: $1,000
--------------------------------- --------------------------------------------
DIGITAL RETURN: $135.00
--------------------------------- --------------------------------------------
BUFFER LEVEL: 20%
--------------------------------- --------------------------------------------
--------------------------------------------------------------------------------
HYPOTHETICAL
HYPOTHETICAL TOTAL RETURN ON EACH
PAYMENT AT MATURITY SECURITY WITH
HYPOTHETICAL HYPOTHETICAL WITHOUT DIGITAL RETURN DIGITAL RETURN AND BUFFER
FINAL VALUE INDEX RETURN(a) OR BUFFER(b) ($)(c)(d) (%)(e)
--------------------------------------------------------------------------------
1350.00 22.10% $1,221.00 $1,135.00 13.50%
--------------------------------------------------------------------------------
1300.00 17.58% $1,175.78 $1,135.00 13.50%
--------------------------------------------------------------------------------
1250.00 13.06% $1,130.56 $1,135.00 13.50%
--------------------------------------------------------------------------------
1254.91 13.50% $1,135.00 $1,135.00 13.50%
--------------------------------------------------------------------------------
1200.00 8.53% $1,085.33 $1,135.00 13.50%
--------------------------------------------------------------------------------
1175.00 6.27% $1,062.72 $1,135.00 13.50%
--------------------------------------------------------------------------------
1125.00 1.75% $1,017.50 $1,135.00 13.50%
--------------------------------------------------------------------------------
1115.00 0.85% $1,008.46 $1,135.00 13.50%
--------------------------------------------------------------------------------
1105.65 0.00% $1,000.00 $1,135.00 13.50%
--------------------------------------------------------------------------------
1068.00 -3.41% $ 965.95 $1,000.00 0.00%
--------------------------------------------------------------------------------
1000.00 -9.56% $ 904.45 $1,000.00 0.00%
--------------------------------------------------------------------------------
950.00 -14.08% $ 859.22 $1,000.00 0.00%
--------------------------------------------------------------------------------
900.00 -18.60% $ 814.00 $1,000.00 0.00%
--------------------------------------------------------------------------------
884.52 -20.00% $ 800.00 $1,000.00 0.00%
--------------------------------------------------------------------------------
750.00 -32.17% $ 678.33 $ 878.33 -12.17%
--------------------------------------------------------------------------------
650.00 -41.21% $ 587.89 $ 787.89 -21.21%
--------------------------------------------------------------------------------
543.00 -50.89% $ 491.11 $ 691.11 -30.89%
--------------------------------------------------------------------------------
521.00 -52.88% $ 471.22 $ 671.22 -32.88%
--------------------------------------------------------------------------------
500.00 -54.78% $ 452.22 $ 652.22 -34.78%
--------------------------------------------------------------------------------
485.00 -56.13% $ 438.66 $ 638.66 -36.13%
--------------------------------------------------------------------------------
200.00 -81.91% $ 180.89 $ 380.89 -61.91%
--------------------------------------------------------------------------------
0.00 -100.00% $ 0.00 $ 200.00 -80.00%
--------------------------------------------------------------------------------
PLEASE SEE FOOTNOTES ON NEXT PAGE.
11
--------------------------------------------------------------------------------
(a) The index return for each $1,000 principal amount of Securities will be
equal to:
Final Value - Initial Value
---------------------------
Initial Value
WHERE,
o the initial value is the closing value of the Underlying Index on the
pricing date; and
o the final value is the closing value of the Underlying Index on the
determination date.
(b) This column shows the cash return you would receive if there were no
buffer and no digital return and your payment at maturity directly
reflected the performance of the Underlying Index. The digital return is
$135.00 and the buffer is 20%.
(c) at maturity you will receive, for each $1,000 principal amount of
Securities, a cash payment calculated as follows:
(1) if the index returns is 0% or positive, $1,000 plus the digital
return;
(2) if the index return is less than 0% and down to and including -20%,
$1,000; and
(3) if the index return is less than -20%, $1,000 plus [(index return +
20%) x $1,000].
THE SECURITIES ARE NOT FULLY PRINCIPAL PROTECTED. IF THE INDEX RETURN IS
LESS THAN -20% YOU COULD LOSE UP TO 80% OF YOUR INITIAL PRINCIPAL
INVESTMENT. IN ADDITION, YOU WILL NEVER RECEIVE A PAYMENT AT MATURITY
GREATER THAN $1,135.00.
(d) The total return presented is exclusive of any tax consequences of owning
the Securities. You should consult your tax advisor regarding whether
owning the Securities is appropriate for your tax situation. See the
sections titled "Risk Factors" and "Taxation" in this Pricing Supplement.
(e) Represents the percentage total return on each Security.
12
THE UNDERLYING INDEX
THE S&P 500(R) INDEX
The S&P 500(R) Index, which is calculated, maintained and published by
Standard & Poor's, a Division of The McGraw-Hill Companies, Inc., consists of
500 component stocks selected to provide a performance benchmark for the U.S.
equity markets. The calculation of the S&P 500(R) Index is based on the
relative value of the float adjusted aggregate market capitalization of the 500
component companies as of a particular time as compared to the aggregate
average market capitalization of the 500 similar companies during the base
period of the years 1941 through 1943. For more information on the S&P 500(R)
Index, see the information set forth under "The S&P 500(R) Index" in the
accompanying Underlying Supplement No. 1.
LICENSE AGREEMENT
S&P has entered into a non-transferable, non-exclusive license agreement
granting us and certain of our affiliated or subsidiary companies, in exchange
for a fee, the right to use the S&P 500(R) Index, which is owned and published
by S&P, in connection with certain securities, including the Securities.
The license agreement between S&P and us provides that the following
language must be set forth in this Pricing Supplement:
The Securities are not sponsored, endorsed, sold or promoted by Standard &
Poor's, a division of The McGraw-Hill Companies, Inc. ("S&P"). S&P makes no
representation or warranty, express or implied, to the owners of the Securities
or any member of the public regarding the advisability of investing in
securities generally or in the Securities particularly or the ability of the
S&P 500 Index to track general stock market performance. S&P's only
relationship to us is the licensing of certain trademarks and trade names of
S&P and of the S&P 500(R) Index which is determined, composed and calculated by
S&P without regard to us or the Securities. S&P has no obligation to take our
needs or the needs of the owners of the Securities into consideration in
determining, composing or calculating the S&P 500(R) Index. S&P is not
responsible for and has not participated in the determination of the timing of,
prices at, or quantities of the Securities to be issued or in the determination
or calculation of the equation by the Securities are to be converted into cash.
S&P has no obligation or liability in connection with the administration,
marketing or trading of the Securities.
S&P DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE S&P
500(R) INDEX OR ANY DATA INCLUDED THEREIN AND S&P SHALL HAVE NO LIABILITY FOR
ANY ERRORS, OMISSIONS, OR INTERRUPTIONS THEREIN. S&P MAKES NO WARRANTY, EXPRESS
OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY US, OWNERS OF THE SECURITIES, OR
ANY OTHER PERSON OR ENTITY FROM THE USE OF THE S&P 500(R) INDEX OR ANY DATA
INCLUDED THEREIN. S&P MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY
DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE
OR USE WITH RESPECT TO THE S&P 500(R) INDEX OR ANY DATA INCLUDED THEREIN.
WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL S&P HAVE ANY LIABILITY
FOR ANY INDIRECT, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES OR LOSSES
(INCLUDING LOST PROFITS), EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.
"Standard & Poor's", "S&P", S&P 500", "Standard & Poor's 500", and "500" are
trademarks of The McGraw-Hill Companies, Inc. and have been licensed for use to
us. The Securities are not sponsored, endorsed, sold or promoted by Standard &
Poor's and Standard & Poor's makes no representation regarding the advisability
of investing in the Securities.
13
HISTORICAL INFORMATION
The following table sets forth the value of the S&P 500(R) Index at the
end of each month in the period from January 2004 through November 24, 2009.
These historical data on the S&P 500(R) Index are not indicative of the future
performance of the S&P 500(R) Index or what the value of the Securities will
be. Any historical upward or downward trend in the value of the S&P(R) 500
Index during any period set forth below is not an indication that the S&P
500(R) Index is more or less likely to increase or decrease at any time during
the term of the Securities.
YOU CANNOT PREDICT THE FUTURE PERFORMANCE OF THE SECURITIES OR THE S&P
500(R) INDEX BASED ON THE HISTORICAL PERFORMANCE OF THE S&P 500(R) INDEX.
Neither we nor Holding can guarantee that the value of the S&P 500(R) Index
will increaSE.
--------------------------------------------------------------------------------
2004 2005 2006 2007 2008 2009
--------------------------------------------------------------------------------
JANUARY 1131.13 1181.27 1280.08 1438.24 1378.55 825.88
--------------------------------------------------------------------------------
FEBRUARY 1144.94 1203.6 1280.66 1406.82 1330.63 735.09
--------------------------------------------------------------------------------
MARCH 1126.21 1180.59 1294.83 1420.86 1322.7 797.87
--------------------------------------------------------------------------------
APRIL 1107.3 1156.85 1310.61 1482.37 1385.59 872.81
--------------------------------------------------------------------------------
MAY 1120.68 1191.5 1270.09 1530.62 1400.38 919.14
--------------------------------------------------------------------------------
JUNE 1140.84 1191.33 1270.2 1503.35 1280 919.32
--------------------------------------------------------------------------------
JULY 1101.72 1234.18 1276.66 1455.27 1267.38 987.48
--------------------------------------------------------------------------------
AUGUST 1104.24 1220.33 1303.82 1473.99 1282.83 1020.62
--------------------------------------------------------------------------------
SEPTEMBER 1114.58 1228.81 1335.85 1526.75 1166.36 1057.08
--------------------------------------------------------------------------------
OCTOBER 1130.2 1207.01 1377.94 1549.38 968.75 1036.19
--------------------------------------------------------------------------------
NOVEMBER 1173.82 1249.48 1400.63 1481.14 896.24 1105.65*
--------------------------------------------------------------------------------
DECEMBER 1211.92 1248.29 1418.3 1468.36 903.25
--------------------------------------------------------------------------------
* Through November 24, 2009
14
PLAN OF DISTRIBUTION (CONFLICTS OF INTEREST)
We have appointed RBS Securities Inc. ("RBSSI") as agent for this
offering. RBSSI has agreed to use reasonable efforts to solicit offers to
purchase the Securities. We will pay RBSSI, in connection with sales of the
Securities resulting from a solicitation such agent made or an offer to
purchase such agent received, a commission of 2.75% of the initial offering
price of the Securities. RBSSI has informed us that, as part of its
distribution of the Securities, it intends to reoffer the Securities to other
dealers who will sell the Securities. Each such dealer engaged by RBSSI, or
further engaged by a dealer to whom RBSSI reoffers the Securities, will
purchase the Securities at an agreed discount to the initial offering price of
the Securities. RBSSI has informed us that such discounts may vary from dealer
to dealer and that not all dealers will purchase or repurchase the Securities
at the same discount. You can find a general description of the commission
rates payable to the agents under "Plan of Distribution" in the accompanying
Product Supplement No. 2-I.
RBSSI is an affiliate of ours and ABN AMRO Holding N.V. RBSSI will conduct
this offering in compliance with the requirements of NASD Rule 2720 of the
Financial Industry Regulatory Authority, which is commonly referred to as
FINRA, regarding a FINRA member firm's distributing the securities of an
affiliate. Following the initial distribution of any of these Securities, RBSSI
may offer and sell those Securities in the course of its business as a
broker-dealer. RBSSI may act as principal or agent in those transactions and
will make any sales at varying prices related to prevailing market prices at
the time of sale or otherwise. RBSSI may use this Pricing Supplement and the
accompanying Prospectus, Prospectus Supplement, Product Supplement No. 2-I and
Underlying supplement No. 1 in connection with any of those transactions. RBSSI
is not obligated to make a market in any of these Securities and may
discontinue any market-making activities at any time without notice.
RBSSI or an affiliate of RBSSI will enter into one or more hedging
transactions with us in connection with this offering of Securities. See "Use
of Proceeds" in the accompanying Product Supplement No. 2-I.
To the extent that the total aggregate face amount of the Securities being
offered by this Pricing Supplement is not purchased by investors in the
offering, one or more of our affiliates has agreed to purchase the unsold
portion, and to hold such Securities for investment purposes. See "Holding of
the Securities by our Affiliates and Future Sales" under the heading "Risk
Factors" in this Pricing Supplement.
15