FORM
6-K
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C.
20549
Report
of Foreign Private Issuer
Pursuant
to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of
1934
For
May 31, 2007
Commission
File Number: 001-14624
ABN
AMRO HOLDING N.V.
Gustav
Mahlerlaan 10
1082 PP Amsterdam
The
Netherlands
(Address
of principal
executive offices)
Indicate
by check mark whether the registrant files or will file
annual reports under cover of Form 20-F or Form 40-F.
Indicate
by check mark if the registrant is submitting the Form 6-K
in paper as permitted by Regulation S-T Rule 101(b)(1): ____
Indicate
by check mark if the registrant is submitting the Form 6-K
in paper as permitted by Regulation S-T Rule 101(b)(7): ____
Indicate
by check mark whether the registrant by furnishing the
information contained in this Form is also thereby furnishing the
information to the Commission pursuant to Rule 12g3-2(b) under the
Securities Exchange Act of 1934.
If
“Yes” is marked, indicate below the file number assigned to the registrant
in connection with Rule 12g3-2(b): 82-_____
(This
message has been sent to all ABN
AMRO Group staff worldwide.)
Dear
colleagues,
We
received a proposed offer
yesterday from the consortium of Royal
Bank of Scotland, Santander and Fortis. Many of you will have read the proposed
offer or seen coverage in the media, and many of you undoubtedly have questions.
What's
changed is that there are now two
proposed offers on the table – the one from Barclays
and the one from the consortium. The
difference between them at this point is that the Barclays offer is agreed
with
ABN AMRO and recommended by the Managing Board and Supervisory
Board.
Both
Boards will now
carefully consider the consortium's 49-page proposed offer and examine its
implications for ABN AMRO, our shareholders and all other
stakeholders.
Today's
press
release also mentions
that three Supervisory
Board members are now part of a 'Transaction Committee' and will liaise with
the
Managing Board, key staff and advisers on all matters regarding the recommended
offer by Barclays and the proposed offer by the consortium. Needless to say,
all
three are thoroughly versed in these developments and have already been working
closely with the Managing Board on them. I'm confident that the Transaction
Committee will add value to this complicated process, providing shorter lines
of
communication and decision-making, all within our corporate governance
structure.
Although
the
consortium's proposed offer finally provides more clarity, the uncertainty
is
far from over. A critical element remains the future of LaSalle, to be decided
by a Dutch Supreme Court ruling and a possible Extraordinary General Meeting
of
Shareholders (EGM). An additional next step will include a Fortis EGM (required
to approve their proposed equity issue) and any potential EGMs held by the
other
consortium banks. The specific timing of these events is unknown, but most
are
expected to take place between the end of June and August.
I'd
like to mention the feedback I've
received that some colleagues are frustrated at not being pre-informed about
developments. Although I can certainly understand this frustration, legal
constraints simply dictate that I can't inform you before the information
is
within the public domain. I do hope you understand and realise that the BU
heads
and I do our best to give you the most up-to-date information with the aim
to
alleviate your uncertainties.
All
of us at every level of the
organisation are experiencing this uncertainty in different ways, but one
thing
we all have in common is our dedication to our clients and business. I hope
you
are as inspired as I am to hear about the unfaltering good work so many of
us
are doing, which is translating into revenues for the bank and satisfaction
for
our clients.
Keep
up the good
work!
Kind
regards,
Rijkman
Groenink
Chairman
of the
Managing Board
This
document shall not constitute an offer to sell or the solicitation of an
offer
to buy any securities, nor shall there be any sale of securities, in any
jurisdiction in which such offer, solicitation or sale would be unlawful
prior
to registration or qualification under the securities laws of any such
jurisdiction.
Cautionary
statement regarding forward-looking statements
This
announcement contains forward-looking statements. Forward-looking statements
are
statements that are not historical facts, including statements about our
beliefs
and expectations. Any statement in this announcement that expresses or
implies
our intentions, beliefs, expectations or predictions (and the assumptions
underlying them) is a forward-looking statement. These statements are based
on
plans, estimates and projections, as they are currently available to the
management of ABN AMRO Holding N.V. (“ABN AMRO”). Forward-looking statements
therefore speak only as of the date they are made, and we take no obligation
to
update publicly any of them in light of new information or future
events.
Forward-looking
statements involve inherent risks and uncertainties. A number of important
factors could therefore cause actual future results to differ materially
from
those expressed or implied in any forward looking statement. Such factors
include, without limitation, the consummation of our proposed merger with
Barclays PLC (“Barclays”); the completion of our proposed disposition of
LaSalle; the conditions in the financial markets in Europe, the United
States,
Brazil and elsewhere from which we derive a substantial portion of our
trading
revenues; potential defaults of borrowers or trading counterparties; the
implementation of our restructuring including the envisaged reduction in
headcount; the reliability of our risk management policies, procedures
and
methods; the outcome of ongoing criminal investigations and other regulatory
initiatives related to compliance matters in the United States and the
nature
and severity of any sanctions imposed; and other risks referenced in our
filings
with the US Securities and Exchange Commission. For more information on
these
and other factors, please refer to Part I: Item 3.D “Risk Factors” in our Annual
Report on Form 20-F filed with the US Securities and Exchange Commission
and to
any subsequent reports furnished or filed by us with the US Securities
and
Exchange Commission. The forward-looking statements contained in this
announcement are made as of the date hereof, and the companies assume no
obligation to update any of the forward-looking statements contained in
this
announcement.
Additional
Information and Where to Find it
In
connection with the proposed business combination transaction between Barclays
and ABN AMRO, Barclays expects that it will file with the US Securities
and
Exchange Commission a Registration Statement on Form F-4 which will contain
a
prospectus, a Tender Offer Statement on Schedule TO and other relevant
materials. In addition, ABN AMRO expects that it will file with the US
Securities and Exchange Commission a Solicitation/Recommendation Statement
on
Schedule 14D-9 and other relevant materials. Such documents, however, are
not
currently available.
INVESTORS
ARE URGED TO READ ANY DOCUMENTS REGARDING THE POTENTIAL TRANSACTION IF
AND WHEN
THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION.
Investors
will be able to obtain a free copy of such filings without charge, at the
SEC's
website (http://www.sec.gov) once such documents are filed with the SEC.
Copies
of such documents may also be obtained from Barclays and ABN AMRO, without
charge, once they are filed with the SEC.
The
publication and distribution of this document and any separate documentation
regarding the intended Offer, the making of the intended Offer and the
issuance
and offering of shares may, in some jurisdictions, be restricted by law.
This
document is not being published and the intended Offer is not being made,
directly or indirectly, in or into any jurisdiction in which the publication
of
this announcement and the making of the intended Offer would not be in
compliance with the laws of that jurisdiction. Persons who come into possession
of this announcement should inform themselves of and observe any of these
restrictions. Any failure to comply with these restrictions may constitute
a
violation of the securities laws of that jurisdiction.