Filed
pursuant to Rule 433
August
2, 2007
Relating
to Preliminary Pricing Supplement No. 211 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 – August 2, 2007
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11.00%
(PER ANNUM), ONE YEAR
RENT-A-CENTER,
INC. KNOCK-IN REXSM
SECURITIES DUE AUGUST 22, 2008
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OFFERING
PERIOD: AUGUST 2, 2007 – AUGUST 17,
2007
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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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11.00%
(Per
Annum), One Year Reverse Exchangeable Securities due August 22, 2008
linked to the Underlying Stock 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 22nd day of each
month
starting on September 22, 2007 and ending on the Maturity
Date.
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Underlying
Stock
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Ticker
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Coupon
Rate
Per
annum
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Interest
Rate
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Put
Premium
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Knock-in
Level
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CUSIP
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ISIN
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Rent-A-Center,
Inc.
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RCII
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11.00%
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5.09%
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5.91%
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70%
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00078UTG5
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US00078UTG57
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Denomination/Principal:
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$1,000
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Issue
Price:
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100%
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Payment
at Maturity:
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The
payment at
maturity for each Security is based on the performance of the Underlying
Stock linked to such Security:
i)
If the
closing price of the Underlying Stock on the primary U.S. exchange
or
market for such Underlying Stock 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 Stock on the primary U.S. exchange
or
market for such Underlying Stock 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 Stock equal to
the Stock Redemption Amount, in the event that the closing price of
the Underlying Stock 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 Stock on the Determination Date is
at or
above the Initial Price.
You
will
receive cash in lieu of fractional shares.
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Initial
Price:
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100%
of the
Closing Price of the Underlying Stock on the Pricing
Date.
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Stock
Redemption Amount:
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For
each
$1,000 principal amount of Security, a number of shares of the Underlying
Stock 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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Pricing
Date:
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August
17,
2007 subject to certain adjustments as described in the related pricing
supplement
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Settlement
Date:
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August
21,
2007
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Determination
Date:
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August
19,
2008 subject to certain adjustments as described in the related pricing
supplement
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Maturity
Date:
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August
22,
2008 (One Year)
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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 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=getcompany>.
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 interest paying, non-principal protected securities issued by
us,
ABN AMRO Bank N.V., and are fully and unconditionally guaranteed by our parent
company, ABN AMRO Holding N.V. The Securities are senior notes of ABN AMRO
Bank
N.V. These Securities combine certain features of debt and equity by offering
a
fixed interest rate on the principal amount while the payment at maturity is
determined based on the performance of the Underlying Stock to which it is
linked.
What
will I
receive at maturity of the Securities?
If
the closing price of the Underlying Stock linked to a Security on the relevant
exchange has not fallen below the applicable Knock-In Level on any trading
day
from but not including the Pricing Date to and including the Determination
Date
(such period, the “Knock-In Period”), at maturity we will pay you the principal
amount of such Security in cash.
If,
on the other hand, the closing price of the applicable Underlying Stock on
the
relevant exchange has fallen below the applicable Knock-In Level on any trading
day during the Knock-In Period, at maturity we will either:
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deliver
to you
a fixed number of shares of such Underlying Stock, which we call
the Stock
Redemption Amount, in exchange for such Security, in the event that
the
closing price of such Underlying Stock 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 such Security in cash, in the event that the
closing
price of such Underlying Stock is at or above the applicable Initial
Price
on the Determination Date.
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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 applicable
Underlying Stock. The premium due to you for this put option is combined with
a
market interest rate on our senior debt to produce the higher interest rate
on
the Securities.
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 applicable Underlying Stock on the relevant exchange
falls below the applicable Knock-In Level on any trading day during the Knock-In
Period, and on the Determination Date the closing price of the applicable
Underlying Stock is less than the applicable Initial Price, you will receive
the
applicable Stock Redemption Amount. The market value of the shares of
such Underlying Stock 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
Stock Redemption Amount determined?
The
Stock Redemption Amount for each $1,000 principal amount of any Security is
equal to $1,000 divided by the Initial Price of the Underlying Stock linked
to
such Security. The value of any fractional shares of such Underlying Stock
that
you are entitled to receive, after aggregating your total holdings of the
Securities linked to such Underlying Stock, will be paid in cash based on the
closing price of such Underlying Stock on the Determination Date.
What
interest payments can I expect on the Securities?
The
interest rate is fixed at issue and is payable in cash on each interest payment
date, irrespective of whether the Securities are redeemed at maturity for cash
or shares.
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 a share of underlying stock was $45.00 and the knock-in
level for such offering was 80%, then the stock redemption amount would be
22.222 shares of underlying stock, or $1,000 divided by $45.00, and the knock-in
level would be $36.00, or 80% of the initial price.
If
the closing price of that hypothetical underlying stock fell below the knock-in
level of $36.00 on any trading day during the Knock-in Period, then the payment
at maturity would depend on the closing price of the underlying stock on the
determination date. In this case, if the closing price of the underlying stock
on the determination date is $30.00 per share at maturity, which is below the
initial price level, you would receive 22.222 shares of underlying stock for
each $1,000 principal amount of the securities. (In actuality, because we cannot
deliver fractions of a share, you would receive on the maturity date
for
each
$1,000
principal amount of the securities 22 shares of underlying stock plus $6.66
cash
in lieu of 0.222 fractional shares, determined by multiplying 0.222 by $30.00,
the closing price per shares of underlying stock on the determination date.)
In
addition, over the life of the securities you would have received interest
payments at a rate of 10% per annum. In this hypothetical example, the
market value of those 22 shares of underlying stock (including the cash paid
in
lieu of fractional shares) that we would deliver to you at maturity for each
$1,000 principal amount of security would be $666.66, 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 stock on the determination date is $50.00 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 stock never falls below $36.00, which is
the
knock-in level, on any trading day during the Knock-in Period, at maturity
you
will receive $1,000 in cash for each security you hold regardless of the closing
price of the underlying stock on the determination date. In addition, over
the
life of the securities you would have received interest payments at a rate
of
10% per annum.
This
example
is for illustrative purposes only and is based on a hypothetical
offering. It is not possible to predict the closing price of any of
the Underlying Stocks on the determination date or at any time during the life
of the Securities. For each offering, we will set the Initial Price,
Knock-In Level and Stock Redemption Amount on the Pricing Date.
Do
I benefit
from any appreciation in the Underlying Stock over the life of the
Securities?
No.
The amount paid at maturity for each $1,000 principal amount of the Securities
will not exceed $1,000.
What
if I
have more questions?
You
should read the “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 applicable
Underlying Stock falls below the applicable 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 applicable Underlying Stock below the closing price
of such Underlying Stock on the date the Securities were
priced. Accordingly, investors may lose some or all of their
initial investment in the Securities.
Limited
Return
The
amount payable under the Securities will never exceed the original principal
amount of the Securities plus the applicable aggregate fixed coupon payment
investors earn during the term of the Securities. This means that
investors will not benefit from any price appreciation in the applicable
Underlying Stock, nor will they receive dividends paid on the applicable
Underlying Stock, 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 applicable Underlying Stock 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 Stock 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 applicable Underlying Stock, volatility and
interest rates.
In
addition, the price, if any, at which we or another party are willing to
purchase Securities in secondary market transactions will likely be lower than
the issue price, since the issue price included, and secondary market prices
are
likely to exclude, commissions, discounts or mark-ups paid with respect to
the
Securities, as well as the cost of hedging our obligations under the
Securities.
Tax
Risk
Pursuant
to the
terms of the Knock-in Reverse Exchangeable Securities, we and every investor
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 applicable Underlying Stock), the investor will
not recognize any gain or loss in respect of the Put Option, but the investor’s
tax basis in the applicable Underlying Stock received will be reduced by the
Put
Premium received.
Significant
aspects
of the U.S. federal income tax treatment of the Securities are uncertain, and
no
assurance can be given that the Internal Revenue Service will accept, or a
court
will uphold, the tax treatment described above.
This
summary is
limited to the federal tax issues addressed herein. Additional issues may exist
that are not addressed in this summary and that could affect the federal tax
treatment of the transaction. This tax summary was written in
connection with the promotion or marketing by ABN AMRO Bank N.V. and the
placement agent of the Knock-in Reverse Exchangeable Securities, and it cannot
be used by any investor for the purpose of avoiding penalties that may be
asserted against the investor under the Internal Revenue Code. Investors
should seek their own advice based on their particular circumstances from an
independent tax advisor.
Reverse
Exchangeable
is a Service Mark of ABN AMRO Bank N.V.
5