SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
____________
FORM 11-K
ANNUAL REPORT
PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One):
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31,1999
-----------------------------------------------
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from ------------- to ------------------------
Commission file number 001-14624
A. Full title of the plan and the address of the plan, if different
from that of the issuer named below:
ABN AMRO GROUP PROFIT SHARING AND SAVINGS PLAN AND TRUST
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
ABN AMRO HOLDING N.V.
GUSTAV MAHLERLAAN 10, 1082 PP AMSTERDAM
THE NETHERLANDS
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the trustee of the ABN AMRO Group Profit Sharing and Savings Plan
and Trust has duly caused this annual report to be signed on its behalf
by the undersigned hereunto duly authorized.
ABN AMRO GROUP PROFIT SHARING AND
SAVINGS PLAN AND TRUST
Date June 19, 2000 /s/ Robert Thompson--------------------
---------------------------------------
Vice President, Trust and Asset
Management, LaSalle National Bank
<PAGE.
Report on Audits of Financial Statements
As of and for the years ended December 31, 1999 and 1998
and Supplemental Schedules
for the year ended December 31, 1999
ABN AMRO Group Profit Sharing and Savings Plan and Trust
Index
Pages
Report of Independent Auditors 1
Financial Statements:
Statements of Assets Available for Benefits,
December 31, 1999 and 1998 2
Statements of Changes in Assets Available
for Benefits for the years ended
December 31, 1999 and 1998 3
Notes to Financial Statements 4
Supplemental Schedules:
Item 27(d) - Schedule of Reportable Transactions
for the year ended December 31, 1999 9
Consent of Independent Auditors...........................10
Financial Statements and
Supplemental Schedule
ABN AMRO Group Profit Sharing
and Savings Plan
Years ended December 31, 1999 and 1998
with Report of Independent Auditors
Employer Identification #13-5268975
Plan #003
<PAGE>
ABN AMRO Group Profit Sharing and Savings Plan
Financial Statements and Supplemental Schedule
Years ended December 31, 1999 and 1998
Financial Statements:
Report of Independent Auditors.........................................1
Statements of Assets Available for Benefits............................2
Statements of Changes in Assets Available for Benefits.................3
Notes to Financial Statements..........................................4
Supplemental Schedule:
Schedule H, Line 4i - Schedule of Assets Held for Investment
Purposes at End of Year..............................................9
<PAGE>
Report of Independent Auditors
Members of the Committee Administering
the ABN AMRO Group Profit Sharing and Savings Plan
We have audited the accompanying statements of assets available for
benefits of the ABN AMRO Group Profit Sharing and Savings Plan as of
December 31, 1999 and 1998, and the related statements of changes in
assets available for benefits for the years then ended. These financial
statements are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statements
based on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for
our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the assets available for benefits of
the Plan at December 31, 1999 and 1998, and the changes in its assets
available for benefits for the years then ended, in conformity with
accounting principles generally accepted in the United States.
Our audits were performed for the purpose of forming an opinion on the
basic financial statements taken as a whole. The accompanying
supplemental schedule of assets held for investment purposes at end of
year as of December 31, 1999, is presented for purposes of additional
analysis and is not a required part of the financial statements but is
supplementary information required by the Department of Labor's Rules
and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. This supplemental schedule is
the responsibility of the Plan's management. This supplemental schedule
has been subjected to the auditing procedures applied in our audits of
the basic financial statements, and, in our opinion, is fairly stated in
all material respects in relation to the basic financial statements
taken as a whole.
/s/ ERNST & YOUNG LLP
Chicago, Illinois
June 19, 2000
1
<PAGE>
ABN AMRO Group Profit Sharing and Savings Plan EIN 13-5268975
Plan #003
Statements of Assets Available for Benefits
December 31
------------------------------------------------------------------------
1999 1998
------------------------------------------------------------------------
Assets
Cash..................................... $ - $ 2,123,632
Investments, at fair value:
Shares of registered investment
companies............................ 391,439,435 323,597,643
LaSalle National Bank Trust and
Asset Management Pooled Trust
Funds for Employee Benefit Plans..... 219,564,331 169,627,295
ABN AMRO Unitized ADR Fund............. 2,791,143 -
Loans to Participants.................. 21,366,601 17,696,812
-----------------------------
Total Investments 635,161,510 510,921,750
Accrued Investment Income Receivable..... - 753,028
Contributions Receivable:
Employers.............................. 21,025,996 26,364,193
Participants........................... - 1,551,893
-----------------------------
Total Contributions Receivable........... 21,025,996 27,916,086
-----------------------------
Assets Available for Benefits............ $656,187,506 $541,714,496
=============================
See Notes to Financial Statements.
2
<PAGE>
ABN AMRO Group Profit Sharing and Savings Plan EIN 13-5268975
Plan #003
Statements of Changes in Assets Available for Benefits
Year Ended December 31
------------------------------------------------------------------------
1999 1998
------------------------------------------------------------------------
Additions
Contributions:
Participants.......................... $ 51,114,889 $ 57,136,869
Employers............................. 32,332,503 35,721,247
Investment Income....................... 30,821,317 41,865,038
Transfer of Assets from Merged Plans.... - 2,380,168
------------ -----------
Total Additions......................... 114,268,709 137,103,322
Deduction
Benefits Paid to Participants........... 40,961,842 27,031,470
------------ -----------
Total Deductions........................ 40,961,842 27,031,470
Net Realized and Unrealized
Appreciation in Fair Value
of Investments........................ 41,166,143 21,684,534
------------ -----------
Net Increase............................ 114,473,010 131,756,386
Assets Available for Benefits
at Beginning of Year.................. 541,714,496 409,958,110
------------ -----------
Assets Available for Benefits
at End of Year........................ $656,187,506 $541,714,496
============ ============
See Notes to Financial Statements.
3
<PAGE>
ABN AMRO Group Profit Sharing and Savings Plan EIN 13-5268975
Plan #003
Notes to Consolidated Financial Statements
------------------------------------------------------------------------
1. Description of the Plan
---------------------------
The following description of the ABN AMRO Group Profit Sharing and
Savings Plan (the Plan) provides only general information. Participants
should refer to the Plan document and the Summary Plan Description for a
more complete description of the Plan's provisions.
The Plan is a defined-contribution plan covering all eligible employees
of ABN AMRO North America, Inc., affiliates and subsidiaries, and
employees of the offices of ABN AMRO Bank N.V. located in the United
States and the U.S. Virgin Islands (collectively, the Employers), except
those that may be covered by a foreign plan. The Plan is subject to the
provisions of the Employee Retirement Income Security Act of 1974
(ERISA).
Eligibility and Contributions: Any eligible employee who has commenced
participation in the Plan after having completed six months of service
is a "limited participant" as defined in the Plan. A limited
participant is eligible to participate only to the extent of electing
401(k) contributions to be made on their behalf and receiving Employer
matching contributions. Any employee who has completed two years of
service as defined in the Plan is eligible to fully participate in the
Plan. Full participants may receive contributions from the Employers
under the profit-sharing portion of the Plan. Special rules may apply
with respect to employees acquired in connection with certain merger or
acquisition transactions. A participant may contribute up to 13% of
basic annual compensation earned while a Plan participant, subject to
the limits under law. The Plan allows a participant to change this
contribution under certain conditions. The Employers make a matching
contribution equal to the lesser of 50% of the participant's elective
deferrals or 2% of such compensation, subject to the limits under law.
Employer contributions under the profit-sharing portion of the Plan are
made in discretionary amounts determined by the respective board of
directors of the Employers and are credited to each participant's
account based on the relationship of each participant's annual base
compensation earned while a participant to the total of such base
compensation of all Plan participants. For all these purposes,
compensation is limited by applicable law.
Effective December 31, 1998, the Cragin Federal Bank for Savings
Employee Stock Ownership Plan (the Cragin Plan) and the Trans Mutual
Investment Co., Inc. 401(k) Plan (the Trans Mutual Plan) were merged
with the Plan. At December 31, 1998, the assets of the Cragin Plan
($681,808), and the assets of the Trans Mutual Plan ($1,698,360) were
transferred into the Plan.
During 1999, employees of ABN AMRO Asia, Inc. and First Chicago NBD
Mortgage Company became eligible to participate in the Plan. Employees
formerly employed by Banco Real S.A. at a location within the United
4
<PAGE>
ABN AMRO Group Profit Sharing and Savings Plan EIN 13-5268975
Plan #003
States also became eligible to participate in the Plan during 1999.
During 1998, employees of Bankers Leasing Association, Inc. and Sage
Clearing Limited Partnership became eligible to participate in the Plan.
Employees of the companies listed above became participants in the Plan
subject to the eligibility requirements of the Plan. Certain employees
were granted credit for prior service for purposes of eligibility under
the Plan.
Effective September 30, 1997, the ChiCorp Inc. Employees' Profit Sharing
Plan (ChiCorp Plan) was terminated. Participant accounts were valued as
of June 30, 1998, and the majority of distributions occurred in
September 1998. Participants in the ChiCorp Plan had the option of
rolling over their account balances from the ChiCorp Plan to the ABN
AMRO Group Profit Sharing and Savings Plan.
Investment Options: The Plan offers thirteen investment options. There
are nine ABN AMRO Mutual Funds (formerly the Rembrandt funds) which
consist of the following: Balanced Fund; Growth Fund; International
Equity Fund; Asian Tigers Fund; Small Cap Growth Fund; Latin America
Equity Fund; Value Fund; Government Money Market Fund; and Taxable Fixed
Income Fund. There are two pooled funds of LaSalle Bank N.A. Trust and
Asset Management: the S&P 500 Index Fund and the Income Plus Fund. In
addition, there is the ABN AMRO Company Stock Unitized ADR Fund (ADR
Fund), which consists mainly of the American Depository Receipts of ABN
AMRO Holding N.V. (a party in interest to the Plan). Participants may
also invest in the Davis Real Estate Fund.
Participants are permitted to direct the trustees as to respective
percentages of their account balances to be invested in each investment
option and are permitted to periodically change those percentages and to
direct the trustees to transfer a percentage of their accounts invested
between the various funds. Contributions to the funds are invested
primarily in the pooled funds of LaSalle Bank N.A. Trust and Asset
Management and in the ABN AMRO family of mutual funds, both parties-in-
interest to the Plan.
Participant Accounts: Net earnings of the Plan are allocated to
participants' accounts when earned based on the relationship of each
participant's adjusted account balance to the total of all such adjusted
account balances with special adjustment for participant contributions
(e.g., elective deferrals, rollovers). Accounts are marked to market on
a daily basis. Participant account balances are fully vested at all
times.
Payment of Benefits: In the event of retirement, termination of
employment, death of a participant, or total disability while employed,
the participant's account may be distributed to the participant or
beneficiary (in the event of the participant's death) through the
payment of installments over a fixed period of time or in payment of a
lump sum. Also, under certain circumstances, a participant may withdraw
a portion or all of certain of the amounts credited to his or her
account. Special annuity and optional forms of payment apply to certain
amounts transferred to the Plan from another plan in a merger.
5
<PAGE>
ABN AMRO Group Profit Sharing and Savings Plan EIN 13-5268975
Plan #003
Plan Termination: Although it has not expressed any intent to do so,
the Employers have the right under the Plan to discontinue their
contribution at any time and to terminate the Plan subject to the
provisions of ERISA. In the event of Plan termination, the account of
each participant shall be distributed to him or her.
------------------------------------------------------------------------
2. Significant Accounting Policies
Use of Estimates: The preparation of financial statements in conformity
with accounting principles generally accepted in the United States
requires management to make estimates and assumptions that affect the
amounts reported in the financial statements and accompanying notes.
Actual results could differ from those estimates.
Valuation of Investments: The Plan's investments are stated at fair
value. Money market accounts and loans to participants are valued at
cost which approximates fair value. The shares of registered investment
companies are valued at quoted market prices. The pooled trust funds
for employee benefit plans are valued at quoted redemption value. The
fair value of the ADR Fund is based on the market value of the ABN AMRO
Holding N.V. American Depository Receipts traded on the New York Stock
Exchange.
Investment Income Recognition: Purchases and sales of securities are
recorded on a trade-date basis. Investment income is recorded on the
accrual basis.
------------------------------------------------------------------------
3. Investments
---------------
The Plan's investments are held by a LaSalle Bank N.A. Trust and Asset
Management* (the Trustee) administered trust fund. Riggs National Bank
has been retained as custodian for the ADR Fund and as the Plan's
subcustodian.
Appreciation in the fair value of the Plan's investments (including
investments bought, sold, as well as held during the year) is as
follows:
6
<PAGE>
ABN AMRO Group Profit Sharing and Savings Plan EIN 13-5268975
Plan #003
------------------------------------------------------------------------
1999 1998
------------------------------------------------------------------------
Appreciation Appreciation
in Fair Value Fair Value in Fair Value Fair Value
During at End During at End
Year of Year Year of Year
----------------------------------------------------
Fair Value as
Determined by
Quoted Market
Price:
Shares of
Registered
Investment
Companies....... $18,726,860 $391,439,435 $ 2,717,420 $323,597,643
ABN AMRO
Unitized
ADR Fund....... 276,078 2,791,143 - -
----------------------------------------------------
Total.............. 19,002,938 394,230,578 2,717,420 323,597,643
Fair Value as
Determined by
Quoted Redemption
Value:
LaSalle Bank N.A.
Trust and Asset
Management*
Pooled Trust
Funds for
Employee
Benefit Plans... 22,163,205 219,564,331 18,967,114 169,627,295
----------------------------------------------------
Total.............. 22,163,205 219,564,331 18,967,114 169,627,295
Fair Value
Approximates
Cost:
Loans to
Participants..... - 21,366,601 - 17,696,812
----------------------------------------------------
Total.............. - 21,366,601 - 17,696,812
----------------------------------------------------
Total
Appreciation
in Fair Value..... $41,166,143 $635,161,510 $21,684,534 $510,921,750
====================================================
------------------------------------------------------------------------
*Indicates a party in interest to the Plan
The fair value of individual investments that represent 5% or more of
the Plan's assets is as follows:
7
<PAGE>
ABN AMRO Group Profit Sharing and Savings Plan EIN 13-5268975
Plan #003
-----------------------------------------------------------------------
1999 1998
-----------------------------------------------------------------------
LaSalle Bank N.A. Trust and Asset
Management* Pooled Trust Funds
for Employee Benefit Plans:
S&P 500 Index Fund................. $136,736,059 $ 94,110,367
Income Plus Fund................... 82,828,272 75,516,928
ABN AMRO* Equity Mutual Funds:
Growth Fund.......................... 118,740,501 103,613,804
Balanced Fund........................ 58,450,304 53,401,683
Value Fund........................... 53,032,583 46,304,915
International Equity Fund............ 44,075,924 27,570,552
ABN AMRO* Government Money Market Fund. 69,778,616 51,203,034
ABN AMRO* Taxable Fixed Income Fund.... 23,900,493 28,568,522
*Indicates a party in interest to the Plan
------------------------------------------------------------------------
4. Transactions With Parties in Interest
-----------------------------------------
LaSalle National Corporation, a participating Employer in the Plan,
provides all services for the Plan and pays all costs incurred. Such
costs include fees for trust services performed by the Trustee.
------------------------------------------------------------------------
------------------------------------------------------------------------
5. Income Tax Status
-----------------------------------------
The Internal Revenue Service has ruled that the Plan qualifies under
section 401(a) of the Internal Revenue Code (the Code), and therefore,
the related trust is not subject to tax under present income tax law.
The Plan is required to operate in conformity with the Code to maintain
its qualification. The Committee administering the Plan is not aware of
any course of action or series of events that have occurred that might
adversely affect the Plan's qualified status.
------------------------------------------------------------------------
6. Reconciliation of Financial Statements to Form 5500
-----------------------------------------
The following is a reconciliation of assets available for benefits per
the financial statements to the Form 5500:
-----------------------------------------------------------------------
1999 1998
-----------------------------------------------------------------------
Assets Available for Benefits Per
the Financial Statements $656,187,506 $541,714,496
Amounts Allocated to Withdrawn
Participants - (1,971,767)
Net Assets Available for Benefits
Per Form 5500 $656,187,506 $539,742,729
-----------------------------------------------------------------------
8
<PAGE>
ABN AMRO Group Profit Sharing and Savings Plan EIN 13-5268975
Plan #003
The following is a reconciliation of distributions to participants per
the financial statements to the Form 5500:
------------------------------------------------------------------------
Year Ended December 31
------------------------------------------------------------------------
1999 1998
------------------------------------------------------------------------
Benefits Paid to Participants $40,961,842 $27,031,470
Add: Amount Allocated...............
to Withdrawing Participants
at December 31..................... - 1,971,767
Less: Amount Allocated
to Withdrawing Participants
at January 1....................... (1,971,767) (1,173,108)
---------------------------------
Benefits Paid to Participants
Per the Form 5500.................. $38,990,075 $27,830,129
=================================
------------------------------------------------------------------------
Amounts allocated to withdrawn participants are recorded on the Form
5500 for benefit claims that have been processed and approved for
payment prior to year end but not yet paid.
9
<PAGE>
Supplemental Schedule
<PAGE>
ABN AMRO Group Profit Sharing and Savings Plan EIN 13-5268975
Plan #003
Schedule H, Line 4i - Schedule of Assets Held for Investment Purposes at
End of Year
December 31, 1999
-----------------------------------------
Identity of Issue, Borrower, Description of Investment or Current
Lessor, or Similar Party Number of Shares/Units Value
------------------------------------------------------------------------
LaSalle Bank N.A. Trust and
Asset Management*
Pooled Trust Funds
for Employee Benefits Plans:
S&P 500 Index Fund............ 3,883,113 $136,736,059
Income Plus Fund 82,828,272 82,828,272
------------
Total Pooled Trust Funds 219,564,331
Shares of registered investment companies:
ABN AMRO* Equity Mutual Funds:
Growth Fund 6,808,515 118,740,501
Balanced Fund 4,887,149 58,450,304
Value Fund 4,159,418 53,032,583
International Equity Fund 1,757,413 44,075,924
Asian Tigers Fund 1,276,044 13,934,405
Small Cap Growth Fund 452,463 6,406,873
Latin American Equity Fund 139,622 1,950,522
ABN AMRO* Government Money Market Fund 69,778,616 69,778,616
ABN AMRO* Taxable Fixed Income Fund 2,497,439 23,900,493
Davis Real Estate Fund 63,996 1,169,214
------------
Total shares of registered investment
companies 391,439,435
ABN AMRO* Unitized ADR Fund 239,357 2,791,143
Loans to participants Promissory notes,
varying rates
(7.5% to 11.5%)
and varying maturities 21,366,601
------------
Total investments $635,161,510
------------
------------
*Indicates party in interest to the Plan.
9
<PAGE>
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration
Statement (Form S-8 No. 333-74703) pertaining to the ABN AMRO Group
Profit Sharing and Savings Plan of our report dated June 19, 2000, with
respect to the financial statements and supplemental schedule of the ABN
AMRO Group Profit Sharing and Savings Plan included in this Annual
Report (Form 11-K) for the year ended December 31, 1999.
/s/ ERNST & YOUNG LLP
Chicago, Illinois
June 28, 2000
10
<PAGE>
SRZNY\747669v1
