As filed with the Securities and Exchange Commission on November 2, 2000
Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM F-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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ABN AMRO BANK N.V.
(Exact name of registrant as specified in its charter)
The Netherlands Not Applicable
(State or other jurisdiction (I.R.S. Employer Identification Number)
of incorporation or organization)
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Gustav Mahlerlaan 10,
1082 PP Amsterdam
The Netherlands
(31-20) 628 9393
(Address and telephone number of registrant's principal executive offices)
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Willie J. Miller, Jr., Esq.
ABN AMRO North America, Inc.
Chief Legal Officer and Executive Vice President
135 South LaSalle Street
Chicago, IL 60674
(312) 904-2018
(Name, address and telephone number of agent for service)
-----------------------
Copies To:
Michael R. Littenberg, Esq. Deanna L. Kirkpatrick, Esq.
Schulte Roth & Zabel LLP Davis Polk & Wardwell
900 Third Avenue 450 Lexington Avenue
New York, New York 10022 New York, New York 10017
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Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this Registration Statement as determined
by market conditions.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. o
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, as amended (the "Securities Act"), please check the following box. |X|
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. o
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, please check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. o
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. o
<TABLE>
CALCULATION OF REGISTRATION FEE
====================================================================================================================================
Proposed Maximum Proposed Maximum
Title of Each Class of Offering Price Per Aggregate Amount of
Securities to be Registered Amount to be Registered Unit Offering Price (1) Registration Fee
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Debt Securities..................... $500,000,000(2)(3) 100% $500,000,000 $132,000
====================================================================================================================================
</TABLE>
(1) Estimated pursuant to Rule 457(o) under the Securities Act of 1933, as
amended, solely for the purpose of calculating the registration fee.
(2) In U.S. dollars or equivalent thereof in foreign denominated coin or
currency or currency units or, if any securities are issued at original
issue discount, such greater amount as shall result in an aggregate
initial offering price of $500,000,000.
(3) This Registration Statement also relates to offers and sales of debt
securities in connection with market-making transactions by and through
affiliates of the registrant, including ABN AMRO Incorporated.
The Registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act or until the registration statement shall become effective
on such date as the Securities and Exchange Commission (the "Commission"),
acting pursuant to Section 8(a), may determine.
================================================================================
<PAGE>
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN
OFFER TO SELL THESE SECURITIES AND WE ARE NOT SOLICITING OFFERS TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
PRELIMINARY PROSPECTUS (Subject to Completion)
Issued November 1, 2000
ABN AMRO BANK N.V.
(Incorporated with limited liability under the laws of
The Netherlands with corporate seat in Amsterdam)
$500,000,000 Debt Securities
We, ABN AMRO Bank N.V., may offer from time to time debt securities. This
prospectus describes the general terms of these securities and the general
manner in which we will offer the securities. The specific terms of any
securities we offer will be included in a supplement to this prospectus. The
prospectus supplement will also describe the specific manner in which we will
offer the securities.
These securities are not insured by the Federal Deposit Insurance Corporation
or any other federal agency.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
The Bank's principal executive offices are at Gustav Mahlerlaan 10, 1082 PP
Amsterdam, The Netherlands, and our telephone number is (31-20) 628 9393.
ABN AMRO Incorporated
, 2000
<PAGE>
ABOUT THIS PROSPECTUS
This prospectus is part of a Registration Statement that we filed with the
Securities and Exchange Commission (the "Commission") utilizing a "shelf"
registration process. Under this shelf process, we may, from time to time, sell
the debt securities described in the prospectus in one or more offerings up to
a total dollar amount of $500,000,000 or the equivalent of this amount in
foreign currencies or foreign currency units.
This prospectus provides you with a general description of the securities
we may offer. Each time we sell securities, we will provide a prospectus
supplement that will contain specific information about the terms of the
offering. The prospectus supplement may also add, update or change information
contained in this prospectus. You should read both this prospectus and any
prospectus supplement together with additional information described under the
heading "Where You Can Find Additional Information" beginning on page 2 of this
prospectus.
Following the initial distribution of an offering of securities, ABN AMRO
Incorporated and other affiliates of ours may offer and sell those securities
in the course of their businesses as broker-dealers. ABN AMRO Incorporated and
other affiliates of ours may act as a principal or agent in these transactions.
This prospectus and the applicable prospectus supplement will also be used in
connection with those transactions. Sales in any of those transactions will be
made at varying prices related to prevailing market prices and other
circumstances at the time of sale.
The debt securities may not be offered or sold anywhere in the world
except in compliance with the requirements of the Dutch Securities Market
Supervision Act 1995 (Wet toezicht effectenverkee).
The terms the "Bank," "we," "us," and "our" refer to ABN AMRO Bank N.V.
<PAGE>
WHERE YOU CAN FIND ADDITIONAL INFORMATION
Our parent corporation, ABN AMRO Holding N.V., is subject to the
informational requirements of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), and in accordance therewith, we and ABN AMRO Holding N.V.
file reports and other information with the SEC. You may read and copy these
documents at the SEC's public reference room at Room 1024, Judiciary Plaza, 450
Fifth Street, N.W., Washington, D.C. 20549, and at the SEC's regional offices
at Northeast Regional Office, Seven World Trade Center, Suite 1300, New York,
New York 10048 and Midwest Regional Office, Citicorp Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661. Copies of this material can also
be obtained from the Public Reference Room of the SEC at Judiciary Plaza, 450
Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates. Please call the
SEC at 1-800-SEC-0330 for further information about the Public Reference Room.
The SEC also maintains an Internet website that contains reports and other
information regarding us and ABN AMRO Holding N.V. that are filed through the
SEC's Electronic Data Gathering, Analysis and Retrieval (EDGAR) System. This
website can be accessed at http://www.sec.gov. You can find information we and
ABN AMRO Holding N.V. have filed with the SEC by reference to file numbers
1-14624 and 5-52647.
This prospectus is part of a registration statement we filed with the SEC.
This prospectus omits some information contained in the registration statement
in accordance with SEC rules and regulations. You should review the information
and exhibits in the registration statement for further information on us and
the securities we are offering. Statements in this prospectus concerning any
document we filed as an exhibit to the registration statement or that we or ABN
AMRO Holding N.V. otherwise filed with the SEC are not intended to be
comprehensive and are qualified by reference to these filings. You should
review the complete document to evaluate these statements.
The SEC allows us to incorporate by reference much of the information we
or ABN AMRO Holding N.V. file with them, which means that we can disclose
important information to you by referring you to those publicly available
documents. The information that we incorporate by reference in this prospectus
is considered to be part of this prospectus. Because we are incorporating by
reference future filings with the SEC, this prospectus is continually updated
and those future filings may modify or supersede some of the information
included or incorporated in this prospectus. This means that you must look at
all of the SEC filings that we incorporate by reference to determine if any of
the statements in this prospectus or in any document previously incorporated by
reference have been modified or superseded. This prospectus incorporates by
reference the documents listed below and any future filings we or ABN AMRO
Holding N.V. make with the SEC (including any Form 6-K's we or ABN AMRO Holding
N.V. subsequently file with the SEC and specifically incorporate by reference
into this prospectus) under Section 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934 until we complete our offering of the securities to be
issued under the registration statement or, if later, the date on which any of
our affiliates cease offering and selling these securities:
(a) the Annual Report on Form 20-F of ABN AMRO Holding N.V. and ABN AMRO
Bank N.V. for the year ended December 31, 1999; and
(b) the Reports on Form 6-K dated (A) March 15, 2000 (press release of
ABN AMRO Holding N.V. announcing (1) the approval of a proposal
empowering the Executive Committee of Stichting Administratiekantoor
ABN AMRO Holding N.V. to authorize holders of depository receipts for
preference shares to vote at the Annual Shareholders' Meeting of ABN
AMRO Holding N.V. and (2) the annual figures of ABN AMRO Holding N.V.
for 1999), (B) May 31, 2000 (press release of ABN AMRO Bank N.V.
announcing the restructuring of its business into three business
units consisting of Wholesale Clients, Retail Clients and Private
Clients & Asset Management) and (C) August 17, 2000 (press release of
ABN AMRO Holding N.V. announcing its 2000 interim results).
You may request, at no cost to you, a copy of these documents (other than
exhibits not specifically incorporated by reference) by writing or telephoning
us at: ABN AMRO Bank N.V., ABN AMRO Investor Relations Department,
Hoogoorddreef 66-68, P.O. Box 283, 1101 BE Amsterdam, The Netherlands
(Telephone: (31-20) 628 3842).
2
<PAGE>
CONSOLIDATED RATIOS OF EARNINGS TO FIXED CHARGES
The following table sets forth our consolidated ratios of earnings to
fixed charges for the periods indicated.
<TABLE>
(Unaudited)
Six Months Ended Year ended December 31,
------------------- ------------------------------------------------
June 30, June 30,
2000 1999 1999 1998 1997 1996 1995
-------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Excluding Interest on Deposits(1).... 2.04 2.09 2.09 1.96 1.88 1.94 1.80
Including Interest on Deposits(1).... 1.20 1.21 1.21 1.16 1.18 1.18 1.15
</TABLE>
---------
(1) Deposits include Banks and Total customer accounts. See the Consolidated
Financial Statements incorporated by reference herein.
3
<PAGE>
ABN AMRO BANK N.V.
ABN AMRO Holding N.V. ("Holding") was incorporated under The Netherlands
law by deed of May 30, 1990 as the holding company of ABN AMRO Bank N.V. (the
"Bank"). Holding's main purpose is to own the Bank and its subsidiaries.
Holding owns all of the shares of the Bank and is jointly and severally liable
for all liabilities of the Bank. The Bank traces its origin to the formation of
the "Nederlandsche Handel--Maatschappij, N.V." in 1825 pursuant to a Dutch
Royal Decree of 1824.
The ABN AMRO group ("ABN AMRO"), which consists of Holding and its
subsidiaries, including the Bank, is a global banking group offering a wide
range of commercial and investment banking products and services on a global
basis through its network of approximately 3,500 offices and branches in 76
countries and territories (as of December 31, 1999). ABN AMRO is the largest
banking group based in The Netherlands with total consolidated assets of EUR
457.9 billion at December 31, 1999. ABN AMRO has a substantial presence in the
United States, where it is one of the largest foreign banking groups based on
total assets held in the country. ABN AMRO also has a substantial presence in
Brazil where it acquired Banco Real, the fourth largest privately held bank in
the country in November 1998. During 1999, ABN AMRO also established a presence
in Italy.
4
<PAGE>
USE OF PROCEEDS
We will use the net proceeds from the sale of the securities we offer by
this prospectus for general corporate purposes, in connection with hedging our
obligations under the securities, or for any other purposes described in the
applicable prospectus supplement. General corporate purposes may include
additions to working capital, investments in or extensions of credit to our
subsidiaries and the repayment of indebtedness.
5
<PAGE>
DESCRIPTION OF DEBT SECURITIES
General
The following description of the terms of the debt securities contains
certain general terms that may apply to the debt securities. The specific terms
of any debt securities will be described in the prospectus supplement relating
to those debt securities.
The debt securities will be issued under an Indenture (the "Indenture"),
between us and The Chase Manhattan Bank ("Chase"), as Trustee.
We have summarized below the material provisions of the Indenture and the
debt securities, or indicated which material provisions will be described in
the related prospectus supplement. These descriptions are only summaries, and
each investor should refer to the Indenture, which describes completely the
terms and definitions summarized below and contains additional information
regarding the debt securities. Where appropriate, we use parentheses to refer
you to the particular sections of the Indenture. Any reference to particular
sections or defined terms of the Indenture in any statement under this heading
qualifies the entire statement and incorporates by reference the applicable
section or definition into that statement.
The debt securities will be our direct, unsecured general obligations. The
debt securities will have the same rank in liquidation as all of our other
unsecured and unsubordinated debt.
Payments
We may issue debt securities from time to time in one or more series. The
provisions of the Indenture allow us to "reopen" a previous issue of a series
of debt securities and issue additional debt securities of that series. The
debt securities may be denominated and payable in U.S. dollars or foreign
currencies. We may also issue debt securities, from time to time, with the
principal amount or interest payable on any relevant payment date to be
determined by reference to one or more currency exchange rates, securities or
baskets of securities, commodity prices or indices. Holders of these types of
debt securities will receive payments of principal or interest that depend upon
the value of the applicable currency, security or basket of securities,
commodity or index on the relevant payment dates.
Debt securities may bear interest at a fixed rate, which may be zero, or a
floating rate. Debt securities bearing no interest or interest at a rate that
at the time of issuance is below the prevailing market rate may be sold at a
discount below their stated principal amount.
Terms Specified in Prospectus Supplement
The prospectus supplement will contain, where applicable, the following
terms of and other information relating to any offered debt securities:
o the specific designation;
o aggregate principal amount, purchase price and denomination;
o currency in which the debt securities are denominated and/or in which
principal, and premium, if any, and/or interest, if any, is payable;
o date of maturity;
o the interest rate or rates or the method by which the calculation
agent will determine the interest rate or rates, if any;
6
<PAGE>
o the interest payment dates, if any;
o the place or places for payment of the principal of and any premium
and/or interest on the debt securities;
o any repayment, redemption, prepayment or sinking fund provisions,
including any redemption notice
provisions;
o whether we will issue the debt securities in registered form or
bearer form or both and, if we are offering debt securities in bearer
form, any restrictions applicable to the exchange of one form for
another and to the offer, sale and delivery of those debt securities
in bearer form;
o whether we will issue the debt securities in definitive form and
under what terms and conditions;
o the terms on which holders of the debt securities may convert or
exchange these securities into or for stock or other securities of an
entity unaffiliated with us, any specific terms relating to the
adjustment of the conversion or exchange feature and the period
during which the holders may make the conversion or exchange;
o information as to the methods for determining the amount of principal
or interest payable on any date and/or the currencies, securities or
baskets of securities, commodities or indices to which the amount
payable on that date is linked;
o any agents for the debt securities, including trustees, depositories,
authenticating or paying agents, transfer agents or registrars;
o any applicable United States federal income tax consequences and
Netherlands income tax consequences, including, but not limited to:
o whether and under what circumstances we will pay additional
amounts on debt securities for any tax, assessment or
governmental charge withheld or deducted and, if so, whether we
will have the option to redeem those debt securities rather than
pay the additional amounts;
o tax considerations applicable to any discounted debt securities
or to debt securities issued at par that are treated as having
been issued at a discount for United States federal income tax
purposes;
o tax considerations applicable to any debt securities denominated
and payable in foreign currencies; and
o any other specific terms of the debt securities, including any
additional events of default or covenants, and any terms required by
or advisable under applicable laws or regulations.
Some of the debt securities may be issued as original issue discount debt
securities (the "Original Issue Discount Securities"). Original Issue Discount
Securities bear no interest or bear interest at below-market rates and will be
sold at a discount below their stated principal amount. The prospectus
supplement relating to an issue of Original Issue Discount Securities will
contain information relating to federal income tax, accounting, and other
special considerations applicable to Original Issue Discount Securities.
Registration and Transfer of Debt Securities
Holders may present debt securities for exchange, and holders of
registered debt securities may present these securities for transfer, in the
manner, at the places and subject to the restrictions stated in the debt
securities and described in the applicable prospectus supplement. We will
provide these services without charge except for any tax or other governmental
charge payable in connection with these services and subject to any limitations
provided in the Indenture.
7
<PAGE>
Holders may transfer debt securities in bearer form and the related
coupons, if any, by delivery to the transferee. If any of the securities are
held in global form, the procedures for transfer of interests in those
securities will depend upon the procedures of the depositary for those global
securities. See "Forms of Securities."
Covenant Restricting Mergers and Other Significant Corporate Actions
The Indenture provides that we will not merge or consolidate with any
other person and will not sell, lease or convey all or substantially all of our
assets to any other person, unless:
o we will be the continuing legal entity; or
o the successor legal entity or person that acquires all or
substantially all of our assets:
o will be incorporated and existing under the laws of the
Netherlands, or a member state of the European Union or the
Organisation for Economic Co-Operation and Development; and
o will expressly assume all of our obligations under the Indenture
and the debt securities issued under the Indenture; and
o immediately after the merger, consolidation, sale, lease or
conveyance, we, that person or that successor legal entity will not
be in default in the performance of the covenants and conditions of
the Indenture applicable to us. (Indenture, Section 9.01)
Absence of Protections against All Potential Actions of the Bank. There
are no covenants or other provisions in the Indenture that would afford holders
of debt securities additional protection in the event of a recapitalization
transaction, a change of control of the Bank or a highly leveraged transaction.
The merger covenant described above would only apply if the recapitalization
transaction, change of control or highly leveraged transaction were structured
to include a merger or consolidation of the Bank or a sale, lease or conveyance
of all or substantially all of our assets. However, we may provide specific
protections, such as a put right or increased interest, for particular debt
securities, which we would describe in the applicable prospectus supplement.
Events of Default
The Indenture provides holders of debt securities with remedies if we fail
to perform specific obligations, such as making payments on the debt
securities, or if we become bankrupt. Holders should review these provisions
and understand which of our actions trigger an event of default and which
actions do not. The Indenture permits the issuance of debt securities in one or
more series, and, in many cases, whether an event of default has occurred is
determined on a series by series basis.
An event of default is defined under the Indenture, with respect to any
series of debt securities issued under that Indenture, as any one or more of
the following events (each an "Event of Default") having occurred and be
continuing:
o default is made for more than 30 days in the payment of interest,
premium or principal in respect of the securities; or
o we fail to perform or observe any of our other obligations under the
securities and such failure has continued for the period of 60 days
next following the service on us of notice requiring the same to be
remedied; or
o we are declared bankrupt, or a declaration in respect of us is made
under Chapter X of the Act on the Supervision of the Credit System
(Wet toezicht kredietwezen 1992) of the Netherlands; or
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<PAGE>
o an order is made or an effective resolution is passed for the winding
up or liquidation of us unless this is done in compliance with the
"Covenant Restricting Mergers and Other Significant Corporate Action"
described above;
Acceleration of Debt Securities Upon an Event of Default. The Indenture
provides that:
o if an event of default due to the default in payment of principal of,
or any premium or interest on, any series of debt securities issued
under the Indenture, or due to the default in the performance or
breach of any other covenant or warranty of the Bank applicable to
the debt securities of that series but not applicable to all
outstanding debt securities issued under that indenture occurs and is
continuing, either the Trustee or the holders of not less than 25% in
aggregate principal amount of the outstanding debt securities of each
affected series, voting as one class, by notice in writing to the
Bank, may declare the principal of all debt securities of each
affected series and interest accrued thereon to be due and payable
immediately; and
o if an event of default due to a default in the performance of any
other of the covenants or agreements in the Indenture applicable to
all outstanding debt securities issued under the Indenture or due to
specified events of bankruptcy, insolvency or reorganization of the
Bank, occurs and is continuing, either the Trustee or the holders of
not less than 25% in aggregate principal amount of all outstanding
debt securities issued under the Indenture, voting as one class, by
notice in writing to the Bank may declare the principal of all those
debt securities and interest accrued thereon to be due and payable
immediately. (Indenture, Section 5.01)
Annulment of Acceleration and Waiver of Defaults. In some circumstances,
if any and all events of default under the Indenture, other than the
non-payment of the principal of the securities that has become due as a result
of an acceleration, have been cured, waived or otherwise remedied, then the
holders of a majority in aggregate principal amount of all series of
outstanding debt securities affected, voting as one class, may annul past
declarations of acceleration of or waive past defaults of the debt securities.
(Indenture, Sections 5.01 and 5.10)
Indemnification of Trustee for Actions Taken on Your Behalf. The Indenture
provides that the trustee shall not be liable with respect to any action taken
or omitted to be taken by it in good faith in accordance with the direction of
the holders of debt securities issued under that Indenture relating to the
time, method and place of conducting any proceeding for any remedy available to
the trustee, or exercising any trust or power conferred upon the trustee.
(Indenture, Section 6.01) Subject to these provisions and some other
limitations, the holders of a majority in aggregate principal amount of each
series of outstanding debt securities of each affected series, voting as one
class, may direct the time, method and place of conducting any proceeding for
any remedy available to the trustee, or exercising any trust or power conferred
on the trustee. (Indenture, Section 5.09)
Limitation on Actions by You as an Individual Holder. The Indenture
provides that no individual holder of debt securities may institute any action
against us under that Indenture, except actions for payment of overdue
principal and interest, unless the following actions have occurred:
o the holder must have previously given written notice to the trustee
of the continuing default;
o the holders of not less than 25% in aggregate principal amount of the
outstanding debt securities of each affected series, treated as one
class, must have (1) requested the trustee to institute that action
and (2) offered the trustee reasonable indemnity;
o the trustee must have failed to institute that action within 60 days
after receipt of the request referred to above; and
o the holders of a majority in principal amount of the outstanding debt
securities of each affected series, voting as one class, must not
have given directions to the trustee inconsistent with those of the
holders referred to above. (Indenture, Sections 5.06 and 5.09)
9
<PAGE>
The Indenture contains a covenant that we will file annually with the
trustee a certificate of no default or a certificate specifying any default
that exists. (Indenture, Section 3.05)
Discharge, Defeasance and Covenant Defeasance
We have the ability to eliminate most or all of our obligations on any
series of debt securities prior to maturity if we comply with the following
provisions. (Indenture, Section 10.01)
Discharge of Indenture. We may discharge all of our obligations, other
than as to transfers and exchanges, under the Indenture after we have:
o paid or caused to be paid the principal of and interest on all of the
outstanding debt securities in accordance with their terms;
o delivered to the applicable trustee for cancellation all of the
outstanding debt securities; or
o irrevocably deposited with the applicable trustee cash or, in the
case of a series of debt securities payable only in U.S. dollars,
U.S. government obligations in trust for the benefit of the holders
of any series of debt securities issued under the Indenture that have
either become due and payable, or are by their terms due and payable,
or are scheduled for redemption, within one year, in an amount
certified to be sufficient to pay on each date that they become due
and payable, the principal of and interest on, and any mandatory
sinking fund payments for, those debt securities, except that the
deposit of cash or U.S. government obligations for the benefit of
holders of a series of debt securities that are due and payable, or
are scheduled for redemption, within one year will discharge
obligations under the relevant Indenture relating only to that series
of debt securities.
Defeasance of a Series of Securities at Any Time. We may also discharge
all of our obligations, other than as to transfers and exchanges, under any
series of debt securities at any time, which we refer to as defeasance.
We may be released with respect to any outstanding series of debt
securities from the obligations imposed by Section 9.01, which section contains
the covenants described above limiting consolidations, mergers, asset sales and
leases, and elect not to comply with those sections without creating an event
of default. Discharge under those procedures is called "covenant defeasance."
Defeasance or covenant defeasance may be effected only if, among other
things:
o we irrevocably deposit with the relevant trustee cash or, in the case
of debt securities payable only in U.S. dollars, U.S. government
obligations, as trust funds in an amount certified to be sufficient
to pay on each date that they become due and payable, the principal
of and interest on, and any mandatory sinking fund payments for, all
outstanding debt securities of the series being defeased;
o we deliver to the relevant trustee an opinion of counsel to the
effect that:
o the holders of the series of debt securities being defeased will
not recognize income, gain or loss for United States federal
income tax purposes as a result of the defeasance or covenant
defeasance; and
o the defeasance or covenant defeasance will not otherwise alter
those holders' United States federal income tax treatment of
principal and interest payments on the series of debt securities
being defeased; in the case of a defeasance, this opinion must
be based on a ruling of the Internal Revenue Service or a change
in United States federal income tax law occurring after the date
of this prospectus, since that result would not occur under
current tax law.
10
<PAGE>
Modification of the Indenture
Modification without Consent of Holders. We and the relevant trustee may
enter into supplemental indentures without the consent of the holders of debt
securities issued under the Indenture to:
o secure any debt securities;
o evidence the assumption by a successor corporation of our
obligations;
o add covenants for the protection of the holders of debt securities;
o cure any ambiguity or correct any inconsistency;
o establish the forms or terms of debt securities of any series; or
o evidence the acceptance of appointment by a successor trustee.
(Indenture, Section 8.01)
Modification with Consent of Holders. We and the trustee, with the consent
of the holders of not less than a majority in aggregate principal amount of
each affected series of outstanding debt securities, voting as one class, may
add any provisions to, or change in any manner or eliminate any of the
provisions of, the Indenture or modify in any manner the rights of the holders
of those debt securities. However, we and the trustee may not make any of the
following changes to any outstanding debt security without the consent of each
potentially affected holder:
o extend the final maturity of the principal;
o reduce the principal amount;
o reduce the rate or extend the time of payment of interest;
o reduce any amount payable on redemption;
o change the currency in which the principal, including any amount of
original issue discount, premium, or interest thereon is payable;
o modify or amend the provisions for conversion of any currency into
another currency;
o reduce the amount of any original issue discount security payable
upon acceleration or provable in bankruptcy;
o alter the terms on which holders of the debt securities may convert
or exchange debt securities for stock or other securities of the Bank
or of other entities or for other property or the cash value of the
property, other than in accordance with the antidilution provisions
or other similar adjustment provisions included in the terms of the
debt securities;
o impair the right of any holder to institute suit for the enforcement
of any payment on any debt security when due; or
o reduce the percentage of debt securities the consent of whose holders
is required for modification of the Indenture.
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Concerning Our Relationship with the Trustee
We and our subsidiaries maintain ordinary banking relationships and
custodial facilities with Chase and affiliates of Chase.
FORMS OF SECURITIES
Each debt security will be represented either by a certificate issued in
definitive form to a particular investor or by one or more global securities
representing the entire issuance of securities. Both certificated securities in
definitive form and global securities may be issued either (1) in registered
form, where our obligation runs to the holder of the security named on the face
of the security or (2) in bearer form, where our obligation runs to the bearer
of the security. Definitive securities name you or your nominee as the owner of
the security (other than definitive bearer securities, which name the bearer as
owner), and in order to transfer or exchange these securities or to receive
payments other than interest or other interim payments, you or your nominee
must physically deliver the securities to the trustee, registrar, paying agent
or other agent, as applicable. Global securities name a depositary or its
nominee as the owner of the debt securities represented by these global
securities (other than global bearer securities, which name the bearer as
owner). The depositary maintains a computerized system that will reflect each
investor's beneficial ownership of the securities through an account maintained
by the investor with its broker/dealer, bank, trust company or other
representative, as we explain more fully below.
Global Securities
Registered Global Securities. We may issue the registered debt securities
in the form of one or more fully registered global securities that will be
deposited with a depositary or its nominee identified in the applicable
prospectus supplement and registered in the name of that depositary or nominee.
In those cases, one or more registered global securities will be issued in a
denomination or aggregate denominations equal to the portion of the aggregate
principal or face amount of the securities to be represented by registered
global securities. Unless and until it is exchanged in whole for securities in
definitive registered form, a registered global security may not be transferred
except as a whole by and among the depositary for the registered global
security, the nominees of the depositary or any successors of the depositary or
those nominees.
If not described below, any specific terms of the depositary arrangement
with respect to any securities to be represented by a registered global
security will be described in the prospectus supplement relating to those
securities. We anticipate that the following provisions will apply to all
depositary arrangements.
Ownership of beneficial interests in a registered global security will be
limited to persons, called participants, that have accounts with the depositary
or persons that may hold interests through participants. Upon the issuance of a
registered global security, the depositary will credit, on its book-entry
registration and transfer system, the participants' accounts with the
respective principal or face amounts of the securities beneficially owned by
the participants. Any dealers, underwriters or agents participating in the
distribution of the securities will designate the accounts to be credited.
Ownership of beneficial interests in a registered global security will be shown
on, and the transfer of ownership interests will be effected only through,
records maintained by the depositary, with respect to interests of
participants, and on the records of participants, with respect to interests of
persons holding through participants. The laws of some states may require that
some purchasers of securities take physical delivery of these securities in
definitive form. These laws may impair your ability to own, transfer or pledge
beneficial interests in registered global securities.
So long as the depositary, or its nominee, is the registered owner of a
registered global security, that depositary or its nominee, as the case may be,
will be considered the sole owner or holder of the securities represented by
the registered global security for all purposes under the applicable Indenture.
Except as described below, owners of beneficial interests in a registered
global security will not be entitled to have the securities represented by the
registered global security registered in their names, will not receive or be
entitled to receive physical delivery of the securities in definitive form and
will not be considered the owners or holders of the securities under the
applicable Indenture. Accordingly, each person owning a beneficial interest in
a registered global security must rely on the procedures of the
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<PAGE>
depositary for that registered global security and, if that person is not a
participant, on the procedures of the participant through which the person owns
its interest, to exercise any rights of a holder under the applicable
Indenture. We understand that under existing industry practices, if we request
any action of holders or if an owner of a beneficial interest in a registered
global security desires to give or take any action that a holder is entitled to
give or take under the applicable Indenture, the depositary for the registered
global security would authorize the participants holding the relevant
beneficial interests to give or take that action, and the participants would
authorize beneficial owners owning through them to give or take that action or
would otherwise act upon the instructions of beneficial owners holding through
them.
Principal, premium, if any, and interest payments on debt securities
represented by a registered global security registered in the name of a
depositary or its nominee will be made to the depositary or its nominee, as the
case may be, as the registered owner of the registered global security. None of
the Bank, the trustee or any other agent of the Bank or agent of the trustee
will have any responsibility or liability for any aspect of the records
relating to payments made on account of beneficial ownership interests in the
registered global security or for maintaining, supervising or reviewing any
records relating to those beneficial ownership interests.
We expect that the depositary for any of the securities represented by a
registered global security, upon receipt of any payment of principal, premium,
interest or other distribution of underlying securities or other property to
holders on that registered global security, will immediately credit
participants' accounts in amounts proportionate to their respective beneficial
interests in that registered global security as shown on the records of the
depositary. We also expect that payments by participants to owners of
beneficial interests in a registered global security held through participants
will be governed by standing customer instructions and customary practices, as
is now the case with the securities held for the accounts of customers in
bearer form or registered in "street name," and will be the responsibility of
those participants.
If the depositary for any of these securities represented by a registered
global security is at any time unwilling or unable to continue as depositary or
ceases to be a clearing agency registered under the Securities Exchange Act of
1934, and a successor depositary registered as a clearing agency under the
Securities Exchange Act of 1934 is not appointed by us within 90 days, we will
issue securities in definitive form in exchange for the registered global
security that had been held by the depositary. In addition, we may at any time
and in our sole discretion decide not to have any of the securities represented
by one or more registered global securities. If we make that decision, we will
issue securities in definitive form in exchange for all of the registered
global security or securities representing those securities. Any securities
issued in definitive form in exchange for a registered global security will be
registered in the name or names that the depositary gives to the relevant
trustee or other relevant agent of ours or theirs. It is expected that the
depositary's instructions will be based upon directions received by the
depositary from participants with respect to ownership of beneficial interests
in the registered global security that had been held by the depositary.
Bearer Global Securities. The securities may also be issued in the form of
one or more bearer global securities that will be deposited with a common
depositary for the Euroclear System and Clearstream Banking, societe anonyme or
with a nominee for the depositary identified in the prospectus supplement
relating to those securities. The specific terms and procedures, including the
specific terms of the depositary arrangement, with respect to any securities to
be represented by a bearer global security will be described in the prospectus
supplement relating to those securities.
Limitations on Issuance of Bearer Securities
In compliance with United States federal income tax laws and regulations,
bearer securities, including bearer securities in global form, will not be
offered, sold, resold or delivered, directly or indirectly, in the United
States or its possessions or to United States persons, as defined below, except
as otherwise permitted by United States Treasury Regulations Section
1.163-5(c)(2)(i)(D). Any underwriters, agents or dealers participating in the
offerings of bearer securities, directly or indirectly, must agree that they
will not, in connection with the original issuance of any bearer securities or
during the restricted period, as defined in United States Treasury Regulations
Section 1.163-5(c)(2)(i)(D)(7)), which we refer to as the "restricted period,"
offer, sell, resell or deliver, directly or indirectly, any bearer securities
in the United States or its possessions or to United States persons, other than
as permitted by the
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<PAGE>
applicable Treasury Regulations described above. In addition, any underwriters,
agents or dealers must have procedures reasonably designed to ensure that their
employees or agents who are directly engaged in selling bearer securities are
aware of the above restrictions on the offering, sale, resale or delivery of
bearer securities.
Bearer securities, other than temporary global debt securities and bearer
securities that satisfy the requirements of United States Treasury Regulations
Section 1.163-5(c)(2)(i)(D)(3)(iii) and any coupons appertaining thereto will
not be delivered in definitive form, and no interest will be paid thereon,
unless the Bank has received a signed certificate in writing, or an electronic
certificate described in United States Treasury Regulations Section
1.163-5(c)(2)(i)(D)(3)(ii), stating that on the date of that certificate the
bearer security:
o is owned by a person that is not a United States person;
o is owned by a United States person that (a) is a foreign branch of a
United States financial institution, as defined in applicable United
States Treasury Regulations, which we refer to as a "financial
institution," purchasing for its own account or for resale, or (b) is
acquiring the bearer security through a foreign branch of a United
States financial institution and who holds the bearer security
through that financial institution through that date, and in either
case (a) or (b) above, each of those United States financial
institutions agrees, on its own behalf or through its agent, that the
Bank may be advised that it will comply with the requirements of
Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code of 1986
and the regulations thereunder; or
o is owned by a United States or foreign financial institution for the
purposes of resale during the restricted period and, in addition, if
the owner of the bearer security is a United States or foreign
financial institution described in this clause, whether or not also
described in the first or second clause above, the financial
institution certifies that it has not acquired the bearer security
for purposes of resale directly or indirectly to a United States
person or to a person within the United States or its possessions.
We will make payments on bearer securities only outside the United States
and its possessions except as permitted by the above regulations.
Bearer securities, other than temporary global securities, and any coupons
issued with bearer securities will bear the following legend: "Any United
States person who holds this obligation will be subject to limitations under
the United States income tax laws, including the limitations provided in
sections 165(j) and 1287(a) of the Internal Revenue Code." The sections
referred to in this legend provide that, with exceptions, a United States
person will not be permitted to deduct any loss, and will not be eligible for
capital gain treatment with respect to any gain, realized on the sale, exchange
or redemption of that bearer security or coupon.
As used herein, "United States person" means a citizen or resident of the
United States for United States federal income tax purposes, a corporation or
partnership, including an entity treated as a corporation or partnership for
United States federal income tax purposes, created or organized in or under the
laws of the United States, or any state of the United States or the District of
Columbia, an estate the income of which is subject to United States federal
income taxation regardless of its source, or a trust if a court within the
United States is able to exercise primary supervision of the administration of
the trust and one or more United States persons have the authority to control
all substantial decisions of the trust. In addition, some trusts treated as
United States persons before August 20, 1996 may elect to continue to be so
treated to the extent provided in the Treasury Regulations.
14
<PAGE>
PLAN OF DISTRIBUTION
We may sell the securities being offered by this prospectus in three ways:
(1) through agents, (2) through underwriters and (3) through dealers. Any of
these agents, underwriters or dealers in the United States or outside the
United States will include ABN AMRO Incorporated and may include other
affiliates of the Bank.
We may designate agents from time to time to solicit offers to purchase
these securities. We will name any such agent, who may be deemed to be an
underwriter as that term is defined in the Securities Act, and state any
commissions we are to pay to that agent in the applicable prospectus
supplement. That agent will be acting on a reasonable efforts basis for the
period of its appointment or, if indicated in the applicable prospectus
supplement, on a firm commitment basis.
If we use any underwriters to offer and sell these securities, we will
enter into an underwriting agreement with those underwriters when we and they
determine the offering price of the securities, and we will include the names
of the underwriters and the terms of the transaction in the applicable
prospectus supplement.
If we use a dealer to offer and sell these securities, we will sell the
securities to the dealer, as principal, and will name the dealer in the
applicable prospectus supplement. The dealer may then resell the securities to
the public at varying prices to be determined by that dealer at the time of
resale.
Our net proceeds will be the purchase price in the case of sales to a
dealer, the public offering price less discount in the case of sales to an
underwriter or the purchase price less commission in the case of sales through
an agent -- in each case, less other expenses attributable to issuance and
distribution.
In order to facilitate the offering of these securities, the underwriters
may engage in transactions that stabilize, maintain or otherwise affect the
price of these securities or any other securities the prices of which may be
used to determine payments on these securities. Specifically, the underwriters
may sell more securities than they are obligated to purchase in connection with
the offering, creating a short position for their own accounts. A short sale is
covered if the short position is no greater than the number or amount of
securities available for purchase by the underwriters under any over allotment
option. The underwriters can close out a covered short sale by exercising the
over allotment option or purchasing these securities in the open market. In
determining the source of securities to close out a covered short sale, the
underwriters will consider, among other things, the open market price of these
secruities compared to the price available under the over allotment option. The
underwriters may also sell these securities or any other securities in excess
of the over allotment option, creating a naked short position. The underwriters
must close out any naked short position by purchasing securities in the open
market. A naked short position is more likely to be created if the underwriters
are concerned that there may be downward pressure on the price of these
securities in the open market after pricing that could adversely affect
investors who purchase in the offering. As an additional means of facilitating
the offering, the underwriters may bid for, and purchase, these securities or
any other securities in the open market to stabilize the price of these
securities or of any other securities. Finally, in any offering of the
securities through a syndicate of underwriters, the underwriting syndicate may
also reclaim selling concessions allowed to an underwriter or a dealer for
distributing these securities in the offering, if the syndicate repurchases
previously distributed securities to cover syndicate short positions or to
stabilize the price of these securities. Any of these activities may raise or
maintain the market price of these securities above independent market levels
or prevent or retard a decline in the market price of these securities. The
underwriters are not required to engage in these activities, and may end any of
these activities at any time.
Agents, underwriters and dealers may be entitled under agreements with us
to indemnification by us against some civil liabilities, including liabilities
under the Securities Act, and may be customers of, engage in transactions with
or perform services for us in the ordinary course of business.
15
<PAGE>
If so indicated in the prospectus supplement, we will authorize agents,
underwriters or dealers to solicit offers by some purchasers to purchase debt
securities from us at the public offering price stated in the prospectus
supplement under delayed delivery contracts providing for payment and delivery
on a specified date in the future. These contracts will be subject to only
those conditions described in the prospectus supplement, and the prospectus
supplement will state the commission payable for solicitation of these offers.
Any underwriter, agent or dealer utilized in the initial offering of
securities will not confirm sales to accounts over which it exercises
discretionary authority without the prior specific written approval of its
customer.
ABN AMRO Incorporated is an indirect wholly-owned subsidiary of the Bank.
Each initial offering of securities will be conducted in compliance with the
requirements of Rule 2720 of the National Association of Securities Dealers,
Inc., which is commonly referred to as the NASD, regarding a NASD member firm's
distributing the securities of an affiliate. Following the initial distribution
of any of these securities, ABN AMRO Incorporated and other affiliates of the
Bank may offer and sell these securities in the course of their business as
broker-dealers. ABN AMRO Incorporated and other affiliates may act as
principals or agents in these transactions and may make any sales at varying
prices related to prevailing market prices at the time of sale or otherwise.
ABN AMRO Incorporated and other affiliates may use this prospectus in
connection with these transactions. None of ABN AMRO Incorporated or any other
affiliate is obligated to make a market in any of these securities and may
discontinue any market-making activities at any time without notice.
16
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LEGAL MATTERS
The validity of the debt securities will be passed upon for the Bank by
Schulte Roth & Zabel LLP and certain matters of Dutch law will be passed upon
for the Bank by Clifford Chance Limited Liability Partnership. Davis Polk &
Wardwell will pass upon some legal matters relating to these securities for the
agents. Davis Polk & Wardwell has in the past represented Holding and its
affiliates, including the Bank and continues to represent Holding and its
affiliates on a regular basis and in a variety of matters.
EXPERTS
The Consolidated Financial Statements of ABN AMRO as of December 31, 1999
and for each of the years in the three-year period ended December 31, 1999 are
included in reliance upon the report of Ernst & Young Accountants, independent
auditors, given upon the authority of that firm as experts in auditing and
accounting.
ERISA MATTERS FOR PENSION PLANS AND INSURANCE COMPANIES
The Bank and some of our affiliates, including ABN AMRO Incorporated, may
each be considered a "party in interest" within the meaning of the Employee
Retirement Income Security Act of 1974, as amended, which is commonly referred
to as ERISA, or a "disqualified person" within the meaning of the Code with
respect to many employee benefit plans. Prohibited transactions within the
meaning of ERISA or the Code may arise, for example, if the debt securities are
acquired by or with the assets of a pension or other employee benefit plan with
respect to which ABN AMRO Incorporated or any of its affiliates is a service
provider, unless those debt securities are acquired pursuant to an exemption
for transactions effected on behalf of one of these plans by a "qualified
professional asset manager" or pursuant to any other available exemption. The
assets of a pension or other employee benefit plan may include assets held in
the general account of an insurance company that are deemed to be "plan assets"
under ERISA. Any insurance company or pension or employee benefit plan, or any
person investing the assets of a pension or employee benefit plan, proposing to
invest in the debt securities should consult with its legal counsel.
17
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<TABLE>
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<S> <C>
No person is authorized to give any information
or to make any representations other than those
contained or incorporated by reference in this
prospectus or the accompanying prospectus
supplement, and, if given or made, such
information or representations must not be
relied upon as having been authorized. This
prospectus and the accompanying prospectus
supplement do not constitute an offer to sell or
the solicitation of an offer to buy any securities ABN AMRO BANK N.V.
other than the securities described in the
accompanying prospectus supplement or an
offer to sell or the solicitation of an offer to buy
such securities in any circumstances is which $500,000,000
such offer or solicitation is unlawful. Neither the
delivery of this prospectus or the accompanying
prospectus supplement, nor any sale made
hereunder and thereunder shall, under any Debt Securities
circumstances, create any implication that there
has been no change in the affairs of ABN AMRO
Bank N.V. since the date hereof or that the
information contained or incorporated by
reference herein or therein is correct as of any
time subsequent to the date of such information.
Until 25 days following the bona fide offering
of any securities offered by this prospectus
to the public, all dealers that effect transactions
in these securities, whether or not participating
in this offering, may be required to deliver a
prospectus. This is in addition to the dealers'
obligation to deliver a prospectus when acting
as underwriters and with respect to their unsold PROSPECTUS
allotments or subscriptions.
--------------------------------------------------------
ABN AMRO Incorporated
TABLE OF CONTENTS
Page
----
About This Prospectus.................................1
Where You Can Find Additional Information.............2
Consolidated Ratios of Earnings
to Fixed Charges..................................3 , 2000
ABN AMRO Bank N.V.....................................4
Use of Proceeds.......................................5
Description of Debt Securities........................6
Forms of Securities..................................12
Plan of Distribution.................................15
Legal Matters........................................17
Experts..............................................17
ERISA Matters for Pension Plans
and Insurance Companies..........................17
======================================================== =======================================================
</TABLE>
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following are the expenses of the issuance and distribution of the
securities being registered, all of which will be paid by the registrant. Other
than the registration fee and the NASD filing fee, all of these expenses are
estimated.
Registration fee.................................................. $132,000
NASD filing fee................................................... 30,500
Blue Sky fees and expenses........................................ 5,000
Rating agency fees................................................ 150,000
Printing and engraving expenses................................... 25,000
Legal fees and expenses........................................... 400,000
Accounting fees and expenses...................................... 20,000
Trustee's fees and expenses (including counsel fees).............. 825,000
Miscellaneous .................................................... 17,500
Total....................................................... $807,500
Item 15. Indemnification of Directors and Officers
The Articles of Association of ABN AMRO Bank N.V. contain no provisions
under which any member of the Supervisory Board or the Managing Board or any
officer is indemnified in any manner against any liability which he or she may
incur in his or her capacity as such. However, Article 34 of the Articles of
Association of ABN AMRO Bank N.V. provides that the annual accounts shall be
approved by the shareholders meeting. The unconditional approval of the annual
accounts shall discharge the Managing Board from any liability to ABN AMRO Bank
N.V. and its shareholders with respect to the conduct of its management
activities during the financial year concerned, and the Supervisory Board for
its supervision thereof, insofar as such management and supervising is
reflected in the annual accounts. Under Dutch law, this discharge is not
absolute and would not be effective as to any matters not disclosed to ABN AMRO
Bank N.V.'s shareholders. Furthermore, this discharge may not set aside general
rules regarding liability of the Managing Board with regard to the proper
fulfilment of the Managing Board's task.
Certain officers and members of the Supervisory Board and the Managing
Board of ABN AMRO Bank N.V. are, to a limited extent, insured under an
insurance policy against damages resulting from their conduct when acting in
their capacities as such.
Reference is made to the form of Underwriting Agreement filed as an
exhibit to this Registration Statement for provisions relating to the
indemnification of certain officers and the Managing Board and Supervisory
Board of ABN AMRO Bank N.V.
Item 16. Exhibits
See Exhibit Index.
<PAGE>
Item 17. Undertakings
(1) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(2) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by a
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
(3) The undersigned registrant hereby undertakes:
(a) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of this registration statement (or
the most recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in this registration statement. Notwithstanding
the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in
the form of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the
effective registration statement; and
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in this
registration statement or any material change to such information in
this registration statement;
provided, however, that paragraphs (3)(a)(i) and (3)(a)(ii) do not apply
if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the
registrant pursuant to section 13 or section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in this
registration statement.
(b) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(c) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
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<PAGE>
(d) To file a post-effective amendment to the registration statement
to include any financial statements required by Rule 3-19 of this chapter
at the start of any delayed offering or throughout a continuous offering.
Financial statements and information otherwise required by Section
10(a)(3) of the Act need not be furnished, provided, that the registrant
includes in the prospectus, by means of a post-affective amendment,
financial statements required pursuant to this paragraph (a)(4) and other
information necessary to ensure that all other information in the
prospectus is at least as current as the date of those financial
statements. Notwithstanding the foregoing, with respect to registration
statements on Form F-3, a post-effective amendment need not be filed to
include financial statements and information required by Section 10(a)(3)
of the Act or Rule 3-19 of this chapter if such financial statements and
information are contained in periodic reports filed with or furnished to
the Commission by the registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference
in the Form F-3.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form F-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Amsterdam, The Netherlands, as of this 2nd day of November,
2000.
ABN AMRO BANK N.V.
By: /s/ R. W. F. van Tets
----------------------------------
Name: R. W. F. van Tets
Title: Chairman, Wholesale
Banking Division
By: /s/ T. de Swaan
----------------------------------
Name: T. de Swaan
Title: Member of Managing Board
The registrant and each person whose signature appears below constitutes and
appoints Walter Baars, Nick Bannister, Rick Durkes, Mark Egert, Kate Holden,
John Kramer, Willie J. Miller and Robert Mulligan and any two of them acting
together, his, her or its true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him, her or it and in his,
her, or its name, place and stead, in any and all capacities, to sign and file
(i) any and all amendments (including post-effective amendments) to this
registration statement, with all exhibits thereto, and other documents in
connection therewith, and (ii) a registration statement, and any and all
amendments thereto, relating to the offering covered hereby filed pursuant to
Rule 462(b) under the Securities Act of 1933, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and any two of
them acting together, full power and authority to do and perform each and every
act and thing requisite or necessary to be done in and about the premises, as
fully to all intents and purposes as he, she, or it might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any two of them acting together, or their substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities indicated as of this 2nd day of November, 2000.
Signature Title
--------- -----
/s/ R. W. J. Groenink (Principal Executive Officer)
--------------------------------- Chairman of the Managing Board
R. W. J. Groenink (Principal Executive Officer)
/s/ T. de Swaan
--------------------------------- Group Controller
T. de Swaan (Principal Financial Officer)
/s/ T. de Swaan
--------------------------------- (Principal Accounting Officer)
T. de Swaan
II-4
<PAGE>
/s/ A. A. Loudon
--------------------------------- Chairman of the Supervisory Board
A. A. Loudon
/s/ H. B. van Liemt
--------------------------------- Vice-Chairman of the Supervisory Board
H. B. van Liemt
/s/ W. Overmars
--------------------------------- Member of the Supervisory Board
W. Overmars
/s/ R. J. Nelissen
--------------------------------- Member of the Supervisory Board
R. J. Nelissen
--------------------------------- Member of the Supervisory Board
W. Dik
--------------------------------- Member of the Supervisory Board
J. M. H. van Engelshoven
--------------------------------- Member of the Supervisory Board
R. Hazelhoff
--------------------------------- Member of the Supervisory Board
S. Keehn
--------------------------------- Member of the Supervisory Board
C. M. van der Hoeven
/s/ M. C. van Veen
--------------------------------- Member of the Supervisory Board
M. C. van Veen
--------------------------------- Member of the Supervisory Board
A. Burgmans
II-5
<PAGE>
--------------------------------- Member of the Supervisory Board
Baron D. R. J. de Rothschild
/s/ I. S. Groenman
--------------------------------- Member of the Supervisory Board
I. S. Groenman
/s/ T. A. Maas-de Brouwer
--------------------------------- Member of the Supervisory Board
T. A. Maas-de Brouwer
/s/ P. J. Kalff
--------------------------------- Member of the Supervisory Board
P. J. Kalff
/s/ R. W. F. van Tets
--------------------------------- Member of the Managing Board
R. W. F. van Tets
/s/ J. M. de Jong
--------------------------------- Member of the Managing Board
J. M. de Jong
/s/ W. G. Jiskoot
--------------------------------- Member of the Managing Board
W. G. Jiskoot
/s/ R. G. C. van der Brink
--------------------------------- Member of the Managing Board
R. G. C. van der Brink
/s/ T. de Swaan
--------------------------------- Member of the Managing Board
T. de Swaan
/s/ J. Ch. L. Kuiper
--------------------------------- Member of the Managing Board
J. Ch. L. Kuiper
/s/ D. Collee
--------------------------------- Member of the Managing Board
D. Collee
II-6
<PAGE>
/s/ S. L. Rial
--------------------------------- Member of the Managing Board
S. L. Rial
/s/ H. Scott-Barrett Authorized Representative in the
--------------------------------- Member of the Managing Board
H. Scott-Barrett Authorized Representative in the
United States
/s/ Willie J. Miller, Jr.
---------------------------------
Willie J. Miller, Jr.
II-7
<PAGE>
EXHIBIT INDEX
Exhibit Description
------- ------------
1-a Form of Underwriting Agreement.
1-b Form of U.S. Distribution Agreement.
1-c Form of Euro Distribution Agreement.
4-a Form of Indenture between ABN AMRO Bank N.V. and Trustee.
4-b Form of Floating Rate Note.
4-c Form of Fixed Rate Note.
4-d Form of Temporary Global Floating Rate Bearer Note.
4-e Form of Temporary Global Fixed Rate Bearer Note.
4-f Form of Permanent Global Floating Rate Bearer Note.
4-g Form of Permanent Global Fixed Rate Bearer Note.
4-h Form of Definitive Floating Rate Bearer Note.
4-i Form of Definitive Fixed Rate Bearer Note.
5 Opinion of Schulte Roth & Zabel LLP.
12 Computation of Consolidated Ratio of Earnings to Fixed Charges.
23-a Consent of Schulte Roth & Zabel LLP (included in Exhibit 5).
23-b Consent of Ernst & Young Accountants.
24 Powers of Attorney (included on signature page II-4).
25 Statement of Eligibility of The Chase Manhattan Bank, Trustee
under the Indenture.
-------------------
II-8
