As filed with the Securities and Exchange Commission on March 6, 2008
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ABN AMRO HOLDING N.V.
The Netherlands Not Applicable
(Jurisdiction of Incorporation) (I.R.S. Employer Identification No.)
Gustav Mahlerlaan 10
1082 PP Amsterdam
The Netherlands
(31-20) 628-7835
(Address of Principal Executive Offices, Including Zip Code and
Telephone Number)
ABN AMRO Global Key Employee Retention Plan
(Full Title of the Plan)
Laura Schisgall
General Counsel
ABN AMRO WCS Holding Company
55 East 52nd Street, 10th Floor
New York, NY 10055
Phone: 212-409-5341
Fred Springer
Head of Regulatory Affairs/Compliance
ABN AMRO WCS Holding Company
55 East 52nd Street, 10th Floor
New York, NY 10055
(212) 409-6844
(Name, Address, including Zip Code, and Telephone Number, Including Area Code,
of Agents for Service)
With a copy to:
Kenneth A. Raskin, Esq.
White & Case LLP
1155 Avenue of the Americas
New York, NY 10036
(212) 819-8508
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See definitions of "large accelerated filer," accelerated filer" and
"smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer [X] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [ ]
(Do not check if a smaller reporting company)
CALCULATION OF REGISTRATION FEE
Proposed
Maximum Proposed
Amount Offering Maximum Amount of
to be Price Aggregate Registration
Title of Securities to be Registered(1) Registered Per Share(2) Offering Price(2) Fee(2)
----------------------------------------- ------------ ------------ ----------------- ------------
ABN AMRO Global Key Employee Retention $ 79,000,000 100% $ 79,000,000 $ 3,104.70
Plan Units
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(1) Amount to be registered consists of additional Global Key Employee
Retention Plan Units (the "Units"), in the amount of $79,000,000 to be
allocated pursuant to the ABN AMRO Global Key Employee Retention Plan (the
"Plan"). The Units are unsecured contractual obligations of the Registrant
to pay in the future the balance of vested deferred compensation accounts
the value of which is adjusted to reflect notional or deemed earnings and
losses. A total of $55,000,000 in Units were registered in the First
Registration Statement of which $11,000,000 remains available, bringing the
total number of Units registered under the Plan to $90,000,000.
(2) Estimated pursuant to Rule 457(h) and Rule 457(c) under the Securities Act
of 1933, as amended (the "Securities Act"), solely for the purpose of
computing the registration fee.
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Explanatory Note
On February 20, 2007 ABN AMRO Holding N.V. ("ABN AMRO," the "Registrant,"
the "Company," "we," "our," or "us") filed a Registration Statement on Form S-8
(Reg. No. 333-140798) ( the "First Registration Statement") to register under
the Securities Act of 1933, as amended (the "Securities Act"), Units in the
amount of $55,000,000, of which $11,000,000 remain available, allocated by us
under the ABN AMRO Plan, as amended and restated.
The purpose of this Registration Statement on Form S-8 is to register
additional Units in the amount of $79,000,000 for allocation under the
Registrant's Plan. Pursuant to General Instruction E on Form S-8, the contents
of the Registrant's First Registration Statement on Form S-8 are incorporated
herein by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Commission by us pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), are also
incorporated herein by reference:
(1) ABN AMRO's Annual Report on Form 20-F for the year ended December 31,
2006, filed with the Commission on April 2, 2007.
(2) Amendment No. 1 to ABN AMRO's Annual Report of Form 20-F for the year
ended December 31, 2006, filed with the Commission on August 3, 2007.
(3) ABN AMRO's Reports on Form 6-K furnished to the Commission on February
29, 2008, February 5, 2008; December 21, 2007; December 12, 2007;
November 01, 2007; November 01, 2007; October 31, 2007; October 17,
2007; October 11, 2007; October 10, 2007; October 10, 2007; October 9,
2007; October 5, 2007; October 1, 2007; September 17, 2007 (ABN AMRO
announces updated outlook); September 17, 2007 (ABN AMRO publishes
shareholders' circular); September 17, 2007 (LaSalle: Bank of America
receives Federal Reserve approval for purchase); August 31, 2007;
August 7, 2007 (Fulfilment, Waiver and Roll-Over of Pre-Conditions to
the Offer); July 31, 2007; July 30, 2007 (ABN AMRO reports first half
2007 results); July 18, 2007; July 9, 2007; July 2, 2007; June 29,
2007 (Advocate General publishes advisory opinion); June 15, 2007;
June 13, 2007; June 11, 2007; May 25, 2007; April 27, 2007
(Consolidated Ratio of Earnings to Fixed Charges); April 25, 2007
(Unaudited Pro Forma Condensed Financial Statements); April 25, 2007
(ABN AMRO provides further details on the sale of LaSalle); April 23,
2007 (ABN AMRO and Barclays announce agreement on terms of merger);
April 23, 2007 (ABN AMRO announces USD 21 billion sale of LaSalle to
Bank of America); March 19, 2007; March 5, 2007; February 16, 2007;
February 14, 2007; January 26, 2007; January 25, 2007; January 24,
2007; and January 9, 2007.
(4) All other reports filed (but not furnished) by the Company pursuant to
Section 13(a) or 15(d) of the Exchange Act since December 31, 2006.
All documents subsequently filed by ABN AMRO, and all documents
subsequently filed under the Plan, pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act, after the date hereof and prior to the filing of a
post-effective amendment to this Registration Statement which indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference in the
registration statement and to be a part hereof from the date of filing of such
documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein, (or in any other subsequently filed document which also is
incorporated or deemed to be incorporated by reference herein), modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
Upon written or oral request, any of the documents incorporated by
reference in Item 3 of Part II of this Registration Statement, and other
documents required to be delivered to participants pursuant to Rule 428(b) of
the Securities Act are available without charge to participants by contacting us
in writing at ABN AMRO Holding N.V., Investor Relations (HQ 9141), P.O. Box 283,
1000 EA Amsterdam, The Netherlands, via e-mail to
investorrelations@nl.abnamro.com, or by phone to +31 20 628 7835. You may also
obtain these documents from our website at
http://www.investor.abnamro.com/financials/sec.cfm or at the Commission's
website www.sec.gov by clicking on the "Search
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for Company Filings" link, then clicking on the "Companies and Other Filers"
link, and entering our name in the "name" field or "ABN" in the ticker symbol
field. The information appearing on our website is not part of this Registration
Statement.
Item 8. Exhibits.
4.1 Rules of the ABN AMRO Global Key Employee Retention Plan,
as amended.*
5.1 Opinion of NautaDutilh N.V.*
5.2 Opinion of White & Case LLP.*
23.1 Consent of Ernst & Young Accountants, Independent Registered Public
Accounting Firm.*
23.2 Consent of NautaDutilh N.V. (included in their opinion filed as
Exhibit 5.1).*
23.3 Consent of White & Case LLP (included in their opinion filed as
Exhibit 5.2).*
* Filed herewith.
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Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to the Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the 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 the Registration
Statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
Registration Statement or any material change to such
information in the Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in reports filed with or
furnished to the Commission by the Registrant pursuant to Section 13
or Section 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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.
(3) 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.
(b) The undersigned Registrant hereby undertakes that, for the purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d)
of the Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Exchange
Act) that is incorporated by reference in the 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act 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
Commission such indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than
the payment by the 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 Securities Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
THE REGISTRANT
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, on this 6th day of March, 2008 in the city of London, England in
the case of Simon Rogers and in the city of Amsterdam, The Netherlands in the
case of David Clifford.
ABN AMRO Holding N.V.
(Registrant)
By: /s/ Simon Rogers
-----------------------------------
Name: Simon Rogers
Title: Global Head of International
Assignments
By: /s/ David Clifford
-----------------------------------
Name: David Clifford
Title: Head of CoE Rewards
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Titles Date
/s/ M. Fisher Chairman of the Managing Board March 6, 2008
-------------------------- (Principal Executive Officer)
M. Fisher
/s/ J. Hourican Member of the Managing Board March 6, 2008
-------------------------- (Principal Financial Officer)
J. Hourican
/s/ P. Hofste (Principal Accounting Officer) March 6, 2008
--------------------------
P. Hofste
Member of the Managing Board March ___, 2008
--------------------------
B. Kopp
/s/ K. de Boeck Member of the Managing Board March 6, 2008
--------------------------
K. de Boeck
/s/ W. G. Jiskoot Member of the Managing Board March 6, 2008
--------------------------
W. G. Jiskoot
Member of the Managing Board March ___, 2008
--------------------------
M. de Jong
/s/ R. Teerlink Member of the Managing Board March 6, 2008
--------------------------
R. Teerlink
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Member of the Managing Board March ___, 2008
--------------------------
B. Crowe
/s/ P. Dor Member of the Managing Board March 6, 2008
--------------------------
P. Dor
Member of the Managing Board March ___, 2008
--------------------------
J. P. Schmittmann
Member of the Managing Board March ___, 2008
--------------------------
J. Maldonado
/s/ M. E. Trueba Member of the Managing Board March 6, 2008
--------------------------
M. E. Trueba
AUTHORIZED REPRESENTATIVE
By: /s/ L. Schisgall
----------------------------------------
Laura Schisgall
as the duly authorized representative of
ABN AMRO Holding N.V. in the United
States
Date: March 6, 2008
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SIGNATURES
THE PLAN.
Pursuant to the requirements of the Securities Act of 1933, the trustees
have duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authored, in the city of London, England, on this
6th day of March, 2008.
ABN AMRO Global Key Employee Retention Plan
(Registrant)
By: /s/ Simon Rogers
---------------------------------------
Simon Rogers, Authorized signatory
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