FORM
6-K
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
Washington, D.C. 20549
Report
of Foreign Private Issuer
Pursuant
to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
the Securities Exchange Act of 1934
For
May 30, 2007
Commission
File Number: 001-14624
ABN
AMRO HOLDING N.V.
Gustav
Mahlerlaan 10
1082 PP Amsterdam
The Netherlands
1082 PP Amsterdam
The Netherlands
|
|
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
| Form 20-F X | Form 40-F |
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ____Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ____Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
| Yes | No X |
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-_____
Amsterdam,
21 May
2007
Dear
reader,
In
recent weeks ABN AMRO has been thrust into the spotlight amid speculation about
the bank’s future and the potential sale or merger of the ABN AMRO Group. I’d
like to take this opportunity to update you on the recent
developments.
Speculation
about
ABN AMRO’s future began in February, when the UK hedge fund TCI, the holder of
around 2.5 per cent of ABN AMRO shares, cited dissatisfaction with the
underlying ABN AMRO share price growth. It requested that shareholders be
allowed to vote on five proposals. Three of its five resolutions were passed
at
the General Meeting of Shareholders on 26 April.
Just
days before, on
23 April, ABN AMRO announced that agreement had been reached with Barclays
on a
proposed merger of the two banks. The transaction, which valued ABN AMRO at
EUR
67 billion on the day the merger was announced, would create one of the world’s
largest financial services groups. On the same day, we announced we would sell
our US subsidiary LaSalle Bank to Bank of America for USD 21
billion.
Some
shareholders
felt the LaSalle sale would deter other bidders – such as a consortium of Royal
Bank of Scotland, Santander and Fortis – from making a higher offer for LaSalle
and the ABN AMRO Group. Although a 14-day ‘go shop’ period was included in the
terms of the LaSalle sale to give other parties a chance to bid, the Dutch
Investors’ Association (Vereniging van Effectenbezitters / VEB) regarded this
period as too short to allow other parties to prepare an alternative offer.
VEB
saw the sale of LaSalle as a poison pill and consequently decided to initiate
legal proceedings with the Enterprise Section of the Amsterdam Court of
Appeal.
The
Enterprise Section ruled on 3 May that although the sale of LaSalle was not
intended to act as a poison pill, it could not go ahead without shareholder
approval. ABN AMRO announced on 9 May that it would be appealing this
decision with the Dutch Supreme Court, in the interests of both the company
and
its shareholders, and as a requirement of the terms of the contract with Bank
of
America. This appeal has since been lodged.
On
5 May, the Royal Bank of Scotland-led consortium offered USD 24.5 billion for
LaSalle. This bid was conditional, however, on the consortium being able to
acquire the entire ABN AMRO Group for EUR 72 billion. Although this bid is
higher in nominal terms, ABN AMRO rejected it as being inferior to the Bank
of
America offer because of each of the two transactions (i.e. the bid for LaSalle
and the bid for ABN AMRO as a whole) being wholly conditional on the other,
the
uncertainty about how the consortium will finance the purchase of ABN AMRO
as a
whole and a number of other conditions linked to that bid.
On
10 May ABN AMRO’s Chief Financial Officer Hugh Scott-Barrett announced his
resignation with effect from 1 August 2007, having decided not to accept a
position in the new entity that would be created by a merger with Barclays.
Managing Board member Huibert Boumeester will succeed him as Chief Financial
Officer.
We
intend to announce the date of the Extraordinary General Meeting of
Shareholders, at which the various alternatives available at that time will
be
considered, once we know when judgement in the appeal is given and the
consortium has provided clarification on its intentions.
As
yet the outcome of the process is unknown, but I will endeavour to keep you
as
fully informed on further developments as possible. Our website,
www.abnamro.com, is also regularly updated with the latest press releases
and announcements.
Kind
regards,
Richard
Bruens
Executive
Vice
President
Head
of Investor
Relations
Cautionary
statement regarding forward-looking statements
This
announcement contains forward-looking statements. Forward-looking statements
are
statements that are not historical facts, including statements about our
beliefs
and expectations. Any statementin this announcement that expresses or implies
our intentions, beliefs, expectations or predictions (and the assumptions
underlying them) is a forward-looking statement. These statements are based
on
plans, estimates and projections, as they are currently available to the
management of ABN AMRO Holding N.V. ("ABN AMRO"). Forward-looking statements
therefore speak only as of the date they are made, and we take no obligation
to
update publicly any of them in light of new information or future
events.
Forward-looking
statements involve inherent risks and uncertainties. A number of important
factors could therefore cause actual future results to differ materially
from
those expressed or implied in any forward looking statement. Such factors
include, without limitation, the consummation of our proposed merger with
Barclays PLC ("Barclays"); the completion of our proposed disposition of
LaSalle; the conditions in the financial markets in Europe, the United
States,
Brazil and elsewhere from which we derive a substantial portion of our
trading
revenues; potential defaults of borrowers or trading counterparties; the
implementation of our restructuring including the envisaged reduction in
headcount; the reliability of our risk management policies, procedures
and
methods; the outcome of ongoing criminal investigations and other regulatory
initiatives related to compliance matters in the United States and the
nature
and severity of any sanctions imposed; and other risks referenced in our
filings
with the US Securities and Exchange Commission. For more information on
these
and other factors, please refer to Part I: Item 3.D "Risk Factors" in our
Annual
Report on Form 20-F filed with the US Securities and Exchange Commission
and to
any subsequent reports furnished or filed by us with the US Securities
and
Exchange Commission. The forward-looking statements contained in this
announcement are made as of the date hereof, and the companies assume no
obligation to update any of the forward-looking statements contained in
this
announcement.
Additional
Information and Where to Find it
In
connection with the proposed business combination transaction between Barclays
and ABN AMRO, Barclays expects that it will file with the US Securities
and
Exchange Commission a Registration Statement on Form F-4 which will contain
a
prospectus, a Tender Offer Statement on Schedule TO and other relevant
materials. In addition, ABN AMRO expects that it will file with the US
Securities and Exchange Commission a Solicitation/Recommendation Statement
on
Schedule 14D-9 and other relevant materials. Such documents, however, are
not
currently available.
INVESTORS
ARE URGED TO READ ANY DOCUMENTS REGARDING THE POTENTIAL TRANSACTION IF
AND WHEN
THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION.
Investors
will be able to obtain a free copy of such filings without charge, at the
SEC's
website (http://www.sec.gov) once such documents are filed with the SEC.
Copies
of such documents may also be obtained from Barclays and ABN AMRO,
without charge, once they are filed with the SEC.
The
publication and distribution of this document and any separate documentation
regarding the intended Offer, the making of the intended Offer and the
issuance
and offering of shares may, in some jurisdictions, be restricted by law.
This
document is not being published and the intended Offer is not being made,
directly or indirectly, in or into any jurisdiction in which the publication
of
this announcement and the making of the intended Offer would not be in
compliance with the laws of that jurisdiction. Persons who come into possession
of this announcement should inform themselves of and observe any of these
restrictions. Any failure to comply with these restrictions may constitute
a
violation of the securities laws of that jurisdiction.
Signatures
Pursuant
to the requirements of the
Securities Exchange Act of 1934, the registrants have duly caused this report
to
be signed on their behalf by the undersigned, thereunto duly authorized.
| ABN AMRO HOLDING N.V. | |||
| Date: May 30, 2007 | By: | /s/ Petri Hofste | |
|
|
|||
| Name: | Petri Hofste | ||
| Title: | Group Accounting Officer | ||
| By: | /s/ Willem Nagtglas Versteeg | ||
|
|
|||
| Name: | Willem Nagtglas Versteeg | ||
| Title: | Company Secretary | ||