ABN AMRO Capital Funding Trust V ABN AMRO Holding N.V.
ABN AMRO Capital Funding Trust V ABN AMRO Holding N.V.
ABN AMRO Capital Funding Trust V ABN AMRO Holding N.V.
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subordinated guarantee.<br />
The <strong>Trust</strong> will pass the dividends it receives on the LLC preferred securities through to you as distributions on the trust<br />
preferred securities. The <strong>Trust</strong> cannot engage in any other activities. The LLC preferred securities and the related rights<br />
under the <strong>ABN</strong> <strong>AMRO</strong> <strong>Holding</strong> subordinated guarantee will be the only assets of the <strong>Trust</strong>. <strong>ABN</strong> <strong>AMRO</strong> <strong>Holding</strong> will pay all<br />
expenses and liabilities of the <strong>Trust</strong>.<br />
The <strong>Trust</strong> will be treated as a grantor trust for United States federal income tax purposes. As a result, you will be<br />
treated as a beneficial owner of interests in the LLC preferred securities and the related rights under the <strong>ABN</strong> <strong>AMRO</strong> <strong>Holding</strong><br />
subordinated guarantee for United States federal income tax purposes.<br />
AANAH will initially own the trust common securities having an aggregate liquidation preference equal to $1,000.00.<br />
The trust common securities will rank pari passu, and payments thereon will be made pro rata, with the trust preferred<br />
securities, except that in certain circumstances described under "Description of the <strong>Trust</strong> Securities—Subordination of <strong>Trust</strong><br />
Common Securities," the rights of the holders of the trust common securities to distributions and payments upon liquidation,<br />
redemption and otherwise will be subordinated to the rights of the holders of the trust preferred securities.<br />
BNY Midwest <strong>Trust</strong> Company, acting as property trustee, will hold title to the LLC preferred securities for the benefit of<br />
the holders of the trust securities, and the property trustee will have the power to exercise all rights, powers and privileges<br />
with respect to the LLC preferred securities under<br />
S- 6<br />
the LLC agreement to be entered into by AANAH and the <strong>Trust</strong>, as the holder of the LLC preferred securities. In addition, the<br />
property trustee will maintain exclusive control of a segregated non- interest bearing bank account to hold all payments<br />
made in respect of the LLC preferred securities for the benefit of the holders of the trust securities.<br />
The <strong>Trust</strong>'s principal executive offices are located at 135 South LaSalle Street, Chicago, Illinois 60603, and its<br />
telephone number is (312) 904- 2000.<br />
The LLC<br />
<strong>ABN</strong> <strong>AMRO</strong> <strong>Capital</strong> <strong>Funding</strong> LLC V, a Delaware limited liability company, is a direct wholly- owned subsidiary of<br />
AANAH, which is our first- tier U.S. holding company and a subsidiary of the Bank. The Bank is a wholly- owned subsidiary of<br />
<strong>ABN</strong> <strong>AMRO</strong> <strong>Holding</strong>. All of the LLC common securities, which will be the only class of voting securities of the LLC, will be<br />
initially owned by AANAH. The LLC will be treated as a partnership for United States federal income tax purposes.<br />
The LLC exists for the purposes of acquiring and holding the initial intercompany securities issued by the Bank, or<br />
successor intercompany securities, issuing the LLC common securities and the LLC preferred securities, and enforcing the<br />
contingent guarantee for the benefit of the holders of the LLC preferred securities.<br />
In this prospectus supplement, when we refer to "intercompany securities," we mean:<br />
• the initial subordinated debt securities issued by the Bank to the LLC, which we refer to as the "initial<br />
intercompany securities," or<br />
• upon redemption of the initial intercompany securities, other securities issued by the Bank, <strong>Holding</strong> or a non-<br />
U.S. affiliate thereof, which we refer to as the successor intercompany securities.<br />
The LLC may not reinvest in successor intercompany securities if the reinvestment would cause the LLC to be<br />
considered to be an "investment company" within the meaning of the Investment Company Act of 1940, as amended, which<br />
we will refer to in this prospectus supplement as the "1940 Act".<br />
It is expected that the aggregate interest payments on the initial intercompany securities issued by the Bank will be<br />
equal to or greater than the aggregate quarterly dividend payments on the LLC preferred securities.<br />
The location of the principal executive offices of the LLC is 135 South LaSalle Street, Chicago, Illinois 60603, and its<br />
telephone number is (312) 904- 2000.<br />
Cert ain Inf ormat ion Regarding <strong>ABN</strong> <strong>AMRO</strong><br />
<strong>ABN</strong> <strong>AMRO</strong> <strong>Holding</strong> is incorporated under the laws of The Netherlands by deed of May 30, 1990 as the holding<br />
company of <strong>ABN</strong> <strong>AMRO</strong> Bank. The Articles of Association of <strong>Holding</strong> were last amended by deed of May 26, 2003<br />
executed before Mr. R.J.C. van Helden, Notary Public of Amsterdam. <strong>Holding</strong>'s main purpose is to own <strong>ABN</strong> <strong>AMRO</strong> Bank<br />
and its subsidiaries. <strong>Holding</strong> owns 100 percent of the shares of <strong>ABN</strong> <strong>AMRO</strong> Bank and is jointly and severally liable for all<br />
liabilities of <strong>ABN</strong> <strong>AMRO</strong> Bank.