-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SUkdU+6AIUUbAVqMSpbCW/TpwOTtLfpx2Xmlc4z45OLXZxKlj1eRKBChg8bLnZtT gXyUcsLjkOlK9LWvT1kH/Q== 0000902664-03-000860.txt : 20030630 0000902664-03-000860.hdr.sgml : 20030630 20030630163639 ACCESSION NUMBER: 0000902664-03-000860 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20011231 FILED AS OF DATE: 20030630 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ABN AMRO BANK NV CENTRAL INDEX KEY: 0000897878 STANDARD INDUSTRIAL CLASSIFICATION: COMMERCIAL BANKS, NEC [6029] IRS NUMBER: 000000000 STATE OF INCORPORATION: P7 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14624-05 FILM NUMBER: 03764864 BUSINESS ADDRESS: STREET 1: GUSTAV MAHLERLAAN 10 STREET 2: - CITY: AMSTERDAM STATE: P7 BUSINESS PHONE: 0113120628 MAIL ADDRESS: STREET 1: P.O. BOX 283 STREET 2: - CITY: AMSTERDAM STATE: P7 ZIP: 1000 EA 11-K 1 srz9449719v1.txt ABN AMRO BANK 11-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------- FORM 11-K ---------------------- FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2002 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______ to _________ Commission file number 001-14624 A. Full title of the plan and the address of the plan, if different from that of the issuer named below: ABN AMRO WCS HOLDING COMPANY 401(K) SAVINGS PLAN B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: ABN AMRO HOLDING N.V. GUSTAV MAHLERLAAN 10, 1082 PP AMSTERDAM THE NETHERLANDS SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan Administrator of the ABN AMRO WCS Holding Company 401(K) Savings Plan has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. ABN AMRO WCS HOLDING COMPANY 401(K) SAVINGS PLAN DATE: June 30, 2003 By: /s/ Richard Mancinelli --------------------------------- Name: Richard Mancinelli Title: Director, Human Resources EXHIBIT INDEX EXHIBIT NO. DESCRIPTION PAGE NUMBER 23.1 Consent of Ernst & Young 12 23.2 Consent of P&G Associates 13 Financial Statements and Supplemental Schedule ABN AMRO WCS Holding Company 401(k) Savings Plan (formerly ABN AMRO Securities LLC 401(k) Savings Plan) DECEMBER 31, 2002 AND 2001 AND YEAR ENDED DECEMBER 31, 2002 WITH REPORT OF INDEPENDENT AUDITORS Employer Identification #13-4190831 Plan #001 ABN AMRO WCS HOLDING COMPANY 401(K) SAVINGS PLAN EIN 13-4190831 (FORMERLY ABN AMRO SECURITIES LLC 401(K) SAVINGS PLAN) Plan #001 Financial Statements and Supplemental Schedule December 31, 2002 and 2001 and Year ended December 31, 2002 CONTENTS Report of Independent Auditors................................................1 Financial Statements: Statements of Assets Available for Benefits...................................3 Statements of Changes in Assets Available for Benefits........................4 Notes to Financial Statements.................................................5 Supplemental Schedule: Schedule H, Line 4i - Schedule of Assets (Held at End of Year)...............10 Consent of Independent Auditors..............................................11 Report of Independent Auditors Members of the Committee Administering the ABN AMRO WCS Holding Company 401(k) Savings Plan We have audited the accompanying statement of assets available for benefits of ABN AMRO WCS Holding Company 401(k) Savings Plan (formerly ABN AMRO Securities LLC 401(k) Savings Plan) as of December 31, 2002, and the related statement of changes in assets available for benefits for the year then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the assets available for benefits of the Plan as of December 31, 2002, and the changes in its assets available for benefits for the year then ended, in conformity with accounting principles generally accepted in the United States. Our audit was performed for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedule of assets (held at end of year) as of December 31, 2002, is presented for purposes of additional analysis and is not a required part of the financial statements but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan's management. This supplemental schedule has been subjected to the auditing procedures applied in our audit of the financial statements, and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole. /s/ ERNST & YOUNG LLP --------------------------- ERNST & YOUNG LLP Chicago, Illinois June 23, 2003 1 INDEPENDENT AUDITORS' REPORT ---------------------------- To the Plan Administrator of ABN AMRO Securities LLC 401(k) Savings Plan We have audited the accompanying statement of net assets available for benefits of ABN AMRO Securities LLC 401(k) Savings Plan as of December 31, 2001, and the related statement of changes in net assets available for benefits for the period then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the ABN AMRO Securities LLC 401(k) Savings Plan as of December 31, 2001, and the changes in its net assets available for benefits for the period then ended in conformity with accounting principles generally accepted in the United States of America. Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of (1) assets held for investment at end of year, and (2) reportable transactions together referred to as "supplemental information", are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental information is the responsibility of the Plan's management. The supplemental information has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole /s/ P&G ASSOCIATES - ------------------ P&G ASSOCIATES October 4, 2002 2
ABN AMRO WCS HOLDING COMPANY 401(K) SAVINGS PLAN EIN 13-4190831 (FORMERLY ABN AMRO SECURITIES LLC 401(K) SAVINGS PLAN) Plan #001 Statements of Assets Available for Benefits DECEMBER 31, ---------------------------------------- 2002 2001 ---------------------------------------- ASSETS Investments, at Fair Value: Money Market Fund $ 30,720,738 $ 27,890,029 Shares of Registered Investment Companies 48,297,004 53,444,779 Participant Loans 4,243,159 4,016,837 Common/Collective Trusts 28,340,162 31,382,532 ABN AMRO Stock Fund 920,990 - ---------------------------------------- Total Investments 112,522,053 116,734,177 Contributions Receivable: Employers 384,950 - ---------------------------------------- Total Contributions Receivable 384,950 - ---------------------------------------- Assets available for benefits $112,907,003 $116,734,177 ======================================== SEE NOTES TO FINANCIAL STATEMENTS.
3
ABN AMRO WCS HOLDING COMPANY 401(K) SAVINGS PLAN EIN 13-4190831 (FORMERLY ABN AMRO SECURITIES LLC 401(K) SAVINGS PLAN) Plan #001 Statement of Changes in Assets Available for Benefits Year ended December 31, 2002 ADDITIONS Contributions: Employer $ 6,987,643 Participants 16,952,697 Participant Rollovers 1,743,577 Transfer from Other Plans (Net) 5,187,143 Investment Income: Interest and dividends 1,437,925 ---------------------- Total Additions 32,308,985 DEDUCTIONS Benefits Paid to Participants 15,269,180 Administration and Management Fees 30,075 ---------------------- Total Deductions 15,299,255 Net Realized and Unrealized Depreciation in Fair Value of Investments (20,836,904) ---------------------- Net Decrease (3,827,174) Assets Available for Benefits at Beginning of Year 116,734,177 ---------------------- Assets Available for Benefits at End of Year $112,907,003 ====================== SEE NOTES TO FINANCIAL STATEMENTS.
4 ABN AMRO WCS HOLDING COMPANY 401(K) SAVINGS PLAN EIN 13-4190831 (FORMERLY ABN AMRO SECURITIES LLC 401(K) SAVINGS PLAN) Plan #001 NOTES TO FINANCIAL STATEMENTS 1. DESCRIPTION OF PLAN The following description of the ABN AMRO WCS Holding Company (Company) 401(k) Savings Plan, formerly the ABN AMRO Securities LLC 401(k) Savings Plan, (Plan) provides only general information. Participants should refer to the Plan agreement for a more complete description of the Plan's provisions. The Plan is a defined contribution plan that was established April 15, 2001, as a result of the sale by ING Financial Services Corporation of its U.S. domestic investment banking business to the Company. The Plan, formerly known as the ABN AMRO Securities LLC 401(k) Savings Plan, was restated, amended, and renamed effective January 1, 2002. As of January 1, 2002, the eligible employees of the Plan include all employees of ABN AMRO WCS Holding Company, affiliates and subsidiaries, and employees of Wholesale Client Services Strategic Business Units of the offices of ABN AMRO Bank N.V. located in the United States and the U.S. Virgin Islands (collectively, the Employers), except those that may be covered by a foreign plan. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). ELIGIBILITY AND CONTRIBUTIONS: Participation in the Plan is voluntary. Each employee who was a participant in the former ING Financial Services Corporation 401(k) Plan on April 15, 2001, and who became an employee of the Company on April 16, 2001, was eligible for the Plan. Each other employee is eligible after completion of six months of continuous service. Effective July 1, 2002, eligible employees may elect to contribute from 1% to 100% of their pretax eligible salaries, as defined. Prior to July 1, 2002, eligible employees could contribute from 1% to 15% of their pretax eligible salaries. Company matching contributions are equal to 50% of the employees' contributions for the first 6% that the employee contributes. The Company may also make a discretionary matching contribution to participants who are employed on the last day of the Plan year. Current law limits participant pretax contributions to $11,000 for the Plan year ended December 31, 2002 ($10,500 in 2001). Withdrawals of pretax contributions are subject to certain tax law restrictions. The Plan also provides a "rollover" provision for new employees receiving distributions from a qualified plan of a former employer within 60 days. VESTING: Participants are immediately vested in their contributions plus actual earnings thereon. Vesting in the Company contribution portion of their accounts plus actual earnings thereon is based on years of continuous service. A participant is 100% vested in the Company contribution portion after two years of credited service. 5 ABN AMRO WCS HOLDING COMPANY 401(K) SAVINGS PLAN EIN 13-4190831 (FORMERLY ABN AMRO SECURITIES LLC 401(K) SAVINGS PLAN) Plan #001 NOTES TO FINANCIAL STATEMENTS (CONTINUED) 1. DESCRIPTION OF PLAN (CONTINUED) PAYMENT OF BENEFITS: In the event of retirement, termination of employment, death of a participant, or total disability while employed, the participant's account may be distributed to the participant or beneficiary (in the event of the participant's death) through the payment of installments over a fixed period of time or in payment of a lump sum. Also, under certain circumstances, a participant may withdraw a portion or all of certain of the amounts credited to his or her account. Employees who leave or are terminated before their vesting date forfeit their nonvested balances. BREAK IN SERVICE: A participant who terminates employment with the Company after participating in the Plan and is subsequently re-employed by the Company shall be immediately eligible to become a member of the Plan. INVESTMENT ELECTIONS: A participant may elect to direct the employee contributions and Company contributions to any investment fund offered by the Plan in multiples of 1%. Changes in the proportion of contributions and transfers between funds are also permissible, subject to certain restrictions as defined in the Plan. PARTICIPANT WITHDRAWALS: Prior to termination of service, a portion of a participant's contributions may be withdrawn under financial hardship upon written notice in such form as prescribed by the Benefits Plan Committee. Upon withdrawing from the Plan, participants generally receive a full disbursement of their vested account balances. Any participant who has not attained the age of 59 1/2 may be subject to a 10% penalty and applicable income taxes. Upon termination of employment, a participant shall receive a distribution of the value of his account. The value of any distribution will be determined as of the valuation date coinciding with or immediately following the participant's termination of employment. PARTICIPANT ACCOUNTS: Each participant's account is credited with the participant's contributions and allocations of (a) the Company's contributions and (b) plan earnings, and is charged with an allocation of administrative expenses. Allocations are based on participant account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant's account. PARTICIPANT LOANS: Participants may request a loan from the Plan up to 50% of their vested account balance, to a maximum of $50,000. The minimum loan amount is $1,000. A participant may have two loans outstanding at a time. A maximum of 60 months is allowed for all loan repayments. The loans are secured by the balance in the participant's account and bear interest at a rate commensurate with local prevailing rates as determined quarterly by the plan administrator. Principal and interest is paid ratably through monthly payroll deductions. 6 ABN AMRO WCS HOLDING COMPANY 401(K) SAVINGS PLAN EIN 13-4190831 (FORMERLY ABN AMRO SECURITIES LLC 401(K) SAVINGS PLAN) Plan #001 NOTES TO FINANCIAL STATEMENTS (CONTINUED) 1. DESCRIPTION OF PLAN (CONTINUED) PLAN TERMINATION: Although it has not expressed any intent to do so, the Plan may be terminated, partially terminated, or contributions under the Plan may be partially or completely terminated at any time by the Board of Directors of the Company, subject to the provisions of ERISA. In the event of such termination of the Plan, the assets remaining shall be distributed to participants, former participants and beneficiaries in proportion to their respective account balance at the date of termination. TRANSFERS FROM OTHER PLANS (NET): The Plan was amended, effective January 1, 2002, to cover all ABN AMRO WCS Holding Company employees. As a result of this amendment, $78.1 million in assets were transferred to the Plan from the ABN AMRO Group Profit Sharing and Savings Plan as of December 31, 2001. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES USE OF ESTIMATES: The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. VALUATION OF INVESTMENTS: The Plan's investments are stated at fair value. The shares of registered investment companies are valued at quoted market prices, which represent the asset value of shares held by the Plan at year-end. The common collective trusts are valued at quoted redemption value. The participant loans are valued at their outstanding balances, which approximate fair value. The fair value of the ABN AMRO Stock Fund is based on the quoted market price. The fair value of the money market fund approximates the outstanding balance. INVESTMENT INCOME RECOGNITION: Purchases and sales of securities and fund units are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. FORFEITED ACCOUNTS: At December 31, 2002, forfeited nonvested accounts totaled $65,624. These accounts are used to reduce future employer contributions. During 2002, no amounts were applied against employer contributions. RECLASSIFICATIONS: Certain amounts in the 2001 financial statements have been reclassified to conform to the 2002 presentation. 7 ABN AMRO WCS HOLDING COMPANY 401(K) SAVINGS PLAN EIN 13-4190831 (FORMERLY ABN AMRO SECURITIES LLC 401(K) SAVINGS PLAN) Plan #001 NOTES TO FINANCIAL STATEMENTS (CONTINUED) 3. INVESTMENTS (Depreciation)/Appreciation in the fair value of the Plan's investments (including investments bought, sold, as well as held during the year) is as follows:
- ----------------------------------------------------------------------------------------------------------- 2002 - ----------------------------------------------------------------------------------------------------------- (DEPRECIATION)/ APPRECIATION IN FAIR FAIR VALUE AT END OF VALUE DURING YEAR YEAR -------------------------------------------------- Fair Value as Determined by Quoted Market Price: Shares of Registered Investment Companies $(14,253,935) $48,297,004 ABN AMRO Stock Fund (29,762) 920,990 -------------------------------------------------- Sub Total (14,283,697) 49,217,994 Fair Value as Determined by Quoted Redemption Value: Common / Collective Trusts (6,553,207) 28,340,162 -------------------------------------------------- Sub Total (6,553,207) 28,340,162 Fair Value Approximates Outstanding Balance: Money Market Fund - 30,720,738 Loans to Participants - 4,243,159 -------------------------------------------------- Sub Total - 34,963,897 -------------------------------------------------- Total $(20,836,904) $112,522,053 ==================================================
The fair value of individual investments that represent 5% or more of the Plan's assets is as follows: DECEMBER 31, 2002 2001 --------------------------------------- Harbor Capital Fund $11,557,275 $15,610,250 MSIF Trust Balanced Fund 5,743,567 6,828,204 Putnam Bond Index Fund 6,109,709 - Putnam Growth & Income Fund 8,284,956 9,603,160 Putnam Money Market Fund 30,720,738 27,890,029 Putnam S&P 500 Index Fund 22,230,453 28,866,665 8
ABN AMRO WCS HOLDING COMPANY 401(K) SAVINGS PLAN EIN 13-4190831 (FORMERLY ABN AMRO SECURITIES LLC 401(K) SAVINGS PLAN) Plan #001 NOTES TO FINANCIAL STATEMENTS (CONTINUED) 4. INCOME TAX STATUS The Plan has received a determination letter from the Internal Revenue Service dated December 12, 2002, stating that the Plan is qualified under Section 401(a) of the Internal Revenue Code (the Code) and, therefore, the related trust is exempt from taxation. Subsequent to the issuance of the determination letter, the Plan was amended. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualification. The Plan Administrator believes the Plan is being operated in compliance with the applicable requirements of the Code and, therefore, believes that the Plan, as amended, is qualified and the related trust is tax exempt. 9 Supplemental Schedule ABN AMRO WCS HOLDING COMPANY 401(K) SAVINGS PLAN EIN 13-4190831 (FORMERLY ABN AMRO SECURITIES LLC 401(K) SAVINGS PLAN) Plan #001 SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
DECEMBER 31, 2002 - ------------------------------------------------------------------------------------------------------------ IDENTITY OF ISSUE, BORROWER, SHARES/ CURRENT LESSOR, OR SIMILAR PARTY UNITS VALUE - ------------------------------------------------------------------------------------------------------------ Putnam Money Market Fund* 30,720,738 $30,720,738 Shares of Registered Investment Companies: ABN AMRO Real Estate Fund* 201,489 1,867,803 ABN AMRO Veredus Aggressive Growth* 58,041 625,103 BGI Ext Mkt K 139,644 2,621,116 Harbor Capital 571,859 11,557,275 MSIF Emerging 273,478 2,773,071 MSIF Trust Balanced 624,301 5,743,567 PIMCO Total Return High Yield 162,716 1,386,344 Putnam Growth & Income Fund* 585,923 8,284,956 Putnam Growth Opportunities Fund* 343,911 3,569,801 Putnam International Growth Fund* 312,258 5,124,156 Royce Micro Cap 318,772 3,238,727 Van Kampen Aggressive Growth 169,874 1,505,085 Participant Loans VARYING RATES ORIGINATED AT PRIME + 4,243,159 2% AND VARYING MATURITIES Common / Collective Trusts: Putnam Bond Index* 468,177 6,109,709 Putnam S&P 500 Index Fund* 1,027,285 22,230,453 ABN AMRO Stock Fund* 63,015 920,990 -------------------- Total $ 112,522,053 ==================== * Represents a party in interest 11
Exhibit 23.1 Consent of Independent Auditors We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-81400) pertaining to the ABN AMRO WCS Holding Company 401(k) Savings Plan of our report dated June 23, 2003, with respect to the financial statements and schedule of the ABN AMRO WCS Holding Company 401(k) Savings Plan included in this Annual Report (Form 11-K) for the year ended December 31, 2002. /s/ ERNST & YOUNG LLP - --------------------- ERNST & YOUNG LLP Chicago, Illinois June 23, 2003 12 Exhibit 23.2 Consent of Independent Auditors We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-81400) pertaining to the ABN AMRO Securities LLC 401(k) Savings Plan of our report dated October 4, 2002, with respect to the financial statements and schedule of the ABN AMRO WCS Holding Company 401(k) Savings Plan included in this Annual Report (Form 11-K) for the year ended December 31, 2002. /s/ P&G ASSOCIATES - ------------------ P&G ASSOCIATES East Brunswick, New Jersey June 23, 2003 13 -----END PRIVACY-ENHANCED MESSAGE-----