SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
| ABN AMRO Holding N.V. | ABN AMRO Capital Funding LLC VII | ABN AMRO Capital Funding Trust VII |
| (Exact Name of Registrant as Specified in its | (Exact Name of Registrant as Specified in its | (Exact Name of Registrant as Specified in its |
| Charter) | Charter) | Charter) |
| The Netherlands | Delaware | Delaware |
| (State or Other Jurisdiction of Incorporation or | (State or Other Jurisdiction of Incorporation or | (State or Other Jurisdiction of Incorporation or |
| Organization) | Organization) | Organization) |
| Not Applicable | 81-064124 | 56-6616236 |
| (IRS Employer Identification Number) | (IRS Employer Identification Number) | (IRS Employer Identification Number) |
| Gustav Mahlerlaan 10 | c/o ABN AMRO North America Holding | c/o ABN AMRO North America Holding |
| 1082 PP Amsterdam | Company | Company |
| The Netherlands | 135 South LaSalle Street | 135 South LaSalle Street |
| Chicago, IL 60603 | Chicago, IL 60603 |
| If this form relates to the registration of a class of | If this form relates to the registration of a class of |
| securities pursuant to Section 12(b) of the Exchange Act | securities pursuant to Section 12(g) of the Exchange Act |
| and is effective pursuant to General Instruction A.(c), | and is effective pursuant to General Instruction A.(d), |
| please check the following box. x | please check the following box. o |
Securities Act registration statement file number to which this form relates: Reg. No. 333-104778
Securities to be registered pursuant to Section 12(b) of the Act:
| Title of Each Class to be so Registered | Name of Each Exchange on Which Each Class is to be Registered | |
| ABN AMRO Capital Funding Trust VII Preferred Securities | New York Stock Exchange | |
| ABN AMRO Capital Funding LLC VII Preferred Securities* | New York Stock Exchange | |
| Guarantee of ABN AMRO Holding N.V. with | New York Stock Exchange | |
| respect to the Trust Preferred Securities* |
*For listing purposes only, not for trading
Securities to be registered pursuant to Section 12(g) of the Act: None.
Item 1: Description of Registrants’ Securities to be Registered
The title of each class of securities to be registered are ABN AMRO Capital Funding Trust VII Preferred Securities, ABN AMRO Capital Funding LLC VII Preferred Securities, and Guarantees of Preferred Securities of ABN AMRO Capital Funding Trust VII. A description of each class of securities is set forth under the caption “Description of Trust Preferred Securities,” “Description of LLC Preferred Securities,” and “Description of Preferred Securities Guarantees”, respectively, in the prospectus included within the Registration Statement of ABN AMRO Capital Funding Trust VII, ABN AMRO Capital Funding LLC VII and ABN AMRO Holding N.V. on Form F-3, as amended (File No. 333-104778) (the “Registration Statement”), as supplemented by the information under the captions “Description of the Trust Securities”, “Description of the LLC Securities,” and “Description of the Guarantees and the Contingent Guarantee” contained in the prospectus supplement dated February 11, 2004 and filed pursuant to Rule 424(b) under the Securities Act of 1933, as amended, which descriptions are incorporated by reference into this Registration Statement.
Item 2: Exhibits
The following exhibits have been filed with the Securities and Exchange Commission:
| 1 | Form of Amended and Restated Trust Agreement of ABN AMRO Capital Funding Trust VII (including specimen trust preferred security certificate) (incorporated herein by reference to Exhibit 4.14 to the Registration Statement). |
| 2 | Form of Amended and Restated Limited Liability Company Agreement of ABN AMRO Capital Funding LLC VII (including specimen LLC preferred security certificate) (incorporated herein by reference to Exhibit 4.20 to the Registration Statement). |
| 3 | Form of Guarantee of ABN AMRO Holding N.V. with respect to the Trust Preferred Securities (incorporated by reference to Exhibit 4.21 to the Registration Statement). |
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.
| ABN AMRO HOLDING N.V. | |||
| By: | /s/ Rolf Smit | ||
| Name: | Rolf Smit | ||
| Title: | Executive Vice President | ||
| By: | /s/ Arjo Blok | ||
| Name: | Arjo Blok | ||
| Title: | Executive Vice President | ||
| Date: February 13, 2004 | |||
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.
| ABN AMRO CAPITAL FUNDING TRUST VII | |||
| By: | LaSalle Funding LLC, as Depositor | ||
| By: | /s/ J. Sirota | ||
| Name: | J. Sirota | ||
| Title: | Vice President | ||
| Date: February 13, 2004 | |||
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.
| ABN AMRO CAPITAL FUNDING LLC VII | |||
| By: | ABN AMRO North America Holding Company, as Sole Member | ||
| By: | /s/ J. Sirota | ||
| Name: | J. Sirota | ||
| Title: | Vice President | ||
| Date: February 13, 2004 | |||
