Reverse Exchangeable Securities (RES) issued by ABN AMRO bank are traded on the

American Stock Exchange (AMEX). RES are a hybrid instrument and have a payoff that

consists of a fixed amount and/or a payoff that is indexed to the performance of a highly

liquid stock.

Consider the RES that is described in the attached prospectus. The RES matures in one and

a half years (the exact issue and maturity dates are given in the prospectus). The RES pays

a coupon of 12%.

The payoff on the RES is determined by the value of 38.88 (let this be denoted by N) shares

of Dell. If the price of Dell stock is greater than $25.72 (let this be denoted by K), then the

final maturity value is equal to $1,000. If the price of Dell stock is less than $25.72, the final

payoff is equal to 38.88 *Dell's Price/share, i.e. the bond is exchanged for 38.88 (N) shares.

Note that the number of shares of Dell multiplied by the benchmark price for Dell that

triggers the differential payoff is equal to $1,000, (i.e. N*K = 1,000).

Modigliani-Miller logic implies that there is no value to be gained from structuring

securities unless there are market inefficiencies to be overcome. Do you agree?

Examine the use of RES as a financing vehicle by ABN AMRO in this context