February 24, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: National Discount Brokers Group, Inc.: Form 8-K
Dear Sir/Madam:
On behalf of National Discount Brokers Group, Inc. (the "Company"),
enclosed for filing is a copy of the Company's Current Report on Form 8-K,
including exhibits thereto.
If you have any questions or comments regarding this filing, please
call me at (201) 946-2200.
Very truly yours,
\s\Denise Isaac
-------------------
Denise Isaac
Chief Financial Officer
Enclosures
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
February 22, 1999
NATIONAL DISCOUNT BROKERS GROUP, INC.
(Exact name of Registrant as specified in Charter)
Delaware 1-9480 22-2394480
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification
Number)
10 Exchange Place Centre, 15th Floor, Jersey City, New Jersey 07302-3913
(Address of principal executive office) (Zip Code)
Registrant's telephone number including area code: (201) 946-2200
--------------
Not Applicable
(Former name and former address, as changed since last report)
<PAGE>
Item 4. Changes in Registrant's Certifying Accountant
On February 12, 1999, KPMG LLP (the "Former Accountants"), who were
engaged as the accountants to audit the financial statements of
National Discount Brokers Group, Inc. (the "Company"), resigned by
mutual agreement with the Company. The Former Accountants have read the
Company's previously filed Form 8-K dated February 12, 1999 reporting
on their resignation and have confirmed by letter filed with this Form
8-K addressed to the Securities and Exchange Commission the accuracy of
certain information in the Form 8-K.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits Description
Exhibit No. 16 Former Accountants' Letter Regarding Form 8-K
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
National Discount Brokers Group, Inc.
Registrant
Dated: February 24, 1999 By:
-------------------------------------
Name: Arthur Kontos
Title: President and Chief
Executive Officer
<PAGE>
KPMG EXHIBIT 16
757 Third Avenue
New York, NY 10017
February 22, 1999
Office of the Chief Accountant
Securities and Exchange Commission
SECPS Letter Files
Mail Stop 9-5
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
We were previously principal accountants for National Discount Brokers Group,
Inc. and, under the date of July 15, 1998, we reported on the consolidated
financial statements of National Discount Brokers Group, Inc. and subsidiaries
as of and for the years ended May 31, 1998 and 1997. On February 12, 1999, we
resigned. We have read National Discount Brokers Group, Inc. statements included
under Item 4 of its Form 8-K dated February 12, 1999, and we agree with such
statements, except for Items 4 (b) and (c), as we have no basis to confirm such
statements.
Very truly yours,
KPMG LLP
cc: Arthur Kontos - National Discount Brokers Group, Inc.
Paul Wirth - KPMG LLP
Steven Gallotta - KPMG LLP
