February 19, 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 12, 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
(a) On February 12, 1999, KPMG Peat Marwick LLP (the "Former
Accountants"), who was engaged as the accountant to audit the
financial statements of National Discount Brokers Group,
Inc. (the "Company") resigned by mutual agreement with the
Company. The Former Accountants' report on the Company's
financial statements for the years ended May 31, 1997 and May 31,
1998 did not contain an adverse opinion or a disclaimer of
opinion, nor was the Former Accountants' opinion qualified or
modified as to uncertainty, audit scope, or accounting
principles. During the Company's two most recent fiscal years
and up to the date of resignation, there were no disagreements
between the Company and the Former Accountants on any matter of
accounting principles or practices, financial statement
disclosure, or auditing scope or procedure.
(b) On February 19, 1999, the Company engaged a new independent
accountant, PricewaterhouseCoopers LLP (the "New Accountants"), to
audit the Company's financial statements. The decision to change
accounting firms was made by the Board of Directors based upon the
recommendation of the Audit Committee.
(c) The New Accountants were not consulted by the Company as to the
application of accounting principles to a specific completed or
contemplated transaction or the type of audit opinion that might
be rendered on the Company's financial statements during the last
two fiscal years.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
Exhibit No. Description
16 Former Accountants' Letter of Resignation
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 19, 1999 By:
----------------------------------
Name: Arthur Kontos
Title: President and Chief
Executive Officer
<PAGE>
KPMG EXHIBIT 16
757 Third Avenue
New York, NY 10017
February 12, 1999
REVISED COPY
STRICTLY PRIVATE & CONFIDENTIAL
Mr. Arthur Kontos
Chief Executive Officer
National Discount Brokers Group, Inc.
10 Exchange Place
Jersey City, NJ 07302
Dear Mr. Kontos:
This is to confirm that the client-auditor relationship between National
Discount Brokers Group, Inc. and KPMG LLP has ceased.
Very truly yours,
KPMG LLP
Cc: 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
Robert Arning - KPMG LLP
Steve Galotta - KPMG LLP
Paul Wirth - KPMG LLP
