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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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) OCTOBER 11, 2000
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NATIONAL DISCOUNT BROKERS GROUP, INC.
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(Exact Name of Registrant as Specified in its Charter)
DELAWARE 1-9480 22-2394480
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(State or Other Jurisdiction of (Commission (I.R.S. Employer
Incorporation) File Number) Identification No.)
10 EXCHANGE PLACE CENTRE, JERSEY CITY, NEW JERSEY 07302
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(Address of principal executive offices) (Zip Code)
(201) 946-2200
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(Registrant's Telephone Number, including Area Code)
NO CHANGE
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
On October 11, 2000, National Discount Brokers Group, Inc. (the
"Company"), Deutsche Bank AG ("DBAG") and Deutsche Acquisition Corp. ("DAC"), a
wholly owned subsidiary of DBAG, entered into a definitive Agreement and Plan of
Merger, a copy of which is attached hereto as Exhibit 99.1 (the "Merger
Agreement"), pursuant to which DBAG would acquire all of the outstanding shares
of common stock of the Company, par value $0.01 per share (each a "Share"), not
already owned by DBAG and its affiliates at a price per Share of $49.00 net to
the seller in cash. The Merger Agreement provides for DAC to commence a tender
offer (the "Offer") to purchase all outstanding Shares within seven business
days of the date of the Merger Agreement.
The transaction, which has been unanimously approved by the Board of
Directors of the Company (other than the DBAG representative on the Board of
Directors who did not participate in the meeting) is subject to a number of
conditions, including the approvals of DBAG's Supervisory Board and various
regulatory agencies and other customary conditions. Certain stockholders of the
Company (other than DBAG and its affiliates), holding in the aggregate
approximately 29% of the outstanding Shares, have agreed to tender their Shares
in the Offer pursuant to the terms and conditions of a Stockholder Tender
Agreement, a copy of which is attached hereto as Exhibit 99.2 (the "Stockholder
Tender Agreement").
The information provided in this Item 1 is qualified in its entirety by
reference to the terms and conditions of the Merger Agreement and Stockholder
Tender Agreement, copies of which are attached hereto as exhibits 99.1 and 99.2,
respectively.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(c) EXHIBITS. The following exhibits are filed with this report:
EXHIBIT
NUMBER DESCRIPTION
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99.1 Agreement and Plan of Merger, dated as of October 11, 2000, by
and among National Discount Brokers Group, Inc., Deutsche Bank
AG and Deutsche Acquisition Corp. (Schedules to the Merger
Agreement have been omitted from this filing; the Company agrees
to provide the Commission with copies of omitted Schedules at
its request.)
99.2 Stockholder Tender Agreement, dated as of October 11, 2000, by
and among Deutsche Acquisition Corp. and certain stockholders
of National Discount Brokers Group, Inc. named therein
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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.
Date: October 13, 2000 By: /s/ FRANK E. LAWATSCH, JR.
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Name: Frank E. Lawatsch, Jr.
Title: General Counsel and
Executive Vice President
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INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION PAGE
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99.1 Agreement and Plan of Merger, dated as of October 11, 2000, by 5
and among National Discount Brokers Group, Inc., Deutsche Bank
AG and Deutsche Acquisition Corp. (Schedules to the Merger
Agreement have been omitted from this filing) the Company agrees
to provide the Commission with copies of omitted Schedules at
its request.)
99.2 Stockholder Tender Agreement, dated as of October 11, 2000, by 48
and among Deutsche Acquisition Corp. and certain stockholders
of National Discount Brokers Group, Inc. named therein
