UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 9 - Final Amendment)
National Discount Brokers Group, Inc.
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(Name of Issuer)
Common Stock, par value $.01
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(Title of Class of Securities)
635646 102
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(CUSIP Number)
Please send all notices
and communications to with copies to:
DB U.S. Financial Markets Cleary, Gottlieb, Steen & Hamilton
Holding Corporation One Liberty Plaza
c/o Deutsche Bank AG New York Branch New York, New York 10006
31 West 52nd Street, New York, NY 10019 Attention: William A. Groll, Esq.
Attention: General Counsel 212-225-2000
212-469-5000
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(Name, Address and Telephone Number of Persons Authorized to Receive
Notices and Communications)
November 30, 2000
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(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. [ ]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. Seess.240.13d-7(b) for other
parties to whom copies are to be sent.
<PAGE>
This Amendment No. 9, the final amendment (this "Amendment"), amends
and supplements the Schedule 13D Statement (as amended and supplemented, the
"Schedule 13D") filed with the Securities and Exchange Commission on June 27,
2000, as previously amended, by Deutsche Bank AG ("Deutsche Bank"), DB U.S.
Financial Markets Holding Corporation ("DBUSH") and Deutsche Acquisition Corp.
("DAC"), with respect to the Common Stock, par value $.01 per share (the "Common
Stock"), of National Discount Brokers Group, Inc. ("NDB"). Unless otherwise
indicated, all defined terms used herein shall have the same meanings
respectively ascribed to them in the Schedule 13D.
The Schedule 13D is hereby amended and supplemented by adding the
following:
At 11:59 p.m., on November 30, 2000, the merger of Purchaser into NDB
became effective, completing Deutsche Bank's acquisition of NDB.
The full text of the press release issued by Deutsche Bank on December
1, 2000 is attached hereto as Exhibit 2 and is incorporated herein by reference.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief, we
certify that the information set forth in this statement is true, complete
and correct.
Dated: December 1, 2000
DEUTSCHE BANK AG
By: /s/ Thomas A. Curtis
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Name: Thomas A. Curtis
Title: Attorney-in-Fact
<PAGE>
Exhibit Index
1. Joint Filing Agreement and Consent
2. Text of Press Release issued by Deutsche Bank on December 1, 2000.
<PAGE>
Exhibit 1
Joint Filing Agreement and Consent
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The undersigned agrees that the Amendment to Schedule 13D executed by
Deutsche Bank AG to which this statement is attached as an exhibit is filed on
behalf of Deutsche Bank AG, DB U.S. Financial Markets Holding Corporation and
Deutsche Acquisition Corp. pursuant to Rule 13d-1(k) under the Securities
Exchange Act of 1934.
Dated: December 1, 2000
DB U.S. FINANCIAL MARKETS HOLDING CORPORATION
By: /s/ Michelle Schwabe
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Name: Michelle Schwabe
Title: Managing Director
By: /s/ Thomas A. Curtis
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Name: Thomas A. Curtis
Title: Managing Director
DEUTSCHE ACQUISITION CORP.
By: /s/ Kevin E. Parker
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Name: Kevin E. Parker
Title: President
By: /s/ Thomas A. Curtis
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Name: Thomas A. Curtis
Title: Vice President
<PAGE>
Exhibit 2
Press Release
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FOR IMMEDIATE RELEASE
CONTACTS: Marc Lingnau Stephen Davidson
Press Office Investor Relations
212-469-3993 212-469-7125
[email protected] [email protected]
DEUTSCHE BANK COMPLETES ACQUISITION OF
NATIONAL DISCOUNT BROKERS GROUP, INC.
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NEW YORK, December 1, 2000 - Deutsche Bank AG today announced the completion of
its acquisition of National Discount Brokers Group, Inc. (NYSE: NDB). Its wholly
owned subsidiary Deutsche Acquisition Corp. merged with NDB at 11:59 p.m. last
night. Under the terms of the merger, all remaining stockholders of NDB will
receive $49 in cash upon surrender of the certificates for their shares to a
paying agent appointed for that purpose. A notice of merger and letter of
transmittal for surrendering shares will be mailed shortly to those holders of
NDB common stock who did not tender their shares in the recently concluded
tender offer.
For Deutsche Bank, the transaction marks an important step toward enhancing its
global equities capabilities. Deutsche Bank will now make markets in more than
4,000 NASDAQ and OTC securities and will be, by volume, one of the five largest
NASDAQ market makers. In addition, Deutsche Bank also benefits from NDB's
trading technology platform.
The transaction also combines two complementary online brokerage operations.
NDB.com, recently ranked #1 in Barron's Best of Online Brokers survey in 2000,
has 268,900 customer accounts and $11.2 billion in customer assets. Deutsche
Bank's online brokerage, Brokerage 24, is already a leading brokerage in Europe.
"This combination greatly strengthens our global equities platform," said Kevin
Parker, Global Head of Cash Equities, Sales and Trading at Deutsche Bank. "NDB's
businesses and highly regarded management, combined with Deutsche Bank's Global
Equities franchise, will be a powerful force in the NASDAQ."
# # #
With over EUR995 billion in assets as of September 30, 2000 and approximately
93,000 employees, Deutsche Bank offers its clients unparalleled financial
services throughout the world. It ranks among the leaders in asset management,
capital markets, corporate finance, custody, cash management and private
banking. Deutsche Bank is divided into five major business units: Global
Corporates and Institutions, Global Technology and Services, Asset Management,
Corporates and Real Estates and Private and Retail Banking.
