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):
May 1, 2000
NATIONAL DISCOUNT BROKERS GROUP, INC.
(Exact name of Registrant as specified in Charter)
Delaware 1-9480 22-2394480
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(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
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(Address of principal executive office) (Zip Code)
Registrant's telephone number including area code: (201) 946-2200
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Not Applicable
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(Former name and former address, as changed since last report)
<PAGE>
Item 5. Other Event
National Discount Brokers Group, Inc. (the "Registrant") and Deutsche
Bank Americas Holding Corporation have amended the letter agreement dated March
27, 2000 between them to extend the term of the letter agreement and certain
other provisions. The amendment to the letter agreement is filed as an exhibit
to this Form 8-K and is incorporated herein by reference
Item 7. Financial Statements and Exhibits
(c) Exhibits
99 Amendment, dated May 1, 2000, to letter of intent dated
March 27, 2000 National Discount Brokers Group, Inc. and
Deutsche Bank Americas Holding Corporation
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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.
Registrant
Dated: May 2, 2000 By:
Name: Arthur Kontos
Title: President and Chief
Executive Officer
<PAGE>
EXHIBIT 99
May 1, 2000
National Discount Brokers Group, Inc.
10 Exchange Place Centre
15th Floor
Jersey City, NJ 07302
Ladies and Gentlemen:
Reference is made to the letter agreement (the "Letter
Agreement") dated March 27, 2000, setting forth the terms and conditions of the
agreement in principle between Deutsche Bank Americas Holding Corporation
("Deutsche Bank"), and National Discount Brokers Group, Inc. (the "Company")
relating to the proposed acquisition by Deutsche Bank of an equity interest in
the Company and the formation of certain strategic relationships described
therein. Capitalized terms used herein and not otherwise defined shall have the
meanings given to them in the Letter Agreement.
Paragraph 13 of the Letter Agreement is hereby amended and
restated to read as follows:
13. If the Investment Agreement has not been executed
and delivered by the Company and DB U.S. Financial Markets Holding
Corporation on or prior to May 16, 2000, this letter may be terminated
by either party upon written notice to the other party. Upon such
termination, neither party shall have any obligation to the other
respecting the subject matter hereof, except to the extent otherwise
provided herein and in the Non-Disclosure Agreements.
Except as otherwise set forth above, the Letter Agreement shall continue in full
force and effect.
THIS LETTER SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE
PERFORMED WITHIN THAT STATE.
This letter may be executed in counterparts, each of which
shall be deemed to be an original, but all of which shall constitute one and the
same instrument.
<PAGE>
If the foregoing is in accordance with your understanding and
agreement with Deutsche Bank, please sign and return the duplicate of this
letter enclosed herewith.
Sincerely,
DEUTSCHE BANK AMERICAS
HOLDING CORPORATION
By___________________________
Name:
Title:
By___________________________
Name:
Title:
Accepted and agreed to
on the terms set forth above:
NATIONAL DISCOUNT BROKERS GROUP, INC.
By___________________________
Name:
Title:
