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Exhibit (a)(1)(C)
-----------------
Notice of Guaranteed Delivery
for
Tender of Shares of Common Stock
of
National Discount Brokers Group, Inc.
to
Deutsche Acquisition Corp.
an indirect wholly owned subsidiary of
Deutsche Bank AG
(Not to be Used for Signature Guarantees)
This Notice of Guaranteed Delivery (or one substantially in the form
hereof) must be used to accept the Offer (as defined herein) if (a)
certificates ("Share Certificates") representing shares of common stock, par
value $.01 per share ("Shares"), of National Discount Brokers Group, Inc., a
Delaware corporation, are not immediately available; (b) time will not permit
all required documents to reach ChaseMellon Shareholder Services, L.L.C. (the
"Depositary"), on or prior to the Expiration Date (as defined in the Offer to
Purchase) of the Offer; or (c) the procedure for book-entry transfer, as set
forth in the Offer to Purchase, cannot be completed on a timely basis. This
Notice of Guaranteed Delivery may be delivered by hand or mail or transmitted
by facsimile transmission to the Depositary. See Section 3, "Procedures for
Tendering Shares," of the Offer to Purchase.
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The Depositary for the Offer is:
ChaseMellon Shareholder Services, L.L.C.
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By Overnight Courier: By Mail: By Hand:
Reorganization Department Reorganization Department Reorganization Department
85 Challenger Road P.O. Box 3301 120 Broadway
Mail Stop -- Reorg. South Hackensack, NJ 07606 13th Floor
Ridgefield Park, NJ 07660 New York, NY 10271
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By Facsimile Transmission:
(for Eligible Institutions only)
(201) 296-4293
Confirm by Telephone:
(201) 296-4860
Delivery of this Notice of Guaranteed Delivery to an address other than
as set forth above, or transmission of instructions via facsimile to a number
other than as listed above, does not constitute a valid delivery.
This Notice of Guaranteed Delivery is not to be used to guarantee
signatures. If a signature on a Letter of Transmittal is required to be
guaranteed by an "Eligible Institution" under instructions thereto, such
signature guarantee must appear in the applicable space provided in the
signature box on the Letter of Transmittal.
The guarantee on the reverse side must be completed.
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Ladies and Gentlemen:
The undersigned hereby tenders to Deutsche Acquisition Corp., a Delaware
corporation and an indirect wholly owned subsidiary of Deutsche Bank AG, a
banking company with limited liability organized under the laws of the Federal
Republic of Germany, upon the terms and subject to the conditions set forth in
the Offer to Purchase, dated October 24, 2000 (the "Offer to Purchase"), and
the related letter of transmittal (the "Letter of Transmittal," which together
with the Offer to Purchase, as amended or supplemented from time to time,
collectively constitute the "Offer"), receipt of each of which is hereby
acknowledged, the number of shares of common stock, par value $.01 per share,
of National Discount Brokers Group, Inc. indicated below pursuant to the
guaranteed delivery procedures set forth in Section 3, "Procedures for
Tendering Shares," of the Offer to Purchase:
---------------------------------
--------------------------------- Number of Shares
--------------------------------- ---------------------------------
Name(s) of Record Holder(s) Certificate Nos. (if available).
Indicate account number at Book-
--------------------------------- Entry Transfer Facility if Shares
Address(es) will be tendered by book-entry
transfer:
---------------------------------
Zip Code ---------------------------------
Account Number
--------------------------------- Dated: , 2000
(Area Code) Telephone No.
X
---------------------------------
X
---------------------------------
Signature(s) of Record Holder(s)
GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a bank, broker, dealer, credit union, savings association
or other entity that is a member in good standing of the Securities Transfer
Agents Medallion Program (an "Eligible Institution"), hereby guarantees
delivery to the Depositary, at one of its addresses set forth above, of
Share Certificates evidencing all shares tendered hereby, in proper form for
transfer, or confirmation of the book-entry transfer of such shares into the
Depositary's account at The Depository Trust Company, in either case
together with delivery of a properly completed and duly executed Letter of
Transmittal (or facsimile thereof) with any required signature guarantee, or
an Agent's Message (as defined in the Offer to Purchase), and any other
documents required by the Letter of Transmittal, all within three trading
days after the date of execution of this Notice of Guaranteed Delivery.
The Eligible Institution that completes this form must communicate the
guarantee to the Depositary and must deliver the Letter of Transmittal and
Share Certificates to the Depositary within the time period indicated
herein. Failure to do so may result in financial loss to such Eligible
Institution.
---------------------------------
Authorized Signature
---------------------------------
Name of Firm ---------------------------------
Name (Please Print)
---------------------------------
Address ---------------------------------
Title
---------------------------------
Zip Code Dated: , 2000
---------------------------------
Area Code and Telephone No.
NOTE: DO NOT SEND SHARE CERTIFICATES WITH THIS NOTICE. SHARE CERTIFICATES
SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL.
