UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 3)
National Discount Brokers Group, Inc.
-----------------------------
(Name of Issuer)
Common Stock, par value $.01
-----------------------------
(Title of Class of Securities)
635646 102
-----------------------------
(CUSIP Number)
<TABLE>
<S> <C>
Please send all notices and communications to with copies to:
DB U.S. Financial Markets Holding Corporation Cleary, Gottlieb, Steen & Hamilton
c/o Deutsche Bank AG New York Branch One Liberty Plaza
31 West 52nd Street, New York, NY 10019 New York, New York 10006
Attention: General Counsel Attention: William A. Groll, Esq.
212-469-5000 212-225-2000
</TABLE>
----------------------------------------------------------------------
(Name, Address and Telephone Number of Persons Authorized to Receive
Notices and Communications)
October 11, 2000
--------------------------------------------
(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>
SCHEDULE 13D
CUSIP No. 635646 102 Page __ of __ Pages
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Deutsche Bank AG
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Federal Republic of Germany
7 SOLE VOTING POWER
N/A
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 9,616,001 (a)
OWNED BY
EACH REPORTING 9 SOLE VOTING POWER
PERSON N/A
WITH
10 SHARED DISPOSITIVE POWER
9,616,001 (a)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,616,001 (a)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
45.8%
14 TYPE OF REPORTING PERSON*
HC, BK, CO
(a) The reporting persons disclaim beneficial ownership of 6,113,882 of these
shares. Beneficial ownership of such shares is being reported hereunder
solely because the reporting persons may be deemed to have beneficial
ownership of such shares as a result of the Tender Agreements described in
Items 4 and 5.
<PAGE>
SCHEDULE 13D
CUSIP No. 635646 102 Page __ of __ Pages
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
DB U.S. Financial Markets Holding Corporation, IRS identification
number 13-313-1103
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
N/A
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 9,463,882 (a)
OWNED BY
EACH REPORTING 9 SOLE VOTING POWER
PERSON N/A
WITH
10 SHARED DISPOSITIVE POWER
9,463,882 (a)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,463,882 (a)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
45.1%
14 TYPE OF REPORTING PERSON*
CO
(a) The reporting persons disclaim beneficial ownership of 6,113,882 of these
shares. Beneficial ownership of such shares is being reported hereunder
solely because the reporting persons may be deemed to have beneficial
ownership of such shares as a result of the Tender Agreements described in
Items 4 and 5.
<PAGE>
SCHEDULE 13D
CUSIP No. 635646 102 Page __ of __ Pages
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Deutsche Acquisition Corp.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
N/A
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 6,113,882 (a)
OWNED BY
EACH REPORTING 9 SOLE VOTING POWER
PERSON N/A
WITH
10 SHARED DISPOSITIVE POWER
6,113,882 (a)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,113,882 (a)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.1%
14 TYPE OF REPORTING PERSON*
CO
(a) The reporting persons disclaim beneficial ownership of these shares.
Beneficial ownership of such shares is being reported hereunder solely
because the reporting persons may be deemed to have beneficial ownership of
such shares as a result of the Tender Agreements described in Items 4 and
5.
<PAGE>
This Amendment No. 3 amends and supplements the Schedule 13D
Statement filed by Deutsche Bank AG ("DBAG") and DB U.S. Financial Markets
Holding Corporation ("DBUS") on June 27, 2000, as previously amended, 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.
Item 2. Identity and Background.
The Schedule 13D is now also filed by Deutsche Acquisition
Corp. ("Purchaser"), the principal executive offices of which are located at 31
West 52nd Street, Floor 28, New York, New York 10019. All of the outstanding
stock of Purchaser is owned by DBUS.
The names, addresses, occupations and citizenship of the
executive officers and directors of Purchaser are set forth on Exhibit 3 hereto.
Neither Purchaser nor, to the best of its knowledge, any of the persons listed
on Exhibit 3 has, during the last five years, been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
Item 4. Purpose of Transaction.
As previously disclosed in the Schedule 13D, on October 6,
2000, DBAG proposed to acquire all of the outstanding equity capital not owned,
directly or indirectly, by DBAG in a negotiated transaction for US$49 per share
of Common Stock in cash. Representatives of NDB, DBAG and Purchaser engaged in
negotiations concerning this proposal from October 6 through October 11, 2000.
Upon the successful completion of these negotiations, on October 11, 2000, DBAG,
Purchaser and NDB executed an Agreement and Plan of Merger (the "Merger
Agreement"). A copy of the joint press release announcing the Merger Agreement
is attached hereto as Exhibit 4, and a copy of the Merger Agreement is attached
hereto as Exhibit 5 and is incorporated herein by reference. The summary of
certain terms of the Merger Agreement is qualified in its entirety by reference
to the Merger Agreement.
Pursuant to the Merger Agreement, and subject to the terms and
conditions thereof, Purchaser will make a tender offer to acquire all of the
outstanding shares of Common Stock for US$49 per share in cash (the "Offer").
The Offer will be subject to the conditions, among others, that the number of
shares of Common Stock validly tendered and not withdrawn, together with the
shares that DBAG already owns, directly or indirectly, represents a majority of
the outstanding Common Stock on a fully-diluted basis and that DBAG's
Supervisory Board shall have approved the Offer and the Merger (described
below). The Offer will also be subject to other customary conditions. Following
consummation of the Offer, and subject to the terms and conditions of the Merger
Agreement, Purchaser will be merged into NDB and any remaining shares not
purchased in the Offer will be converted into the right to receive US$49 per
share in cash (the "Merger"). Following the Merger, the Common Stock will be
delisted from trading on the New York Stock Exchange and NDB will no longer be
required to file periodic reports under Section 12(b) of the Exchange Act.
Pursuant to the Merger Agreement, following consummation of
the Offer, Purchaser shall be entitled to designate directors to serve on NDB's
board of directors in such number as will give Purchaser representation on the
board proportionate to its stockholdings. In addition, by virtue of the Merger,
the current board of directors will be replaced by designees of DBAG.
As a condition and inducement to DBAG's and Purchaser's
entering into the Merger Agreement, concurrently with the execution of the
Merger Agreement, Purchaser entered into a Stockholder Tender Agreement (the
"Tender Agreement") with Arthur Kontos, the President and Chief Executive
Officer of NDB, and certain of his affiliates, Dennis Marino, the Executive Vice
President and Chief Administrative Officer of NDB, Thomas W. Neumann, the
Executive Vice President of NDB, Peter R. Kellogg and certain of his affiliates,
Go2Net, Inc. and Vulcan Ventures Incorporated (collectively, the "Stockholder
Parties"), who hold an aggregate of 6,113,882 shares of Common Stock. A copy of
the Tender Agreement is attached hereto as Exhibit 6 and is incorporated herein
by reference. The summary of certain terms of the Tender Agreement is qualified
in its entirety by reference to the Tender Agreement. Pursuant to the Tender
Agreement, the Stockholder Parties have agreed to tender into the Offer, not
later than the seventh business day after commencement of the Offer, and not to
withdraw (i) all shares of Common Stock currently held by them and (ii) any
shares of Common Stock subsequently acquired by them, including through the
exercise of stock options. In addition, the Stockholder Parties have agreed not
to dispose of any shares of Common Stock. The Stockholder Parties have also
agreed to vote any shares not purchased pursuant to the Offer in favor of the
Merger and against any alternative contrary proposal and have granted Purchaser
an irrevocable proxy to vote such shares in that manner. The Tender Agreement
will terminate on the earliest of: (a) the purchase of all shares held by the
Stockholder Parties pursuant to the Offer; (b) the effective time of the Merger;
and (c) the date which is 60 days after the date on which the Merger Agreement
is terminated in accordance with its terms.
Item 5. Interest in Securities of the Issuer.
Purchaser and, by virtue of their direct and indirect
ownership of Purchaser, DBUS and DBAG may, as a result of the Tender Agreement,
be deemed to share beneficial ownership of 6,113,882 shares of Common Stock that
are held by the Stockholder Parties. Based on the 21,005,037 shares of Common
Stock represented by NDB in the Merger Agreement to be outstanding, these shares
represent approximately 29.1% of the outstanding Common Stock. Purchaser, DBUS
and DBAG disclaim beneficial ownership of these shares.
As of the date hereof, DBAG may be deemed to beneficially own
an aggregate of an additional 3,502,119 shares of Common Stock, of which
3,350,000 shares are owned by its indirect wholly owned subsidiary DBUS, 50,694
shares are owned by its indirect wholly owned subsidiary Bankers Trust Company
("BT") in fiduciary accounts over which BT has or shares dispositive or voting
power, but as to which neither BT nor DBAG has any pecuniary interest, 61,400
shares are owned by its indirect wholly owned subsidiary BT Opera Trading S.A.,
325 shares are owned by its indirect wholly owned subsidiary DB Alex. Brown LLC
("DBAB") in fiduciary accounts over which DBAB has or shares dispositive or
voting power, but as to which neither DBAB nor DBAG has any pecuniary interest,
and 39,700 shares are beneficially owned by DBAG (London Branch), 35,200 of
which are held in accounts that are managed by unaffiliated advisors.
As a result of the foregoing, DBAG may be deemed to
beneficially own an aggregate of 9,616,001 shares of Common Stock, representing
45.8% of the outstanding Common Stock.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
As described above DBAG is a party to the Merger Agreement and
Purchaser is a party to the Merger Agreement and the Tender Agreement.
Item 7. Material to be Filed as Exhibits.
Exhibit 1 - Joint Filing Agreement and Consent
Exhibit 2 - Power of Attorney
Exhibit 3 - Officers and Directors of Purchaser
Exhibit 4 - Joint Press Release
Exhibit 5 - Merger Agreement
Exhibit 6 - Tender Agreement
<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: October 12, 2000
DEUTSCHE BANK AG
By: /s/ Thomas A. Curtis
-------------------------
Name: Thomas A. Curtis
Title: Attorney-in-Fact
<PAGE>
Exhibit Index
1. Joint Filing Agreement and Consent
2. Power of Attorney
3. Officers and Directors of Purchaser
4. Joint Press Release
5. Merger Agreement
6. Tender Agreement
