UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)
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)
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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
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(Name, Address and Telephone Number of Persons Authorized to Receive
Notices and Communications)
October 6, 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.
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This Amendment No. 2 amends and supplements the Schedule 13D Statement
filed on June 27, 2000, as amended by Amendment No. 1 filed on July 7, 2000 (the
"Schedule 13D"), by Deutsche Bank AG ("DBAG") and DB U.S. Financial Markets
Holding Corporation ("DBUS"), 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 4. Purpose of Transaction.
Beginning in mid-September, following an initial contact from a
representative of NDB to DBAG's representative on the NDB Board prompted by an
unsolicited inquiry NDB had received from a third party, representatives of DBAG
had several discussions with representatives of NDB regarding the possibility
that DBAG might be interested in acquiring control of NDB, although DBAG neither
formulated nor made any plans or proposals in this regard.
Following several telephone conversations between representatives of
DBAG and NDB on October 6, 2000, that same evening DBAG proposed to a
representative of NDB the acquisition by DBAG of all of the outstanding equity
capital of NDB in a negotiated transaction for US$49 per share of Common Stock
in cash. DBAG indicated that its proposal was subject to the approval of both
DBAG's Management Board and Supervisory Board as well as to the negotiation of
mutually satisfactory merger and stockholder agreements, and expressed the
desire of DBAG to work expeditiously with NDB and its Board of Directors and
advisors toward such a transaction.
The representative of NDB indicated a willingness to pursue such
proposal and since such time NDB and DBAG have continued to have discussions and
negotiations looking toward a transaction reflecting such proposal.
On October 10, 2000, DBAG's Management Board approved the proposal made
to NDB. DBAG's proposal remains subject to the approval of DBAG's Supervisory
Board. Additionally, DBAG's proposal remains subject to the negotiation of
mutually satisfactory definitive agreements and acceptance of the proposal by
NDB and its Board of Directors. There can be no assurance that any transaction
will be agreed-upon or, if agreed-upon, consummated or as to the timing thereof.
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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 10, 2000
DEUTSCHE BANK AG
By:
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Name: Edson Mitchell
Title: Member of Management Board
By:
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Name: Onder Unsal
Title: Vice President
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Exhibit Index
1. Joint Filing Agreement and Consent.
