SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
SCHEDULE 13e-3
(Rule 13e-100)
(Transaction Statement under Section 13(e) of the Securities Exchange
Act of 1934 and Rule 13e-3 thereunder)
(Amendment No. 2)
National Discount Brokers Group, Inc.
--------------------------------------------------------------------------------
(Name of Subject Company)
Deutsche Bank AG
Deutsche Acquisition Corp.
and
National Discount Brokers Group, Inc.
--------------------------------------------------------------------------------
(Name of Filing Persons -- Offerors)
Common Stock, par value $.01 per share
--------------------------------------------------------------------------------
(Title of Class of Securities)
635646 102
--------------------------------------------------------------------------------
(CUSIP Number of Class of Securities)
Please send all notices and communications to: with copies to:
Deutsche Acquisition Corp. Daniel S. Sternberg, Esq.
c/o Deutsche Bank AG New York Branch William A. Groll, Esq.
31 West 52nd Street Cleary, Gottlieb, Steen & Hamilton
New York, NY 10019 One Liberty Plaza
Attention: General Counsel New York, New York 10006
212-469-5000 212-225-2000
----------------------------------------------------------------------
(Name, Address and Telephone Number of Persons Authorized to Receive
Notices and Communications on Behalf of Filing Persons)
--------------------------------------------------------------------------------
Calculation of Filing Fee
--------------------------------------------------------------------------------
Transaction Valuation* Amount of Filing Fee**
--------------------------------------------------------------------------------
$950,604,214 $190,120.84
--------------------------------------------------------------------------------
* Estimated for purposes of calculating the amount of filing fee only. The
amount assumes the purchase of 19,400,086 shares of common stock, par value
$.01 per share ("Shares"), at a price per Share of $49.00 in cash. Such
number of Shares represents the number of Shares outstanding as of October
20, 2000 on a fully-diluted basis, assuming the exercise of all options to
purchase Shares outstanding as of such date, less the number of Shares
already beneficially owned by Deutsche Bank AG.
** The filing fee, calculated in accordance with Rule 0-11 of the Securities
Exchange Act of 1934, is 1/50th of one percent of the aggregate Transaction
Valuation.
[X] Check box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: $171,581.15.
Form or Registration No.: Schedule TO.
Filing Party: Deutsche Bank AG
Date Filed: October 24, 2000.
Amount Previously Paid: $18,539.69
Form or Registration No.: Schedule TO/A
Filing Party: Deutsche Bank AG
Date Filed: November 9, 2000
[ ] Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to
which the statement relates:
[X] third-party tender offer subject to Rule 14d-1.
[ ] issuer tender offer subject to Rule 13e-4.
[X] going-private transaction subject to Rule 13e-3.
[X] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting
the results of the tender offer: [ ]
<PAGE>
This Amendment No. 2 (this "Amendment") amends and supplements the
joint Schedule 13E-3 Transaction Statement (as amended and supplemented, the
"Schedule 13E-3") filed with the Securities and Exchange Commission on October
24, 2000, as previously amended by Amendment No. 1 on November 9, 2000, by
Deutsche Bank AG, a banking company with limited liability organized under the
laws of the Federal Republic of Germany ("Deutsche Bank"), Deutsche Acquisition
Corp., a Delaware corporation and an indirect wholly owned subsidiary of Parent
("Purchaser"), and National Discount Brokers Group, Inc., a Delaware corporation
("NDB"), which are not owned by Deutsche Bank or its affiliates, at $49.00 per
Share, net to the seller in cash (less any required withholding taxes), without
interest thereon, upon the terms and subject to the conditions set forth in the
offer to purchase, dated October 24, 2000 (the "Offer to Purchase"), and in 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"), which are attached as Exhibits (a)(1)(A)
and (a)(1)(B) to the Schedule TO. This Amendment is being filed on behalf of
Deutsche Bank, Purchaser and NDB.
Capitalized terms used and not defined herein shall have the meanings
assigned to such terms in the Offer to Purchase and the Schedule 13E-3.
ITEM 8
Item 8 of the Schedule 13E-3, which incorporates by reference the
information contained in the Offer to Purchase, is hereby amended and
supplemented as follows:
The second sentence of the second paragraph on page 23 of the section
of the Offer to Purchase entitled "Position of Deutsche Bank and Purchaser
Regarding Fairness of the Offer and the Merger" is hereby amended by deleting
the word "Neither" and inserting the following to begin such sentence:
"Other than the factors considered by Deutsche Bank and
Purchaser described in this section of the Offer to Purchase, neither."
<PAGE>
SIGNATURE
After due 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.
DEUTSCHE BANK AG
By /s/ Thomas A. Curtis
----------------------------
Name: Thomas A. Curtis
Title: Attorney-in-Fact
DEUTSCHE ACQUISITION CORP.
By /s/ Thomas A. Curtis
----------------------------
Name: Thomas A. Curtis
Title: Vice President
By /s/ James T. Byrne, Jr.
----------------------------
Name: James T. Byrne, Jr.
Title: Secretary
NATIONAL DISCOUNT BROKERS GROUP, INC.
By /s/ Frank E. Lawatsch, Jr.
----------------------------
Name: Frank E. Lawatsch, Jr.
Title: Executive Vice President,
Secretary and General Counsel
Dated: November 15, 2000
