UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
National Discount Brokers Group, Inc.
-----------------------------
(Name of Issuer)
Common Stock, par value $.01
-----------------------------
(Title of Class of Securities)
635646 102
-----------------------------
(CUSIP Number)
Please send all notices and communications to with copies to:
DB U.S. Financial Markets Holding Corporation Cleary, Gottlieb, Steen &
c/o Deutsche Bank AG New York Branch Hamilton
31 West 52nd Street, New York, NY 10019 One Liberty Plaza
Attention: General Counsel New York, New York 10006
212-469-5000 Attention:
Janet L. Fisher, Esq.
212-225-2472
----------------------------------------------------------------------
(Name, Address and Telephone Number of Persons Authorized to Receive
Notices and Communications)
June 15, 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.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
SCHEDULE 13D
CUSIP No. 635646 102
-----------
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
NUMBER OF SHARES N/A
BENEFICIALLY OWNED BY 8 SHARED VOTING POWER
EACH REPORTING 3,419,582
PERSON 9 SOLE VOTING POWER
WITH N/A
10 SHARED DISPOSITIVE POWER
3,419,582
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,419,582+
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.4%++
14 TYPE OF REPORTING PERSON*
HC, BK, CO
-----------------
+ Included in this figure are the securities held by DB U.S. Financial
Markets Holding Corporation on the following cover page.
++ Included in this percentage are the securities held by DB U.S. Financial
Markets Holding Corporation on the following cover page.
<PAGE>
SCHEDULE 13D
CUSIP No. 635646 102
-----------
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*
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
NUMBER OF SHARES N/A
BENEFICIALLY OWNED BY 8 SHARED VOTING POWER
EACH REPORTING 3,350,000
PERSON 9 SOLE DISPOSITIVE POWER
WITH N/A
10 SHARED DISPOSITIVE POWER
3,350,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,350,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.0%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
Item 1. Security and Issuer.
-------------------
This statement relates to the common stock, $0.01 par value per
share (the "Common Stock") of National Discount Brokers Group,
Inc. (the "Issuer"). The address of the Issuer's principal
executive offices is 10 Exchange Place Centre, 15th Floor, Jersey
City, NJ 07302-3913.
Item 2. Identity and Background.
-----------------------
(a),(b) & (c)
This statement is being filed by Deutsche Bank AG ("DBAG") and DB
U.S. Financial Markets Holding Corporation ("DBUS" and, together
with DBAG, the "Reporting Persons").
The principal business of DBAG is the provision of financial and
related services. DBAG is the largest banking institution in the
Federal Republic of Germany and is the parent company of a group
consisting of banks, capital market and fund management
companies, mortgage banks and property finance companies,
installment financing and leasing companies, insurance companies,
research and consultancy companies and other companies. DBAG is
organized under the laws of the Federal Republic of Germany, and
the address of its principal place of business is Taunusanlage
12, D60325, Frankfurt am Main, Federal Republic of Germany.
DBUS is an indirect wholly owned subsidiary of DBAG. The
principal business of DBUS is to be a holding company of certain
Deutsche Bank businesses. DBUS is organized as a corporation
under the laws of the State of Delaware, and the address of its
principal place of business is 31 West 52nd Street, New York, NY
10019.
(d) & (e)
The attached Schedule A is a list of the executive officers and
directors of the Reporting Persons which contains the following
information with respect to each such person: (i) name; (ii)
business address; (iii) present principal occupation or
employment and the name, principal business and address of any
corporation or other organization in which such employment is
conducted; and (iv) citizenship.
During the last five years, none of the Reporting Persons and, to
the best knowledge of the Reporting Persons, none of the persons
named on Schedule A hereto has (i) been convicted in a criminal
proceeding (excluding traffic violations or similar
misdemeanors); or (ii) has been a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction as a
result of which any such person 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.
This Schedule 13D does not describe certain intermediate holding
companies within the Deutsche Bank group structure. Such holding
companies exercise no material influence over the voting or
disposition of the securities covered by this Schedule 13D,
except to the extent that they may have officers and directors in
common with the companies described herein.
Item 3. Source and Amount of Funds or Other Consideration.
-------------------------------------------------
DBUS acquired 3,000,000 shares of Common Stock on June 15, 2000,
at $45.31 per share. The net amount of funds used by DBUS to
acquire these shares was $135,930,000.
All of the funds used by DBUS to acquire the shares were provided
to DBUS by DBAG. DBAG provided the funds out of working capital.
Item 4. Purpose of Transaction.
----------------------
Securities Purchase Agreement. On May 15, 2000, the Issuer and
DBUS entered into a Securities Purchase Agreement, attached
hereto as Exhibit 2, pursuant to which, on June 15, 2000, after
(i) the parties' receipt of approval by their respective boards
of directors and the New York Stock Exchange; (ii) the
termination of the waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended; and (iii) the
receipt by the Issuer of a fairness opinion with respect to the
fairness of the consideration to be received by the Issuer, DBUS
purchased an aggregate of 3,000,000 shares of the Issuer. DBUS
continues to hold the shares so purchased. The purchased shares
were approved for listing on the New York Stock Exchange
simultaneously with DBUS' purchase thereof.
The purchase of the shares was also conditioned on the execution
by the parties (or, as applicable, their affiliates) of the
agreements and other documents described below, which provide for
registration rights with respect to the shares owned by DBAG and
its affiliates, certain rights and obligations of DBAG and its
affiliates as stockholders of the Issuer and a series of
cooperative arrangements between the Issuer and DBUS and their
respective affiliates in the area of on-line discount brokerage
in the United States and abroad.
Registration Rights Agreement. Pursuant to a registration rights
agreement, dated as of June 15, 2000, attached hereto as Exhibit
3, DBUS and the Issuer, together with Go2Net Inc., a Delaware
corporation, Vulcan Ventures Incorporated, a Washington
corporation, and IAT Reinsurance Syndicate, Ltd., a Bermuda
corporation, agreed that DBUS would be entitled to the following
registration rights:
(i) Three demand registration rights with respect to all
shares of the Issuer's common stock owned by DBAG and its
affiliates, subject to limitations on the amount of shares to be
registered pursuant to each demand, exercisable at any time after
the second anniversary of DBUS' purchase of the shares and not
more than once in each 12-month period. In circumstances
involving a change in law that restricts DBUS' ability to own an
interest in the Issuer, DBUS may exercise its demand rights at
any time. In circumstances involving a change in control of the
Issuer or the failure of the parties to consummate the Worldwide
Joint Venture and the European Joint Venture (as defined below),
DBUS may exercise its demand rights at any time after the first
anniversary of DBUS' purchase of the shares; and
(ii) "Piggy-back" registration rights with respect to
certain registration statements filed by the Issuer on its own
behalf or on behalf of other holders of its securities.
Stockholder Agreement. Pursuant to a stockholder agreement, dated
as of June 15, 2000, attached hereto as Exhibit 4 (the
"Stockholder Agreement"), DBAG and the Issuer agreed on the terms
that would govern the ability of DBAG and its affiliates to take
certain actions as a result of their stock interest in the
Issuer. The main provisions of the Stockholder Agreement are as
follows:
(i) The Issuer is prohibited, subject to certain
exceptions, from selling any of its voting capital stock or
common stock equivalents to specified persons at any time or to
any other third party if, after giving effect to such sale, the
third party would own more than 19.3%, but less than a majority,
of the voting capital stock of the Issuer on a fully diluted
basis;
(ii) If at any time the Issuer issues or sells common
stock to third parties otherwise than pursuant to (A) a pro rata
distribution to stockholders; (B) the exercise of rights
distributed on a pro rata basis to stockholders; or (C) any
compensation plan of the Issuer, DBAG and its affiliates are
entitled (subject to receipt of regulatory and other approvals
and certain other conditions) to purchase shares of common stock
from the Issuer at a formula price based on the then prevailing
market prices in an amount sufficient to preserve DBAG's then
aggregate ownership interest in the Issuer;
(iii) DBAG is entitled to one seat on the board of
directors of the Issuer;
(iv) DBAG and its affiliates are subject to restrictions
on the manner in which they may vote their shares so long as they
own at least 10% of any class of the Issuer's voting capital
stock. In general, these restrictions require that DBAG and such
affiliates vote in favor of management proposals or that they
vote their shares in proportion to the vote of all other
stockholders of the Issuer;
(v) the Issuer is subject to restrictions on its ability
to adopt "poison pills" or any other anti-takeover device not
requiring shareholder approval that would prevent DBAG from
exercising its rights to acquire shares (excluding shares held in
a fiduciary capacity) in an amount representing in the aggregate
19.3% of the voting capital stock of the Issuer (or such lesser
percentage as may result following any sale by DBAG and its
affiliates of their interest in the Issuer or the occurrence of
certain other events) or the right of DBAG or any of its
affiliates to commence a tender offer for not less than 81% of
the Issuer's voting capital stock;
(vi) DBAG and its affiliates are subject to limitations on
their right to transfer their interest in the Issuer, including a
right of first offer in favor of the Issuer, in the case of
public sales by DBAG or any of its affiliates, and a right of
refusal in favor of the Issuer in the case of private sales or
sales pursuant to Rule 144 under the Securities Act of 1933;
(vii) DBAG and its affiliates are subject to a
"standstill" provision limiting their aggregate ownership
interest in the Issuer (excluding shares held in a fiduciary
capacity and shares owned or acquired in certain other limited
circumstances) to a maximum of 19.3% of the outstanding voting
capital stock of the Issuer. This percentage is subject to
reduction (but in no event below 10%) if DBAG or such affiliates
sell any of their interest in the Issuer. In addition, upon a
self-tender or other reduction in the outstanding common stock of
the Issuer, DBAG and its affiliates are obligated, subject to
certain exceptions, to resell shares to the Issuer so that their
aggregate percentage interest in the Issuer does not exceed 19.3%
(or such lesser percentage as described above). The Issuer is
obligated to obtain an identical covenant from other third party
owners of at least 10% of its common stock or common stock
equivalents, subject to certain exceptions, in the absence of
which the resale obligation of DBAG and its affiliates ceases to
be effective; and
(viii) DBAG and its affiliates are prohibited from
acquiring securities or assets of the Issuer, except as expressly
authorized in the Stockholder Agreement, and from participating
in proxy contexts or similar actions, whether individually or as
part of a group.
The obligations described in clauses (i) and (ii) above are
terminable by the Issuer in certain circumstances, as more fully
set forth in the Stockholder Agreement, involving (A) the failure
of the parties to consummate the European Joint Venture and the
Worldwide Joint Venture within a specified time; (B) the
termination by DBAG of any of the cooperative agreements
(including the European Joint Venture and the Worldwide Joint
Venture) between the parties without "cause"; (C) sales by DBAG
or its affiliates of shares of the Issuer otherwise than as a
result of a change in law or as required by the Stockholder
Agreement; (D) sales by DBAG and its affiliates of shares of the
Issuer as a result of a change in law such that their aggregate
interest in the Issuer is less than 10%; (E) the willful
violation without cure by DBAG of certain of its obligations
under the Stockholder Agreement, in which event the obligation of
the Issuer to nominate DBAG's designee as a member of the board
of directors of the Issuer is also terminable; and (F) the
occurrence of certain other events.
The obligations described in clauses (vii) and (viii) above (as
well as certain other provisions) are terminable by DBAG upon (A)
any tender offer approved by the Issuer's board of directors; (B)
the liquidation of the Issuer, the sale of all or substantially
all of its assets and certain mergers and consolidations of the
Issuer; (C) the willful violation without cure by the Issuer of
certain of its obligations under the Stockholder Agreement; (D) a
tender offer by DBAG or any of its affiliates for at least 81% of
the voting capital stock of the Issuer; and (E) the occurrence of
certain other events.
Underwriting Agreement. Pursuant to the terms of a letter
agreement between the Issuer and DBAG, dated as of June 15, 2000,
attached hereto as Exhibit 5, and as more fully set forth
therein, DBAG agreed that, insofar as any affiliate of DBAG or
any of its affiliates is the managing underwriter for an initial
public offering of equity securities and seeks to distribute in
the United States through a U.S. on-line discount broker any
portion of such equity securities allotted to DBAG or such
affiliate, DBAG or such affiliate will use the Issuer (or one or
more of its subsidiaries) as its exclusive on-line discount
broker for such purpose, subject to limited exceptions.
Research Agreement. Pursuant to the terms of a research
distribution agreement between National Discount Brokers
Corporation ("NDBC"), a New York corporation and a wholly owned
subsidiary of the Issuer, dated as of June 15, 2000, attached
hereto as Exhibit 6, and as more fully set forth therein, DBAG
and certain of its affiliates appointed NDBC as the exclusive
U.S. on-line discount broker for purposes of distributing
research prepared by the Global Corporates & Institutions
Division (or any successor division) of DBAG for distribution to
retail investors in the United States, subject to limited
exceptions.
European Joint Venture. Pursuant to a termsheet between the
Issuer and DBAG, dated as of June 15, 2000, attached hereto as
Exhibit 7, and as more fully set forth therein, the Issuer and
DBAG or one or more of their respective affiliates agreed that
they will negotiate a joint venture for the provision of on-line
discount brokerage services to retail investors in the EJV
Territory. The "EJV Territory" comprises Austria, Belgium,
Denmark, Finland, France, Germany, Greece, Iceland, Ireland,
Italy, Liechtenstein, Luxembourg, Monaco, the Netherlands,
Norway, Portugal, Spain, Sweden, Switzerland and the United
Kingdom. The termsheet is non-binding, except that the parties
agreed on a binding basis to negotiate exclusively with each
other for a period of one year, subject to limited exceptions.
Worldwide Joint Venture. Pursuant to termsheet between the Issuer
and DBAG, dated as of June 15, 2000, attached hereto as Exhibit
8, and as more fully set forth therein, the Issuer and DBAG or
one or more of their respective affiliates agreed to negotiate a
worldwide joint venture for the provision of on-line discount
brokerage services for equity securities to retail investors in
countries and territories around the world except for the United
States and the EJV Territory. The termsheet is non-binding,
except that the parties agreed on a binding basis to negotiate
exclusively with each other for a period of one year, subject to
limited exceptions.
Other. Except as set forth in this Item 4, DBAG has no present
plans or proposals that relate to or that would result in any of
the actions specified in clauses (a) through (j) of Item 4 of
Schedule 13D.
Item 5. Interest in Securities of the Issuer.
------------------------------------
(a) & (b) As of June 15, 2000, the aggregate number of securities
beneficially owned by DBUS is 3,350,000. This represents 19.0% of
the Issuer's outstanding securities. DBUS shares voting and
dispositive power over all 3,350,000 shares with its parent
company, DBAG. As of June 15, 2000, DBAG owns an additional
18,700 shares of the Issuer through its indirect wholly owned
subsidiary Deutsche Bank Securities, Inc. and 50,882 shares of
the Issuer through its indirect wholly owned subsidiary Bankers
Trust Company. In the aggregate, this represents 0.4% of the
Issuer's outstanding securities.
(c) Except for the transaction described herein, there were no
transactions effected in the past sixty days in this class of
securities by DBUS or DBAG.
Item 6. Contracts, Arrangements, Understandings or Relationships with
-------------------------------------------------------------
Respect to Securities of the Issuer.
-----------------------------------
Except as listed in Item 4, none of the Reporting Persons and, to
the best knowledge of the Reporting Persons, none of the
individuals identified in Schedule A has a contract, arrangement,
understanding or relationship with any other person regarding any
securities of the Issuer, including but not limited to transfer
or voting of any such securities, finder's fees, joint ventures,
loan or option arrangements, puts or calls, guarantees of
profits, division of profits or loss or the giving or withholding
of proxies.
Item 7. Material to be filed as Exhibits.
--------------------------------
See Exhibit Index attached hereto.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: June 23, 2000
DEUTSCHE BANK AG
By: /s/ Dieter Eisele
-----------------
Name: Dr. Dieter Eisele
Title: Group Head of
Compliance
By: /s/ Christoph Kirschhofer
-------------------------
Name: Christoph Kirschhofer
Title: Director
<PAGE>
Exhibit Index
-------------
1. Consent of DB U.S. Financial Markets Holding Corporation.
2. Securities Purchase Agreement.
3. Registration Rights Agreement.
4. Stockholder Agreement.
5. Underwriting Agreement.
6. Research Agreement.
7. European Joint Venture Term Sheet.
8. Worldwide Joint Venture Term Sheet.
<PAGE>
SCHEDULE A
----------
Each person named below is a director or executive officer the Reporting
Persons, whose principal business is described above in Item 2.
Deutsche Bank AG
----------------
Present Principal
Name and Citizenship Business Address Occupation or Employment
-------------------- ---------------- ------------------------
Dr. Josef Ackermann Deutsche Bank AG Member of the Board of
Swiss Taunusanlage 12 Managing Directors,
60325 Frankfurt Deutsche Bank AG
The Federal Republic of
Germany
Carl L. Von Boehm-Bezing Deutsche Bank AG Member of the Board of
German Taunusanlage 12 Managing Directors,
60325 Frankfurt Deutsche Bank AG
The Federal Republic of
Germany
Clemens Borsig Deutsche Bank AG Member of the Board of
German Taunusanlage 12 Managing Directors,
60325 Frankfurt Deutsche Bank AG
The Federal Republic of
Germany
Dr. Rolf-E. Breuer Deutsche Bank AG Member of the Board of
German Taunusanlage 12 Managing Directors,
60325 Frankfurt Deutsche Bank AG
The Federal Republic of
Germany
Michael Dobson Deutsche Bank AG Member of the Board of
United Kingdom Taunusanlage 12 Managing Directors,
60325 Frankfurt Deutsche Bank AG
The Federal Republic of
Germany
Dr. Michael Endres Deutsche Bank AG Member of the Board of
German Taunusanlage 12 Managing Directors,
60325 Frankfurt Deutsche Bank AG
The Federal Republic of
Germany
Dr. Thomas R. Fischer Deutsche Bank AG Member of the Board of
German Taunusanlage 12 Managing Directors,
60325 Frankfurt Deutsche Bank AG
The Federal Republic of
Germany
Dr. Tessen von Heydebreck Deutsche Bank AG Member of the Board of
German Taunusanlage 12 Managing Directors,
60325 Frankfurt Deutsche Bank AG
The Federal Republic of
Germany
Dr. Jurgen Krumnow Deutsche Bank AG Member of the Board of
German Taunusanlage 12 Managing Directors,
60325 Frankfurt Deutsche Bank AG
The Federal Republic of
Germany
Georg Krupp Deutsche Bank AG Member of the Board of
German Taunusanlage 12 Managing Directors,
60325 Frankfurt Deutsche Bank AG
The Federal Republic of
Germany
Hermann-Josef Lamberti Deutsche Bank AG Member of the Board of
German Taunusanlage 12 Managing Directors,
60325 Frankfurt Deutsche Bank AG
The Federal Republic of
Germany
Edison Mitchell Deutsche Bank AG Member of the Board of
USA Taunusanlage 12 Managing Directors,
60325 Frankfurt Deutsche Bank AG
The Federal Republic of
Germany
Michael Phillip Deutsche Bank AG Member of the Board of
USA Taunusanlage 12 Managing Directors,
60325 Frankfurt Deutsche Bank AG
The Federal Republic of
Germany
Dr. Ronaldo H. Schmitz Deutsche Bank AG Member of the Board of
German Taunusanlage 12 Managing Directors,
60325 Frankfurt Deutsche Bank AG
The Federal Republic of
Germany
Dr. Josef Ackermann Deutsche Bank AG Member of the Board of
Swiss Taunusanlage 12 Managing Directors,
60325 Frankfurt Deutsche Bank AG
The Federal Republic of
Germany
Dr. Ulrich Weiss Deutsche Bank AG Member of the Board of
German Taunusanlage 12 Managing Directors,
60325 Frankfurt Deutsche Bank AG
The Federal Republic of
Germany
DB U.S. Financial Markets Holding Corporation
---------------------------------------------
Present Principal
Name and Citizenship Business Address Occupation or Employment
-------------------- ---------------- ------------------------
Douglas R. Barnard DB U.S. Financial Markets Director and Vice President
USA Holding Corporation and Chief Financial Officer
31 West 52nd Street
New York, NY 10019
Richard W. Ferguson DB U.S. Financial Markets Director and Vice President
USA Holding Corporation and Treasurer
31 West 52nd Street
New York, NY 10019
Donald J. Jones DB U.S. Financial Markets Director
USA Holding Corporation
130 Liberty Street
New York, NY 10006
John A. Ross DB U.S. Financial Markets Director and President and
USA Holding Corporation Chief Executive Officer
31 West 52nd Street
New York, NY 10006
James T. Byrne, Jr. DB U.S. Financial Markets Managing Director and
USA Holding Corporation Secretary
130 Liberty Street
New York, NY 10006
