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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
NATIONAL DISCOUNT BROKERS GROUP, INC.
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(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
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(Title of Class of Securities)
635646-10-2
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(CUSIP Number)
ARTHUR KONTOS
NATIONAL DISCOUNT BROKERS GROUP, INC.
10 EXCHANGE PLACE CENTRE,
JERSEY CITY, NJ 07302
(201) 946-2200
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
OCTOBER 11, 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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), (f) or (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. See Rule 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 the
disclosures provided in a prior cover page.
The information required in 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).
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Cusip No. 635646-10-2
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Arthur Kontos
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |X|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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7 SOLE VOTING POWER
NUMBER OF
2,887,000 Shares
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SHARES BENEFICIALLY OWNED 8 SHARED VOTING POWER
0 Shares
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BY EACH REPORTING 9 SOLE DISPOSITIVE POWER
2,433,803 Shares
PERSON
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10 SHARED DISPOSITIVE POWER
WITH
0 Shares
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,887,000 Shares
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.6%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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STATEMENT PURSUANT TO RULE 13D-1
OF THE GENERAL RULES AND REGULATIONS
UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
This Amendment No. 7, dated October 17, 2000 (this
"AMENDMENT"), to a Schedule 13D filed by Arthur Kontos (as previously amended,
the "SCHEDULE 13D"), relates to the shares of common stock, par value $.01 per
share (the "COMMON STOCK"), of National Discount Brokers Group, Inc. (the
"ISSUER") and is being filed pursuant to Rule 13d-2 of the General Rules and
Regulations under the Securities Exchange Act of 1934, as amended. Terms used
and not defined herein have the meanings ascribed to them in said Schedule 13D.
The responses to Items 4, 5, 6 and 7 of the Schedule 13D are
hereby amended and supplemented as follows:
ITEM 4. PURPOSE OF TRANSACTION.
At a meeting on October 11, 2000, the Board of Directors of
the Issuer unanimously approved the terms and conditions of an Agreement and
Plan of Merger, dated as of October 11, 2000, by and among the Deutsche
Acquisition Corp. (the "PURCHASER"), a Delaware corporation and wholly owned
subsidiary of Deutsche Bank AG ("DBAG"), DBAG and the Issuer, a copy of which is
attached hereto as EXHIBIT 1 and 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 the Company and any remaining shares
not purchased in the Offer will be converted into the right to receive US$49 in
cash (the "MERGER").
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 the Issuer, and certain of his affiliates. A copy of the Tender
Agreement is attached hereto as EXHIBIT 2 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.
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Mr. Kontos purchased 20,000 shares of Common Stock in the open
market at a price per share of $28 on December 27, 1999, increasing the
aggregate amount of Common Stock that he beneficially owns to 2,887,000 shares
of Common Stock, or approximately 13.6% of the outstanding shares of Common
Stock.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
Arthur Kontos is a party to a Voting Trust Agreement dated May
11,1993 (the "VOTING AGREEMENT"), whereby Arthur Kontos has the right to vote or
cause to be voted 453,197, constituting all the shares owned by his former wife,
Vickie Kontos, until such time that the Voting Agreement is terminated. A copy
of the Voting Agreement was previously filed by Mr. Kontos with the Securities
and Exchange Commission as Exhibit A to Amendment No. 5 to Schedule 13D.
Mr. Kontos, Vickie Kontos, and The Arthur Kontos Foundation
(collectively, the "KONTOS SIGNATORIES") are parties to the Tender Agreement
described in Item 4 of this Amendment. The Kontos Signatories have agreed to
tender to the Purchaser in the Offer an aggregate of 2,133,438 shares of Common
Stock, consisting of 1,357,854 shares of Common Stock held by Mr. Kontos,
197,387 shares of Common Stock issuable to Mr. Kontos upon the exercise of stock
options, 453,197 shares of Common Stock held by Vickie Kontos and 125,000 shares
of Common Stock held by The Arthur Kontos Foundation, pursuant to the terms and
conditions of the Tender Agreement. The Kontos Signatories have agreed, among
other things, to vote any shares that such persons have the right to vote in
favor of the Merger and have granted the Purchaser an irrevocable proxy to vote
such shares in that manner, on the terms and subject to the conditions set forth
therein.
With the exception of the Voting Agreement, the Tender
Agreement, and as otherwise disclosed in this 13-D, Mr. Kontos does not have any
contract, arrangement, understanding or relationship (legal or otherwise) with
each other or between such persons and any other person with respect to any
securities of the Issuer, including, but not limited to, transfer or voting of
any of the securities, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, divisions of profits or
loss, or the giving or withholding of proxies.
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ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
EXHIBIT 1 - Agreement and Plan of Merger, dated as of October
11, 2000, by and among Deutsche Bank AG, Deutsche Acquisition Corp. and National
Discount Brokers Group, Inc. (incorporated by reference to the Current Report on
Form 8-K filed by the Issuer with the Securities and Exchange Commission on
October 13, 2000).
EXHIBIT 2 - Stockholder Tender Agreement, dated as of October
11, 2000, by and among Deutsche Acquisition Corp. and certain stockholders of
National Discount Brokers Group, Inc. named therein (incorporated by reference
to the Current Report on Form 8-K filed by the Issuer with the Securities and
Exchange Commission on October 13, 2000).
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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.
Date: October 17, 2000 /s/ ARTHUR KONTOS
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Arthur Kontos
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