UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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)
Please send all notices with copies to:
and communications to Cleary, Gottlieb, Steen & Hamilton
DB U.S. Financial Markets One Liberty Plaza
Holding Corporation New York, New York 10006
c/o Deutsche Bank AG New York Branch Attention: Janet L. Fisher, Esq.
31 West 52nd Street, New York, NY 10019 212-225-2472
Attention: General Counsel
212-469-5000
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(Name, Address and Telephone Number of Persons Authorized to Receive
Notices and Communications)
June 15, 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.
*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
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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
EACH REPORTING PERSON 8 SHARED VOTING POWER
WITH 3,419,582
9 SOLE VOTING POWER
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)
16.3%++
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
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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
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED BY N/A
EACH REPORTING PERSON
WITH 8 SHARED VOTING POWER
3,350,000
9 SOLE DISPOSITIVE POWER
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)
16.0%
14 TYPE OF REPORTING PERSON*
CO
<PAGE>
Pursuant to Rule 13d-2(a) of Regulation 13D-G of the General Rules and
Regulations under the Securities Exchange Act of 1934, as amended (the "Act"),
Deutsche Bank AG ("DBAG") and DB U.S. Financial Markets Holding Corporation
("DBUS") and, together with DBAG, the "Reporting Persons") hereby amend their
Schedule 13D Statement dated June 26, 2000 (the "Schedule 13D"), relating to the
Common Stock, $.01 par value (the "Common Stock"), of National Discount Brokers
Group, Inc. (the "Issuer"). Unless otherwise indicated, all defined terms used
herein shall have the same meanings respectively ascribed to them in the
Schedule 13D.
Item 5. Interest in Securities of the Issuer.
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Item 5 is hereby amended and restated in its entirety as follows:
(a) & (b) As of June 15, 2000, the aggregate number of securities
beneficially owned by DBUS is 3,350,000. This represents 16.0% 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 0.3% 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.
(d) The Reporting Persons affirm that no person other than the
Reporting Persons have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the
sale of, the shares of the Common Stock owned by such Reporting
Persons.
(e) Not applicable.
<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: July 7, 2000
DEUTSCHE BANK AG
By: /s/ Dieter Eisele
--------------------------------
Name: Dieter Eisele
Title: Global Head of Compliance
By: /s/ Christoph Kirschhofer
--------------------------------
Name: Christoph Kirschhofer
Title: Director
<PAGE>
Exhibit Index
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1. Consent of DB U.S. Financial Markets Holding Corporation.
<PAGE>
Exhibit 1
Consent of DB U.S. Financial Markets Holding Corporation
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The undersigned agrees that the Schedule 13D executed by Deutsche Bank AG
to which this statement is attached as an exhibit is filed on behalf of Deutsche
Bank AG and DB U.S. Financial Markets Holding Corporation pursuant to Rule
13d-1(f)(1) of the Securities Exchange Act of 1934.
Dated: July 6, 2000
DB U.S. FINANCIAL MARKETS HOLDING CORPORATION
By: /s/ James O. Wilhelm
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Name: James O. Wilhelm
Title: Assistant Secretary
