CGSH Draft 10/11/00
SECURITIES AND EXCHANGE COMMISSION,
WASHINGTON, D.C. 20549
SCHEDULE TO
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No. )
National Discount Brokers Group, Inc.
--------------------------------------------------------------------------------
(Name of Subject Company (Issuer))
Deutsche Bank AG
and
Deutsche Acquisition Corp.
--------------------------------------------------------------------------------
(Name of Filing Persons (Offerors))
Common Stock, Par Value $.01
--------------------------------------------------------------------------------
(Title of Class of Securities)
635646 102
--------------------------------------------------------------------------------
(CUSIP Number of Class of Securities)
Deutsche Acquisition Corp.
c/o Deutsche Bank AG
31 West 52nd Street
New York, New York 10019
Attention: General Counsel
(212) 469-5000
Copies to:
Daniel S. Sternberg, Esq.
William A. Groll, Esq.
Cleary, Gottlieb, Steen & Hamilton
One Liberty Plaza
New York, New York 10006
(212) 225-2000
(Name, Address and Telephone Numbers of Person
Authorized to Receive Notices and Communications on Behalf of Filing Persons)
--------------------------------------------------------------------------------
Calculation of Filing Fee
--------------------------------------------------------------------------------
Transaction Valuation Amount of Filing Fee
Not Applicable Not Applicable
--------------------------------------------------------------------------------
[ ] Check the 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: Not Applicable Filing Party: Not Applicable
Form or Registration No.: Not Applicable Date Filed: Not Applicable
[X] 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.
[ ] 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>
Press Release Deutsche Bank
CONTACTS: For Deutsche Bank AG: For National Discount Brokers Group, Inc.:
Rohini Pragasam Richard Tauberman
Deutsche Bank The MWW Group
212-469-4516 201-964-2408
[email protected] [email protected]
Deutsche Bank AG Reaches Agreement to Acquire National Discount Brokers Group,
Inc.
Combined Firm to Become Top-5 NASDAQ Market Maker, Leading Online Retail
Brokerage
**********************************************
Deutsche Bank AG ("Deutsche Bank") and National Discount Brokers Group, Inc.
("NDB") today announced the signing of a definitive merger agreement under which
Deutsche Bank will acquire the 84% of the outstanding shares of NDB that it does
not currently own for $49.00 per share in cash. In the first half of 2000,
Deutsche Bank acquired approximately 16% of NDB. The acquisition, which was
unanimously approved by Deutsche Bank's Board of Managing Directors and, except
for the Deutsche Bank representative who did not participate in the meeting, by
NDB's Board of Directors, will provide Deutsche Bank with access to one of the
largest NASDAQ market making platforms and a first class online brokerage
business in National Discount Brokers Corporation/NDB.com ("NDB.com").
NDB is an S&P 600 Small Cap Index company which engages in three areas of
business through three wholly-owned subsidiaries: NDB Capital Markets L.P. ("NDB
Capital Markets"), established in 1968, a market maker in over 4,000 NASDAQ and
other OTC securities; NDB.com, a leading online broker; and Millenium Clearing
Company, L.L.C., a securities clearing operation scheduled to begin operation in
2001. NDB has one of the industry's preeminent management teams, led by Arthur
Kontos, President and CEO. Commenting on the transaction, Mr. Kontos said, "By
partnering with Deutsche Bank, NDB will be able to leverage the global expertise
and financial strength of an industry leader. Deutsche Bank has an unparalleled
breadth of banking and equity markets experience, and we look forward to working
together to capitalize on the opportunities ahead and to grow our businesses."
For Deutsche Bank, the transaction marks an important step toward enhancing its
global equities capabilities. Upon the successful completion of the transaction,
Deutsche Bank will make markets in more than 4,000 NASDAQ and OTC securities and
will be by volume one of the five largest NASDAQ market makers. Deutsche Bank
will also benefit from NDB's trading technology platform, generating significant
synergies through the internalization of order flow.
The companies expect to realize significant cost synergies by combining their
U.S. clearing and settlement operations and achieving far greater scale. Revenue
synergies are expected to be generated by internalizing order flow and from
greater retail market penetration resulting from the addition of NDB's online
brokerage operation to Deutsche Bank's U.S. and European retail platforms. In
terms of global distribution, Deutsche Bank's capital raising activities and
leadership in Europe's fast-growing capital markets can now be placed at the
service of a U.S. retail customer base.
The transaction also provides the opportunity to combine two complementary
online brokerage operations. NDB.com, recently ranked #1 in Barron's Best of
Online Brokers survey in 2000, has 268,900 customer accounts and $11.2 billion
in customer assets. Deutsche Bank's online brokerage, Brokerage 24, is already a
leading brokerage in Europe. Combined, the two companies will offer customers
unique access to the world's equity markets. NDB's online brokerage strength
complements Deutsche Bank's already successful Deutsche Banc Alex. Brown Private
Client Group by offering an additional retail distribution channel for the
Firm's financial products.
Edson Mitchell, Member of the Deutsche Bank's Board of Managing Directors
responsible for Global Markets and Global Equities, remarked, "This transaction
marks a quantum leap forward in our equities platform and provides wonderful
benefits for both parties. The combination of Deutsche Bank's global equities
distribution, NDB's trading platform and the experience of NDB's management team
is a powerful force in global equities."
Based on current earnings estimates, the transaction is expected to be slightly
accretive to 2001 earnings, including modest synergies.
The merger agreement calls for Deutsche Bank to commence a tender offer to
purchase all outstanding NDB shares promptly. Any shares not purchased in the
offer would be converted into $49.00 per share in cash in a merger of NDB with a
subsidiary of Deutsche Bank. The transaction, which is expected to close before
year-end, is subject to a number of conditions, including the approval of
Deutsche Bank's Supervisory Board, various regulatory approvals and other
customary closing conditions. Certain shareholders of NDB (other than Deutsche
Bank), holding in the aggregate approximately 29% of the outstanding shares,
have agreed to tender their shares pursuant to Deutsche Bank's offer.
Credit Suisse First Boston Corporation and U.S. Bancorp Piper Jaffray Inc.
advised NDB.
About Deutsche Bank
With Euro 925 billion in assets as of June 30, 2000 and approximately 90,000
employees, Deutsche Bank offers its clients unparalleled financial services
throughout the world. It ranks among the leaders in asset management, capital
markets, corporate finance, custody, cash management and private banking.
Deutsche Bank is divided into five major business units: Global Corporates and
Institutions, Global Technology and Services, Asset Management, Corporates and
Real Estate and Private and Retail Banking. In June 1999, Deutsche Bank acquired
Bankers Trust. Deutsche Bank's global corporates and institutions division is a
premier global investment bank, ranked among the top 3 firms of the industry by
revenues. Deutsche Bank provides a fully integrated investment and wholesale
banking service to corporate clients from its main centers in Frankfurt, London,
New York, Baltimore, Tokyo, Singapore, Hong Kong and Sydney, as well as its
regional offices around the globe. The keys to the Bank's success remain
constant: customer focus, the spirit of innovation, a broad range of product
skills combined with technological power and financial strength delivered by
highly skilled professionals.
About NDB
Headquartered in Jersey City, New Jersey, National Discount Brokers Group, Inc.,
is an S&P 600 Small Cap Index company, which engages in three areas of business
through three wholly-owned subsidiaries: NDB Capital Markets, established in
1968, a market maker in over 4,000 NASDAQ and other OTC securities; NDB.com, a
leading online broker; and Millenium Clearing Company L.L.C., NDB's securities
clearing operation which is scheduled to begin operation in 2001. NDB.com, which
in March 2000 was ranked #1 in the Barron's annual Best of Online Brokers
survey, on August 31, 2000 had 268,900 accounts, with assets of $11.2 billion.
For the fiscal year ended May 31, 2000, AutEx ranked NDB Capital Markets the
seventh largest Nasdaq/OTC market maker in the United States in terms of share
volume. The Company and its subsidiaries have offices in Jersey City, Los
Angeles, Chicago, Denver and Boston. Customers can access National Discount
Brokers at , via the PowerBroker automated touch-tone telephone system
(1-800-631-8884), or by calling live representatives at 1-800-4-1-PRICE.
Information about National Discount Brokers Group, Inc. and its subsidiaries, as
well as Investor Relations information, may be found at the Company's website at
http://www.ndbgroup.com.
Safe Harbor
Statements made in this press release constitute forward-looking statements, as
that term is defined in the Private Securities Litigation Reform Act of 1995.
These statements are subject to risks and uncertainties. These forward-looking
statements generally are accompanied by words such as "intend", "anticipate",
"believe", "estimate", "expect", "should" or similar expressions. It should be
understood that these forward-looking statements are subject to a number of
assumptions, risks and uncertainties, that could cause actual results to differ
materially from those expressed or implied in the forward-looking statements.
NDB's operations are subject to a number of risk-factors, which may cause actual
results to vary materially from those anticipated in the forward-looking
statements. These uncertainties and risks include changes in laws, rules or
regulations, customer growth at NDB.com, and the ability of software and
hardware to be modified to perform the services required by the agreement. Risks
also include unplanned expense increases, due among other things to unplanned
expenditures for software, hardware and marketing alliances, and other risks.
NDB's SEC filings, as updated from time to time, contain important information
identifying a number of these risk factors. Any forward-looking statements
should be evaluated in light of these important factors. This information can be
found under the heading "Management Discussion and Analysis of Financial
Conditions and Results of Operations" in NDB's Annual Report for the year ended
May 31, 2000 on Form 10-K filed with the SEC.
This announcement is neither an offer to purchase nor a solicitation of an offer
to sell shares of NDB. At the time Deutsche Bank commences its offer, it will
file a Tender Offer Statement with the U.S. Securities and Exchange Commission
and NDB will file a Solicitation/Recommendation Statement with respect to the
offer. THE TENDER OFFER STATEMENT (INCLUDING AN OFFER TO PURCHASE, A RELATED
LETTER OF TRANSMITTAL AND OTHER OFFER DOCUMENTS) AND THE
SOLICITATION/RECOMMENDATION STATEMENT WILL CONTAIN IMPORTANT INFORMATION WHICH
SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE WITH RESPECT TO THE OFFER.
The Offer to Purchase, the related Letter of Transmittal and certain other offer
documents, as well as the Solicitation/Recommendation Statement will be made
available to all shareholders of NDB, at no expense to them. The Tender Offer
Statement (including the Offer to Purchase, the related Letter of Transmittal
and all other offer documents filed with the Commission) and the
Solicitation/Recommendation Statement will also be available for free at the
Commission's website at www.sec.gov.
