<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
------------
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported) November 30, 2000
-----------------
National Discount Brokers Group, Inc.
-------------------------------------
(Exact Name of Registrant as Specified in its Charter)
Delaware 1-9480 22-2394480
-------- ------ ----------
(State or Other Jurisdiction of (Commission (I.R.S. Employer
Incorporation) File Number) Identification No.)
10 Exchange Place Centre, Jersey City, New Jersey 07302
------------------------------------------------- -----
(Address of principal executive offices) (Zip Code)
(201) 946-2200
--------------
(Registrant's Telephone Number, including Area Code)
No Change
---------
(Former Name or Former Address, if Changed Since Last Report)
<PAGE>
ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
On November 30, 2000, Deutsche Bank AG ("DBAG") completed the merger of
Deutsche Acquisition Corp., a wholly owned subsidiary of DBAG, with and into
National Discount Brokers Group, Inc. (the "Company"), with the Company
continuing as the surviving corporation after the merger. As a result of the
merger, each outstanding share of common stock of the Company was converted
into the right to receive $49.00 per share in cash, without interest thereon.
On December 1, 2000, DBAG issued a Press Release, a copy of which is attached
hereto as Exhibit 99.1, announcing the merger.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) EXHIBITS. The following exhibits are filed with this report:
EXHIBIT
NUMBER DESCRIPTION
------- -----------
99.1 Press Release, dated December 1, 2000, issued by Deutsche Bank AG.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
NATIONAL DISCOUNT BROKERS
GROUP, INC.
Date: December 1, 2000 By: /s/ Frank E. Lawatsch, Jr.
-------------------------------
Name: Frank E. Lawatsch, Jr.
Title: General Counsel and
Executive Vice President
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION PAGE
------- ----------- ----
<S> <C> <C>
99.1 Press Release, dated December 1, 2000, issued by Deutsche 5
Bank AG.
</TABLE>
