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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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 21, 2000
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National Discount Brokers Group, Inc.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 1-9480 22-2394480
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(State or Other Jurisdiction of (Commission (I.R.S. Employer
Incorporation) File Number) Identification No.)
10 Exchange Place Centre, Jersey City, New Jersey 07302
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(Address of principal executive offices) (Zip Code)
(201) 946-2200
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(Registrant's Telephone Number, including Area Code)
No Change
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
On November 22, 2000, National Discount Brokers Group, Inc. (the "Company") and
Deutsche Bank AG ("DBAG") issued a Joint Press Release, a copy of which is
attached hereto as Exhibit 99.1 (the "Joint Press Release"), announcing the
expiration of the tender offer by Deutsche Acquisition Corp. ("DAC"), a wholly
owned subsidiary of DBAG, to acquire all of the outstanding shares of common
stock, par value $0.01 per share (each a "Share"), of the Company at a price per
share of $49.00, net to the seller in cash. As of Midnight, New York City time,
on Tuesday, November 21, 2000, approximately 16.8 million Shares had been
validly tendered to DAC and were accepted for payment. Together with the Shares
DAC already held, DAC now owns approximately 96% of the outstanding Shares of
the Company. The Joint Press Release also announced DAC's intent to effect a
short-form merger of DAC with and into the Company, with the Company as the
surviving corporation, pursuant to Delaware law. Following the merger, DBAG will
own indirectly all of the outstanding shares of the surviving corporation, and
the remaining stockholders of the Company will receive $49.00 per Share. Based
upon the Offer to Purchase filed as Exhibit (a)(1)(A) to Schedule TO of DBAG and
DAC with respect to the tender offer for the shares of the Company dated October
24, 2000, as amended, the source of funds for the tender offer and merger will
be DBAG's working capital or existing credit facilities.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) EXHIBITS. The following exhibits are filed with this report:
EXHIBIT
NUMBER DESCRIPTION
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99.1 Joint Press Release, dated November 22, 2000, issued by
National Discount Brokers Group, Inc. and Deutsche Bank AG.
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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: November 22, 2000 By: /s/ Frank E. Lawatsch, Jr.
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Name: Frank E. Lawatsch, Jr.
Title: General Counsel and
Executive Vice President
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INDEX TO EXHIBITS
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EXHIBIT
NUMBER DESCRIPTION PAGE
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99.1 Joint Press Release, dated November 22, 2000, 5
issued by National Discount Brokers Group,
Inc. and Deutsche Bank AG.
