SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE TO/A
(Rule 14d-100)
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No. 3)
National Discount Brokers Group, Inc.
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(Name of Subject Company)
Deutsche Bank AG
and
Deutsche Acquisition Corp.
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(Name of Filing Persons -- Offerors)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
635646 102
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(CUSIP Number of Class of Securities)
Please send all notices and
communications to: with copies to:
Deutsche Acquisition Corp. Daniel S. Sternberg, Esq.
c/o Deutsche Bank AG New York Branch William A. Groll, Esq.
31 West 52nd Street Cleary, Gottlieb, Steen & Hamilton
New York, NY 10019 One Liberty Plaza
Attention: General Counsel New York, New York 10006
212-469-5000 212-225-2000
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(Name, Address and Telephone Number of Persons Authorized to Receive
Notices and Communications on Behalf of Filing Persons)
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Calculation of Filing Fee
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Transaction Valuation* Amount of Filing Fee**
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$950,604,214 $190,120.84
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* Estimated for purposes of calculating the amount of filing fee only. The
amount assumes the purchase of 19,400,086 shares of common stock, par value
$.01 per share ("Shares"), at a price per Share of $49.00 in cash. Such
number of Shares represents the number of Shares outstanding as of October
20, 2000 on a fully-diluted basis, assuming the exercise of all options to
purchase Shares outstanding as of such date, less the number of Shares
already beneficially owned by Deutsche Bank AG.
** The filing fee, calculated in accordance with Rule 0-11 of the Securities
Exchange Act of 1934, is 1/50th of one percent of the aggregate Transaction
Valuation.
[X] Check 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: $171,581.15.
Form or Registration No.: Schedule TO.
Filing Party: Deutsche Bank AG
Date Filed: October 24, 2000.
Amount Previously Paid: $18,539.69
Form or Registration No.: Schedule TO/A
Filing Party: Deutsche Bank AG
Date Filed: November 9, 2000
[ ] 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.
[X] 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: [ ]
This Amendment No. 3 (this "Amendment"), amends and supplements the
Tender Offer Statement on Schedule TO (as amended and supplemented, the
"Schedule TO") filed with the Securities and Exchange Commission on October 24,
2000, as previously amended by Amendment No. 1 on November 9, 2000, and by
Amendment No. 2 on November 15, 2000, by Deutsche Bank AG, a banking company
with limited liability organized under the laws of the Federal Republic of
Germany ("Deutsche Bank"), and Deutsche Acquisition Corp., a Delaware
corporation and an indirect wholly owned subsidiary of Deutsche Bank
("Purchaser"), relating to the offer by Purchaser to purchase all outstanding
shares of common stock, par value $.01 per share ("Shares"), of National
Discount Brokers Group, Inc., a Delaware corporation ("NDB"), which are not
owned by Deutsche Bank or its affiliates, at $49.00 per Share, net to the seller
in cash (less any required withholding taxes), without interest thereon, upon
the terms and subject to the conditions set forth in the offer to purchase,
dated October 24, 2000 (the "Offer to Purchase"), and in the related letter of
transmittal (the "Letter of Transmittal," which together with the Offer to
Purchase, as amended or supplemented from time to time, collectively constitute
the "Offer"), which are attached as Exhibits (a)(1)(A) and (a)(1)(B) to the
Schedule TO. Capitalized terms used and not defined herein shall have the
meanings assigned to such terms in the Offer to Purchase and the Schedule TO.
This Amendment and the Schedule TO also amend and supplement the
Schedule 13D of Deutsche Bank, DBUS (as defined therein) and Purchaser, filed
with the Securities and Exchange Commission on June 27, 2000, as previously
amended (the "Schedule 13D"), which is incorporated herein by reference.
Reference is hereby made to the press release dated November 16, 2000,
which is attached hereto as Exhibit (a)(1)(I) and is incorporated herein by
reference.
ITEM 12. EXHIBITS.
(a)(1)(I) Text of press release issued by Deutsche Bank on November 16, 2000.
SIGNATURE
After due inquiry and to the best of our knowledge and belief, we
certify that the information set forth in this statement is true, complete and
correct.
DEUTSCHE BANK AG
By: /s/ Thomas A. Curtis
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Name: Thomas A. Curtis
Title: Attorney-in-Fact
DEUTSCHE ACQUISITION CORP.
By: /s/ Thomas A. Curtis
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Name: Thomas A. Curtis
Title: Vice President
By: /s/ James T. Byrne, Jr.
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Name: James T. Byrne, Jr.
Title: Secretary
Dated: November 16, 2000
INDEX TO EXHIBIT
The following item (a)(1)(I) is hereby added to the Index of Exhibits:
Exhibit Number Description
(a)(1)(I) Text of press release issued by Deutsche Bank on November 16, 2000.
Exhibit (a)(1)(I)
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
rohini.pragasam@db.com rtauberman@mww.com
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Deutsche Bank AG Announces Expiration of the
Hart-Scott-Rodino Waiting Period in Connection
with its Pending Acquisition of National Discount
Brokers Group, Inc.
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November 16, 2000 -- Deutsche Bank AG announced today that the waiting period
under the Hart-Scott-Rodino Antitrust Improvements Act in connection with its
pending acquisition of National Discount Brokers Group, Inc. (NYSE: NDB) expired
on Wednesday, November 15, 2000.
As previously announced, Deutsche Bank AG entered into a definitive
agreement to acquire NDB pursuant to which, on October 24, 2000, Deutsche
Acquisition Corp., an indirect wholly owned subsidiary of Deutsche Bank AG,
commenced a tender offer to acquire all outstanding shares of common stock of
NDB for $49.00 per share in cash. The tender offer is scheduled to expire at
12:00 midnight, New York City time, on Tuesday, November 21, 2000, unless
extended.