SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE TO/A
(Rule 14d-100)n
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No. 4 - Final Amendment)
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: [X]
This Amendment No. 4, the final amendment (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 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"), 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.
The Schedule TO is hereby amended and supplemented by adding the
following:
The Offer expired at 12:00 midnight, New York City time, on Tuesday,
November 21, 2000. Pursuant to the Offer and based upon the report of the
Depositary, Purchaser has accepted for payment 15,950,802 Shares tendered by
physical or book entry delivery and 889,501 Shares tendered by guaranteed
delivery. Together with the Shares already held by Parent or its affiliates,
Purchaser now owns 20,190,303 Shares representing approximately 96.1% of the
outstanding Shares. On November 22, 2000, Deutsche Bank issued a press release
announcing the successful completion of the tender offer and that it expects to
complete the merger of Purchaser into NDB shortly.
The full text of the press release issued by Deutsche Bank on November
22, 2000 is attached hereto as Exhibit (a)(1)(J) and is incorporated herein by
reference.
ITEM 12 EXHIBITS.
(a)(1)(J) Text of press release issued by Deutsche Bank on November 22, 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 22, 2000
INDEX TO EXHIBIT
The following item (a)(1)(J) is hereby added to the Index of Exhibits:
Exhibit Number Description
(a)(1)(J) Text of press release issued by Deutsche Bank on
November 22, 2000.