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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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)
Deutsche Bank AG
and
Deutsche Acquisition Corp.
(Name of Filing Persons--Offerors)
Common Stock, par value $.01 per share
(Title of Class of Securities)
635646 102
(CUSIP Number of Class of Securities)
Please send all notices and with copies to:
communications to: Daniel S. Sternberg, Esq.
Deutsche Acquisition Corp. William A. Groll, Esq.
c/o Deutsche Bank AG New York Branch Cleary, Gottlieb, Steen & Hamilton
31 West 52nd Street One Liberty Plaza
New York, NY 10019 New York, New York 10006
Attention: General Counsel 212-225-2000
212-469-5000
(Name, Address and Telephone Number of Persons Authorized to Receive
Notices and Communications on Behalf of Filing Persons)
Calculation of Filing Fee
Transaction Valuation* Amount of Filing Fee**
$857,905,720 $171,581.15
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* Estimated for purposes of calculating the amount of filing fee only. The
amount assumes the purchase of 17,508,280 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, 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.
[_]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: Not applicable.
Form or Registration No.: Not applicable.
Filing Party: Not applicable.
Date Filed: Not applicable.
[_]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: [_]
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This Tender Offer Statement on Schedule TO is filed by Deutsche Bank AG, a
banking company with limited liability organized under the laws of the Federal
Republic of Germany ("Parent"), and Deutsche Acquisition Corp., a Delaware
corporation and an indirect wholly owned subsidiary of Parent ("Purchaser").
The Schedule TO relates to the third-party tender 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
(the "Company"), 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 (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"), attached
hereto as Exhibits (a)(1)(A) and (a)(1)(B), respectively. The information set
forth in the Offer is incorporated herein by reference with respect to Items
1-9, 11 and 13 of Schedule TO. The Agreement and Plan of Merger, by and among
Parent, Purchaser and the Company, dated as of October 11, 2000, as amended
(the "Merger Agreement"), a copy of which is attached as Exhibits (d)(1) and
(d)(2) hereto, is incorporated herein by reference with respect to Items 5 and
11 of Schedule TO.
This Schedule TO also constitutes a Schedule 13E-3 in accordance with
Instruction I to Schedule 13E-3 and, in accordance with Instruction G to
Schedule TO, amends the Schedule 13D of Parent, 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.
ITEM 10. FINANCIAL STATEMENTS OF CERTAIN BIDDERS.
Not applicable.
ITEM 12. EXHIBITS.
(a)(1)(A) Offer to Purchase dated October 24, 2000.
(a)(1)(B) Form of Letter of Transmittal.
(a)(1)(C) Form of Notice of Guaranteed Delivery.
(a)(1)(D) Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.
(a)(1)(E) Form of Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.
(a)(1)(F) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.
(a)(1)(G) Text of press release issued by Parent dated October 24, 2000.
(a)(1)(H) Form of summary advertisement dated October 24, 2000.
(a)(5)(A) Complaint of George Whitney III against National Discount Brokers
Group, Inc., Russell C. Horowitz, Charles T. Kellogg, James H.
Lynch, Jr., Arthur Kontos, Ralph N. Del Deo, John P. Duffy, Dennis
Marino, Thomas Neumann and Deutsche Bank AG, filed in the Court of
Chancery, New Castle County, Delaware on October 16, 2000.
(a)(5)(B) Complaint of Crandon Capital Partners against Arthur Kontos, James
H. Lynch, Dennis Marino, Thomas W. Neumann, Kevin Parker, Charles
Kirkland Kellogg, John P. Duffy, Ralph N. Del Deo, Russell C.
Horowitz and National Discount Brokers Group, Inc., filed in the
Court of Chancery, New Castle County, Delaware on October 16, 2000.
(b) Not applicable.
(c)(1) Opinion of U.S. Bancorp Piper Jaffray dated October 11, 2000
(incorporated herein by reference to Schedule I to the Schedule 14D-
9 of the Company filed on October 24, 2000).
(c)(2) Report of U.S. Bancorp Piper Jaffray dated October 11, 2000.
(d)(1) Agreement and Plan of Merger by and among Parent, Purchaser and the
Company dated as of October 11, 2000.
(d)(2) Amendment No. 1 to Merger Agreement by and among Parent, Purchaser
and the Company dated as of October 23, 2000.
(d)(3) Stockholder Tender Agreement dated as of October 11, 2000 between
Purchaser and certain stockholders of the Company.
(e)(1) Form of Retention Agreement to be entered between the Company or its
subsidiaries and certain employees of the Company.
(f) None.
(g) None.
(h) Not Applicable.
(i) Power of Attorney.
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INFORMATION REQUIRED BY SCHEDULE 13E-3.
The information set forth in the Offer is incorporated by reference in
answer to items 1 through 16 of Schedule 13E-3, except those items to which
information is specifically provided herein.
ITEM 13. FINANCIAL STATEMENTS
(a) Financial Information:
(1) The Company's Annual Report on Form 10-K for the fiscal year ended
May 31, 2000 (pages F-1 to F-29) is incorporated herein by reference.
(2) The Company's Quarterly Report on Form 10-Q for the Quarter Ended
August 31, 2000 is incorporated herein by reference.
(3) The ratio of earnings to fixed charges for the Company is not
meaningful in light of the absence of fixed charges.
(b) Pro forma Information: Not applicable.
The financial information incorporated by reference may be read and copied
at the following locations at the SEC:
Public Reference Room New York Regional Office
Room 1024, Judiciary Plaza Suite 1300
450 Fifth Street, N.W. 7 World Trade Center
Washington, D.C. 20549 New York, New York 10048
Please call the SEC at 1-800-732-0330 for further information on the public
reference rooms. The Company's SEC filings should also be available to the
public from commercial document retrieval services and at the Internet world
wide web site that the SEC maintains at http://www.sec.gov.
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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
/s/ Thomas A. Curtis
By: _________________________________
Name: Thomas A. Curtis
Title: Attorney-in-Fact
DEUTSCHE ACQUISITION CORP.
/s/ Kevin E. Parker
By: _________________________________
Name: Kevin E. Parker
Title: President
/s/ Thomas A. Curtis
By: _________________________________
Name: Thomas A. Curtis
Title: Vice President
AS TO SCHEDULE 13-E-3 ONLY:
NATIONAL DISCOUNT BROKERS GROUP,
INC.
/s/ Frank E. Lawatsch, Jr.
By: _________________________________
Name: Frank E. Lawatsch, Jr.
Title: Executive Vice President,
Secretary and General Counsel
Dated: October 24, 2000
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EXHIBIT INDEX
(a)(1)(A) Offer to Purchase dated October 24, 2000.
(a)(1)(B) Form of Letter of Transmittal.
(a)(1)(C) Form of Notice of Guaranteed Delivery.
(a)(1)(D) Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.
(a)(1)(E) Form of Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.
(a)(1)(F) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.
(a)(1)(G) Text of press release issued by Parent dated October 24, 2000.
(a)(1)(H) Form of summary advertisement dated October 24, 2000.
(a)(5)(A) Complaint of George Whitney III against National Discount Brokers
Group, Inc., Russell C. Horowitz, Charles T. Kellogg, James H.
Lynch, Jr., Arthur Kontos, Ralph N. Del Deo, John P. Duffy, Dennis
Marino, Thomas Neumann and Deutsche Bank AG, filed in the Court of
Chancery, New Castle County, Delaware on October 16, 2000.
(a)(5)(B) Complaint of Crandon Capital Partners against Arthur Kontos, James
H. Lynch, Dennis Marino, Thomas W. Neumann, Kevin Parker, Charles
Kirkland Kellogg, John P. Duffy, Ralph N. Del Deo, Russell C.
Horowitz and National Discount Brokers Group, Inc., filed in the
Court of Chancery, New Castle County, Delaware on October 16,
2000.
(b) Not applicable.
(c)(1) Opinion of U.S. Bancorp Piper Jaffray dated October 11, 2000
(incorporated herein by reference to Schedule I to the Schedule
14D-9 of the Company filed on October 24, 2000).
(c)(2) Report of U.S. Bancorp Piper Jaffray dated October 11, 2000.
(d)(1) Agreement and Plan of Merger by and among Parent, Purchaser and
the Company dated as of October 11, 2000.
(d)(2) Amendment No. 1 to Merger Agreement by and among Parent, Purchaser
and the Company dated as of October 23, 2000.
(d)(3) Stockholder Tender Agreement dated as of October 11, 2000 between
Purchaser and certain stockholders of the Company.
(e)(1) Form of Retention Agreement to be entered between the Company or
its subsidiaries and certain employees of the Company.
(f) None.
(g) None.
(h) Not Applicable.
(i) Power of Attorney.