Exhibit (a)(1)(D)
-----------------
[LOGO OF DEUTSCHE BANK]
Offer to Purchase for Cash
All Outstanding Shares of Common Stock
of
National Discount Brokers Group, Inc.
at
$49.00 Net Per Share
by
Deutsche Acquisition Corp.
an indirect wholly-owned subsidiary
of
Deutsche Bank AG
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON TUESDAY, NOVEMBER 21, 2000, UNLESS THE OFFER IS EXTENDED.
October 24, 2000
To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:
We have been appointed by Deutsche Acquisition Corp., a Delaware
corporation ("Purchaser") and an indirect wholly owned subsidiary of Deutsche
Bank AG, a banking company with limited liability organized under the laws of
the Federal Republic of Germany ("Parent"), to act as Dealer Manager in
connection with Purchaser's offer 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 a purchase price of
$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 (which, together with the
Offer to Purchase, as each may be amended or supplemented from time to time,
collectively constitute the "Offer"), enclosed herewith.
Please furnish copies of the enclosed materials to those of your clients
for whose accounts you hold Shares registered in your name or in the name of
your nominee.
The Offer is conditioned upon, among other things, there being validly
tendered and not properly withdrawn prior to the expiration of the Offer that
number of Shares which, together with the Shares then beneficially owned by
Purchaser or Parent or any of their respective affiliates, represents at least
a majority of the total number of outstanding Shares on a fully diluted basis.
The offer is also subject to the other terms and conditions contained in the
Offer to Purchase. See Section 12 of the Offer to Purchase, "Certain
Conditions of the Offer."
The Offer is being made pursuant to an Agreement and Plan of Merger, dated
as of October 11, 2000, as amended (the "Merger Agreement"), among Parent,
Purchaser and the Company pursuant to which, following the consummation of the
Offer and in accordance with the Delaware General Corporation Law, and subject
to the satisfaction or waiver of certain conditions, Purchaser will be merged
with and into the Company (the "Merger"), with the Company continuing as a
wholly owned subsidiary of Parent.
The Board of Directors of the Company (other than Parent's representative,
who was absent and did not vote) unanimously approved the Offer and the Merger
and determined that the Merger Agreement and the transactions contemplated
therein, including the Offer and the Merger, are advisable and fair to, and in
the best interests of, the Company's stockholders (other than Parent and its
wholly owned subsidiaries) and recommends that such stockholders accept the
Offer and, if stockholder approval of the Merger is required by law, vote for
the approval and adoption of the Merger Agreement.
For your information and for forwarding to your clients for whom you hold
Shares registered in your name or in the name of your nominee, or who hold
Shares registered in their own name, we are enclosing herewith copies of the
following documents:
1. The Offer to Purchase dated October 24, 2000;
2. The Letter of Transmittal (including the Substitute Form W-9) to be
used by holders of Shares in accepting the Offer and tendering Shares;
3. A letter to stockholders of the Company, together with a
Solicitation/Recommendation Statement on Schedule 14D-9 filed with the
Securities and Exchange Commission and mailed to the stockholders by the
Company;
4. The Notice of Guaranteed Delivery to be used to accept the Offer if
the certificates evidencing Shares (the "Share Certificates") have not yet
been issued, are not immediately available or time will not permit all
required documents to reach ChaseMellon Shareholder Services, L.L.C. (the
"Depositary") prior to the Expiration Date (as defined in the Offer to
Purchase) or if the procedure for book-entry transfer cannot be completed
on a timely basis;
5. A letter which may be sent to your clients for whose accounts you
hold Shares registered in your name or in the name of your nominees, with
space provided for obtaining such clients' instructions with regard to the
Offer;
6. Guidelines of the Internal Revenue Service for Certification of
Taxpayer Identification Number on Substitute Form W-9, providing
information relating to backup federal income tax withholding; and
7. A return envelope addressed to the Depositary.
Your prompt action is requested. We urge you to contact your clients as
promptly as possible. Please note that the Offer and withdrawal rights will
expire at 12:00 midnight, New York City time, on Tuesday, November 21, 2000
unless the Offer is extended.
In order to take advantage of the Offer, a duly executed and properly
completed Letter of Transmittal (or a manually signed facsimile thereof), with
any required signature guarantees, or an Agent's Message (as defined in the
Offer to Purchase) in connection with a book-entry delivery of Shares, and any
other required documents, should be sent to the Depositary, and Share
Certificates evidencing the tendered Shares should be delivered or such Shares
should be tendered by book-entry transfer, all in accordance with the Offer to
Purchase and the instructions set forth in the Letter of Transmittal.
If stockholders wish to tender Shares, but it is impracticable for them to
forward their Share Certificates or other required documents on or prior to
the Expiration Date or to comply with the book-entry transfer procedures on a
timely basis, a tender may be effected by following the guaranteed delivery
procedures specified in the section entitled "Procedures for Tendering Shares"
of the Offer to Purchase.
Purchaser will not pay any commissions or fees to any broker, dealer or
other person (other than the Depositary, the Dealer Manager and the
Information Agent) for soliciting tenders of Shares pursuant to the Offer.
Purchaser will, however, upon request, reimburse you for customary clerical
and mailing expenses incurred by you in forwarding any of the enclosed
materials to your clients. Purchaser will pay or cause to be paid any stock
transfer taxes payable on the transfer of Shares to it, except as otherwise
provided in the Letter of Transmittal.
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Additional copies of the enclosed material may be obtained from Georgeson
Shareholder Communications Inc., the Information Agent, at the address set
forth below. Any questions, inquiries or requests you may have with respect to
the Offer should be directed to the Dealer Manager or the Information Agent at
their respective addresses and telephone numbers listed below and in the Offer
to Purchase.
Very truly yours,
Deutsche Banc Alex. Brown
Nothing contained herein or in the enclosed documents shall constitute you
or any other person as an agent of Parent, Purchaser, the Company, the
Information Agent, the Dealer Manager, the Depositary, or any affiliate of any
of them, or authorize you or any other person to give any information, make
any representation or use any document on behalf of any of them with respect
to the Offer not contained in the Offer to Purchase or the Letter of
Transmittal.
The Information Agent for the Offer is:
[LOGO GEORGESON SHAREHOLDER COMMUNICATIONS]
17 State Street, 10th Floor
New York, New York 10004
Banks and Brokers Call Collect: (212) 440-9800
All Others Call Toll Free: (800) 223-2064
The Dealer Manager for the Offer is:
[DEUTSCHE BANC ALEX. BROWN]
Deutsche Bank Securities, Inc.
130 Liberty Street, 33rd Floor
New York, New York 10006
Call Toll Free: (877) 305-4919
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