Exhibit (a)(1)(E)
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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 Our Clients:
Enclosed for your consideration are the Offer to Purchase, dated October
24, 2000 (the "Offer to Purchase"), and 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")
relating to the offer 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 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. Also enclosed is the Letter to Stockholders of the
Company, together with a Solicitation/Recommendation Statement on Schedule
14D-9 filed with the Securities and Exchange Commission by the Company.
We are the holder of record of Shares held by us for your account. A
tender of such Shares can be made only by us as the holder of record and
pursuant to your instructions. The Letter of Transmittal is furnished to you
for your information only and cannot be used by you to tender Shares held by
us for your account.
Accordingly, we request instructions as to whether you wish to have us
tender on your behalf any or all Shares held by us for your account pursuant
to the terms and conditions set forth in the Offer.
Please note the following:
1. The offer price is $49.00 per Share, net to you in cash, without
interest thereon, upon the terms and subject to the conditions set forth in
the Offer.
2. The Offer is being made for all outstanding Shares.
3. 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.
4. 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.
5. 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 conditions set forth in the Offer to Purchase. See Section 12,
"Certain Conditions of the Offer," of the Offer to Purchase.
6. Any stock transfer taxes applicable to the sale of Shares to
Purchaser pursuant to the Offer will be paid by Purchaser, except as
otherwise provided in Instruction 6 of the Letter of Transmittal.
7. 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.
If you wish to have us tender any or all of the Shares held by us for
your account, please so instruct us by completing, executing, detaching and
returning to us the instruction form set forth on the back page of this
letter. If you authorize the tender of your Shares, all such Shares will be
tendered unless otherwise specified on the back page of this letter. An
envelope to return your instructions to us is enclosed. Your instructions
should be forwarded to us in ample time to permit us to submit a tender on
your behalf prior to the expiration of the Offer.
The Offer is made solely by the Offer to Purchase and the Letter of
Transmittal and is being made to all holders of Shares. Purchaser is not aware
of any state where the making of the Offer is prohibited by administrative or
judicial action pursuant to any valid state statute. If Purchaser becomes
aware of any valid state statute prohibiting the making of the Offer or the
acceptance of the Shares pursuant thereto, Purchaser will make a good faith
effort to comply with such statute or seek to have such statute declared
inapplicable to the Offer. If, after such good faith effort, Purchaser cannot
comply with such state statute, the Offer will not be made to (nor will
tenders be accepted from or on behalf of) holders of Shares in such state. In
any jurisdiction where the securities, blue sky or other laws require the
Offer to be made by a licensed broker or dealer, the Offer is being made on
behalf of Purchaser by Deutsche Bank Securities Inc. (the Dealer Manager), or
one or more registered brokers or dealers that are licensed under the laws of
such jurisdiction.
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Instructions with Respect to the
Offer to Purchase for Cash
All Outstanding Shares of Common Stock
of
National Discount Broker Group, Inc.
by
Deutsche Acquisition Corp.
an indirect wholly owned subsidiary
of
Deutsche Bank AG
The undersigned acknowledge(s) receipt of your letter, the enclosed Offer
to Purchase, dated October 24, 2000 (the "Offer to Purchase"), and the related
Letter of Transmittal (which together with the Offer to Purchase constitute
the "Offer") in connection with the offer 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, to purchase all outstanding shares of
common stock, par value $.01 per share ("Shares"), of National Discount Broker
Group, Inc., a Delaware corporation, 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.
This will instruct you to tender to Purchaser the number of Shares
indicated below (or, if no number is indicated below, all Shares) which are
held by you for the account of the undersigned, upon the terms and subject to
the conditions set forth in the Offer.
Number of Shares to Be Tendered:__ Shares*
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Sign Below
Account Number:____________________ Signature(s)_______________________
Dated:______________________ , 2000 ___________________________________
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Please Type or Print Name(s)
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Please Type or Print Address(es) Here
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Area Code and Telephone Number
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Taxpayer Identification or Social Security Number(s)
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* Unless otherwise indicated, it will be assumed that you instruct us to
tender all Shares held by us for your account.
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