To: Wes Stevens who wrote (16401 ) 10/10/2000 8:27:44 AM From: 2MAR$ Read Replies (1) | Respond to of 24256 NDB gets Buy-out offer , NITE and brokers watch JERSEY CITY, N.J., Oct. 10 /PRNewswire/ -- National Discount Brokers Group, Inc. (NYSE: NDB) (the "Company"), the parent of NDB Capital Markets, the Nasdaq market maker, and National Discount Brokers Corporation/NDB.com, the online discount broker, announced today that it had received a proposal from an affiliate of Deutsche Bank AG offering to acquire all of the outstanding capital stock of the Company for $49 per share in cash. Deutsche Bank through its affiliates currently owns approximately 16% of the outstanding shares of the Company's common stock, most of which it purchased from the Company in a June 2000 private transaction. The Deutsche Bank proposal is subject to several conditions, including the approval of the proposed transaction by the Board of Directors of the Company and the Supervisory Board of Deutsche Bank and the execution of mutually satisfactory definitive agreements. The Company and Deutsche Bank are continuing discussions regarding Deutsche Bank's proposal. The Company also reported that it had received inquiries from other companies with regard to either a strategic merger with, or the possible acquisition of, the Company and that its Board of Directors was currently reviewing the Company's strategic alternatives. The Company indicated that it has engaged US Bancorp Piper Jaffray and Credit Suisse First Boston to serve as its financial advisors in connection with this review by the Board. The Company also indicated that it was not planning on making any further announcements regarding this matter until either a definitive agreement has been executed with regard to a potential transaction or the Board of Directors has determined not to pursue either a strategic merger or the potential sale of the Company at this time. There can be no assurance that any transaction with Deutsche Bank or any other party will be agreed upon, or if agreed upon, consummated or as to the timing thereof. About National Discount Brokers Group, Inc. Headquartered in Jersey City, New Jersey, National Discount Brokers Group, Inc., an S&P 600 Small Cap Index company, is the parent company of two operating financial services entities: National Discount Brokers Corporation/NDB.com and NDB Capital Markets Corporation. NDB.com, which in March 2000 was ranked #1 in the Barron's annual Best of Online Brokers survey, on August 31, 2000 had 268,900 customer accounts, with assets of $11.2 billion. NDB Capital Markets is a leading market maker, making markets in over 4,000 NASDAQ and other OTC securities. For the fiscal year ended May 31, 2000, AutEx ranked NDB Capital Markets the seventh largest NASDAQ/OTC market maker in the United States in terms of share volume. The Company and its subsidiaries have offices in Jersey City, Los Angeles, Chicago, Denver and Boston. Customers can access National Discount Brokers at ndb.com , via the PowerBroker automated touch-tone telephone system (800-631-8884), or by calling live representatives at 1-800-4-1-PRICE. Information about National Discount Brokers Group, Inc. and its subsidiaries, as well as Investor Relations information, may be found at the Company's website atndbgroup.com .