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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 6 )*
JEFFERIES GROUP, INC.
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
472318104
(CUSIP Number)
Check the following box if a fee is being paid with the statement [ ]. (A fee
is not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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SCHEDULE 13G
CUSIP No. 472318104
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Frank E. Baxter
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------------------------------------------------------------------------------
5 SOLE VOTING POWER
NUMBER OF 863,886 shares of Common Stock at December 31, 1996
SHARES -----------------------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY
EACH - 0 -
REPORTING -----------------------------------------------------------------
PERSON 7 SOLE DISPOSITIVE POWER
WITH
846,452 shares of Common Stock at December 31, 1996
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8 SHARED DISPOSITIVE POWER
22,052 shares of Common Stock at December 31, 1996
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
885,938 shares of Common Stock at December 31, 1996
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.55%
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12 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
* SEE INSTRUCTION BEFORE FILLING OUT!
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SCHEDULE 13G
ITEM 1.
(a) Name of Issuer:
Jefferies Group, Inc. (the "Company")
(b) Address of Issuer's Principal Executive Offices:
11100 Santa Monica Boulevard
10th Floor
Los Angeles, California 90025
ITEM 2.
(a) Name of Person Filing:
Frank E. Baxter
(b) Address of Principal Business Office or, if none,
Residence:
11100 Santa Monica Boulevard
10th Floor
Los Angeles, California 90025
(c) Citizenship:
United States
(d) Title of Class of Securities:
Common Stock, $.01 par value ("Common Stock")
(e) CUSIP Number:
472318104
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b), OR
13d-2(b), CHECK WHETHER THE PERSON FILING IS A:
(a) [ ] Broker or Dealer registered under Section 15 of
the Act
(b) [ ] Bank as defined in section 3(a)(6) of the Act
(c) [ ] Insurance Company as defined in section 3(a)(19)
of the Act
(d) [ ] Investment Company registered under section 8 of
the Investment Company Act
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(e) [ ] Investment Adviser registered under section 203 of
the Investment Advisers Act of 1940
(f) [ ] Employee Benefit Plan, Pension Fund which is subject
to the provisions of the Employee Retirement Income
Security Act of 1974 or Endowment Fund; see Section
240.13d-1(b)(1)(ii)(F)
(g) [ ] Parent Holding Company, in accordance with
Section 240.13d-1(b)(ii)(G)(Note: See Item 7)
(h) [ ] Group, in accordance with Section
240.13d-1(b)(1)(ii)(H)
ITEM 4. OWNERSHIP
The following sets forth beneficial ownership information at December
31, 1996:
(a) Amount Beneficially Owned:
885,938 shares of Common Stock*
* Mr. Baxter's beneficial ownership includes 12,000 shares
held in trust for certain family members.
(b) Percent of Class:
8.55%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
863,886 shares of Common Stock
(ii) shared power to vote or to direct the vote:
- 0 -
(iii) sole power to dispose or to direct the disposition of:
846,452 shares of Common Stock
(iv) shared power to dispose or to direct the disposition of:
22,052 shares of Common Stock
The number of shares beneficially owned by Mr. Baxter includes 17,434
shares allocated to his account under the Jefferies Group, Inc. Employees' Stock
Ownership Plan (as to which shares he has sole voting power and no dispositive
power) and 22,052 shares allocated to his account under the Jefferies Group,
Inc. Capital Accumulation Plan for Key Employees (as to which he has no voting
power and which are subject to certain restrictions on
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disposition).
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial owner of more
than five percent of the class of securities, check the following [ ].
Not applicable.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON
Not applicable.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY
WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE
PARENT HOLDING COMPANY
Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE
GROUP
Not applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Not applicable.
ITEM 10. CERTIFICATION
By signing below the filing person certifies that, to the best of its
knowledge and belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the purpose of and do not
have the effect of changing or influencing the control of the issuer of such
securities and were not acquired in connection with or as a participant in any
transaction having such purposes or effect.
SIGNATURE
The filing of this Schedule 13G and amendments thereto, and the
statements herein and therein, shall not be construed as an admission that the
filing person or any other person named herein is, for purposes of Section
13(d), 13(g), 16(a), or 16(b) under the Securities Exchange Act of 1934, as
amended, or for any other purpose, the beneficial owner of any of the securities
described herein or therein.
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After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete,
and correct.
Date: February 12, 1997
/s/ Frank E. Baxter
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Frank E. Baxter
