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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
Investment Technology Group, Inc.
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(Name of Issuer)
Common Stock, $.01 Par Value
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(Title of Class of Securities)
46145F105
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(CUSIP Number)
Frank E. Baxter
Jefferies Group, Inc.
11100 Santa Monica Boulevard
11th Floor
Los Angeles, CA 90025
(310) 445-1199
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
April 27, 1999
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
.
NOTE: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all
exhibits. See Rule 13d-7(b) for other parties to whom copies
are to be sent.
*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).
Page 1 of 6
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SCHEDULE 13D
CUSIP No. 46145F105 Page 2 of 6 Pages
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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) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or (e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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7 SOLE VOTING POWER
1,569,439
NUMBER OF
SHARES ----------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY - 0 -
EACH ----------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 1,534,539
WITH ----------------------------------------------------
10 SHARED DISPOSITIVE POWER
34,900
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,569,439
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.1%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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Page 3 of 6 Pages
STATEMENT PURSUANT TO RULE 13d-1
OF THE
GENERAL RULES AND REGULATIONS
UNDER THE
SECURITIES EXCHANGE ACT OR 1934, AS AMENDED
===============================================================================
The information furnished in response to each Item of Schedule 13D is
incorporated by reference in each other Item of this Schedule.
Item 1. Security and Issuer.
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The title of the class of equity securities to which this
statement relates is:
Common Stock, $.01 par value per share
The name of the issuer of such securities and the address of
its principal executive office are:
Investment Technology Group, Inc. ("New ITG")
380 Madison Avenue
New York, NY 10017
New ITG is incorporated under the laws of the State of
Delaware.
Item 2. Identity and Background.
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Name and business address of the person filing this statement:
Frank E. Baxter
Jefferies Group, Inc.
11100 Santa Monica Boulevard
Los Angeles, CA 90025
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Page 4 of 6 Pages
The Reporting Person is the Chairman of the Board and Chief
Executive Officer of Jefferies Group, Inc. ("New Group"), a publicly held
company (trading symbol "JEF") engaged in investment banking, securities
brokerage and trading, and other financial services.
During the last five years, the Reporting Person has not been
convicted in a criminal proceeding (excluding traffic violations and similar
misdemeanors) and has not been a party to a civil proceeding of a judicial or
administrative body as a result of which he was or is subject to a judgment,
decree, or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
The Reporting Person is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
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The Reporting Person paid no consideration to acquire the
Common Stock of New ITG in connection with the Spin-Off and Merger (as described
below).
Item 4. Purpose of Transaction.
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On April 27, 1999, Jefferies Group, Inc., a Delaware
corporation ("Old Group"), completed the tax-free distribution of 100% of the
shares of New Group to the shareholders of Old Group (the "Spin-Off"). Prior to
the Spin-Off, Old Group had transferred to New Group all of the assets of Old
Group, including the brokerage and investment banking businesses conducted by
Old Group's subsidiaries other than Investment Technology Group, Inc. ("Old
ITG"), except for the capital stock of Old ITG. At that time, Old Group owned
more than 80% of the capital stock of Old ITG, with a substantial portion of the
remaining shares of Old ITG being held by the public. Immediately after
completion of the Spin-Off, Old ITG merged with and into Old Group (the
"Merger"), with Old Group thereupon changing its name to Investment Technology
Group, Inc. The Spin-Off and Merger effectively resulted in the complete
separation of the New Group business and the ITG business.
The Reporting Person was the beneficial owner of approximately
6.7% of the outstanding Common Stock of Old Group immediately prior to the
Spin-Off and Merger. In the Merger, his beneficial ownership of those shares
continued, now representing beneficial ownership of shares of New ITG.
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Page 5 of 6 Pages
The Reporting Person was a director of Old ITG and continues
to be a director of New ITG.
The Reporting Person is holding his shares of New ITG for
investment, and has no plans or proposals of the type referred to in Item 4(a)
through (j) of Schedule 13D. The Reporting Person retains the right to change
his investment intent, to acquire additional shares of Common Stock from time to
time (possibly including as compensation for services in his capacity as a
director of New ITG) or to sell or otherwise dispose of all or part of the
shares of Common Stock beneficially owned by him in any manner permitted by law.
Item 5. Interest in Securities of the Issuer.
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The Reporting Person beneficially owns 1,569,439 shares of New
ITG Common Stock at May 6, 1999, representing approximately 5.1% of the
outstanding class at that date. (Information as to the number of shares
outstanding was furnished by New ITG.) The Reporting Person's beneficial
ownership includes the following: 9,026 shares held as custodian for his
children's accounts; 34,900 shares beneficially owned as a participant under a
trusteed employee benefit plan of New Group, under which participants have sole
voting power and no dispositive power over shares; and 298,008 shares
beneficially owned as a participant under a trusteed employee benefit plan of
New Group, under which participants have sole voting power and limited
dispositive power over shares.
The number of shares of Common Stock as to which the Reporting
Person has sole power to vote or to direct the vote, shared power to vote or to
direct the vote, sole power to dispose or direct the disposition, or shared
power to dispose or direct the disposition is set forth on the cover page to
this Schedule 13D, and such information is incorporated herein by reference.
The shares reported as beneficially owned by the Reporting
Person exclude shares of New ITG Common Stock held by the Jefferies Group, Inc.
Employee Stock Ownership Plan (the "ESOP"). Based on the number of shares of
Old Group held by the ESOP at December 31, 1998, the ESOP would hold 2,074,165
shares of New ITG Common Stock, representing 6.7% of the currently outstanding
class. The terms of the ESOP provide for the voting rights associated with
shares held by the ESOP to be passed through and exercised exclusively by the
participants in the ESOP to the extent that such securities are allocated to a
participant's account. The ESOP and the Trustee of the ESOP (Wells Fargo Bank)
may be deemed to have shared dispositive power over the shares held by the
ESOP but no voting power. The Reporting Person is one of four members of a
committee, appointed by the Board of Directors of New Group, which serves as
the Plan Administrator of the ESOP. The Reporting Person disclaims beneficial
ownership of the shares held by the ESOP, except to the extent of the shares
allocated to his ESOP account as described above.
Item 6. Contracts, Arrangements, Understandings or Relationships With
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Respect to the Securities of the Issuer.
----------------------------------------
N/A
Item 7. Material to be Filed as Exhibits.
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None
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Page 6 of 6 Pages
SIGNATURE
The filing of this Schedule 13D and the disclosures herein
shall not be deemed an admission that the Reporting Person has had an
acquisition of beneficial ownership of shares or otherwise has become subject
to an obligation to file a Schedule 13D relating to New ITG, and shall not be
deemed an admission that the Reporting Person is the beneficial owner of shares
of New ITG Common Stock for any purpose other than under Sections 13(d) and (g)
of the Securities Exchange Act of 1934 and the rules thereunder.
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: May 7, 1999
Signature: /s/ Frank E. Baxter
