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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
Current Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report: March 25, 1996
Date of Earliest Event Reported: March 13, 1996
JEFFERIES GROUP, INC.
Delaware 0-11669 95-2848406
(State or Other (Commission File (IRS Employer
Jurisdiction of Number) Identification
Incorporation) Number)
11100 Santa Monica Boulevard, 10th Floor
Los Angeles, California 90025
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: (310) 445-1199
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Item 5. Other Events
On March 13, 1996, the Board of Directors of Jefferies Group, Inc. (the
"Company") voted to redeem all outstanding Preferred Share Purchase Rights (the
"Rights") originally issued on May 23, 1988, pursuant to a Stockholders Rights
Plan. The Rights were redeemed for a redemption price of $.01 per Right. One
Right was attached to and represented by each share of the Company's common
stock. Immediately upon the action taken by the Board of Directors ordering
redemption of the Rights, the Rights terminated and the holders of such Rights
became entitled to receive the redemption price. Holders of the Rights on
March 13, 1996 (the "Record Date") will receive the redemption price on or
about March 25, 1996 (the "Payable Date").
Item 7. Financial Statements, Pro Forma Financial
Information and Exhibits
(a) Financial Statements: None
(b) Pro Forma Financial Information: None
(c) Exhibits. Reference is made to the index of
Exhibits annexed hereto and made a part hereof.
SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
JEFFERIES GROUP, INC.
(Registrant)
March 25, 1996 By: /s/ Jerry M. Gluck
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Jerry M. Gluck
Secretary
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EXHIBIT INDEX
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Exhibit Page
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1. Press Release dated March 14, 1996 3
2. March 15, 1996 letter to be sent to shareholders 4
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EXHIBIT 1
[JEFFERIES GROUP LETTERHEAD]
PRESS RELEASE Contact: Michael L. Klowden
For Immediate Release Vice Chairman
(310) 914-1177
JEFFERIES GROUP, INC. REDEEMS RIGHTS; TERMINATES
1988 STOCKHOLDER RIGHTS PLAN
LOS ANGELES, MARCH 14, 1996 -- The Board of Directors of Jefferies Group, Inc.
(Nasdaq: JEFG) has voted to redeem all outstanding Rights originally issued
pursuant to a Stockholder Rights Plan adopted by the Company in May of 1988.
The Rights were redeemed for a redemption price of $.01 per Right.
Shareholders will be receiving written notice of the redemption which will state
the method by which payment of the redemption price will be made.
Michael L. Klowden, Jefferies Group's Vice Chairman, stated: "Our
Stockholder Rights Plan was adopted almost eight years ago at a time when our
stock was trading at prices significantly below the prices at which it is
trading today. Our recent decision to list our shares for trading on the NYSE
along with a recognition that the terms of the Plan are no longer relevant
suggested to us that it would be more appropriate to redeem the Rights prior to
March 15, 1996, the date on which our shares will begin trading on the NYSE."
Jefferies Group is the holding company whose principal subsidiary,
Jefferies & Company, Inc., conducts a securities brokerage business in equity
and taxable fixed income securities, convertible bonds, options, futures and
international securities for institutional clients, as well as corporate
finance activities including capital raising, mergers and acquistion, advisory
and restructuring services.
Jefferies Group also owns approximately 80 percent of the Investment
Technology Group, Inc. (Nasdaq: ITGI), which provides computerized trading
systems and trading software programs to professional investors.
Jefferies' offices are located in Los Angeles, New York, Short
Hills, N.J., Jersey City, N.J., Chicago, Dallas, Boston, Atlanta, New Orleans,
Houston, San Francisco, Stamford, CT, London, Hong Kong, Zurich and Tokyo.
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EXHIBIT 2
[JEFFERIES GROUP, INC. LETTERHEAD]
MARCH 15, 1996
Dear Jefferies Group, Inc. Shareholder:
Effective March 13, 1996, your Board of Directors voted to redeem the
outstanding Rights originally issued to Stockholders of Record on May 23,
1988. Stockholders of Record on March 13, 1996 are entitled to receive a
redemption payment of $.01 for each Right as more fully described below.
As a holder of common stock, the Rights are attached to and represented
by your common stock certificate. Each share of outstanding common stock
possesses one Right. On or about March 25, 1996, the Company will send the
$.01 per share payment for each Stockholder of Record on March 13, 1996. YOU
DO NOT NEED TO TAKE ANY ACTION TO RECEIVE THIS PAYMENT.
First Chicago Trust Company of New York ("First Chicago") is the
Company's Rights Agent. If you have any questions about the redemption of your
Rights, you may contact me at (310) 914-1300 or First Chicago at (201) 324-1644.
On behalf of the Board of Directors,
Jerry M. Gluck
Secretary
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