<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No.12)*
of
Tweedy, Browne Company L.P.
SCHEDULE 13D
(Amendment No. 11)*
of
TBK Partners, L.P.
SCHEDULE 13D
(Amendment No. 5)*
of
Vanderbilt Partners, L.P.
Under the Securities Exchange Act of 1934
JEFFERIES GROUP, INC.
(Name of Issuer)
Common Stock, Par Value $.01 per Share
(Title of Class of Securities)
472318104
(CUSIP Number)
John D. Spears
52 Vanderbilt Avenue
New York, New York 10017
(212) 916-0600
(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)
February 6, 1997
(Date of Event which Required Filing of this Statement)
<PAGE> 2
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(b)(3) or (4), check the following box [ ].
Check the following box if a fee is paid with the statement [ ]. (A fee is not
required only if the reporting 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 the provisions of the Act (however, see the Notes).
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SCHEDULE 13D
CUSIP No. 472318104 Page __ of __ Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Tweedy, Browne Company L.P. ("TBC")
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(E) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
TBC has sole voting power with respect to
605,500 shares held in certain TBC accounts (as
hereinafter defined). Additionally, certain of the
general partners of TBC may be deemed to have sole power
to vote certain shares as more fully set forth herein.
NUMBER OF ----------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0 shares
EACH ----------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0 shares, except that certain of the general
WITH partners of TBC may be deemed to have sole power to
dispose of certain shares as more fully set forth
herein.
----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
702,930 shares held in accounts of TBC (as
hereinafter defined).
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
702,930 shares
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.59%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
BD, IA & PN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 4
SCHEDULE 13D
CUSIP No. 472318104 Page __ of __ Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
TBK Partners, L.P. ("TBK")
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC and BK
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(E) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
113,020 shares, except that the general partners
in TBK, solely by reason of their positions, as such
may be deemed to have shared power to vote these shares.
NUMBER OF ----------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0 shares
EACH ----------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 113,020 shares, except that the general partners,
WITH solely by reason of their positions as such, may be
deemed to have shared power to vote these shares.
----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0 shares
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
113,020 shares
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.06%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 5
SCHEDULE 13D
CUSIP No. 472318104 Page of Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Vanderbilt Partners, L.P. ("Vanderbilt")
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC and BK
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(E) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER 28,922 shares, except that the
general partners in Vanderbilt, solely by reason of
their position as such, may be deemed to have shared
power to vote these shares.
NUMBER OF ----------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0 shares
EACH ----------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER 28,922 shares, except that the
PERSON general partners in Vanderbilt, solely by reason of
their positions as such, may be deemed to have shared
power to vote these shares.
----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0 shares
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
28,922 shares
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.27%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 6
PRELIMINARY NOTE
This Statement constitutes (a) Amendment No. 12 to a Statement on Schedule
13D originally filed by Tweedy, Browne Company L.P., a Delaware limited
partnership ("TBC"), and dated as of May 15, 1987 (the "TBC Statement"); (b)
Amendment No. 11 to a Statement filed on Schedule 13D originally filed by TBK
Partners, L.P., a Delaware limited partnership ("TBK") and dated as of May 15,
1987 (the "TBK Statement"); and (c) Amendment No. 5 to a Statement on Schedule
13D filed by Vanderbilt Partners, L.P.; a Delaware limited partnership
("Vanderbilt") and dated as of February 6, 1990 (the "Vanderbilt Statement"),
(collectively, the "Joint Amendment No. 5"). However, the filing of this Joint
Amendment No. 5 should not be deemed an admission that TBC, TBK and Vanderbilt
comprise a group within the meaning of Section 13(d)(3) of the Securities and
Exchange Act of 1934, as amended (the "Act").
This Joint Amendment No. 5 relates to the Common Stock, $.01 par value
(the "Common Stock"), of Jefferies Group, Inc. (the "Company"), which, to the
best knowledge of the persons filing this Joint Amendment No. 5 is a company
organized under the laws of Delaware, with its principal executive offices
located at 11100 Santa Monica Boulevard, Los Angeles, CA 90025.
This Joint Amendment No. 5 contains information regarding shares of Common
Stock that may be deemed to be beneficially owned by TBC. Such shares are held
in the accounts of various customers of TBC, with respect to which it has
obtained sole or shared voting power.
Other than as set forth below, to the best knowledge of TBC, TBK and
Vanderbilt, there has been no material change in the information set forth in
response to Items 1, 2, 3, 4, 6 and 7 of the Statement, as amended. Accordingly,
those Items are omitted from this Joint Amendment No. 5.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of the date hereof, TBC may be deemed to be the beneficial owner of
an aggregate of 702,930 shares of Common Stock, which constitutes approximately
6.59% of the 10,672,000 shares of Common Stock which TBC believes to be the
total number of shares of Common Stock outstanding. The TBC Shares are held in
the TBC Accounts.
Also included in the TBC Shares are 390 shares of Common Stock held in a
TBC Account for a charitable foundation, of which Christopher H. Browne is a
trustee. Mr. Browne is a general partner in TBC, TBK and Vanderbilt.
Also included in the TBC Shares are 12,090 shares of Common Stock held in
certain TBC Accounts, of which John D. Spears, a general partner in TBC, TBK and
Vanderbilt, may be deemed to beneficially own directly. Of these 12,090 shares
of Common Stock, 10,490 shares are held in a TBC Account for John D. Spears and
1,600 shares are held jointly in a TBC Account for John D. Spears and his wife.
As of the date hereof, TBK beneficially owns directly 113,020 shares of
Common Stock, which constitutes approximately 1.06% of the 10,672,000 shares of
Common Stock which TBK believes to be the total number of shares of Common Stock
outstanding.
As of the date hereof, Vanderbilt beneficially owns directly 28,922 shares
of Common Stock, which constitutes approximately 0.27% of the 10,672,000 shares
of Common Stock which Vanderbilt believes to be the total number of shares of
Common Stock outstanding.
<PAGE> 7
Each of TBC, TBK and Vanderbilt disclaims that it is the beneficial owner
of any of the shares of Common Stock held in the TBC Accounts. The aggregate
number of shares of Common Stock with respect to which TBC, TBK and Vanderbilt
could be deemed to be the beneficial owner as of the date hereof, is 844,872
shares, which constitutes approximately 7.92% of the 10,672,000 shares of Common
Stock, which the filing persons believe to be the total number of shares of
Common Stock outstanding, but nothing contained herein shall be construed as an
admission that TBC is the beneficial owner of any of the TBC Shares.
The aggregate number of shares and percentage of Common Stock with respect
to which each of the General Partners may be deemed to be the beneficial owner
by reason of his being a general partner of TBC, TBK and Vanderbilt,
respectively, is 844,872 shares, which constitutes approximately 7.92% of the
10,672,000 shares of Common Stock outstanding. The aggregate number of shares
and percentage of Common Stock with respect to which Thomas P. Knapp may be
deemed to be a beneficial owner by reason of his being a general partner of TBK
is 113,020 shares of Common Stock which constitutes approximately 1.06% of the
10,672,000 shares of Common Stock outstanding. However, nothing contained herein
shall be construed as an admission that any of the General Partners or Thomas P.
Knapp is the beneficial owner of any shares of Common Stock, except as set forth
herein as expressly and admittedly being beneficially owned by a particular
General Partner or Thomas P. Knapp.
Each of TBC, TBK and Vanderbilt disclaims beneficial ownership of Common
Stock held by the other. Except as described herein, to the best knowledge of
TBC, TBK and Vanderbilt, no person who may be deemed to comprise a group with
any of TBC, TBK, Vanderbilt, or any other person named in Item 2 hereof,
beneficially owns any shares of Common Stock.
(b) TBC has investment discretion with respect to 702,930 shares of Common
Stock held by the TBC Accounts and has sole power to dispose or direct the
disposition of all of such shares. Of these shares of Common Stock, TBC has sole
power to vote or to direct the voting of 605,500 shares of Common Stock held in
certain TBC Accounts.
Each of the General Partners of TBC, solely by reason of their positions as
such, may be deemed to have (i) shared power to dispose of or to direct the
disposition of all of the shares of Common Stock held in the TBC Accounts; and
(ii) shared power to vote or direct the vote of 605,500 shares of Common Stock
held in certain TBC Accounts.
TBK has the sole power to vote or direct the voting of and dispose or
direct the disposition of the TBK Shares. Each of the General Partners and
Thomas P. Knapp, solely by reason of their positions as general partners, may be
deemed to have shared power to vote or direct the vote of and to dispose or
direct the disposition of the TBK Shares.
Vanderbilt has the sole power to vote or direct the voting of and dispose
or direct the disposition of the Vanderbilt Shares. Each of the General Partners
of Vanderbilt, solely by reason of their positions as such, may be deemed to
have shared power to vote or direct the vote of and to dispose or direct the
disposition of the Vanderbilt Shares.
Christopher H. Browne may be deemed to have (i) sole power to dispose of or
to direct the disposition of and (ii) sole power to vote or direct the vote of
390 shares of Common Stock held in a TBC Account for a charitable foundation, of
which he is a trustee.
John D. Spears may be deemed to have (i) sole or shared power to dispose of
or to direct the disposition of and (ii) sole or shared power to vote or direct
the vote of 12,090 shares of Common Stock held in certain TBC Accounts as set
forth in Item 5(a) herein.
<PAGE> 8
<TABLE>
(c) During the sixty-day period ended as of the date hereof, there have
been no transactions in Common Stock effected by TBK. During the sixty-day
period ended as of the date hereof, TBC and Vanderbilt have sold shares in open
market transactions as follows:
<CAPTION>
REPORTING NO. OF
PERSON DATE SHARES SOLD PRICE
<S> <C> <C> <C>
TBC 12/09/96 965 $35.82707
12/10/96 700 $36 3/8
12/16/96 1,000 $37 3/8
12/17/96 1,100 $37 1/4
01/14/97 180 $40 7/8
01/16/97 1,600 $40 3/8
01/17/97 54 $40 3/8
01/29/97 200 $38 7/8
01/31/97 100 $40 1/8
02/04/97 2,900 $41.0086
02/05/97 315,000 $39 1/4
02/06/97 500 $39 1/4
VANDERBILT: 02/05/97 25,000 $39 1/4
</TABLE>
(d) To the best knowledge of TBC, each of the persons maintaining an
account with TBC has the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, the shares of Common Stock
held in said person's TBC Account.
To the best knowledge of TBK, no person other than TBK has the right to
receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, the TBK Shares, except that the General Partners and Thomas P.
Knapp may be deemed to have such rights and powers solely by reason of being
general partners in TBK.
To the best knowledge of Vanderbilt, no person other than Vanderbilt has
the right to receive or the power to direct the receipt of dividends from, or
the proceeds from the sale of, the Vanderbilt Shares, except that the General
Partners in Vanderbilt may be deemed to have such rights and powers solely by
reason of being general partners in Vanderbilt.
(e) Not applicable.
<PAGE> 9
SIGNATURE
Each of Tweedy, Browne Company L.P., TBK Partners, L.P. and Vanderbilt
Partners, L.P., after reasonable inquiry and to the best of its knowledge and
belief, hereby certifies that the information set forth in this Statement (which
includes the Exhibit annexed hereto) is true, complete and correct.
TWEEDY, BROWNE COMPANY L.P.
By /s/ Christopher H. Browne
--------------------------------
Christopher H. Browne
General Partner
TBK PARTNERS, L.P.
By /s/ Christopher H. Browne
--------------------------------
Christopher H. Browne
General Partner
VANDERBILT PARTNERS, L.P.
By /s/ Christopher H. Browne
--------------------------------
Christopher H. Browne
General Partner
Dated: February 10, 1997
