<PAGE> 1
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
FORM 8-K
Current Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report: March 18, 1998
Date of Earliest Event Reported: March 17, 1998
JEFFERIES GROUP, INC.
<TABLE>
<S> <C> <C>
Delaware 0-11669 95-2848406
(State or Other (Commission File (IRS Employer
Jurisdiction of Number) Identification
Incorporation) Number)
</TABLE>
11100 Santa Monica Boulevard, 11th Floor
Los Angeles, California 90025
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: (310) 445-1199
================================================================================
<PAGE> 2
ITEM 5. OTHER EVENTS
On March 17, 1998, Jeffries Group, Inc. ("Group") and Investment
Technology Group, Inc. ("ITGI") jointly announced plans to separate Group's 100%
owned subsidiary, Jeffries & Company, Inc., and Group's 82.3%-owned subsidiary,
ITGI, through a proposed spin-off and related transactions. Attached hereto and
incorporated herein by reference as though a part hereof are (i) a joint press
release announcing the proposed spin-off and related transactions (Exhibit 99.1)
and (ii) information made available to stockholders concerning the transactions
and separation, as included on the website of Group and ITGI (Exhibit 99.2).
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
Exhibit Index
EXHIBIT NO. EXHIBIT DESCRIPTION
99.1 Joint press release of Group and ITGI concerning proposed spin-off
and related transactions.
99.2 Unaudited financial information concerning Group and ITGI.
SIGNATURES
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.
JEFFRIES GROUP, INC.
(Registrant)
March 18, 1998 By: /s/ JERRY M. GLUCK
---------------------- ------------------------------------
Jerry M. Gluck
Secretary
-1-
<PAGE> 1
FOR IMMEDIATE RELEASE
March 17, 1998
CONTACT: JEFFERIES GROUP
CLARENCE T. SCHMITZ
(310) 914-1164
INVESTMENT TECHNOLOGY GROUP
JOHN R. MACDONALD
(212) 444-6252
JEFFERIES GROUP AND INVESTMENT TECHNOLOGY GROUP ANNOUNCE PLAN TO SEPARATE INTO
TWO INDEPENDENT COMPANIES
LOS ANGELES -- Jefferies Group, Inc. (NYSE: JEF) and Investment Technology
Group, Inc. (NASDAQ: ITGI) today announced plans to separate Jefferies &
Company, Inc. and Investment Technology Group, Inc. through a spin-off.
Jefferies Group, Inc. is a holding company for two principal lines of business:
a full-service global investment bank serving institutions and small- to
medium-sized corporations (referred to in this release as "JEFCO"); and 82.3
percent-owned Investment Technology Group, Inc., the leading provider of
technology-based equity trading services and transaction research to
institutional investors and brokers.
According to the plan, Jefferies Group shareholders will own 100% of JEFCO and
approximately 82.3% of ITGI when the transaction closes. The public ITGI
shareholders will continue to own approximately 17.7% of ITGI. The spin-off will
be accomplished by a tax-free distribution of 100% of the shares of a new
holding company, JEFCO, to Jefferies Group shareholders. Jefferies Group's 15
million shares of ITGI would then be its only asset. The spin-off would be
followed immediately by a tax-free merger of Jefferies Group and ITGI.
Jefferies Group will seek a ruling from the IRS regarding the tax-free nature of
the distribution of JEFCO and expects to complete the transaction by the end of
the year.
Jefferies Group and ITGI expect that both companies will have financial strength
and flexibility for future growth. The spin-off plan calls for:
- - Increasing JEFCO's capital base through a combination of Jefferies Group
stock option exercises, termination of Jefferies Group's deferred
compensation plan, various tax benefits and a special dividend of
approximately $50-75 million from ITGI to all of its stockholders.
- - Assumption by JEFCO of Jefferies Group's existing $150 million senior
unsecured debt obligation.
<PAGE> 2
- - Establishing an employee stock ownership plan at JEFCO, which will further
align the interests of employees and stockholders at JEFCO by providing
equity-based compensation incentives linked directly to JEFCO's operating
performance.
The spin-off and restructuring transactions are contingent on a number of
factors, including receipt of all required Board of Directors and shareholder
approvals of Jefferies Group and ITGI, receipt of a favorable tax ruling from
the IRS and other required regulatory and contractual approvals.
Jefferies Group Chairman and Chief Executive Officer Frank Baxter said, "Our
goal is to maximize value for the shareholders of Jefferies Group and ITGI. By
pursuing separate destinies each firm will be better understood by investors,
better equipped to sharpen its focus on serving clients, and better able to take
advantage of opportunities unique to its business. Each firm has separate,
seasoned management teams and highly motivated employees who will help to ensure
a smooth and rapid transition."
ITGI President and Chief Executive Officer Scott Mason said, "We are very
excited by the prospect of this spin-off, which should increase the depth and
breadth of the market for ITGI's common stock. As an independent company, ITGI
will have greater flexibility with its capital structure and will have the
opportunity to use its common stock to raise capital and make acquisitions. We
hope to use this flexibility to invest in businesses that create a seamless
infrastructure for trading stocks and developing high-content, leading-edge
research products."
JEFCO, a global investment bank, is the principal operating business of
Jefferies Group, Inc. Its focus is on capital raising, research, mergers and
acquisitions, advisory and restructuring services for small- to medium-sized
companies, and trading in equity and taxable fixed-income securities,
convertible bonds, options, futures and international securities for
institutional clients. In 1997, JEFCO completed for a client the largest
solely-managed high yield transaction of this decade.
ITGI, through its wholly-owned broker-dealer subsidiary, ITG Inc. (ITG), is the
leading provider of technology-based equity trading services and transaction
research to institutional investors and brokers. ITG services help clients to
access liquidity, execute trades more efficiently, and make better trading
decisions. With an emphasis on ongoing research, ITG offers the following
services: ITG POSIT(R), an electronic stock crossing system; ITG QuantEX(R), a
decision-support and routing system; Electronic Trading Desk Services, offering
customers trading capabilities through the ITG trading desk, which utilizes
multiple sources of liquidity; ITG Platform, a PC based routing system; and ITG
ISIS, a set of analytical tools for systematically lowering transactions costs.
Further information regarding the planned spin-off, including historical
financial data on both companies, can be found at Jefferies Group's website,
www.jefco.com and ITGI's website, www.itginc.com. Jefferies Group has retained
J.P. Morgan & Co., Incorporated as its advisor in this transaction.
<PAGE> 3
Jefferies Group has more than 1,000 investment and technology professionals with
offices in Los Angeles, New York, Short Hills, Chicago, Dallas, Boston, Atlanta,
New Orleans, Houston, Jersey City, San Francisco, Stamford, London, Hong Kong,
Zurich and Tokyo.
This press release contains statements concerning the timing, structure and
ramifications of the proposed spin-off and related transactions that are
intended to be "forward-looking statements", as that phrase is defined by the
Private Securities Litigation Reform Act of 1995. Forward-looking statements,
which can be identified by the use of terms such as "plan", "anticipate",
"will", "would", "expect", "estimate" or variations of such terms, may not occur
as presently anticipated in the event necessary approvals are not obtained or
are not obtained on acceptable terms or in the event of adverse developments in
the market for Jefferies Group or ITGI securities or in securities markets in
general. As a result, no forward-looking statement should be regarded as a
representation by Jefferies Group, ITGI or any other person that the presently
anticipated events will occur as described herein.
####
<PAGE> 1
JEFFERIES GROUP, INC.
UNAUDITED FINANCIAL INFORMATION RELATING TO
PLANNED SPIN-OFF
[JEFFERIES GROUP, INC. LOGO]
<PAGE> 2
================================================================================
PAGE
----
HIGHLIGHTS
PLANNED TRANSACTION............................................... 1-3
SELECTED FINANCIAL INFORMATION.................................... 4-7
APPENDIX
JEFFERIES GROUP, INC. CONSOLIDATING FINANCIAL INFORMATION
STATEMENTS OF FINANCIAL CONDITION.......................... A
STATEMENTS OF EARNINGS..................................... B
This document contains statements concerning the timing, structure and
ramifications of the proposed spin-off and related transactions that are
intended to be "forward-looking statements", as that phrase is defined by the
Private Securities Litigation Reform Act of 1995. Forward-looking statements,
which can be identified by the use of terms such as "plan", "anticipate",
"will", "would", "expect", "estimate" or variations of such terms, may not occur
as presently anticipated in the event necessary approvals are not obtained or
are not obtained on acceptable terms or in the event of adverse developments in
the market for Jefferies Group or ITGI securities or in securities markets in
general. As a result, no forward-looking statement should be regarded as a
representation by Jefferies Group, ITGI or any other person that the presently
anticipated events will occur as described herein.
<PAGE> 3
PLANNED TRANSACTION
================================================================================
On March 17, 1998, Jefferies Group, Inc. and Investment Technology Group, Inc.
announced plans to separate Jefferies & Company, Inc. and Investment Technology
Group, Inc. through a spin-off.
Jefferies Group, Inc. is a holding company for two principal lines of business:
a full-service global investment bank serving institutions and small- to
medium-sized corporations (referred to in this document as "JEFCO"); and 82.3
percent-owned Investment Technology Group, Inc., the leading provider of
technology-based equity trading services and transaction research to
institutional investors and brokers.
According to the plan, Jefferies Group shareholders will own 100% of JEFCO and
approximately 82.3% of ITGI when the transaction closes. The public ITGI
shareholders will continue to own approximately 17.7% of ITGI. The spin-off will
be accomplished by a tax-free distribution of 100% of the shares of a new
holding company, JEFCO, to Jefferies Group shareholders. Jefferies Group's 15
million shares of ITGI would then be its only asset. (As of December 31, 1997,
total outstanding shares of ITGI were 18.2 million.) The spin-off would be
followed immediately by a tax-free merger of Jefferies Group and ITGI.
Jefferies Group will seek a ruling from the IRS regarding the tax-free nature of
the distribution of JEFCO and expects to complete the transaction by the end of
the year.
1
[JEFFERIES GROUP, INC. LOGO]
<PAGE> 4
PLANNED TRANSACTION
================================================================================
Jefferies Group and ITGI expect that both companies will have financial strength
and flexibility for future growth. The spin-off plan calls for:
- Increasing JEFCO's capital base through a combination of Jefferies
Group stock option exercises, termination of Jefferies Group's
deferred compensation plan, various tax benefits and a special
dividend of approximately $50-75 million from ITGI to all of its
stockholders. It is currently anticipated that at the transaction
closing date, JEFCO will have a minimum equity capital base of
$320 million and ITGI will have a minimum equity capital base of
$20 million.
- Assumption by JEFCO of Jefferies Group's existing $150 million
senior unsecured debt obligation.
- Establishing an employee stock ownership plan at JEFCO, which will
further align the interests of employees and stockholders at JEFCO
by providing equity-based compensation incentives linked directly to
JEFCO's operating performance.
The spin-off and restructuring transactions are contingent on a number of
factors, including receipt of all required Board of Directors and shareholder
approvals of Jefferies Group and ITGI, receipt of a favorable tax ruling from
the IRS and other required regulatory and contractual approvals.
2
[JEFFERIES GROUP, INC. LOGO]
<PAGE> 5
PLANNED TRANSACTION
================================================================================
[GRAPHIC OMITTED]
JEF GROUP
SHAREHOLDERS
100% OWNERSHIP
JEFFERIES GROUP, INC. LOGO ITGI
82% OWNERSHIP MINORITY INTEREST
18% OWNERSHIP
- Post Spin-Off UPSTREAM MERGER
Minimum Equity: $20 mm - MERGE ITGI INTO JEF GROUP AND
EXCHANGE MINORITY INTEREST SHARES
IN ITGI FOR JEF GROUP SHARES
- CHANGE JEF GROUP NAME TO ITGI
"JEFCO" INVESTMENT
- - Post Spin-Off Minimum Capital: $470 mm TECHNOLOGY
- - Post Spin-Off Minimum Equity: $320 mm GROUP, INC.
3
[JEFFERIES GROUP, INC. LOGO]
<PAGE> 6
JEFFERIES GROUP, INC. CONSOLIDATED FINANCIAL INFORMATION
================================================================================
SELECTED CONSOLIDATED FINANCIAL DATA
<TABLE>
<CAPTION>
(IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
YEAR ENDED DECEMBER 31,
----------------------------------------------------------------------
1997 1996 1995 1994 1993
---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
INCOME STATEMENT(a)
Net Revenues $ 703,038 $ 478,774 $ 351,222 $ 262,538 $ 292,789
Operating Income 115,950 83,187 53,238 30,779 47,344
Earnings before income taxes, minority interest,
and cumulative effect of change in accounting
principle 115,950 83,187 53,238 39,036 47,344
Income Taxes 47,677 35,438 21,911 17,568 19,755
Minority Interest 4,706 4,189 2,798 1,244 0
---------- ---------- ---------- ---------- ----------
Net Earnings $ 63,567 $ 43,560 $ 28,529 $ 20,224 $ 28,947(b)
EARNINGS PER SHARE
Diluted Earnings $ 2.80 $ 1.84 $ 1.19 $ 0.81 $ 1.22
As of December 31,
----------------------------------------------------------------------
1997 1996 1995 1994 1993
---------- ---------- ---------- ---------- ----------
BALANCE SHEET(a)
Cash, Cash Equivalents, and Short Term Investments $ 224,465 $ 180,435 $ 72,821 $ 73,533 $ 28,914
Total Assets 2,099,542 1,568,087 1,536,969 1,557,348 1,388,403
Long-Term Debt 149,290 52,987 56,322 59,570 9,968
Stockholders' Equity 242,756 195,445 186,261 163,235 144,558
SELECTED RATIOS:
Pre-Tax Margin (as a % of Net Revenue) 16% 17% 15% 15% 16%
Return on Average Equity 30% 23% 17% 13% 25%
Book Value Per Share Outstanding $ 11.97 $ 9.43 $ 8.28 $ 7.28 $ 6.35
Shares Outstanding 20,286 20,726 22,514 22,420 22,782
Diluted Weighted Average Shares Outstanding 22,349 23,410 23,922 24,756 24,664
</TABLE>
(a) ITGI is fully consolidated into Jefferies Group, Inc. The minority
interest in ITGI is recorded as a liability. This liability representing
the minority interest is increased each period by the minority's share of
net income from ITGI and such amount is deducted from the determination
of net earnings from Jefferies Group, Inc.
(b) Includes cumulative adjustment of $1.4 million due to adoption of
accounting standard in 1993.
4
[JEFFERIES GROUP, INC. LOGO]
<PAGE> 7
JEFFERIES GROUP, INC. CONSOLIDATED FINANCIAL INFORMATION
================================================================================
TOTAL REVENUE GROWTH & COMPOSITION
[GRAPH]
(IN MILLIONS)
$800 $765
17%
$600 $517
$406 21%
ITGI
$400
$310 $304 18% JEFCO
83%
16% 18%
$200 79%
82%
84% 82%
$ 0
1993 1994 1995 1996 1997
5
[JEFFERIES GROUP, INC. LOGO]
<PAGE> 8
SEGMENT FINANCIAL INFORMATION - "JEFCO"
================================================================================
SELECTED FINANCIAL DATA
The following represents historical financial information of Jefferies Group,
Inc.'s core brokerage and banking business - "JEFCO."
<TABLE>
<CAPTION>
(DOLLARS IN THOUSANDS EXCEPT PER SHARE AMOUNTS) YEAR ENDED DECEMBER 31,
-----------------------------------------------------------------------
1997 1996 1995 1994 1993
---------- ------ ------- -------- -----------
<S> <C> <C> <C> <C> <C>
INCOME STATEMENT
Net Revenues $569,528 $369,183 $ 279,939 $ 206,968 $ 243,470
Operating Income 68,690 42,186 28,350 13,007 40,918
Contribution to Consolidated Jefferies Group, Inc.
Net Earnings 41,356 24,414 16,422 29,330(b) 25,620
EARNINGS PER SHARE
Contribution to Consolidated Jefferies Group, Inc.
Diluted Earnings(a) $ 1.85 $ 1.04 $ 0.69 $ 1.18 $ 1.04
AS OF DECEMBER 31,
-----------------------------------------------------------------------
1997 1996 1995 1994 1993
---------- ------ ------- -------- -----------
BALANCE SHEET
Cash, Cash Equivalents, and Short Term Investments $ 173,202 $ 136,480 $ 54,861 $ 52,087 $ 22,904
Total Assets 1,994,684 1,493,117 1,497,351 1,526,869 1,376,293
Long-Term Debt 149,290 52,987 56,322 59,570 9,968
Stockholders' Equity 165,568 140,314 149,163 137,478 130,714
SELECTED RATIOS:
Pre-Tax Margin (as a % of Net Revenue) 12% 11% 10% 25% 17%
Return on Average Equity 27% 17% 11% 22% 24%
</TABLE>
(a) Contribution is calculated based on consolidated Jefferies Group, Inc.
diluted weighted average shares outstanding.
(b) Contribution to consolidated Jefferies Group, Inc. net earnings in 1994
includes a one-time, after tax gain of approximately $22 million or $.89
per diluted share related to the IPO of ITGI.
6
[JEFFERIES GROUP, INC. LOGO]
<PAGE> 9
SEGMENT FINANCIAL INFORMATION - "ITGI"
================================================================================
SELECTED FINANCIAL DATA
The following represents historical financial information of Jefferies Group,
Inc.'s equity ownership of approximately 82% currently of Investment Technology
Group, Inc. - "ITGI."
<TABLE>
<CAPTION>
(DOLLARS IN THOUSANDS EXCEPT PER SHARE AMOUNTS) YEAR ENDED DECEMBER 31,
-------------------------------------------------------------------
1997 1996 1995 1994 1993
-------- -------- -------- -------- ------
<S> <C> <C> <C> <C> <C>
INCOME STATEMENT
Net Revenues $136,896 $111,333 $ 72,328 $ 56,706 $ 49,316
Contribution to Consolidated Jefferies Group, Inc.
Net Earnings (Loss)(a) 22,211 19,146 12,107 (9,106)(c) 3,327
EARNINGS (LOSS) PER SHARE
Contribution to Consolidated Jefferies Group, Inc.
Diluted Earnings(b) $ 0.95 $ 0.80 $ 0.50 $ (.37)(c) $ 0.18
AS OF DECEMBER 31,
-------------------------------------------------------------------
1997 1996 1995 1994 1993
-------- -------- -------- -------- ------
BALANCE SHEET
Cash, Cash Equivalents, and Short Term Investments $ 51,263 $ 43,955 $ 17,960 $ 21,446 $ 6,010
Total Assets 113,641 82,798 55,318 38,354 23,496
Long-Term Debt 0 0 0 0 0
SELECTED RATIOS:
Pre-Tax Margin (as a % of Net Revenue) 35% 37% 34% -22% 13%
</TABLE>
(a) Contribution to consolidated Jefferies Group, Inc. net earnings (loss)
represent Jefferies Group, Inc.'s ownership percentage of approximately
82% of ITGI from May 1994 to present. Previous to May 1994, ITGI was a
wholly owned subsidiary of Jefferies Group, Inc.
(b) Contribution is calculated based on consolidated Jefferies Group, Inc.
diluted weighted average shares outstanding including earnings
adjustments for stock options of ITGI.
(c) Contribution to consolidated Jefferies Group, Inc. net earnings in 1994
includes a non-recurring, after tax charge of approximately $20 million
or $.80 per diluted share related to termination of plans expense.
7
[JEFFERIES GROUP, INC. LOGO]
<PAGE> 10
APPENDIX A
================================================================================
JEFFERIES GROUP INC. HISTORICAL CONSOLIDATING STATEMENTS OF FINANCIAL CONDITION
The following table represents the historical assets and liabilities of
Jefferies Group, Inc. broken down between its core brokerage and banking
business - "JEFCO" - and its approximately 82% ownership interest of ITGI.
<TABLE>
<CAPTION>
(DOLLARS IN THOUSANDS) AS OF DECEMBER 31, 1997 AS OF DECEMBER 31, 1996
----------------------------------------------------------------------------
JEFFERIES JEFFERIES
ITGI(a) JEFCO(a) GROUP, INC. ITGI(a) JEFCO(a) GROUP, INC.
---------- -------- ----------- ------- -------- -----------
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Cash and cash equivalents $ 51,263 $ 58,225 $ 109,488 $ 43,955 $ 70,187 $ 114,142
Cash and securities segregated and on deposit for
regulatory purposes or deposited with clearing and
depository organizations 0 30,977 30,977 0 29,107 29,107
Receivables from brokers and dealers 2,931 1,269,664 1,269,664 2,812 965,625 965,625
Receivables from customers, officers and directors 0 166,284 166,284 0 113,872 113,872
Securities owned 358 245,055 245,413 4,808 192,962 197,770
Investments 10,935 143,649 154,584 5,193 45,416 50,609
Premises and equipment 19,506 23,322 42,828 8,442 22,429 30,871
Other assets 28,648 57,508 80,304 17,588 53,519 66,091
---------- ---------- ---------- ---------- ---------- -----------
$ 113,641 $1,994,684 $2,099,542 $ 82,798 $1,493,117 $1,568,087
========== ========== ========== ========== ========== ===========
LIABILITIES AND
STOCKHOLDERS' EQUITY
Payable to brokers and dealers $ 0 $ 981,705 $ 981,705 $ 0 $ 805,713 $ 805,713
Payable to customers 0 202,255 202,255 0 170,384 170,384
Securities sold, not yet purchased 3 188,700 188,703 1,226 123,089 124,315
Accrued expenses and other liabilities 19,875 307,166 318,258 14,479 200,630 207,281
---------- ---------- ---------- ---------- ---------- -----------
19,878 1,679,826 1,690,921 15,705 1,299,816 1,307,693
Long-term debt 0 149,290 149,290 0 52,987 52,987
Minority interest 16,575 0 16,575 11,962 0 11,962
---------- ---------- ---------- ---------- ---------- -----------
36,453 1,829,116 1,856,786 27,667 1,352,803 1,372,642
Stockholders' equity 77,188 165,568 242,756 55,131 140,314 195,445
---------- ---------- ---------- ---------- ---------- -----------
$ 113,641 $1,994,684 $2,099,542 $ 82,798 $1,493,117 $1,568,087
========== ========== ========== ========== ========== ===========
</TABLE>
(a) Each company's financial statements, which are shown here on a stand alone
basis, include intercompany balances which would eliminate in
consolidation. As a result, the sum of the two companies may not total the
consolidated Jefferies Group, Inc. balance shown.
[JEFFERIES GROUP, INC. LOGO]
<PAGE> 11
APPENDIX B
================================================================================
JEFFERIES GROUP INC. HISTORICAL CONSOLIDATING STATEMENTS OF EARNINGS
The following table represents the results of operations of Jefferies Group,
Inc. broken down between its core brokerage and banking business - "JEFCO" - and
its approximately 82% ownership interest of ITGI.
<TABLE>
<CAPTION>
(DOLLARS IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
FOR THE YEAR ENDED FOR THE YEAR ENDED FOR THE YEAR ENDED
DECEMBER 31, 1997 DECEMBER 31, 1996 DECEMBER 31, 1995
--------------------------------- --------------------------------- -------------------------------
JEFFERIES JEFFERIES JEFFERIES
ITGI(a) JEFCO(a) GROUP, INC. ITGI(a) JEFCO(a) GROUP, INC. ITGI(a) JEFCO(a) GROUP, INC.
-------- -------- ----------- -------- -------- ----------- -------- -------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Total revenues $137,042 $630,842 $ 764,504 $111,556 $407,023 $ 516,626 $ 72,381 $334,282 $ 405,587
Interest expense 146 61,314 61,466 223 37,840 37,852 53 54,343 54,365
-------- -------- ----------- -------- -------- ---------- -------- -------- --------
Revenues, net of interest
expense 136,896 569,528 703,038 111,333 369,183 478,774 72,328 279,939 351,222
Total non-interest expenses 89,636 500,838 587,088 70,332 326,997 395,587 47,440 251,589 297,984
-------- -------- ----------- -------- -------- ---------- -------- -------- --------
Earnings before income taxes
and minority interest 47,260 68,690 115,950 41,001 42,186 83,187 24,888 28,350 53,238
Income taxes 20,343 27,334 47,677 17,666 17,772 35,438 9,983 11,928 21,911
-------- -------- ----------- -------- -------- ---------- -------- -------- --------
Earnings before minority
interest 26,917 41,356 68,273 23,335 24,414 47,749 14,905 16,422 31,327
Minority interest 4,706 -- 4,706 4,189 -- 4,189 2,798 -- 2,798
-------- -------- ----------- -------- -------- ---------- -------- -------- --------
Net earnings $ 22,211 $ 41,356 $ 63,567 $ 19,146 $ 24,414 $ 43,560 $ 12,107 $ 16,422 $ 28,529
Earnings Per Share
Basic Earnings(b) $ 1.03 $ 1.92 $ 2.95 $ 0.84 $ 1.06 $ 1.90 $ 0.52 $ 0.71 $ 1.23
Diluted Earnings(b) $ 0.95 $ 1.85 $ 2.80 $ 0.80 $ 1.04 $ 1.84 $ 0.50 $ 0.69 $ 1.19
</TABLE>
(a) Each company's financial statements, which are shown here on a stand alone
basis, include intercompany balances which would eliminate in
consolidation. As a result, the sum of the two companies may not total the
consolidated Jefferies Group, Inc. balance shown.
(b) For ITGI and JEFCO, the earnings per share represent the contribution to
consolidated Jefferies Group, Inc. earnings per share for basic and
diluted.
[JEFFERIES GROUP, INC. LOGO]
