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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K/A
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934.
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934.
FOR THE TRANSITION PERIOD FROM ____________ TO ____________
COMMISSION FILE NUMBER: 1-11665
JEFFERIES GROUP, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE 95-2848406
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
11100 SANTA MONICA BOULEVARD, 11TH FLOOR 90025
LOS ANGELES, CALIFORNIA (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
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REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:
(310) 445-1199
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
COMMON STOCK, $.01 PAR VALUE (TITLE OF CLASS)
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K, or any amendment to
this Form 10-K. [ ]
State the aggregate market value of the common stock held by nonaffiliates
of the registrant. $809,846,676 as of March 8, 1999.
Indicate the number of shares outstanding of the registrant's class of
common stock, as of the latest practical date. 23,961,913 shares as of the close
of business March 8, 1999.
DOCUMENTS INCORPORATED BY REFERENCE
See list on following page.
LOCATION OF EXHIBIT INDEX
The index of exhibits is contained in Part IV herein on page 54.
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Jefferies Group, Inc. hereby amends Item 14(a)3 of its annual report
on Form 10-K for 1998 by deleting current Exhibit 3.1 in its entirety and
substituting new Exhibit 3.1 as follows:
(3.1) Amended and Restated Certificate of Incorporation
of Jefferies Group, Inc.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
JEFFERIES GROUP, INC.
By: /s/ JERRY M. GLUCK
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Jerry M. Gluck
Secretary
Dated: March 26, 1999
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EXHIBIT 3.1
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
JEFFERIES GROUP, INC.
1. The name of the Corporation is:
JEFFERIES GROUP, INC.
2. The address of its registered office in the State of Delaware is
Corporation Trust Center, 1209 Orange Street, in the City of Wilmington,
County of New Castle. The name of its registered agent at such address is
The Corporation Trust Company.
3. The nature of the business or purposes to be conducted or promoted is to
engage in any lawful act or activity for which corporations may be
organized under the General Corporation Law of Delaware.
4. The total number of shares of stock which the Corporation shall have
authority to issue is one hundred one million (101,000,000), of which stock
one hundred million (100,000,000) shares of the par value of One Cent
($.01) each, amounting in the aggregate to One Million Dollars
($1,000,000), shall be Common Stock and of which one million (1,000,000)
shares of the par value of One Cent ($.01) each, amounting in the aggregate
to Ten Thousand Dollars ($10,000) shall be preferred stock. The designation
and the powers, preferences and rights, and the qualifications, limitations
or restrictions shall be determined by the Board of Directors.
5. The Board of Directors is authorized to make, alter or repeal the By-Laws
of the Corporation. Election of Directors need not be by ballot.
6. The name and mailing address of the incorporator is:
W. J. Reif
100 West Tenth Street
Wilmington, Delaware 19801
7. A director of the Corporation shall not be personally liable to the
Corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability (i) for any breach of
the director's duty of loyalty to the Corporation or its stockholders, (ii)
for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Section 174 of the
Delaware General Corporation Law, or (iv) for any transaction from which
the director derived an improper personal benefit. If the Delaware General
Corporation Law is hereinafter amended to permit a corporation to further
eliminate or limit the liability of a director of a corporation, then the
liability of a director of the Corporation, in addition to the
circumstances in which a director is not personally
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liable as set forth in the preceding sentence, shall be further eliminated
or limited to the fullest extent permitted by the Delaware General
Corporation Law as so amended. Any Amendment, repeal, or modification of
this Article 7 shall not adversely affect any right or protection of a
director of the Corporation for any act or omission occurring prior to the
date when such amendment, repeal, or modification became effective.
8. The Corporation reserves the right to amend, alter, change or repeal any
provision contained in this Certificate of Incorporation, in the manner now
or hereafter prescribed by statute, and all rights conferred upon
stockholders are granted subject to this reservation.
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