<PAGE> 1
PAGE 1 OF 7 PAGES
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 11)*
JEFFERIES GROUP, INC.
---------------------
(Name of Issuer)
Common Stock, $.01 par value
----------------------------
(Title of Class of Securities)
472318 10 4
-----------
(CUSIP Number)
Check the following box if a fee is being paid with the statement [ ]. (A fee
is not required only if the filing 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 other provisions of the Act (however, see the
Notes).
<PAGE> 2
PAGE 2 OF 7 PAGES
SCHEDULE 13G
CUSIP No. 472318 10 4
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Plan Administrator, Jefferies Group, Inc. Employee Stock
Ownership Plan (the "ESOP"), the ESOP, and the Jefferies
Group, Inc. Employee Stock Ownership Plan Trust (the "ESOP
Trust")
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
The ESOP is a defined contribution plan qualified under Section 401(a) of
the Internal Revenue Code of 1986, as amended. The ESOP Trust holds the
assets of the ESOP. The assets of the ESOP Trust have a situs in, and the
ESOP and the ESOP Trust are construed, enforced, and administered
according to the laws of, the State of California.
- --------------------------------------------------------------------------------
5 SOLE VOTING POWER
NUMBER OF - 0 -
SHARES -----------------------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY
EACH - 0 -
REPORTING -----------------------------------------------------------------
PERSON 7 SOLE DISPOSITIVE POWER
WITH
- 0 -
-----------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
2,074,165 shares of Common Stock at December 31, 1998
- --------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,074,165 shares of Common Stock at December 31, 1998
- --------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.77%
- --------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
EP
- --------------------------------------------------------------------------------
* SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE> 3
PAGE 3 OF 7 PAGES
SCHEDULE 13G
ITEM 1.
(a) Name of Issuer:
Jefferies Group, Inc. (the "Company")
(b) Address of Issuer's Principal Executive Offices:
11100 Santa Monica Boulevard
10th Floor
Los Angeles, California 90025
ITEM 2.
(a) Name of Persons Filing:
Plan Administrator, Jefferies Group, Inc. Employee Stock
Ownership Plan (the "ESOP"), the ESOP, and the Jefferies
Group, Inc. Employee Stock Ownership Plan Trust (the
"ESOP Trust")
(b) Address of Principal Business Office or, if none, Residence:
c/o Jefferies Group, Inc.
11100 Santa Monica Boulevard
10th Floor
Los Angeles, California 90025
(c) Citizenship:
The ESOP is a defined contribution plan of Jefferies Group, Inc.
qualified under Section 401(a) of the Internal Revenue Code of
1986, as amended. The ESOP Trust holds the assets of the ESOP.
The assets of the ESOP Trust have a situs in, and the ESOP and
the ESOP Trust are construed, enforced, and administered
according to the laws of, the State of California.
(d) Title of Class of Securities:
Common Stock, $.01 par value ("Common Stock")
(e) CUSIP Number:
472318 10 4
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b), OR 13d-2(b),
CHECK WHETHER THE PERSON FILING IS A:
<PAGE> 4
PAGE 4 OF 7 PAGES
(a) [ ] Broker or Dealer registered under Section 15 of the Act
(b) [ ] Bank as defined in section 3(a)(6) of the Act
(c) [ ] Insurance Company as defined in section 3(a)(19) of the Act
(d) [ ] Investment Company registered under section 8 of the Investment
Company Act
(e) [ ] Investment Adviser registered under section 203 of the
Investment Advisers Act of 1940
(f) [X] Employee Benefit Plan, Pension Fund which is subject to the
provisions of the Employee Retirement Income Security Act of
1974 or Endowment Fund; see Section 240.13d-1(b)(1)(ii)(F)
(g) [ ] Parent Holding Company, in accordance with Section 240.13d-
1(b)(ii)(G) (Note: See Item 7)
(h) [ ] Group, in accordance with Section240.13d-1(b)(1)(ii)(H)
ITEM 4. OWNERSHIP
The following sets forth beneficial ownership information at December
31, 1998:
(a) Amount Beneficially Owned:
2,074,165 shares of Common Stock
(b) Percent of Class:
9.77%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
- 0 -
(ii) shared power to vote or to direct the vote:
- 0 -
(iii) sole power to dispose or to direct the disposition of:
- 0 -
<PAGE> 5
PAGE 5 OF 7 PAGES
(iv) shared power to dispose or to direct the disposition of:
2,074,165 shares of Common Stock
At December 31, 1998, a total of 2,074,165 shares of Common Stock were
held in the ESOP Trust, all of which were allocated to the accounts of
participants. All information set forth herein reflects allocations effective as
of November 30, 1998.
The Plan Administrator is a committee of three members appointed by the
Board of Directors of the Company. All acts of the Plan Administrator are by a
majority of the committee members. The Plan Administrator is the principal
fiduciary with respect to the operation and maintenance of the ESOP, with
authority to determine the timing of the purchase of shares of Common Stock.
Any securities purchased by the ESOP are purchased by Wells Fargo Bank,
the trustee of the ESOP Trust (the "ESOP Trustee"), as directed by the Plan
Administrator. The Plan Administrator, the ESOP, the ESOP Trust, and the ESOP
Trustee may be deemed to have shared dispositive power over the Common Stock
held in the ESOP Trust.
The terms of the ESOP provide for the voting rights associated with the
Common Stock held by the ESOP Trust to be passed through and exercised
exclusively by the participants in the ESOP to the extent that such securities
are allocated to ESOP participants' accounts. Any shares held in the suspense
account maintained by the ESOP Trustee prior to their allocation to the accounts
of ESOP participants are voted by the ESOP Trustee at the direction of the Plan
Administrator. As of November 30, 1998, all shares of Common Stock held in the
ESOP Trust were allocated to the accounts of ESOP participants.
The current members of the committee acting as Plan Administrator are
Frank E. Baxter, Chairman, Chief Executive Officer and a Director of the
Company, Alan D. Browning, Executive Vice President of the Company and Melvin W.
Locke, Jr., Director of Human Resources of the Company. Pursuant to Rule 13d-4,
each such member disclaims beneficial ownership of shares of Common Stock that
may be deemed to be beneficially owned by the ESOP Trust, except that each such
member does not disclaim beneficial ownership of those shares in which he has
beneficial ownership as a participant in the ESOP.
At December 31, 1998, Mr. Baxter beneficially owned, in his individual
capacity, 1,661,223 shares of Common Stock, representing approximately 7.8% of
the outstanding class of Common Stock at that date. Further information
regarding Mr. Baxter's beneficial ownership in his individual capacity is set
forth in the Schedule 13G and amendments thereto filed by Mr. Baxter.
<PAGE> 6
PAGE 6 OF 7 PAGES
At December 31, 1998, Mr. Browning beneficially owned, in his
individual capacity, 49,283 shares of Common Stock, representing approximately
.23% of the outstanding class of Common Stock at that date. The number of shares
beneficially owned by Mr. Browning includes 26,173 shares allocated to his
account under the ESOP (as to which shares he has sole voting power and no
dispositive power), and 13,493 shares allocated to his account under the
Jefferies Group, Inc. Capital Accumulation Plan for Key Employees (as to which
he has no voting power and which are subject to certain restrictions on
disposition). Except as otherwise indicated in the preceding sentence, Mr.
Browning has sole voting and sole dispositive power over the shares beneficially
owned by him at December 31, 1998.
At December 31, 1998, Mr. Locke beneficially owned, in his individual
capacity, 21,548 shares of Common Stock, representing approximately .10% of the
outstanding class of Common Stock at that date. The number of shares
beneficially owned by Mr. Locke includes 14,771 shares allocated to his account
under the ESOP (as to which shares he has sole voting power and no dispositive
power) and 5,244 shares allocated to his account under the Jefferies Group, Inc.
Capital Accumulation Plan for Key Employees (as to which he has no voting power
and which are subject to certain restrictions on disposition). Except as
otherwise indicated in the preceding sentence, Mr. Locke has sole voting and
sole dispositive power over the shares beneficially owned by him at December 31,
1998.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following o.
Not applicable.
Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON
Under the instruments governing the ESOP and the ESOP Trust, the ESOP
Trustee is empowered to receive or direct the receipt of dividends from, and the
proceeds from the sale of, all shares held in the ESOP Trust for the exclusive
benefit of the participants in the ESOP.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY
WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE
PARENT HOLDING COMPANY
Not applicable.
<PAGE> 7
PAGE 7 OF 7 PAGES
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE
GROUP
Not applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Not applicable.
ITEM 10. CERTIFICATION
By signing below the filing persons certify that, to the best of their
knowledge and belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the purpose of and do not
have the effect of changing or influencing the control of the issuer of such
securities and were not acquired in connection with or as a participant in any
transaction having such purposes or effect.
SIGNATURES
The filing of this Amendment to Schedule 13G and amendments hereto, and
the statements herein and therein, shall not be construed as an admission that
the filing person or any other person named herein is, for purposes of Section
13(d), 13(g), 16(a), or 16(b) under the Securities Exchange Act of 1934, as
amended, or for any other purpose, the beneficial owner of any of the securities
described herein or therein.
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: February 12, 1999
PLAN ADMINISTRATOR, JEFFERIES GROUP, INC. EMPLOYEE STOCK
OWNERSHIP PLAN
JEFFERIES GROUP, INC. EMPLOYEE STOCK OWNERSHIP PLAN
JEFFERIES GROUP, INC. EMPLOYEE STOCK OWNERSHIP PLAN TRUST
By: PLAN ADMINISTRATOR, JEFFERIES GROUP, INC. EMPLOYEE STOCK
OWNERSHIP PLAN
By: /s/ Melvin W. Locke, Jr.
--------------------------------------
Melvin W. Locke, Jr.
