JONES FINANCIAL COMPANIES LP LLP
S-8 POS, 1998-09-01
SECURITY BROKERS, DEALERS & FLOTATION COMPANIES
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As Filed with the Securities and Exchange Commission on September 1, 1998


                                                   Registration No. 333-55729
- --------------------------------------------------------------------------------


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                         POST-EFFECTIVE AMENDMENT NO. 1 to
                                    FORM S-8
                             REGISTRATION STATEMENT
                        Under the Securities Act of 1933
                        
                    THE JONES FINANCIAL COMPANIES, L.L.L.P.
                    ---------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)


                                    MISSOURI
                         (State or Other Jurisdiction of
                         Incorporation or Organization)

                                   43-1450818
                                (I.R.S. Employer
                              Identification Number)


                              12555 Manchester Road
                         St. Louis, Missouri 63131-3729
                    (Address of Principal Executive Offices)


                              AMENDED AND RESTATED
          1998 EMPLOYEE LIMITED PARTNERSHIP INTEREST PURCHASE PLAN OF
                    THE JONES FINANCIAL COMPANIES, L.L.L.P.
                    ---------------------------------------
                            (Full Title of the Plan)

                            Lawrence R. Sobol, Esq.
                    The Jones Financial Companies, L.L.L.P.
                             12555 Manchester Road
                         St. Louis, Missouri 63131-3729
                                 (314) 515-2000
            (Name, Address, including Zip Code and Telephone Number,
                   including Area Code, of Agent For Service)


                    Please Send Copies of Communications to:
                             Jennifer A. Auer, Esq.
                                 Bryan Cave LLP
                       One Metropolitan Square, Suite 3600
                         St. Louis, Missouri 63102-2750
                                 (314) 259-2000



- --------------------------------------------------------------------------------




<PAGE>




                              PURPOSE OF AMENDMENT

     The registrant previously registered an offering of $68,000,000 of units of
limited  partnership  interests  (the  "Interests")  which had been approved for
issuance pursuant to the Amended and Restated 1998 Employee Limited  Partnership
Interest Purchase Plan of the registrant. The Interests were offered to eligible
employees of the  registrant's  affiliate,  Edward D. Jones & Co.,  L.P. and its
subsidiaries.   The  offering  has  been  terminated,  and  consequently,   this
Post-Effective  Amendment  No. 1 is being filed to  de-register  an aggregate of
$5,754,900 of Interests which remain unsold.

                                   SIGNATURES

The Registrant

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing this post-effective amendment on Form S-8 and has
duly caused this  post-effective  amendment to its registration  statement to be
signed on its  behalf by the  undersigned,  thereunto  duly  authorized,  in the
County of St. Louis, State of Missouri, on the 31st day of August, 1998.

                                        THE JONES FINANCIAL COMPANIES, L.L.L.P.


                                        By:  /s/ John W. Bachmann
                                             -----------------------------------
                                             John W. Bachmann
                                             Managing Partner

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Post-Effective  Amendment to the Registration Statement has been signed below by
the  following  persons in the  capacities  indicated on the 31st day of August,
1998.



                                             /s/ John W. Bachmann
                                             -----------------------------------
                                             John W. Bachmann
                                             Managing Partner
                                             (Principal Executive Officer)



                                             /s/ Steven Novik
                                             -----------------------------------
                                             Steven Novik
                                             (Chief Financial Officer)




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