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0000950129-05-008346.txt : 20050816 0000950129-05-008346.hdr.sgml : 20050816 20050816155059 ACCESSION NUMBER: 0000950129-05-008346 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050815 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050816 DATE AS OF CHANGE: 20050816 FILER: COMPANY DATA: COMPANY CONFORMED NAME: JEFFERIES GROUP INC /DE/ CENTRAL INDEX KEY: 0001084580 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 954719745 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14947 FILM NUMBER: 051030766 BUSINESS ADDRESS: STREET 1: 520 MADISON AVENUE STREET 2: 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-284-2550 MAIL ADDRESS: STREET 1: 520 MADISON AVENUE STREET 2: 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: JEF HOLDING CO INC DATE OF NAME CHANGE: 19990419 8-K 1 v11880e8vk.htm JEFFERIES GROUP, INC. e8vk

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): August 15, 2005

Jefferies Group, Inc.

(Exact name of registrant as specified in its charter)


Delaware	1-14947	95-4719745

(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)


520 Madison Ave., 12^th Floor, New York, New York		10022

(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: 212-284-2550

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement

On August 15, 2005, the Compensation Committee of the Board of Directors of Jefferies Group, Inc. approved the Total Direct Pay Program for Brian P. Friedman, an executive officer of Jefferies Group, Inc., for the second half of 2005 and for full-year 2006. A summary of the arrangement is attached hereto as Exhibit 10 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

The following exhibit is filed with this report:


Number		Exhibit
10		Summary of the Total Direct Pay Program for Brian P. Friedman.

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.


	Jefferies Group, Inc.
Date: August 16, 2005	/s/ Roland T. Kelly
	Roland T. Kelly
	Assistant Secretary

INDEX TO EXHIBITS


Exhibit No.		Description
10		Summary of the Total Direct Pay Program for Brian P. Friedman.

EX-10 2 v11880exv10.htm EXHIBIT 10 exv10

Exhibit 10

The following summarizes the second-half 2005 and full-year 2006 Total Direct Pay Program for Brian P. Friedman as approved by the Compensation Committee of the Board of Directors of Jefferies Group, Inc.:


Second-Half of 2005:
Annual Salary:		$500,000
2005 Annual Bonus Range:		$0 – $3.63 million
Equity Incentive for 2005:		73,583.5 restricted stock units granted on August 15, 2005, subject to 2006 performance criteria and vesting on August 15, 2008

Full-Year 2006:
Annual Salary:		$500,000
2006 Annual Bonus Range:		$0 – $5.5 million
Equity Incentive for 2006:		73,583.5 restricted stock units granted on August 15, 2005, subject to 2006 performance criteria and vesting on August 15, 2008.

The initial amounts of the second-half 2005 and full-year 2006 bonuses will be dependent on earnings per share for the applicable compensation period, calculated using consolidated after-tax earnings from continuing operations of Jefferies Group, Inc. All financial results will be adjusted to add back the negative effect of extraordinary transactions (e.g. mergers, acquisitions, or divestitures), if any, occurring during 2005 and 2006. Formulas for second-half 2005 were approved by the Compensation Committee for Mr. Friedman which provide for no annual bonus if minimum threshold levels of performance are not achieved, a targeted amount of annual bonus for achievement of target performance, maximum bonus if performance equals or exceeds the top performance level and an amount of bonus interpolated between set levels for performances falling between the set thresholds. Formulas for full-year 2006 have not yet been determined.

The Compensation Committee reserved the right to take into consideration additional performance measures in determining whether to reduce calculated bonus awards. However, the Compensation Committee does not have discretion to increase awards.

Amounts payable as bonuses are calculated quarterly. Quarterly bonuses may be paid up to the applicable prorated amount of the projected annual bonus based on annualized results. For second-half 2005, the calculation will be made from July 1, 2005 through the end of each of the third and fourth quarters. For full-year 2006, the calculations will be made from January 1, 2006 through the end of each calendar quarter. Quarterly bonuses are subject to a holdback of 50%, 35%, and 20% for the first, second and third quarter bonuses, respectively. The amount of the year-end bonuses will be reduced by the amounts of the quarterly bonuses previously paid during the applicable year.