-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LZyPZwmFwqAp/iy7geOx3Dx3IzI2E03EgsktmBBlCESJi8nKdPMHZfJY0HIJb2LU CXUABemQWOVxlCdBBQlo3Q== 0001144204-05-002109.txt : 20050124 0001144204-05-002109.hdr.sgml : 20050124 20050124170640 ACCESSION NUMBER: 0001144204-05-002109 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050121 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050124 DATE AS OF CHANGE: 20050124 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: 05545121 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 v011596.htm Unassociated Document

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): January 21, 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., 12th 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 January 21, 2005, the Compensation Committee of the Board of Directors of Jefferies Group, Inc. approved the 2005 CEO, President, CFO and General Counsel Total Direct Pay Program. A summary of the pay program is attached hereto as Exhibit 99.

Item 9.01. Financial Statements and Exhibits
 
                        The following exhibit is filed with this report:
         
  Number      Exhibit 
         
  99 Summary of the Jefferies Group, Inc. 2005 CEO, President, CFO and General Counsel Total Direct Pay Program.
 
 
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: January 24, 2005    /s/ Roland T. Kelly                            
    Roland T. Kelly   
    Assistant Secretary   
 
 
INDEX TO EXHIBITS

Exhibit No.                          Description

99 Summary of the Jefferies Group, Inc. 2005 CEO, President, CFO and General Counsel Total Direct Pay Program


  
     
 

 EX-99 2 v011596_ex99.htm Unassociated Document
Exhibit 99

The following summarizes the 2005 CEO, President, CFO and General Counsel Total Direct Pay Program as approved by the Compensation Committee of the Board of Directors of Jefferies Group, Inc. for the following executive officers:

Richard B. Handler, Chief Executive Officer:
Salary: $1 million
2005 Annual Bonus Range: $0 - $11 million
Equity Incentive for 2005: 237,318 restricted stock units awarded in August of 2004

John C. Shaw, Jr., President and Chief Operating Officer:
Salary: $1 million
2005 Annual Bonus Range: $0 - $7 million
Equity Incentive for 2005: None

Joseph A. Schenk, Executive Vice President and Chief Financial Officer:
Salary: $275,000
2005 Annual Bonus Range: $725,000 - $3,058,333
Equity Incentive for 2005: None

Lloyd H. Feller, Executive Vice President, General Counsel and Secretary
Salary: $500,000
2005 Annual Bonus Range: $400,000 - $1,100,000
Equity Incentive for 2005: None

Other than the guaranteed bonus amounts for Messrs. Schenk and Feller of $725,000 and $400,000, respectively, the initial amounts of the 2005 bonuses will be dependent on earnings per share, return on equity and pre-tax profit margin. These financial measures are to be 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. Formulas were approved by the Compensation Committee for the executives which provide for either the guaranteed minimum bonus or 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 levels and an amount of bonus interpolated between set levels for performances falling between the set thresholds.

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 from January 1 through the end of the applicable calendar quarter, less a holdback of 50%, 35%, and 20% for the first, second and third quarter bonuses, respectively. The amount of the year end 2005 bonus will be reduced by the amounts of the quarterly bonuses previously paid during the year.

 
     
 

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