-----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, Lq0noZR/8D2NyND5UI4P6b1TVQbRr+sudFbwPS9BkPrXqZ2x6orWzfZH3DqqdmdA BQ/uQW8IXP8/GKsIEQ4cMA== 0000950148-96-000426.txt : 19960327 0000950148-96-000426.hdr.sgml : 19960327 ACCESSION NUMBER: 0000950148-96-000426 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19960313 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960326 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: JEFFERIES GROUP INC CENTRAL INDEX KEY: 0000717867 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 952848406 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11665 FILM NUMBER: 96538268 BUSINESS ADDRESS: STREET 1: 11100 SANTA MONICA BLVD CITY: LOS ANGELES STATE: CA ZIP: 90025 BUSINESS PHONE: 3104451199 MAIL ADDRESS: STREET 1: 11100 SANTA MONICA BLVD STREET 2: 10TH FLR CITY: LOS ANGELES STATE: CA ZIP: 90025 8-K 1 CURRENT REPORT DATED 3/25/96 1 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------- FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: March 25, 1996 Date of Earliest Event Reported: March 13, 1996 JEFFERIES GROUP, INC. Delaware 0-11669 95-2848406 (State or Other (Commission File (IRS Employer Jurisdiction of Number) Identification Incorporation) Number) 11100 Santa Monica Boulevard, 10th Floor Los Angeles, California 90025 (Address of principal executive office) (Zip Code) Registrant's telephone number, including area code: (310) 445-1199 ================================================================================ 2 Item 5. Other Events On March 13, 1996, the Board of Directors of Jefferies Group, Inc. (the "Company") voted to redeem all outstanding Preferred Share Purchase Rights (the "Rights") originally issued on May 23, 1988, pursuant to a Stockholders Rights Plan. The Rights were redeemed for a redemption price of $.01 per Right. One Right was attached to and represented by each share of the Company's common stock. Immediately upon the action taken by the Board of Directors ordering redemption of the Rights, the Rights terminated and the holders of such Rights became entitled to receive the redemption price. Holders of the Rights on March 13, 1996 (the "Record Date") will receive the redemption price on or about March 25, 1996 (the "Payable Date"). Item 7. Financial Statements, Pro Forma Financial Information and Exhibits (a) Financial Statements: None (b) Pro Forma Financial Information: None (c) Exhibits. Reference is made to the index of Exhibits annexed hereto and made a part hereof. 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. (Registrant) March 25, 1996 By: /s/ Jerry M. Gluck - ---------------------------- ----------------------- Jerry M. Gluck Secretary 1 3 EXHIBIT INDEX ------------- Exhibit Page - ------- ---- 1. Press Release dated March 14, 1996 3 2. March 15, 1996 letter to be sent to shareholders 4 2 EX-1 2 PRESS RELEASE 1 EXHIBIT 1 [JEFFERIES GROUP LETTERHEAD] PRESS RELEASE Contact: Michael L. Klowden For Immediate Release Vice Chairman (310) 914-1177 JEFFERIES GROUP, INC. REDEEMS RIGHTS; TERMINATES 1988 STOCKHOLDER RIGHTS PLAN LOS ANGELES, MARCH 14, 1996 -- The Board of Directors of Jefferies Group, Inc. (Nasdaq: JEFG) has voted to redeem all outstanding Rights originally issued pursuant to a Stockholder Rights Plan adopted by the Company in May of 1988. The Rights were redeemed for a redemption price of $.01 per Right. Shareholders will be receiving written notice of the redemption which will state the method by which payment of the redemption price will be made. Michael L. Klowden, Jefferies Group's Vice Chairman, stated: "Our Stockholder Rights Plan was adopted almost eight years ago at a time when our stock was trading at prices significantly below the prices at which it is trading today. Our recent decision to list our shares for trading on the NYSE along with a recognition that the terms of the Plan are no longer relevant suggested to us that it would be more appropriate to redeem the Rights prior to March 15, 1996, the date on which our shares will begin trading on the NYSE." Jefferies Group is the holding company whose principal subsidiary, Jefferies & Company, Inc., conducts a securities brokerage business in equity and taxable fixed income securities, convertible bonds, options, futures and international securities for institutional clients, as well as corporate finance activities including capital raising, mergers and acquistion, advisory and restructuring services. Jefferies Group also owns approximately 80 percent of the Investment Technology Group, Inc. (Nasdaq: ITGI), which provides computerized trading systems and trading software programs to professional investors. Jefferies' offices are located in Los Angeles, New York, Short Hills, N.J., Jersey City, N.J., Chicago, Dallas, Boston, Atlanta, New Orleans, Houston, San Francisco, Stamford, CT, London, Hong Kong, Zurich and Tokyo. -- END -- 3 EX-2 3 SHAREHOLDER LETTER 1 EXHIBIT 2 [JEFFERIES GROUP, INC. LETTERHEAD] MARCH 15, 1996 Dear Jefferies Group, Inc. Shareholder: Effective March 13, 1996, your Board of Directors voted to redeem the outstanding Rights originally issued to Stockholders of Record on May 23, 1988. Stockholders of Record on March 13, 1996 are entitled to receive a redemption payment of $.01 for each Right as more fully described below. As a holder of common stock, the Rights are attached to and represented by your common stock certificate. Each share of outstanding common stock possesses one Right. On or about March 25, 1996, the Company will send the $.01 per share payment for each Stockholder of Record on March 13, 1996. YOU DO NOT NEED TO TAKE ANY ACTION TO RECEIVE THIS PAYMENT. First Chicago Trust Company of New York ("First Chicago") is the Company's Rights Agent. If you have any questions about the redemption of your Rights, you may contact me at (310) 914-1300 or First Chicago at (201) 324-1644. On behalf of the Board of Directors, Jerry M. Gluck Secretary 4 -----END PRIVACY-ENHANCED MESSAGE-----