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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 17)1
Jefferies Group, Inc.
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(Name of Issuer)
Common Stock, par value $0.0001
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(Title of Class of Securities)
472319102
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(CUSIP Number)
December 31, 2004
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
|X| Rule 13d-1(b)
|_| Rule 13d-1(c)
|_| Rule 13d-1(d)
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1 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 the disclosures provided in a prior cover page.
The information required in 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 1 of 7
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CUSIP No. 472319102 13G Page 2 of 7 Pages
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1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Jefferies Group, Inc. Employee Stock Ownership Plan (the "ESOP"), Plan
Administrator of the ESOP (the "Administrator"), and the ESOP Trust.
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) |_|
(b) |_|
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3.
SEC Use Only
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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.
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Number of Shares 5. Sole Voting Power
Beneficially
Owned by Each 3,831 shares of common stock at
Reporting Person December 31, 2004
With --------------------------------------
6. Shared Voting Power
0 shares of common stock at
December 31, 2004
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7. Sole Dispositive Power
3,831 shares of common stock at
December 31, 2004
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8. Shared Dispositive Power
6,362,176 shares of common stock
at December 31, 2004
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9. Aggregate Amount Beneficially Owned by Each Reporting Person
6,366,007 shares of common stock at December 31, 2004
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
|_|
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11. Percent of Class Represented by Amount in Row (9)
11.1%
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12. Type of Reporting Person (See Instructions)
EP
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 472319102 13G Page 3 of 7 Pages
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Item 1.
(a) Name of Issuer:
Jefferies Group, Inc.
(b) Address of Issuer's Principal Executive Offices:
520 Madison Avenue, 12th Floor, New York, New York 10022
ITEM 2.
(a) Name of Person Filing:
Jefferies Group, Inc. Employee Stock Ownership Plan (the "ESOP");
Plan Administrator of the ESOP (the "Administrator"); and The ESOP
Trust.
(b) Address of Principal Business Office or, if none, Residence:
Jefferies & Company, Inc.
c/o Melvin W. Locke, Jr.
11100 Santa Monica Blvd., 12th Floor, Los Angeles, California 90025
(c) Citizenship:
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.
(d) Title of Class of Securities:
Common Stock, par value $.0001
(e) CUSIP Number:
472319102
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SECTIONS 240.13D-1(B) OR
240.13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A:
(a) |_| Broker or dealer registered under Section 15 of the Act (15
U.S.C. 78o);
(b) |_| Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);
(c) |_| Insurance company as defined in Section 3(a)(19) of the Act
(15 U.S.C. 78c);
(d) |_| Investment company registered under Section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8);
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CUSIP No. 472319102 13G Page 4 of 7 Pages
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(e) |_| An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E);
(f) |X| An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F);
(g) |_| A parent holding company or control person in accordance with
Rule 13d-1(b)(ii)(G);
(h) |_| A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) |_| A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3);
(j) |_| Group, in accordance with Rule13d-1(b)(1)(ii)(J).
ITEM 4. OWNERSHIP.
The following sets forth beneficial ownership information at December 31,
2004:
(a) Amount beneficially owned: 6,366,007
(b) Percent of class: 11.1%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 3,831
(ii) Shared power to vote or direct the vote: 0
(iii) Sole power to dispose or direct the disposition of: 3,831
(iv) Shared power to dispose or direct the disposition of:
6,362,176
At December 31, 2004, a total of 6,366,007 shares of common stock of
Jefferies Group, Inc. (the "Company") were held in the ESOP Trust, of which
6,362,176 shares were allocated to the accounts of participants.
The Plan Administrator is a committee of at least 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.
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CUSIP No. 472319102 13G Page 5 of 7 Pages
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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 unallocated
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 December 31, 2004, 6,362,176 shares of common stock held in
the ESOP Trust were allocated to the accounts of ESOP participants, and 3,831
shares of common stock held in the ESOP Trust were held in an unallocated
account for future use.
The current members of the committee acting as Plan Administrator are:
Richard B. Handler, Chief Executive Officer and a Director of the Company; John
C. Shaw, Jr., President, Chief Operating Officer and a Director of the Company;
Joseph A. Schenk, Executive Vice President and Chief Financial Officer of the
Company; and Melvin W. Locke, Jr., Director of People Services of Jefferies &
Company, Inc. (a wholly owned subsidiary 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, 2004, Mr. Handler beneficially owned, in his individual
capacity, 4,499,176 shares of common stock, representing approximately 7.5% of
the outstanding class of common stock at that date. The number of shares
beneficially owned by Mr. Handler includes approximately 52,988 shares allocated
to his account under the ESOP (as to which shares he has sole voting power and
no dispositive power). Except as otherwise indicated in the preceding sentence,
and except for 20 shares held in an account for the benefit of Mr. Handler's
child (as to which shares he has shared voting and dispositive power), Mr.
Handler has sole voting and sole dispositive power over the shares beneficially
owned by him at December 31, 2004.
At December 31, 2004, Mr. Shaw beneficially owned, in his individual
capacity, 1,388,033 shares of common stock, representing approximately 2.4% of
the outstanding class of common stock at that date. The number of shares
beneficially owned by Mr. Shaw includes approximately 134,514 shares allocated
to his account under the ESOP (as to which shares he has sole voting power and
no dispositive power). Except as otherwise indicated in the preceding sentence,
Mr. Shaw has sole voting and sole dispositive power over the shares beneficially
owned by him at December 31, 2004.
At December 31, 2004, Mr. Schenk beneficially owned, in his individual
capacity, 229,456 shares of common stock, representing approximately 0.4% of the
outstanding class of common stock at that date. The number of shares
beneficially owned by Mr. Schenk includes approximately 1,568 shares allocated
to his account under the ESOP (as to which shares he has sole voting power and
no dispositive power). Except as otherwise indicated in the preceding sentence,
and except for 60 shares held in accounts for the benefit of Mr. Schenk's
children (as to which shares he has shared voting and dispositive power), Mr.
Schenk has sole voting and sole dispositive power over the shares beneficially
owned by him at December 31, 2004.
At December 31, 2004, Mr. Locke beneficially owned, in his individual
capacity, 102,779 shares of common stock, representing approximately 0.2% of the
outstanding class of common stock at that date. The number of shares
beneficially owned by Mr. Locke includes approximately 57,638 shares allocated
to his account under the ESOP (as to which shares he has sole voting power and
no dispositive power). 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, 2004.
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CUSIP No. 472319102 13G Page 6 of 7 Pages
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ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
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 OR CONTROL
PERSON.
Not Applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF A GROUP.
Not Applicable.
ITEM 9. NOTICE OF DISSOLUTION OF A GROUP.
Not Applicable.
ITEM 10. CERTIFICATION.
By signing below I certify that to the best of my knowledge and belief,
the securities referred to above were acquired and are held in the
ordinary course of business and were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of
the issuer of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having that purpose
or effect.
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CUSIP No. 472319102 13G Page 7 of 7 Pages
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SIGNATURE
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 4, 2005
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.