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
JEFFERIES GROUP, INC.
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(Exact name of registrant as specified in its charter)
March 8, 2004
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Date of Report (Date of earliest event reported)
Delaware 1-14947 95-4719745
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(State or other juris- (Commission (I.R.S. Employer
diction of incorporation) File Number) Identification No.)
520 Madison Avenue, 12th Floor, New York, NY 10022
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(Address of principal executive offices) (Zip Code)
(212) 284-2550
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(Registrant's telephone number, including area code)
Item 5. Other Events.
On March 8, 2004, Joseph A. Schenk, Executive Vice President of
Jefferies Group, Inc., a Delaware corporation (the "Company"), and Lloyd H.
Feller, Secretary of the Company, executed an Officers' Certificate, pursuant to
Sections 2.01 and 3.01 of the Indenture, dated as of March 12, 2002, between the
Company and The Bank of New York, as Trustee, as supplemented by the First
Supplemental Indenture, dated as of July 15, 2003.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) The following exhibits are filed with this report:
Number Exhibit
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1 Officers' Certificate, dated March 8, 2004, pursuant
to Sections 2.01 and 3.01 of the Indenture, dated as
of March 12, 2002, between the Company and The Bank
of New York, as Trustee, as supplemented by the
First Supplemental Indenture, dated as of
July 15, 2003.
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.
Dated: March 11, 2004 By: /s/ Roland T. Kelly
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Roland T. Kelly
Assistant Secretary
EXHIBIT INDEX
Exhibit No. Exhibit
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1 Officers' Certificate, dated March 8, 2004, pursuant to
Sections 2.01 and 3.01 of the Indenture, dated as of
March 12, 2002, between the Company and The Bank of
New York, as Trustee, as supplemented by the First
Supplemental Indenture, dated as of July 15, 2003.