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): October 26, 2009
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))
TABLE OF CONTENTS
Item 1.01. Entry into a Material Definitive Agreement.
On October 26, 2009, Jefferies Group, Inc. (the “Company”) and The Bank of New York Mellon, as
trustee (the “Trustee”) entered into the First Supplemental Indenture to the Indenture (Convertible
Securities) dated October 26, 2009 between the Company and the Trustee (the “First Supplemental
Indenture”) which establishes the terms of the Company’s 3.875% Convertible Senior Debentures due
2029 in the aggregate principal amount of $345,000,000 (the “Debentures”).
The Debentures are the senior and unsecured obligations of the Company and rank equally with
all of the Company’s existing and future indebtedness. The Company will pay interest on the
Debentures in cash semi-annually in arrears on May 1 and November 1 of each year, beginning May 1,
2010. In addition to ordinary interest on the Debentures, beginning with the semi-annual interest
period commencing on November 1, 2017, contingent interest will accrue during any semi-annual
interest period in which the average trading price of a Debenture for the five trading days ending
on the third trading day immediately preceding the first day of the relevant semi-annual period is
equal to or greater than $1,200 per $1,000 principal amount of the Debentures. The Debentures will
mature on November 1, 2029, unless earlier redeemed, repurchased or converted.
Holders of the Debentures may convert the Debentures at their option at any time beginning on
August 1, 2029, and ending at the close of business on the second business day immediately
preceding November 1, 2029. In addition, holders may also convert the Debentures at their option
under the following circumstances: (i) during any fiscal quarter if the last reported sale price of
the Company’s common stock for at least 20 trading days in the period of 30 consecutive trading
days ending on the last trading day of the immediately preceding fiscal quarter is greater than or
equal to 130% of the conversion price; (ii) during any five business-day period after any ten
consecutive trading-day period in which the trading price per Debenture was less than 95% of the
product of the last reported sale price of the Company’s common stock and the conversion rate on
such day; (iii) if the Debentures have been called for redemption; or (iv) upon the occurrence of
specified corporate transactions.
Upon conversion, holders will receive, at the Company’s election, cash, shares of the
Company’s common stock or a combination thereof. The initial conversion rate is 25.5076 shares of
the Company’s common stock per $1,000 principal amount of Debentures (equivalent to a conversion
price of approximately $39.20 per share of the Company’s common stock).
The Company may not redeem the Debentures prior to November 1, 2012. The Company may redeem
for cash at par some or all of the Debentures at any time, and from time to time, on or after
November 1, 2012 and prior to November 1, 2017 if the last reported sale price of the Company’s
common stock for at least 20 trading days in the period of 30 consecutive trading days ending on
the last trading day prior to the date the Company provides the notice of redemption is greater
than or equal to 130% of the conversion price in effect on each such trading day. On or after
November 1, 2017, the Company may redeem for cash at par some or all of the Debentures at its
election.
Holders may require the Company to repurchase in cash all or a portion of their Debentures on
November 1, 2017, 2019 and 2024 at 100% of the principal amount of the Debentures, plus accrued and
unpaid interest.
The foregoing description of the First Supplemental Indenture and the Debentures does not
purport to be complete and is qualified in its entirety by reference to the text of the First
Supplemental Indenture, a copy of which is filed as Exhibit 4.1 hereto and is incorporated by
reference herein.
Item 9.01. Financial Statements and Exhibits
The following exhibits are filed with this report:
| |
|
|
| Exhibit No. |
|
Description |
| |
Exhibit 4.1
|
|
First Supplemental Indenture, dated as of October 26, 2009, to
Indenture (Convertible Securities), dated as of October 26,
2009, by and between Jefferies Group, Inc. and The Bank of New
York Mellon, as Trustee |