Obligation Jeffries & Co. 6.25% ( US472319AC60 ) en USD

Jeffries & Co.

105.36 % ▲

Etats-unis

US472319AC60 ( en USD )

6.25% par an ( paiement semestriel )

14/01/2036

Prospectus brochure de l'obligation Jefferies Group LLC US472319AC60 en USD 6.25%, échéance 14/01/2036

5 000 USD

500 000 000 USD

472319AC6

BBB ( Qualité moyenne inférieure )

Baa3 ( Qualité moyenne inférieure )

15/07/2026 ( Dans 156 jours )

Jefferies Group LLC est une société de services financiers mondiale offrant des services de banque d'investissement, de négociation et de gestion de placements à une clientèle institutionnelle et de particuliers fortunés.

L'Obligation émise par Jeffries & Co. ( Etats-unis ) , en USD, avec le code ISIN US472319AC60, paye un coupon de 6.25% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/01/2036

L'Obligation émise par Jeffries & Co. ( Etats-unis ) , en USD, avec le code ISIN US472319AC60, a été notée Baa3 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par Jeffries & Co. ( Etats-unis ) , en USD, avec le code ISIN US472319AC60, a été notée BBB ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

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424B2 1 v16248b2e424b2.htm JEFFERIES GROUP INC.
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Table of Contents
PROSPECTUS SUPPLEMENT
(To prospectus dated December 14, 2005)
Filed pursuant to Rule 424(b)(2). The filing fee for the securities offered hereby is $53,500. The fee has been
satisfied in part by applying, pursuant to Rule 457(p) under the Securities Act, $52,585 of the filing fee previously
paid with respect to the $650,000,000 aggregate initial offering price of securities that were registered pursuant to
Registration Statement No. 333-107032 and were not sold thereunder. The remaining filing fee of $915 has been paid
as of the date hereof.
$500,000,000

Jefferies Group, Inc.
6.250% SENIOR DEBENTURES DUE 2036

We will pay interest on the debentures on January 15 and July 15 of each year, beginning July 15, 2006. The
debentures will mature on January 15, 2036. We may redeem some or all of the debentures at any time at a
redemption price described in this prospectus supplement.
The debentures will be unsecured obligations and will rank equally with our other unsecured senior indebtedness.
The debentures will be issued only in registered form in denominations of $5,000 and integral multiples of $1,000 in
excess thereof.
Investing in the debentures involves risks that are described in the "Risk Factors"
section beginning on page S-6 of this prospectus supplement.

Per Senior

Debenture

Total

Public Offering Price(1)

99.306%

$
496,530,000
Underwriting Discount

0.875%

$
4,375,000
Proceeds, before expenses, to us

98.431%

$
492,155,000

(1) Plus accrued interest from January 26, 2006, if settlement occurs after that date.
Neither the Securities and Exchange Commission nor any state securities commission has approved or
disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is
truthful or complete. Any representation to the contrary is a criminal offense.
The underwriters expect to deliver the debentures in book-entry form only through The Depository Trust
Company, including for the accounts of Euroclear and Clearstream, against payment in New York, New York on
January 26, 2006.

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Joint Book-Running Managers

Jefferies & Company
Citigroup

Merrill Lynch & Co.

Banc of America Securities LLC

BNY Capital Markets, Inc.

Keefe, Bruyette & Woods

Wachovia Securities

BNP PARIBAS

HSBC

SOCIETE GENERALE

The date of this prospectus supplement is January 19, 2006.
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Table of Contents
TABLE OF CONTENTS

Page

Prospectus Supplement
Important Notice about Information in this Prospectus Supplement and the Accompanying

Prospectus

S-ii
Special Note on Forward-Looking Statements

S-ii
Prospectus Supplement Summary

S-1
Risk Factors

S-6
Use of Proceeds

S-11
Capitalization

S-12
Management's Discussion and Analysis of Financial Condition and Results of Operations

S-13
Description of Debentures

S-21
Material United States Federal Tax Considerations

S-28
Underwriting

S-34
Legal Matters

S-35
Where You Can Find More Information

S-36
Incorporation of Certain Information by Reference

S-36
Prospectus
Where You Can Find More Information

1
Incorporation of Certain Information by Reference

1
Jefferies Group, Inc.

2
Description of Securities We May Offer

2

Debt Securities

2

Warrants

10

Preferred Stock

13

Depositary Shares

15

Purchase Contracts

17

Units

18

Common Stock

18
Form, Exchange and Transfer

19
Book-Entry Procedures and Settlement

20
Ratio of Earnings to Fixed Charges

22
Use of Proceeds

22
Plan of Distribution

22
Market-Making Resales by Affiliates

23
Certain ERISA Considerations

23
Legal Matters

24
Experts

24

You should rely only on the information contained in or incorporated by reference in this prospectus
supplement and the accompanying prospectus. We have not authorized anyone to provide you with different
information. We are not making an offer of these securities in any state where the offer is not permitted. You
should not assume that the information contained in this prospectus supplement or the accompanying
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prospectus is accurate as of any date later than the date on the front of this prospectus supplement.
S-i
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IMPORTANT NOTICE ABOUT INFORMATION IN THIS PROSPECTUS
SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS
This document is in two parts. The first part is the prospectus supplement, which describes the specific terms of
the debentures being offered. The second part, the base prospectus, gives more general information, some of which
may not apply to the debentures being offered. Generally, when we refer only to the prospectus, we are referring to
both parts combined, and when we refer to the accompanying prospectus, we are referring to the base prospectus.
If the description of debentures varies between the prospectus supplement and the accompanying prospectus, you
should rely on the information in the prospectus supplement.
SPECIAL NOTE ON FORWARD-LOOKING STATEMENTS
This prospectus supplement and the accompanying prospectus contain or incorporate by reference "forward-
looking statements" within the meaning of the safe harbor provisions of Section 27A of the Securities Act of 1933
and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements include statements about our
future and statements that are not historical facts. These forward-looking statements are usually preceded by the
words "believe," "intend," "may," "will," or similar expressions. Forward-looking statements may contain
expectations regarding revenues, earnings, operations and other financial projections, and may include statements of
future performance, plans and objectives. Forward-looking statements also include statements pertaining to our
strategies for future development of our business and products. Forward-looking statements represent only our belief
regarding future events, many of which by their nature are inherently uncertain and outside of our control. It is
possible that the actual results may differ materially from the anticipated results indicated in these forward-looking
statements. Information regarding important factors that could cause actual results to differ from those in our forward-
looking statements is contained in this prospectus supplement and the accompanying prospectus and other documents
we file with the SEC. You should read and interpret any forward-looking statement together with these documents,
including the following:

· the risk factors contained in this prospectus supplement under the caption "Risk Factors;"

· our most recent annual report on Form 10-K, including the notes to the consolidated financial statements and the
sections entitled "Business" and "Management's Discussion and Analysis of Financial Condition and Results of
Operations;"

· our quarterly reports on Form 10-Q; and

· cautionary statements we make in our public documents, reports and announcements.
Any forward-looking statement speaks only as of the date on which that statement is made. We will not update
any forward-looking statement to reflect events or circumstances that occur after the date on which the statement is
made.
S-ii
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Table of Contents
PROSPECTUS SUPPLEMENT SUMMARY
In this prospectus supplement, we refer to our subsidiaries Jefferies & Company, Inc. as JEFCO,
Jefferies Asset Management, LLC as JAM, Jefferies Execution Services, Inc. as Jefferies Execution,
Jefferies Financial Products LLC as JFP and Jefferies International Limited as JIL.
The Company
We are a full-service investment bank and institutional securities firm focused on growing and mid-sized
companies and their investors. We offer capital raising, mergers and acquisitions, restructuring and other
financial advisory services to small and mid-sized companies and provide trade execution in equity, high yield,
investment grade fixed income, convertible and international securities, as well as fundamental research and
asset management capabilities, to institutional investors. We also offer correspondent clearing, prime brokerage,
private client and securities lending services.
We conduct our operations through our subsidiaries. JEFCO, our primary operating subsidiary, provides
investment banking services, sales and trading, research, asset management, correspondent clearing, prime
brokerage, private client services and securities lending services. JIL provides, primarily in Europe, investment
banking, sales and trading, research and investment management services. Jefferies Execution offers execution
services for stocks and options. JAM acts as investment manager to various private investment funds. JFP offers
derivatives services.
Our businesses are comprised of the following divisions and units:

· equities;

· high yield;

· convertible securities;

· execution services;

· investment grade fixed income trading;

· investment banking;

· asset management;

· securities lending; and

· research.
We maintain offices throughout the world. Our principal executive offices are located at 520 Madison
Avenue, 12th Floor, New York, New York 10022, and our telephone number there is (212) 284-2550.
Recent Developments
On January 18, 2006, we announced our financial results for the fourth quarter and the year ended
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December 31, 2005.
For the fourth quarter ended December 31, 2005:

· Total revenues rose 33% to $431.7 million, versus $325.3 million for the fourth quarter of 2004.

· Earnings before income taxes and minority interest increased 40% to $78.4 million, compared to
$56.1 million for the fourth quarter of 2004.

· Net earnings grew 32% to $46.7 million, compared to $35.4 million for the fourth quarter of 2004.
S-1
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For the year ended December 31, 2005:

· Total revenues rose 25% to $1.5 billion, versus $1.2 billion for 2004.

· Earnings before income taxes and minority interest increased 18% to $268.4 million, compared to
$227.0 million for 2004.

· Net earnings were up 20% to $157.4 million, compared to $131.4 million for 2004.
On January 18, 2006, we announced that Massachusetts Mutual Life Insurance Company, or MassMutual,
had agreed, subject to final documentation and conditions to closing, to purchase in a private placement
$125 million of our Series A Cumulative Convertible Preferred Stock. The terms of the Series A Cumulative
Convertible Preferred Stock will include a 3.25% annual, cumulative cash dividend and are convertible into our
common stock at a conversion price of $62 per share. If not converted, the Series A Cumulative Convertible
Preferred Stock will be callable after 10 years and will mature in 2036. The Series A Cumulative Convertible
Preferred Stock, if it is issued, will be subordinate to the debentures.
We also announced that we and MassMutual had reached an agreement in principle to double our equity
commitments to Jefferies Babson Finance LLC, the joint venture we and MassMutual formed in October 2004.
With an incremental $125 million from each partner, the new total committed equity capitalization of the joint
venture will be $500 million.
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Table of Contents
The Offering
The following summary contains basic information about the debentures. It does not contain all the
information that is important to you. For a more complete understanding of the debentures, please refer to the
section of this prospectus supplement entitled "Description of Debentures."
Issuer
Jefferies Group, Inc.

Debentures Offered
$500,000,000 aggregate principal amount of 6.250% Senior Debentures due
2036.

Maturity
January 15, 2036.

Interest Payment Dates
January 15 and July 15 of each year, commencing July 15, 2006.

Ranking
The debentures will be our senior unsecured obligations and will rank equally
in right of payment with all of our other senior unsecured indebtedness.

Optional Redemption
We may redeem some or all of the debentures at any time prior to maturity at
the redemption prices described in this prospectus supplement. See
"Description of Debentures -- Optional Redemption."

Covenants
The indenture governing the debentures contains certain covenants. See
"Description of Debentures -- Covenants."

Use of Proceeds
We expect to use the net proceeds of this offering for general corporate
purposes, including specifically, the further development of our businesses. See
"Use of Proceeds."
S-3
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Document Outline

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