Obligation Jeffries & Co. 5.5% ( US472319AB87 ) en USD

Jeffries & Co.

100 % ⇌

Etas-Unis

US472319AB87 ( en USD )

5.5% par an ( paiement semestriel )

15/03/2016 - Obligation échue

Prospectus brochure de l'obligation Jefferies Group US472319AB87 en USD 5.5%, échue

1 000 USD

350 000 000 USD

472319AB8

BBB- ( Qualité moyenne inférieure )

Baa3 ( Qualité moyenne inférieure )

Jefferies Group est une banque d'investissement mondiale fournissant des services de courtage, de banque d'investissement et de gestion de placements à une clientèle institutionnelle et de particuliers fortunés.

L'Obligation émise par Jeffries & Co. ( Etas-Unis ) , en USD, avec le code ISIN US472319AB87, paye un coupon de 5.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/03/2016

L'Obligation émise par Jeffries & Co. ( Etas-Unis ) , en USD, avec le code ISIN US472319AB87, a été notée Baa3 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par Jeffries & Co. ( Etas-Unis ) , en USD, avec le code ISIN US472319AB87, a été notée BBB- ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

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FILED PURSUANT TO RULE 424(B)(2)
Table of Contents
Filed Pursuant to Rule 424b2
Registration #333-107032
PROSPECTUS SUPPLEMENT
(To prospectus dated September 12, 2003)
$350,000,000

Jefferies Group, Inc.
5.50% Senior Notes due 2016
We will pay interest on the notes on March 15 and September 15 of each year, beginning September 15,
2004. The notes will mature on March 15, 2016. We may redeem some or all of the notes at any time at a
redemption price described in this prospectus supplement.
The notes will be unsecured obligations and rank equally with our unsecured senior indebtedness. The
notes will be issued only in registered form in denominations of $1,000.
Investing in the notes involves risks that are described in the "Risk Factors" section
beginning on page S-5 of this prospectus supplement.

Per Senior Note
Total
Public offering price(1)

99.374%

$347,809,000
Underwriting discount

.675%

$
2,362,500
Proceeds, before expenses, to

Jefferies Group, Inc.
98.699%
$345,446,500
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FILED PURSUANT TO RULE 424(B)(2)

(1) Plus accrued interest from March 8, 2004, 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 notes will be ready for delivery in book-entry form only through the Depository Trust Company on or
about March 8, 2004.
Joint Lead Managers

Merrill Lynch & Co.
Jefferies & Company, Inc.
BNY Capital Markets, Inc.

Citigroup

Credit Suisse First Boston

JPMorgan

Wachovia Securities
The date of this prospectus supplement is March 3, 2004.
TABLE OF CONTENTS

Page
Prospectus Supplement
Important Notice about Information in this Prospectus

S-
Supplement and the Accompanying Prospectus
iii
Special Note on Forward-Looking Statements
S-

iii
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Prospectus Supplement Summary

S-1
Risk Factors

S-5
Use of Proceeds

S-8
Capitalization

S-8
Selected Historical Consolidated Financial Information

S-9
Management's Discussion and Analysis of Financial

S-
Condition and Results of Operations
11
Business
S-

20
Management
S-

27
Description of Notes
S-

29
Underwriting
S-

32
Legal Matters
S-

34
Prospectus
Prospectus Summary

2
Where You Can Find More Information

5
Use of Proceeds

6
Ratios of Earnings to Fixed Charges and of Earnings to

Combined Fixed Charges
6
Description of Debt Securities

7
Description of Warrants

14
Description of Preferred Stock

17
Description of Depositary Shares

19
Description of Common Stock

22
Form, Exchange and Transfer

23
Book-Entry Procedures and Settlement

24
United States Federal Income Tax Consequences

25
Plan of Distribution

41
ERISA Considerations

44
Legal Matters

44
Experts

44
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 prospectus
is accurate as of any date later than the date on the front of this prospectus supplement.
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S-ii
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FILED PURSUANT TO RULE 424(B)(2)
Table of Contents
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 notes being offered. The second part, the base prospectus, gives more general information, some of
which may not apply to the notes 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 notes 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, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-
looking statements may contain expectations regarding revenues, earnings, operations and other financial
projections, and may include statements of future performance, positioning, plans and objectives. These forward-
looking statements are usually preceded by the words "continue," "intends," "will," "plans," "expects,"
"anticipates," "estimates," "believes," or similar expressions. These forward-looking statements represent only
our belief regarding future events and rely on assumptions and are subject to risks, uncertainties and other factors
that could cause our actual results to differ materially from expectations. The following documents describe these
assumptions, risks, uncertainties, and other factors. You should read and interpret any forward-looking
statements together with these documents:

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

·
our most recent annual report on Form 10-K, including 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

·
our other SEC filings.
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-iii
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Table of Contents
PROSPECTUS SUPPLEMENT SUMMARY
In this prospectus supplement, we refer to our subsidiaries Jefferies & Company, Inc. as JEFCO,
Helfant Group Inc. as Helfant Group and Jefferies International Limited as JIL.
The Company
We are a full-service investment bank and institutional securities firm focused on the middle market.
We offer financial advisory, capital raising, mergers and acquisitions, and restructuring services to small and
mid-cap companies and provide trade execution in equity, high yield, convertible and international
securities, as well as research and asset management capabilities, to institutional investors. We also offer
correspondent clearing, prime brokerage, private client services and securities lending services.
On December 23, 2003, we completed our acquisition of Broadview International LLC, or
Broadview, for a combination of cash and stock. Broadview is an investment bank focused on the
information, communications and technology industries. The firm advises clients on mergers and acquisition
transactions, restructurings and strategic private placements. Broadview employs nearly 150 people,
including more than 75 investment bankers, in offices in New York, Silicon Valley, Boston and London.
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.
S-1
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Table of Contents
The Offering
The following summary contains basic information about the notes. It does not contain all the
information that is important to you. For a more complete understanding of the notes, please refer to the
section of this document entitled "Description of Notes."

Issuer
Jefferies Group, Inc.

Notes Offered
$350,000,000 aggregate principal amount of 5.50% Senior Notes due 2016.

Maturity
March 15, 2016.

Interest Payment Dates
March 15 and September 15 of each year, commencing September 15, 2004.

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

Optional Redemption
We may redeem some or all of the notes at any time prior to maturity at the
redemption prices described in this prospectus supplement.

Covenants
The indenture governing the notes contains certain covenants. See
"Description of Notes -- 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 asset
management business. See "Use of Proceeds."
S-2
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Table of Contents
Summary Consolidated Financial Information
The table below sets forth summary consolidated financial information for the periods indicated. The
information has been derived from audited financial statements for the three years ended December 31,
2003.

Year Ended December 31,
2003
2002
2001
(In thousands, except per share amounts)
Earnings Statement Data

Revenues:

Commissions

$
250,191

$ 268,984
$ 233,860

Principal transactions

316,800

235,281
273,736

Investment banking

229,608

139,828
124,099

Interest

102,403

92,027
131,408

Asset management

17,268

12,026
17,687

Other

10,446

6,630
4,201

Total revenues

926,716

754,776
784,991
Interest expense

97,102

80,087
114,709

Revenues, net of interest expense
829,614

674,689
670,282

Non-interest expenses:

Compensation and benefits

474,709

385,585
400,159

Floor brokerage and clearing fees

48,217

54,681
47,451

Technology and communications

58,581

52,216
44,583

Occupancy and equipment rental

32,534

26,156
22,916

Business development

26,481

22,973
21,349

Other

44,559

29,386
31,172

Total non-interest expenses

685,081

570,997
567,630

Earnings before income taxes and

minority interest
144,533
103,692
102,652
Income taxes

52,851

41,121
43,113

Earnings before minority interest

91,682

62,571
59,539
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Document Outline

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