Piper Jaffray Companies (NYSE:PJC)
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Piper Jaffray Completes Spin-Off From U.S. Bancorp
MINNEAPOLIS, Dec. 31 /PRNewswire-FirstCall/ -- Today Piper Jaffray Companies
completed the investment firm's spin-off from U.S. Bancorp , which was announced
earlier this year. Shares of Piper Jaffray Companies common stock were
distributed to U.S. Bancorp shareholders in the form of a tax-free stock
dividend, which dividend was paid today in the amount of one one-hundredth of a
share of Piper Jaffray's common stock for each share of U.S. Bancorp common
stock held by U.S. Bancorp shareholders of record as of 5:00 p.m. EST on
December 22, 2003. U.S. Bancorp shareholders will receive cash in lieu of any
fractional shares of Piper Jaffray common stock resulting from the
distribution.
"This is a truly momentous day in our firm's 109-year history," said Andrew
Duff, chairman and chief executive officer of Piper Jaffray. "We are thrilled
to be reestablishing ourselves as an independent public company -- a company
committed to serving clients based on the guiding principles of integrity,
trust, partnership and community involvement."
Piper Jaffray is a client-focused securities firm dedicated to delivering
superior financial advice, investment products and transaction execution within
selected middle-market sectors of the financial services marketplace.
"We believe the middle-market niche presents a unique opportunity to continue to
grow a strong business platform," said Mr. Duff. "In our view, middle-market
clients no longer receive consistent attention from some securities firms that
have been acquired or have elected to target larger clients."
In completing its spin-off from U.S. Bancorp, Piper Jaffray plans to build
employee ownership over time. Mr. Duff stated that he believes providing
employees this opportunity is essential to attracting and retaining top talent,
and directly enhances the quality of client service.
"Piper Jaffray has had an extensive history of giving back to the communities in
which its employees work and live," said Mr. Duff. "We are deeply committed to
building stronger communities through collaborative philanthropy, providing
non-profits with financial support as well as our employees' time and
expertise." The firm will announce specifics of the new community involvement
program after the beginning of the New Year.
As previously announced, Mr. Duff is the chairman of the board and chief
executive officer of Piper Jaffray Companies, with Addison L. (Tad) Piper
serving as vice chairman of the firm. Other individuals named to Piper
Jaffray's board include Michael R. Francis, executive vice president, Marketing
for Target Corporation; B. Kristine Johnson, president and managing partner of
Affinity Capital Management; Samuel L. Kaplan, partner with the law firm of
Kaplan, Strangis and Kaplan, P.A.; Frank L. Sims, corporate vice president,
Transportation and Product Assurance for Cargill, Inc.; and Richard A. Zona,
chairman and chief executive officer of Zona Financial LLC.
Headquartered in Minneapolis, Piper Jaffray is a client-focused securities firm
dedicated to delivering superior financial advice, investment products and
transaction execution within selected sectors of the financial services
marketplace. The company operates through two primary revenue-generating
segments -- Capital Markets and Private Client Services. Investment Research,
an independent group reporting to the CEO, supports clients of both segments.
The firm serves corporations, government and non-profit entities, and
institutional investors on a national basis and serves the financial advisory
needs of private individuals predominantly across the western half of the United
States. The firm has over 2900 employees in 123 offices in 23 states across the
country and in London, England. For more information about Piper Jaffray, visit
us online at http://www.piperjaffray.com/ .
Forward-Looking Statements.
This press release contains forward-looking statements. Statements that are not
historical or current facts, including statements about beliefs and
expectations, are forward-looking statements. These forward-looking statements
cover, among other things, the future prospects of Piper Jaffray Companies.
Forward-looking statements involve inherent risks and uncertainties, and
important factors could cause actual results to differ materially from those
anticipated, including the following (1) following our spin-off from U.S.
Bancorp, we may experience increased costs resulting from decreased purchasing
power and size compared to that provided by our association with U.S. Bancorp
prior to the spin-off, (2) we will compete with U.S. Bancorp with respect to
clients we both serviced prior to the spin-off and may not be able to retain
these clients, (3) the continued ownership of U.S. Bancorp common stock and
options by our executive officers and some of our directors will create, or will
appear to create, conflicts of interest, (4) we have agreed to certain
restrictions to preserve the tax treatment of the spin-off, which reduce our
strategic and operating flexibility, (5) we have agreed to indemnify U.S.
Bancorp for taxes and related losses resulting from any actions we take that
cause the spin-off to fail to qualify as a tax-free transaction, (6)
developments in market and economic conditions have in the past adversely
affected, and may in the future adversely affect, our business and
profitability, (7) we may not be able to compete successfully with other
companies in the financial services industry, (8) our underwriting and
market-making activities may place our capital at risk, (9) an inability to
readily divest or transfer trading positions may result in financial losses to
our business, (10) use of derivative instruments as part of our risk management
techniques may place our capital at risk, while our risk management techniques
themselves may not fully mitigate our market risk exposure, (11) an inability to
access capital readily or on terms favorable to us could impair our ability to
fund operations and could jeopardize our financial condition, (12) our data
processing, financial and accounting systems are critical components of our
operations and the failure of those systems may disrupt our business, cause
financial loss and constrain our growth, (13) our business is subject to
extensive regulation which limits our business activities, and a significant
regulatory action against our company may have a material adverse financial
effect or cause significant reputational harm, (14) regulatory capital
requirements may adversely affect our ability to expand or maintain present
levels of our business or impair our ability to meet our financial obligations,
(15) our exposure to legal liability is significant, and could lead to
substantial damages and restrictions on our business going forward, (16) we may
suffer losses if our reputation is harmed, and (17) other factors identified in
the "Risk Factors" section and elsewhere in our Registration Statement on Form
10 and in our subsequent reports filed with the SEC. These reports are
available at our website at http://www.piperjaffray.com/ and at the SEC's
website at http://www.sec.gov/ . Forward-looking statements speak only as of
the date they are made, and we undertake no obligation to update them in light
of new information or future events.
DATASOURCE: Piper Jaffray Companies
CONTACT: Erin K. Freeman, Public Affairs and Media Relations of Piper
Jaffray, +1-415-277-1595
Web site: http://www.piperjaffray.com/