Piper Jaffray Completes Spin-Off From U.S. Bancorp
December 31 2003 - 4:01PM
PR Newswire (US)
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/
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