SEC 1746 (12-91)
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SCHEDULE 13D
Under the Securities Exchange Act
of 1934
(Amendment No. 10)*
Piper Jaffray Companies Inc.
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(Name of Issuer)
Common Stock, par value $1.00 per
share
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(Title of Class of Securities)
724081 10 4
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(CUSIP Number)
Piper Trust Company, 222 South North Street, P.O. Box 28,
Minneapolis, Minnesota 55402
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
January 29, 1996
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(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box |_|.
Check the following box if a fee is being paid with this statement |_|. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
SEC 1746 (12-91)
SCHEDULE 13D
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CUSIP No. 724081 10 4
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1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Piper Jaffray Companies ESOP (formerly entitled: Piper Jaffray ESOT)
(the "Trust") I.R.S. No. 41-6046143
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
SC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Each Retirement Plan Committee Member is a Citizen of the United States
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7 SOLE VOTING POWER
NUMBER OF None.
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SHARES 8 SHARED VOTING POWER
BENEFICIALLY 7,523,670
OWNED BY
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON None.
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WITH 10 SHARED DISPOSITIVE POWER
7,523,670
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,523,670
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*|_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
42.8%
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14 TYPE OF REPORTING PERSON*
EP
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
<PAGE>
SEC 1746 (12-91)
PIPER JAFFRAY COMPANIES ESOP
Statement Pursuant to Section 13(d)(1) of
the Securities Exchange Act of 1934
Item 1. Security and Issuer
This Statement relates to the common stock, par value $1 per share, of
Piper Jaffray Companies Inc., a Delaware corporation (the "Issuer"), Piper
Jaffray Tower, 222 South Ninth Street, Minneapolis, Minnesota 55402.
Item 2. Identity and Background
The person filing this Statement is the Piper Jaffray Companies ESOP
(formerly entitled: Piper Jaffray ESOT), Piper Jaffray Tower, 222 South Ninth
Street, Minneapolis, Minnesota 55402.
In July 1988, the Board of Directors of Piper Jaffray Companies Inc. (the
"Board") approved amendments effective October 1, 1988, which restructured the
Company's qualified profit sharing plan (formerly known as the Piper Jaffray
ESOT) into two separate qualified plans, the Piper Jaffray ESOP (the "Trust")
and the Piper Jaffray Profit Sharing Plan. The Trust is a tax-qualified employee
stock ownership trust for the benefit of salaried employees and salespersons age
21 or over of the Issuer and its subsidiaries. Officers participate in the Trust
on the same terms as all other salaried employees. Corporate contributions are
made at the discretion of the Board of Directors. As of September 30, 1989,
Piper Trust Company, a Minnesota corporation and a wholly-owned subsidiary of
the Issuer (formerly known as Piper Jaffray Trust Company), became the Trustee
of the Trust. The Retirement Plan Committee of the Trust (the "Committee")
directs the Trustee. The Committee is composed of seven individuals appointed by
the Board of Directors of Piper Jaffray Companies Inc. (collectively the
"Members", individually the "Member").
Contributions by the Issuer to the Trust, which have historically been
made on an annual basis, are allocated among eligible Trust participants in
proportion to their compensation for the applicable fiscal year. The annual ESOP
contribution is determined by the Board. Individual contributions are set as a
percent of applicable fiscal year pay, subject to all IRS limits and
discrimination testing.
Set forth below with respect to each Member of the Committee is (a) his or
her name; (b) his or her business address; (c) his or her present principal
occupation or employment and the name, principal business and (where different
from his or her business address) address of any corporation or other
organization in which such employment is conducted; and (d) the number of shares
of Common Stock of the Issuer beneficially owned by him or her and the
percentage of the total number of outstanding shares represented thereby. In
addition to the shares set forth below, as participants in the Trust, the
Members have interests in shares of the Issuer held by the Trust. No Member
presently has an interest in more than 65,165 shares of the Issuer held by the
Trust.
JOHN OTTERLEI (Committee Chairperson); (a) Piper Jaffray Tower, 222 South
Ninth Street, Minneapolis, Minnesota 55440; (b) Managing Director, Senior
Investment Banker with Piper Jaffray Inc., a Delaware corporation and a
wholly-owned subsidiary of the Issuer ("PJI"), and a securities broker-dealer,
commodities broker and investment banking firm; (c) 47,255 shares beneficially
owned (0.26%).
STEVEN J. BERGHS; (a) Piper Jaffray Tower, 222 South Ninth Street,
Minneapolis, Minnesota 55440; (b) Managing Director of PJI, Branch Manager for
the PJI Minneapolis, Minnesota sales office; (c) 26,119 shares beneficially
owned (0.14%), which includes 150 shares held in a custodial account for
Jennifer K.
Berghs, a minor child.
DANIEL F. BROTHERTON; (a) 500 - 108th Avenue Northeast,
Suite 1600, Bellevue, Washington 98009; (b) Managing Director of
PJI, Branch Manager of the PJI Bellevue, Washington sales office;
(c) 58,330 shares beneficially owned (0.32%).
GERALD E. MAGNUSON; (a) IDS Tower, 4200 IDS Center, 80 South
Eighth Street, Minneapolis, Minnesota 55402; (b) Of Counsel to
the law firm of Lindquist & Vennum; (c) no shares beneficially
owned.
JOYCE NELSON SCHUETTE; (a) Piper Jaffray Tower, 222 South Ninth Street,
Minneapolis, Minnesota 55440; (b) Managing Director of PJI, Senior Investment
Banker with PJI; (c) 19,129 shares beneficially owned (0.11%).
ADDISON L. PIPER; (a) Piper Jaffray Tower, 222 South Ninth Street,
Minneapolis, Minnesota 55440; (b) Chairman and Chief Executive Officer of the
Issuer and PJI; (c) 536,457 shares beneficially owned (3.00%).
WILLIAM REBER; (a) 18551 Parada Circle, Rio Verde, Arizona 85263; (b)
Retired; (c) no shares beneficially owned.
Neither the Trust, the Trustee nor any Member of the Committee has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) during the last five years.
Neither the Trust, the Trustee nor any Member of the Committee has, during
the last five years, been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which the Trust,
the Trustee, or any Member of the Committee is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, Federal or State securities laws or finding any violation
with respect to such laws.
Each Member of the Committee is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration
Not applicable.
Item 4. Purpose of Transaction
The purpose of the Trust is to provide an employee retirement benefit plan
that encourages employee ownership in the Issuer. The shares of common stock of
the Issuer reported herein have been acquired in the ordinary cause of business
to fund the Trust. The Trustee may also acquire additional shares of Common
Stock from time to time, in open market purchases, and may distribute such
shares of Common Stock to participants of the Trust in accordance with the Trust
Agreement for the Trust. Neither the Trust nor any Members of the Committee
presently have any plans or proposals which relate to or would result in any of
the matters enumerated in clause (a) through (j), inclusive of Item 4 of
Schedule 13D, namely, (a) the acquisition by any person of additional securities
of the Issuer, or the disposition of securities of the Issuer, except
distribution to Trust participants in accordance with the provisions of the
Trust Agreement; (b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its subsidiaries;
(c) a sale or transfer of a material amount of assets of the Issuer or any of
its subsidiaries; (d) any change in the present Board of Directors or management
of the Issuer, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board; (e) any material
change in the present capitalization or dividend policy of the Issuer; (f) any
material change in the Issuer's business or corporate structure; (g) changes in
the Issuer's charter, bylaws or instruments corresponding thereto or other
actions which may impede the acquisition or control of the Issuer by any person;
(h) causing a class of securities of the Issuer to be delisted from a national
securities exchange or to cease to be authorized to be quoted in an inter-dealer
quotation system of a registered national securities association; (i) causing a
class of equity securities of the Issuer to become eligible for termination of
registration pursuant to Section 12(g)(4) of the Securities Exchange Act of
1934, as amended; or (j) any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer
As of the date of this Amendment, the Issuer has outstanding 17,578,616
shares of Common Stock, par value $1.00 per share. The Trust presently holds
7,523,670 shares of the Issuer, representing 42.8% of the outstanding shares. As
participants in the Trust, the Members of the Committee, along with other
employees of the Issuer, have interests in shares held by the Trust. Such
interests vary from time to time, but as of the date hereof, no Member has an
interest in more than 65,165 shares of the Issuer held by the Trust.
As previously reported by Amendment No. 9 to Schedule 13D filed with the
Securities and Exchange Commission in March 1985, on March 1, 1985, the Trust
held 1,838,727 shares of the Issuer. On December 10, 1991, the Issuer effected a
two-for-one stock split distributed as a 100% stock dividend to shareholders of
record on November 26, 1991. On December 9, 1994, the Issuer effected a
two-for-one stock split distributed as a 100% stock dividend to shareholders of
record on November 23, 1993. On March 2, 1995, the Issuer contributed to the
Trust 645,787 shares of its common stock and on January 29, 1996, the Issuer
contributed to the Trust 534,188 shares of its common stock. During the period
from March 1, 1985 to January 29, 1996, the Trust also made distributions to
participants in accordance with the Trust Agreement. As a result of the
foregoing transactions, the Trust presently holds 7,523,670 shares of the
issuer.
No transactions in shares of the Issuer have been effected during the past
60 days by the Trust, any Member of the Committee or any persons who may be
deemed their associates for purposes hereof, except as set forth above.
The shares of the Issuer held by the Trust are held for the benefit of
participants in the Trust. With respect to the shares of Common Stock of the
Company held by the Trust, the participants in the Trust are authorized to
control how votes are cast by giving instructions to the Committee. Each
participant may control the voting of such shares in the proportion which the
value of that participant's benefit in the ESOP Fund bears to the total value of
all benefits therein. Any shares held in the Trust for which the Committee does
not receive timely instructions from the participants are voted in the same
proportion of yeas and nays on each issue as are cast with respect to all other
shares voted at the shareholders meeting (including shares for which
instructions have been received by the Committee and shares not held by the
Trust).
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
See Items 4 and 5 hereof for a description of the Trust Agreement relating
to the Piper Jaffray Companies ESOP.
Item 7. Material to Be Filed as Exhibits
Not applicable.
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: 3/20/96 PIPER TRUST COMPANY
By Anthony A. Lusvardi
Its Managing Director
