UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended June 30, 1994 Commission file number 1-7421
PIPER JAFFRAY COMPANIES INC.
(Exact name of Registrant as specified in its charter)
Delaware 41-1233380
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Piper Jaffray Tower, 222 South 9th Street, Minneapolis, Minnesota 55402
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (612) 342-6000
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
As of June 30, 1994, 17,382,379 shares of the Registrant's common stock were
issued and outstanding.
PIPER JAFFRAY COMPANIES INC.
INDEX
Page
Number
Part I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Statements of Financial Condition 3
Consolidated Statements of Income 4
Consolidated Statements of Cash Flows 5
Notes to Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 7
Part II. OTHER INFORMATION
Item 1. Legal Proceedings 9
Item 6. Exhibits and Reports on Form 8-K 10
Signatures 11
Index of Exhibits 11
Exhibit 12
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
PIPER JAFFRAY COMPANIES INC.
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(In Thousands)
June 30, September 30,
1994 1993
(Unaudited)
ASSETS
Cash $ 15,119 $ 19,884
Receivable from other brokers and dealers 29,847 31,425
Receivable from customers 359,221 335,830
Trading securities owned, at market 94,419 77,766
Office equipment and leasehold improvements,
at cost, less accumulated depreciation of
$41,972 and $36,863, respectively 25,024 17,842
Deferred income tax asset 1,995 -
Other assets 44,808 52,399
-------- --------
$570,433 $535,146
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Short-term borrowings $124,163 $ 45,554
Checks and drafts payable 37,219 38,683
Payable to other brokers and dealers 75,389 90,393
Payable to customers 80,210 73,600
Trading securities sold but not yet
purchased, at market 17,279 18,187
Employee compensation 51,007 74,856
Federal and state income taxes 1,230 3,462
Deferred income taxes - 911
Other accounts payable and accrued expenses 14,984 31,588
-------- --------
401,481 377,234
-------- --------
Shareholders' equity:
Common stock, $1 par value; authorized
40,000,000 shares; 17,523,447 and
17,530,872 shares issued, respectively 17,523 17,531
Additional paid-in capital 7,368 6,829
Retained earnings 146,074 133,552
Less treasury stock, at cost;
141,068 shares (2,013) -
-------- --------
168,952 157,912
-------- --------
$570,433 $535,146
======== ========
See accompanying notes to consolidated financial statements.
PIPER JAFFRAY COMPANIES INC.
CONSOLIDATED STATEMENTS OF INCOME
(In Thousands, Except Per Share Amounts)
(Unaudited)
Three Months Ended Nine Months Ended
June 30, June 30,
1994 1993 1994 1993
REVENUES
Commissions $ 34,161 $ 33,513 $113,945 $ 94,055
Profits on principal
transactions 24,780 23,145 75,499 70,602
Investment banking 11,766 23,098 47,206 80,098
Asset management fees 12,180 11,583 39,006 29,292
Interest 6,252 4,977 17,440 14,290
Other income 2,691 2,600 7,755 8,609
-------- -------- -------- --------
Total revenues 91,830 98,916 300,851 296,946
EXPENSES
Employee compensation 56,512 62,443 187,605 186,321
Floor brokerage and clearance 1,822 1,668 5,611 4,874
Interest 1,944 1,052 4,763 3,715
Occupancy and equipment 7,067 6,024 20,379 17,641
Communications 3,565 2,888 10,733 8,232
Travel and promotional 3,623 2,916 11,211 9,003
Other operating expenses 9,359 6,796 24,952 18,781
-------- -------- -------- --------
Total expenses 83,892 83,787 265,254 248,567
Income before income taxes 7,938 15,129 35,597 48,379
Income taxes 3,096 6,097 13,883 19,231
-------- -------- -------- --------
Net income $ 4,842 $ 9,032 $ 21,714 $ 29,148
======== ======== ======== ========
Net income per common and
common equivalent share
(primary and fully diluted) $ .27 $ .50 $1.20 $1.64
Weighted average number of
common and common equivalent
shares outstanding 17,814 18,084 18,054 17,823
Dividends per share $.175 $.125 $.525 $.375
See accompanying notes to consolidated financial statements.
PIPER JAFFRAY COMPANIES INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands)
(Unaudited)
Nine Months Ended
June 30,
1994 1993
Operating activities:
Net income $ 21,714 $ 29,148
Adjustments to reconcile net income to net
cash used by operating activities:
Depreciation and amortization 5,109 3,858
Deferred income taxes (2,906) 240
(Increase) decrease in:
Net receivable from customers (16,781) (32,126)
Net trading securities (17,561) 47,412
Other (9,079) 3,051
Increase (decrease) in:
Net payable to other brokers and dealers (13,426) (40,933)
Checks and drafts payable (1,464) 1,310
Employee compensation (23,849) (11,696)
Federal and state income taxes payable (2,232) (1,605)
--------- ---------
Net cash used in operating activities (60,475) (1,341)
--------- ---------
Financing activities:
Increase in short-term borrowings 78,609 28,085
Net common stock issued 1,240 4,536
Treasury shares repurchased (2,722) -
Dividends paid (9,192) (6,469)
--------- ---------
Net cash provided by financing activities 67,935 26,152
--------- ---------
Net cash used for purchase of office
equipment and leasehold improvements (12,225) (6,939)
--------- ---------
(Decrease) increase in cash (4,765) 17,872
Cash at beginning of period 19,884 14,017
--------- ---------
Cash at end of period $ 15,119 $ 31,889
========= =========
Supplemental disclosure of cash flow information
Cash paid during the nine months ended for:
Interest $ 4,531 $ 3,715
Income taxes $ 19,021 $ 20,202
See accompanying notes to consolidated financial statements.
PIPER JAFFRAY COMPANIES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Nine Months Ended June 30, 1994
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accompanying consolidated financial statements of Piper Jaffray Companies
Inc. and its subsidiaries ("the Company") have been prepared in conformity with
generally accepted accounting principles and should be read in conjunction with
the Company' s Annual Report for the year ended September 30, 1993. The results
of operations for the nine months ended June 30, 1994, are not necessarily
indicative of the results to be expected for the year ending September 30,
1994.
The consolidated statement of financial condition as of June 30, 1994 and the
other consolidated financial information for the periods ended June 30, 1994
and 1993, is unaudited, but management of the Company believes that all
adjustments (consisting only of normal recurring accruals) necessary for a fair
statement of the results of operations for the periods have been included.
Net income per common and common equivalent share is calculated by dividing net
income by the weighted average number of common shares and common share
equivalents outstanding, which includes the dilutive effect of all outstanding
stock options.
All share and per share amounts have been restated to reflect the two-for-one
stock split declared November 9, 1993.
2. NET CAPITAL REQUIREMENTS
At June 30, 1994, the Company's broker-dealer subsidiary's net capital under
applicable regulations was $79,407,000 or 22% of aggregate debit balances and
$72,054,000 in excess of the minimum required net capital.
3. CONTINGENCIES
See Part II, Item 1. "Legal Proceedings".
4. TREASURY STOCK
During the nine months ended June 30, 1994, 183,100 shares of the Company's
common stock were repurchased by the Company pursuant to the Board of
Directors' authorizations to repurchase common stock to satisfy employee
benefit plan obligations.
Common shares authorized for repurchase - fiscal years:
1992 400,000
1994 500,000
900,000
Common shares repurchased - fiscal years:
1992 201,000
1993 0
1994 183,100
384,100
-------
Common shares available at June 30, 1994, for
repurchase pursuant to authorizations 515,900
=======
Total common shares repurchased 384,100
Treasury shares reissued - fiscal years:
1992 6,262
1993 194,738
1994 42,032
243,032
-------
Treasury shares outstanding at June 30, 1994 141,068
=======
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
This discussion should be read in conjunction with Management's Financial
Discussion contained in the Company's Annual Report for the year ended
September 30, 1993.
OPERATIONS
The Company's revenues for the nine months ended June 30, 1994 increased 1%
over the same period of fiscal year 1993 to $300.9 million. Net income for the
first nine months was $21.7 million, a decrease of 26% compared to the same
period of the prior fiscal year. Net income per share for the first nine
months was $1.20 compared to $1.64 a year earlier. Revenues for the quarter
ended June 30, 1994 were $91.8 million, a 7% decrease from the same period a
year ago, due to lower investment banking revenues, the sluggish initial public
offering market, the slow down in public finance refundings and an absence of
new proprietary fund offerings from Piper Capital Management. Net income was
$4.8 million for the quarter ended June 30, 1994, down 46% from the same period
of the prior fiscal year. Net income per share for the quarter ended June 30,
1994 was $0.27, a decrease of 46% from the same period of the prior fiscal
year.
Mutual fund commissions for the nine months ended June 30, 1994 were up $8.9
million, or 30%, as compared to the same period of the prior fiscal year.
Asset management fees for the nine months ended June 30, 1994 were up $9.7
million, or 33% from the same period of fiscal year 1993. Assets under
management by Piper Capital Management as of June 30, 1994 increased by 7% to
$12.0 billion as compared to June 30, 1993.
Employee compensation, including broker compensation and employee incentives,
decreased by $5.9 million, or 9% as compared to the third quarter of fiscal
1993, in line with revenues. Total expenses for the three months ended June
30, 1994 and for the nine months ended June 30, 1994 were flat and increased
7%, respectively, over the same periods last year. Decreased compensation in
the third quarter was offset by an increase in non-compensation expenses of
$6.0 million, or 28%. These expenses include investments the Company has made
in future growth opportunities, primarily through the addition of new employees
and the opening of new offices, which have not yet been matched by a
proportionate increase in productivity. These increases are reflected
primarily in occupancy and communications expenses. In addition, interest
expense increased 85% ($0.9 million) for the third quarter due to higher
interest rates and increased levels of bank borrowings. The increase in
other expenses i s also due to additions to various contingency accruals.
LIQUIDITY AND CAPITAL RESOURCES
The Company has a liquid balance sheet. Most of the Company's assets consist
of cash and assets readily convertible into cash. Management believes that
existing capital, funds from operations and current credit lines will be
sufficient to finance t he Company's business. The fluctuations in cash flows
from financing activities are directly related to operating activities due to
the liquid nature of the Company's balance sheet.
In the normal course of business, the Company's customer, trading and
correspondent clearance activities involve the execution, settlement and
financing of various securities transactions. These activities may expose the
Company to off-balance sheet risk in the event the other party to the
transaction is unable to fulfill its contractual obligations. The Company
utilizes financial futures contracts to a limited extent to hedge fixed income
inventories against market interest rate fluctuations. Such transactions are
subject to the same controls as all trading for the Company's own account. The
Company also enters into repurchase agreements to facilitate hedging. The
Company does not, and has no plans to, enter into interest rate swaps o r
foreign currency contracts for hedging or speculative purposes.
The Company intends to continue to repurchase shares of its common stock
periodically, as market conditions warrant, to satisfy obligations to present
and future employee benefit plans. See Note 4 to the consolidated financial
statements.
There were no material commitments for capital expenditures as of June 30,
1994.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
The Company is involved in various lawsuits or threatened lawsuits incidental
to the securities business. Some of these actions are described in more detail
below.
Institutional Government Income Portfolio
On May 9, 1994, counsel for Richard J. Rodney Jr., filed a purported class
action with the clerk of the United States District Court for the District of
Minnesota naming the Company, Piper Funds Inc. Institutional Government Income
Portfolio, Piper Capital Management Incorporated, Piper Jaffray Inc. and
certain officers thereof as defendants (the "Rodney Case"). The plaintiff
asserted claims under Sections 11, 12(2) and 15 of the Securities Act of 1933,
Section 20 and 10(b) of the Securities Ex change Act of 1934 (and Rule 10(b)-5
promulgated thereunder), the Minnesota Securities Act and Minnesota State
common law. The claims were alleged to arise out of investments by plaintiff
(and other members of the purported class) in the Institutional Government
Income Portfolio, an open-ended fund managed by Piper Capital Management (the
"Fund"), and the defendants' alleged use of false and misleading statements in
the Fund prospectuses, including the failure to properly advise investors of
the Fund's risks.
Subsequent to May 9, 1994, there have been four other purported class action
complaints filed in the District of Minnesota against the same defendants and
asserting the same claims as those set forth in the Rodney Case. By date of
July 11, 1994, counsel for all the named plaintiffs in the five suits filed a
Consolidated (and Amended) Class Action Complaint relating to all the actions
(the "Amended Complaint"). The Amended Complaint asserts claims for all
investors in the Fund during the period from July 1, 1991 through May 9, 1994,
and claims that the Fund lost 24.6% of its value during the period from January
1, 1994 to May 6, 1994. The Amended Complaint asserts the same legal claims as
those in the Rodney Case and adds an additional claim under the Investment
Company Act of 1940. The Amended Complaint does not specify an amount of
damages sought and it is not presently possible to quantify the amount of
damages to which plaintiffs claim to be entitled.
The Company has not answered the Amended Complaint but intends to defend the
action vigorously, including moving for dismissal of the action at an early
stage. It is impossible to predict the outcome of the outstanding litigation,
and at the present time, the effect of this litigation on the consolidated
financial statements cannot be determined.
Bonneville Pacific Corporation
Piper Jaffray has been named as one of many defendants in two lawsuits
separately filed in the United States District Court for the District of Utah
resulting from Piper Jaffray's dealings with Bonneville Pacific Corporation
("BPCO"). Other defendants include BPCO's attorneys, accountants, lenders and
other investment bankers. BPCO is currently in Chapter 11 reorganization
proceedings in Utah.
The plaintiffs in the first-filed lawsuit originally brought their complaint as
a purported class action relating to the $63.25 million offering of convertible
subordinated debentures of BPCO in August 1989, for which Piper Jaffray was a
co-managing underwriter in a syndicate led by Kidder, Peabody & Co. and
secondary trading in BPCO's Common Stock from August 1989 through the inception
of BPCO's bankruptcy proceeding in January 1992. The plaintiffs in their
complaint alleged violations of federal and state securities laws, common law
fraud and negligent misrepresentation. On March 14, 1994, the plaintiffs filed
a motion to amend their complaint seeking leave to add additional parties and
claims. The proposed amended complaint seeks to add claims under the Racketeer
Influenced and Corrupt Organizations Act ("RICO") and to expand the class
period, under a common law fraud theory, to include the $22.5 million initial
public offering of BPCO's Common Stock in August 1986, for which Piper Jaffray
acted as the sole underwriter, and the $31 million secondary offering of BPCO's
Common Stock in August 1987, for which Piper Jaffray acted as co-managing
underwriter. In addition to actual damages, the proposed amended complaint
also seek s treble damages under RICO, punitive damages, interest, costs and
attorneys' fees. On April 29, 1994, motions to dismiss brought by Piper
Jaffray and the other underwriter defendants with respect to the plaintiffs'
claims of violations of Section 10(b) of the Securities Exchange Act of 1934
and Rule 10b-5 promulgated thereunder, conspiracy, aiding and abetting, common-
law fraud and negligent misrepresentation were granted. The judge in the case
certified to the Utah Supreme Court issues related to the plaintiffs' claims
under the Utah Uniform Securities Act and further denied plaintiffs' March 14,
1994 motion for leave to file an amended complaint as premature. The plaintiffs
were given leave to amend all dismissed claims except the cons piracy and
aiding and abetting claims under Section 10(b), which were dismissed with
prejudice. By date of June 14, 1994, plaintiffs served a second amended
complaint, realleging claims under Sections 11 and 15 of the Securities Act and
Section 10 of the Securities Exchange Act and Rule 10b-5 promulgated
thereunder. Plaintiffs also asserted RICO claims and claims under the Utah
Uniform Securities Act, among others. On August 2, 1994, Piper Jaffray and the
other defendants moved to dismiss the RICO, Securities Exchange Act and Utah
Uniform Securities Act claims and that motion is pending.
The second lawsuit was brought by the BPCO bankruptcy trustee. The most recent
amendment to the complaint filed on January 13, 1994 asserts conspiracy, RICO,
common law fraud, breach of fiduciary duty and similar theories arising out of
the activities of BPCO from approximately 1984 through the inception of its
bankruptcy proceeding. While creditor claims in the BPCO bankruptcy aggregate
in excess of $100 million, the amended complaint does not specify or articulate
theories of damage that would enable a quantification of the plaintiff's damage
claims at this time. The plaintiff seeks actual damages, treble damages under
RICO, punitive damages, interest, costs and attorneys' fees. Piper Jaffray and
other defendants have made a motion to dismiss the complaint which is currently
pending.
Management of the Company intends to defend both actions vigorously and
believes that it has meritorious defenses to the claims being asserted.
Although it is impossible to predict the outcome of the outstanding litigation,
in the opinion of management of the Company, after consultation with counsel,
the resolution of the lawsuits and claims related to BPCO, as well as other
various lawsuits and claims not detailed herein, will have no material adverse
effect on the consolidated financial statements.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
10.1 Piper Jaffray Companies Stock Investment Plan
(incorporated by reference to Exhibit 4.03 of the
Registrant's Form S-8 dated June 4, 1994, Commission
File No. 033-53979)
10.2 Piper Jaffray Companies Inc. 1994 Executive Performance
Bonus Plan (filed herewith)
11 Statement Re: Computation of Per Share Earnings.
(b) Reports on Form 8-K
The Company was not required to file any reports on Form 8-K to
the Securities and Exchange Commission during the quarter ended
June 30, 1994.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
PIPER JAFFRAY COMPANIES INC.
(Registrant)
Dated August 8, 1994 /s/ Charles N. Hayssen
CHARLES N. HAYSSEN
Chief Financial Officer and
Managing Director
Dated August 8, 1994 /s/ William H. Ellis
WILLIAM H. ELLIS
President and Chief
Operating Officer
PIPER JAFFRAY COMPANIES INC.
INDEX OF EXHIBITS TO QUARTERLY REPORT ON FORM 10-Q
Exhibit 10.1 Piper Jaffray Companies Stock Investment Plan
Exhibit 10.2 Piper Jaffray Companies Inc. 1994 Executive Performance Bonus
Plan
Exhibit 11 Statement Re: Computation of Per Share Earnings
Exhibit 10.2
PIPER JAFFRAY COMPANIES INC.
1994 EXECUTIVE PERFORMANCE BONUS PLAN
1. Purpose. The purpose of the Piper Jaffray Companies Inc. 1994
Executive Performance Bonus Plan (the "Plan") is to provide incentives to the
executive officers of Piper Jaffray Companies Inc. (the "Company") to produce a
superior return to the stockholders of the Company and to encourage such
executive officers to remain in the employ of the Company. Amounts paid
pursuant to the Plan are intended to qualify as performance-based compensation
within the meaning of Section 162(m) o f the Internal Revenue Code, as amended
(the "Code").
2. Definitions.
2.1 The terms defined in this section are used (and
capitalized) elsewhere in the Plan.
a. "Annual Profits" means the consolidated income
before income taxes of the Company for the Performance Period, before the
provision for incentive compensation earned pursuant to this Plan, accounting
adjustments and extraordinary items.
b. "Award" means a portion of the Award Pool
payable to a Participant as determined pursuant
to Section 4 hereof.
c. "Award Pool" means a pool specified by the
Committee, in accordance with Section 4 hereof,
out of which Awards may be made to
Participants.
d. "Board" means the Board of Directors of the
Company.
e. "Committee" means the Executive Performance
Bonus Committee of the Board, or such other
Board committee as may be designated by the
Board to administer the Plan.
f. "Effective Date" means the date specified in
Section 5.
g. "Eligible Employees" means any member of the
Company's Management Committee.
h. "Exchange Act" means the Securities Exchange
Act of 1934, as amended from time to time.
i. "Participant" means an Eligible Employee
designated by the Committee to participate in
the Plan for a designated Performance Period.
j. "Performance Period" means the Company's fiscal
year (October 1 to September 30), or such other shorter or longer period
designated by the Committee, performance during all or part of which a
Participant's entitlement to receive payment of an Award is based.
2.2 Gender and Number. Except when otherwise indicated by
context, reference to the masculine gender shall include, when used, the
feminine gender and any term used in the singular shall also include the
plural.
3. Administration.
3.1 Authority of Committee. The Committee shall administer
the Plan. The Committee's interpretation of the Plan and of any Awards made
under the Plan shall be final and binding on all persons with an interest
therein. The Committee shall have the power to establish regulations to
administer the Plan and to change such regulations.
3.2 Indemnification. To the full extent permitted by law,
(i) no member of the Committee shall be liable for any action or determination
taken or made in good faith with respect to the Plan or any Award made under
the Plan, and (ii) the members of the Committee shall be entitled to
indemnification by the Company with regard to such actions.
4. Awards.
4.1 Creation of Award Pools. Within 90 days following the
commencement of each Performance Period, the Committee shall establish an Award
Pool from which Awards may be paid to Eligible Employees in accordance with the
Plan. The amount included in the Award Pool for a particular Performance
Period shall be equal to a percentage of the Annual Profits for the Performance
Period to be determined by the Committee not to exceed 10% of the Annual
Profits.
4.2 Allocation of Award Pools. Within 90 days following
the commencement of each Performance Period, the Committee shall allocate in
writing, on behalf of each Participant, a portion of the Award Pool, if any,
to be paid for such Performance Period; provided that in no event shall the
percentage portion of the Award Pool allocated to any Participant exceed 35%
of the Award Pool.
4.3 Adjustments. The Committee is authorized at any time
during or after a Performance Period, in its sole and absolute discretion, to
reduce or eliminate the Award Pool or the portion of the Award Pool allocated
to any Participant for any reason, including changes in the position or duties
of any Participant with the Company or any subsidiary of the Company during the
Performance Period, whether due to any termination of employment (including
death, disability, retirement, or termination with or without cause) or
otherwise.
4.4 Payment of Awards.
(1) Following the completion of each Performance
Period, the Committee shall certify in writing
the amount of the Award Pool and the Awards
payable to Participants.
(2) Each Participant shall receive payment in cash
of his Award as soon as practicable following the determination in respect
thereof made pursuant to this Section 4.4. Partial payments may be made to
Participants during the course of a Performance Period in the sole discretion
of the Committee; provided that the aggregate of such partial payments may not
exceed the amount of the Award that a Participant would otherwise be entitled
to under this Section 4.
5. Effective Date of the Plan. The Plan shall become effective as
of October 1, 1994; provided that the Plan is approved and ratified by the
stockholders of the Company at a meeting thereof held no later than March 1,
1995. The Plan shall remain in effect until it has been terminated pursuant to
Section 8.
6. Right to Terminate Employment. Nothing in the Plan shall
confer upon any Participant the right to continue in the employment of the
Company or any Subsidiary or affect any right which the Company or any
Subsidiary may have to terminate the employment of a Participant with or
without cause.
7. Tax Withholding. The Company shall have the right to withhold
from cash payments under the Plan to a Participant or other
person an amount sufficient to cover any required withholding
taxes.
8. Amendment, Modification and Termination of the Plan. The Board
may at any time terminate, suspend or modify the Plan and the terms and
provisions of any Award theretofore awarded to any Participant which has not
been paid. Amendment s are subject to approval of the stockholders of the
Company only if such approval is necessary to maintain the Plan in compliance
with the requirements of Section 162(m) of the Code, its successor provisions
or any other applicable law or regulation . No Award may be granted during any
suspension of the Plan or after its termination.
9. Unfunded Plan. The Plan shall be unfunded and the Company
shall not be required to segregate any assets that may at any
time be represented by Awards under the Plan.
10. Other Benefit and Compensation Programs. Neither the adoption
of the Plan by the Board nor its submission to the stockholders of the Company
shall be construed as creating any limitation on the power of the Board to
adopt such other incentive arrangements as it may deem necessary. Payments
received by a Participant under an Award made pursuant to the Plan shall not be
deemed a part of a Participant's regular, recurring compensation for purposes
of the termination, indemnity or severance pay law of any country and shall not
be included in, nor have any effect on, the determination of benefits under any
other employee benefit plan, contract or similar arrangement provided by the
Company or any Subsidiary unless expressly so provided by such other plan,
contract or arrangement, or unless the Committee expressly determines that an
Award or portion of an Award should be included to accurately reflect
competitive compensation practices or to recognize that an Award has been made
in lieu of a portion of competitive cash compensation.
11. Governing Law. To the extent that Federal laws do not
otherwise control, the Plan and all determinations made and
actions taken pursuant to the Plan shall be governed by the
laws of Minnesota and construed accordingly.
Exhibit 11
PIPER JAFFRAY COMPANIES INC.
STATEMENT RE: COMPUTATION OF PER SHARE EARNINGS
(In Thousands, Except Per Share Amounts)
(Unaudited)
Three Months Ended Nine Months Ended
June 30 June 30
1994 1993 1994 1993
PRIMARY NET INCOME PER SHARE:
Net income $ 4,842 $ 9,032 $21,714 $29,148
Average number of common
and common equivalent
shares outstanding:
Average common shares outstanding 17,396 17,528 17,498 17,242
Dilutive effect of CSE's:
Book value plan options 277 356 330 368
Executive incentive stock options 141 200 226 213
------ ------ ------ ------
17,814 18,084 18,054 17,823
Primary net income per share $0.27 $0.50 $1.20 $1.64
NET INCOME PER SHARE
ASSUMING FULL DILUTION:
Net income $ 4,842 $ 9,032 $21,714 $29,148
Average number of common
and common equivalent
shares outstanding:
Average common shares outstanding 17,396 17,528 17,498 17,242
Dilutive effect of CSE's:
Book value plan options 277 356 330 368
Executive incentive stock options 141 200 226 213
------ ------ ------ ------
17,814 18,084 18,054 17,823
Fully diluted net income per share $0.27 $0.50 $1.20 $1.64
