SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [x]
Filed by a party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement
[x] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
PIPER JAFFRAY COMPANIES INC.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
[x] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
[ ] $500 per each party to the controversy pursuant to
Exchange Act Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transactions applies:
(3) Per unit price or other underlying value of transaction computed pursuant
to exchange Act Rule 0-11:1
(4) Proposed maximum aggregate value of transaction:
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, schedule or registration statement no.:
(3) Filing party:
(4) Date filed:
1 Set forth the amount on which the filing fee is calculated and state how it
was determined.
PIPER JAFFRAY COMPANIES INC.
PIPER JAFFRAY TOWER
222 SOUTH NINTH STREET
MINNEAPOLIS, MINNESOTA 55402
Dear Fellow Shareholders:
One hundred years in business is a landmark that few American companies attain.
We are thankful to reach this milestone in 1995, especially in an industry vexed
by volatility and challenged by monumental change.
As we enter our Centennial year, we hope you will take the opportunity to
hear an update on your investment in our company. You are cordially invited
to attend the Piper Jaffray Companies Annual Meeting on Wednesday, January
25, 1995, at 3:00 p.m. at the Lutheran Brotherhood Auditorium, 625 Fourth
Avenue South, Minneapolis, Minnesota.
Whether you own a few or many shares of stock, it is important that your
shares be represented. If you cannot personally attend the meeting, we
encourage you to sign the accompanying proxy and promptly return it in the
enclosed envelope.
Sincerely,
Addison L. Piper
Chairman and Chief Executive Officer
William H. Ellis
President and Chief Operating Officer
December 23, 1994
PIPER JAFFRAY COMPANIES INC.
PIPER JAFFRAY TOWER
222 SOUTH NINTH STREET MINNEAPOLIS, MINNESOTA 55402
NOTICE OF ANNUAL MEETING
OF SHAREHOLDERS
JANUARY 25, 1995
The Annual Meeting of Shareholders of Piper Jaffray Companies Inc. will be
held at the Lutheran Brotherhood Auditorium, 625 Fourth Avenue South,
Minneapolis, Minnesota, on Wednesday, January 25, 1995 at 3:00 p.m. (Central
Standard Time) for the following purposes:
(1) To elect seven directors for the ensuing year.
(2) To act upon a proposal to approve the Piper Jaffray Companies Inc. 1995
Executive Performance Bonus Plan.
(3) To act upon a proposal to approve the Piper Jaffray Companies Inc. Stock
Investment Plan.
(4) To approve the appointment of Deloitte & Touche LLP as the independent
auditors of the Company for the fiscal year ending September 30, 1995.
(5) To act upon any other business that may properly come before the meeting.
Only holders of common stock of record at the close of business on December
6, 1994 will be entitled to vote at the meeting or any adjournment thereof.
WHETHER OR NOT YOU PLAN TO COME TO THE MEETING, PLEASE SIGN, DATE AND RETURN
YOUR PROXY IN THE REPLY ENVELOPE PROVIDED. YOUR COOPERATION IN PROMPTLY
SIGNING AND RETURNING YOUR PROXY WILL HELP AVOID FURTHER SOLICITATION
EXPENSE.
By Order of the Board of Directors
David E. Rosedahl
Secretary
December 23, 1994
PIPER JAFFRAY COMPANIES INC.
PIPER JAFFRAY TOWER
222 SOUTH NINTH STREET MINNEAPOLIS, MINNESOTA 55402
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
JANUARY 25, 1995
This Proxy Statement is furnished in connection with the solicitation by the
Board of Directors of Piper Jaffray Companies Inc. (the "Company") of proxies
for the Annual Meeting of Shareholders to be held on Wednesday, January 25,
1995, and any adjournment thereof. Stock represented by proxies will be
voted. Where specification is made in the proxy the stock will be voted in
accordance therewith. Proxies may be revoked at any time before being voted
by giving written notice of revocation to the Secretary of the Company. This
Proxy Statement and the form of proxy enclosed are being mailed to
shareholders on or about December 23, 1994.
There were outstanding on December 6, 1994, the record date for shareholders
entitled to vote at the meeting, 17,063,980 shares of common stock, each
share being entitled to one vote. So far as is known to the Company, the
following are the only beneficial owners of more than 5% of the outstanding
common stock of the Company as of December 6, 1994.
<TABLE>
<CAPTION>
Number
of Shares Percent of
Name and Address Beneficially Outstanding
of Beneficial Owner Owned Shares
<S> <C> <C>
Piper Jaffray ESOP 6,802,974 39.87%
(the "Trust")
Suite 1600
222 South Ninth Street
Minneapolis, Minnesota 55402
Third Avenue Fund Inc. (1) 1,093,600 6.35%
767 Third Avenue, 5th Floor
New York, New York 10017
</TABLE>
(1) Information is based on a Schedule 13D Statement dated August 25, 1994
filed with the Securities and Exchange Commission by Martin J. Whitman on
behalf of the Third Avenue Fund Inc. and certain private investment
partnerships, institutional advisory accounts and institutional investment
funds managed directly or indirectly by Mr. Whitman.
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. 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 by the
Trust for which timely instructions are not received 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 meeting (including shares for
which participants' instructions have been received and shares not held by
the Trust).
Expenses in connection with the solicitation of proxies will be paid by the
Company. Solicitation of proxies will be principally by mail. In addition,
several of the officers or employees of the Company may solicit proxies,
either personally or by telephone, or by special letter. The Company will
also make arrangements with brokerage houses and other custodians, nominees
and fiduciaries to send proxies and proxy material to their principals, and
will reimburse them for their expenses in so doing.
So far as the Board of Directors is aware, no matters other than those
described in this Proxy Statement will be acted upon at the meeting. If,
however, any other matters properly come before the meeting, it is the
intention of the persons named in the enclosed proxy to vote the same in
acccordance with their judgment on such other matters.
The affirmative vote of a majority of the outstanding shares of common stock
of the Company present in person or represented by proxy at the meeting and
entitled to vote on a matter to be acted upon at the meeting is required for
the approval of such matter. For this purpose, a shareholder voting through a
proxy who abstains with respect to any matter is considered to be present and
entitled to vote on such matter at the meeting, and such shareholder's shares
are in effect a negative vote, but a shareholder (including a broker) who
does not give authority to a proxy to vote, or withholds authority to vote,
on any matter shall not be considered present and entitled to vote on such
matter.
ELECTION OF DIRECTORS
At the meeting it will be proposed to elect seven directors to hold office until
the next Annual Meeting of Shareholders and until their successors are elected
and qualified. The Board of Directors has designated the following individuals
as nominees for election. With the exception of Kathy Halbreich, each nominee is
presently a director of the Company and was elected by the shareholders of the
Company at the last Annual Meeting of Shareholders. Ms. Halbreich was elected by
the Board of Directors in July 1994 to fill an opening created by the expansion
of the number of directors. Each nominee is also presently a director of Piper
Jaffray Inc. ("Piper Jaffray"), the Company's broker-dealer subsidiary. All of
the nominees have indicated a willingness to serve, but in case any of the
nominees is not a candidate at the meeting, it is the intention of the persons
named in the enclosed proxy to vote in favor of the remainder of the nominees
and to vote for substitute nominees in their discretion. Information regarding
the nominees is set forth below. Edward N. Bennett, Karen M. Bohn, David P.
Crosby, Dan L. Lastavich, Robert J. Magnuson, Gary M. Petrucci, DeLos V.
Steenson and Richard J. Stream, all current directors of the Company, are not
standing for re-election at the meeting.
<TABLE>
<S> <C> <C> <C>
[PHOTO] ADDISON L. PIPER Age 48 Director since 1977
Chairman of the Board and Chief Executive Officer
Chairman of the Board and Chief Executive Officer of the Company
and of Piper Jaffray for more than five years. Mr. Piper is also a
director of Piper Trust Company (trust administration).
[PHOTO] WILLIAM H. ELLIS Age 52 Director since 1981
President and Chief Operating Officer
President and Chief Operating Officer of the Company and of Piper
Jaffray for more than five years. Mr. Ellis is also Chairman of
the Board, Chief Executive Officer and President of Piper Capital
Management Incorporated, as well as President and a director of
Hercules International Management L.L.C. (a joint venture with
Midland Walwyn Capital Corporation). Mr. Ellis is also a director
of Piper Funds Inc., Piper Global Funds Inc., Piper Institutional
Funds Inc. (open-end management investment companies), Piper Trust
Company and several closed-end investment companies for which
Piper Capital Management Incorporated serves as an investment
adviser.
[PHOTO] RALPH W. BURNET Age 49 Director since 1988
Director
Chairman and Chief Executive Officer of Burnet Financial Group
(mortgage banking, insurance, title insurance and real estate
brokerage) since January 1990; from May 1988 to January 1990,
Chairman and Chief Executive Officer of Fairway International
Corporation (real estate development); and from November 1983 to
May 1988, President of Merrill Lynch Realty -- Central and East
Region (residential and commercial real estate brokerage, title
insurance and mortgage banking).
[PHOTO] KATHY HALBREICH Age 45 Director since 1994
Director
Director of the Walker Art Center, Minneapolis, Minnesota, since
March 1991; and from 1988 to 1990, Curator of Contemporary Art for
the Museum of Fine Arts, Boston, Massachusetts.
[PHOTO] JOHN L. MCELROY, JR. Age 63 Director since 1988
Director
Chairman of Wheat, First Securities, Inc. (regional broker-dealer
and investment banking firm) for more than five years; Chairman of
Wheat First Butcher Singer, Inc. (parent of Wheat, First
Securities, Inc.) since June 1991; and from September 1986 to July
1992, Chief Executive Officer of Wheat, First Securities, Inc. and
Vice Chairman and Chief Executive Officer of Wheat First Butcher
Singer, Inc. Mr. McElroy is also a director of Noland Company
(distributor of wholesale plumbing and air-conditioning products).
[PHOTO] ROBERT S. SLIFKA Age 53 Director since 1988
Director
Chief Executive Officer and President of Loan Guarantee Investment
Corporation (lessor of commercial equipment under leases
originated through commercial banks) since October 1992; from
December 1986 to March 1992, Senior Vice President of ITT
Corporation (diversified manufacturer and supplier of
telecommunications equipment and services, financial and insurance
services and industrial and consumer products); and from March
1989 to October 1991, Executive Vice President and Group General
Manager of Commercial Financing Activities of ITT Financial
Corporation.
[PHOTO] DAVID STANLEY Age 59 Director since 1974
Director
Chairman and Chief Executive Officer of Payless Cashways, Inc.
(building materials specialty retailer) for more than five years.
Mr. Stanley is also a director of Digi International Inc.
(computer hardware and software manufacturer) and Best Buy Co.,
Inc. (consumer electronics retailer).
</TABLE>
VOTING REQUIREMENTS
The affirmative vote of a majority of the outstanding shares of common stock
of the Company present in person or represented by proxy at the meeting and
entitled to vote on the election of directors is required for the election of
directors. For this purpose, a shareholder voting through a proxy who
abstains with respect to the election of directors is considered to be
present and entitled to vote on the election of directors at the meeting, and
such shareholder's shares are in effect a negative vote, but a shareholder
(including a broker) who does not give authority to a proxy to vote, or
withholds authority to vote, on the election of directors shall not be
considered present and entitled to vote on the election of directors.
DIRECTOR COMPENSATION
For the fiscal year ended September 30, 1994, each non-employee director of
the Company received a fee of $15,000 for services as a director of the
Company and of Piper Jaffray. Three non-employee directors elected to defer
compensation until January of 1995, at which time they will receive shares of
the Company's common stock in lieu of cash compensation.
The Piper Jaffray Companies Inc. Omnibus Stock Plan (the "Omnibus Stock
Plan") provides for the nondiscretionary grant of a nonstatutory stock option
to purchase 2,000 shares of common stock of the Company to each non-employee
director on the date of each annual meeting of the Company's shareholders as
compensation for services for the ensuing year. Non-employee directors
joining the board between annual meetings are granted an option to purchase a
pro-rata portion of such number of shares. All non-employee director options
have an exercise price equal to the fair market value of a share of common
stock on the date of grant and become fully exercisable one year after the
date of grant.
CERTAIN INFORMATION REGARDING THE BOARD OF DIRECTORS AND COMMITTEES THEREOF
The Board of Directors of the Company has established an Audit Committee. The
current members of the Audit Committee are Messrs. Bennett, Burnet, McElroy
(Chairman), Slifka and Stanley. The Audit Committee is responsible for
recommending to the Board of Directors and shareholders a firm of independent
auditors to act as the Company's independent auditors, reviewing the audit
plan of the Company's independent auditors, and reviewing the auditor's
report on the Company's financial statements. During the fiscal year ended
September 30, 1994, the Audit Committee met four times.
The Board of Directors has established an Executive Compensation Committee.
The current members of the Executive Compensation Committee are Messrs.
Bennett, Burnet, McElroy, Slifka and Stanley (Chairman). The Executive
Compensation Committee is responsible for reviewing and making
recommendations to the Board of Directors with respect to compensation of
executive officers and directors of the Company. During the fiscal year ended
September 30, 1994, the Executive Compensation Committee met four times.
The Board of Directors has established a Governance Committee. The current
members of the Governance Committee are Messrs. Bennett, Burnet (Chairman),
McElroy, Piper, Slifka and Stanley. The Governance Committee is responsible
for selecting nominees to stand for election as directors at the Company's
Annual Meeting of Shareholders. The Governance Committee will consider
nominees recommended by shareholders. Such recommendations should be
submitted to the Secretary of the Company, Piper Jaffray Tower, 222 South
Ninth Street, P.O. Box 28, Minneapolis, Minnesota 55440-0028. During the
fiscal year ended September 30, 1994, the Governance Committee met four
times.
DIRECTOR MEETINGS
During the fiscal year ended September 30, 1994, four meetings of the Board
of Directors were held.
EQUITY SECURITIES BENEFICIALLY OWNED BY DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth certain information regarding the beneficial
ownership of common stock of the Company as of December 6, 1994 by each
current director, each executive officer named in the Summary Compensation
Table on page 6 of this Proxy Statement, and all current directors and
executive officers of the Company as a group. Except as otherwise noted
below, the listed beneficial owner has sole voting and investment power with
respect to such shares.
<TABLE>
<CAPTION>
Number of
Shares Percent of
Beneficially Outstanding
Owned Shares
Beneficial Owner (1)(2)(3) (1)(2)(3)
<S> <C> <C>
Addison L. Piper 511,387 2.98
William H. Ellis 282,249 1.65
Edward N. Bennett 4,000 *
Karen M. Bohn 111,466 *
Ralph W. Burnet 20,000 *
David P. Crosby 204,944 1.20
Kathy Halbreich 0 *
Bruce C. Huber 131,097 *
Dan L. Lastavich 164,536 *
Robert J. Magnuson 42,083 *
John L. McElroy, Jr. 5,000 *
Gary M. Petrucci 129,024 *
Robert S. Slifka 4,000 *
David Stanley 10,700(4) *
DeLos V. Steenson 257,131 1.50
Richard J. Stream 213,145 1.24
All directors and executive
officers as a group (19 persons) 2,304,508 12.94
*Less than 1%
</TABLE>
(1) Includes shares held for the benefit of such persons by the Trust as
follows: Mr. Piper, 59,123; Mr. Ellis, 22,540; Ms. Bohn, 16,871; Mr. Crosby,
54,032; Mr. Huber, 41,729; Mr. Lastavich, 50,999; Mr. Magnuson, 17,658; Mr.
Petrucci, 72,474; Mr. Stream, 39,360; and all directors and executive
officers of the Company as a group, 417,846.
(2) Includes shares which the following persons have a right to acquire upon
exercise of stock options pursuant to the Omnibus Stock Plan: Mr. Piper,
100,070; Mr. Ellis, 78,550; Mr. Bennett, 4,000; Ms. Bohn, 46,000; Mr. Burnet,
4,000; Mr. Crosby, 55,000; Mr. Huber, 48,000; Mr. Lastavich, 63,600; Mr.
Magnuson, 4,000; Mr. McElroy, 4,000; Mr. Petrucci, 4,000; Mr. Slifka, 4,000;
Mr. Stanley, 4,000; Mr. Steenson, 74,000; Mr. Stream, 76,000; and all
directors and executive officers of the Company as a group, 659,220. In
December 1994, each of the Company's executive officers voluntarily elected
to forfeit one-half of the options granted to them in each of the past two
fiscal years, representing an aggregate of 306,000 shares, allowing for more
meaningful grants to other officers of the Company without additional
dilution to the Company's shareholders. Accordingly, the shares which would
have been subject to the options to be forfeited are not included in the
table. Also in December 1994, the Executive Compensation Committee approved
in concept the grant of stock options in January 1995 under the Omnibus Stock
Plan to approximately 725 Managing Directors, Senior Vice Presidents and Vice
Presidents of the Company and its subsidiaries.
(3) Includes shares which the following persons have a right to acquire upon
exercise of stock options pursuant to the 1983 Book Value Stock Purchase Plan
(the "Book Value Plan"): Mr. Piper, 18,550; Mr. Ellis, 10,400; Ms. Bohn,
6,850; Mr. Crosby, 3,800; Mr. Huber, 5,200; Mr. Lastavich, 8,100; Mr.
Magnuson, 3,350; Mr. Petrucci, 11,150; Mr. Steenson, 6,150; Mr. Stream,
5,450; and all directors and executive officers of the Company as a group,
89,400.
(4) Does not include 1,380 shares held by a trust for the benefit of an adult
child of Mr. Stanley, in which shares Mr. Stanley disclaims any beneficial
interest.
EXECUTIVE COMPENSATION
The following table sets forth certain information concerning the
compensation of the Company's Chief Executive Officer and each of its four
other most highly compensated executive officers for each of the last three
fiscal years.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION COMPENSATION
OTHER AWARDS
ANNUAL OPTIONS ALL OTHER
FISCAL BONUS COMPENSATION (NUMBER OF COMPENSATION
NAME AND PRINCIPAL POSITION YEAR SALARY (1) (2) SHARES)(3) (4)(5)
<S> <C> <C> <C> <C> <C> <C>
Addison L. Piper 1994 $200,000 $ 450,000 $ 34,458 22,000 $20,375
Chairman of the Board and 1993 200,000 1,247,000 174,231 84,250 21,006
Chief Executive Officer of the
Company and of Piper Jaffray 1992 196,000 1,119,400 165,857 9,950 21,272
William H. Ellis 1994 170,000 450,000 31,962 22,000 20,375
President and Chief Operating 1993 170,000 1,244,000 169,796 84,200 21,006
Officer of the Company
and of Piper Jaffray 1992 166,668 1,116,500 161,290 8,550 21,272
Bruce C. Huber 1994 130,000 595,000 42,363 14,000 20,375
Managing Director of the Company 1993 130,000 646,500 84,112 55,300 21,006
and Director of Equity Capital
Markets of Piper Jaffray 1992 128,336 642,750 88,733 8,100 21,272
Dan L. Lastavich 1994 130,000 505,000 33,243 14,000 20,375
Managing Director of the Company 1993 130,000 748,000 97,754 54,000 21,006
and Director of Retail Sales of
Piper Jaffray 1992 128,336 642,750 88,733 6,000 21,272
Richard J. Stream 1994 130,000 375,000 22,395 14,000 20,375
Managing Director of the Company 1993 130,000 619,000 80,416 55,200 21,006
and Director of Operations
and Information Services
of Piper Jaffray 1992 128,336 582,750 80,232 8,150 21,272
</TABLE>
(1) Includes for the years indicated performance bonuses earned pursuant to
the Company's executive compensation program. See "Report of the Executive
Compensation Committee" herein.
(2) Fiscal 1994 amounts represent payments in-lieu-of contributions to the
Trust. See "Report of the Executive Compensation Committee" herein.
(3) Includes for fiscal 1994 and 1993, respectively, shares subject to
options granted pursuant to the Omnibus Stock Plan which were voluntarily
forfeited in December 1994 as follows: for Mr. Piper, 11,000 and 41,000; Mr.
Ellis 11,000 and 41,000; Mr. Huber, 7,000 and 27,000; Mr. Lastavich, 7,000
and 27,000; and Mr. Stream, 7,000 and 27,000.
(4) Includes for fiscal 1994 $19,621 to be contributed by the Company to the
Trust for each of the named individuals. See "Report of the Executive
Compensation Committee" herein.
(5) Includes for fiscal 1994 matching contributions of $754 made by the
Company to the Piper Jaffray 401(k) plan for each of the named individuals.
See "Report of the Executive Compensation Committee" herein.
STOCK OPTIONS
The following table summarizes option grants made during the fiscal year
ended September 30, 1994 to the executive officers named in the Summary
Compensation Table.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE AT
ASSUMED ANNUAL RATES OF
STOCK APPRECIATION FOR
OPTION TERM (3)
OPTIONS PERCENT OF TOTAL
GRANTED OPTIONS GRANTED EXERCISE EXPIRATION
NAME (1) (2) PRICE DATE 5% 10%
<S> <C> <C> <C> <C> <C> <C>
Addison L. Piper 22,000 13.4% $16.50 1/26/2004 $591,289 $941,529
William H. Ellis 22,000 13.4% $16.50 1/28/2004 591,289 941,529
Bruce C. Huber 14,000 8.5% $16.50 1/27/2004 376,275 599,155
Dan L. Lastavich 14,000 8.5% $16.50 1/29/2004 376,275 599,155
Richard J.
Stream 14,000 8.5% $16.50 1/30/2004 376,275 599,155
</TABLE>
(1) Options granted pursuant to the Omnibus Stock Plan. Options vest over the
first year of the ten-year option term. The options were granted at the fair
market value of the shares subject to the option on the date of grant.
Includes shares subject to options granted in fiscal 1994 which were
voluntarily forfeited in December 1994 as follows: for Mr. Piper, 11,000; Mr.
Ellis, 11,000; Mr. Huber, 7,000; Mr. Lastavich 7,000; and Mr. Stream, 7,000.
(2) Reflects the percent of options granted to employees during the fiscal
year ended September 30, 1994 under the Omnibus Stock Plan.
(3) Potential realized values shown above represent the potential gains based
upon annual compound price appreciation of 5% and 10% from the date of grant
through the full option term. The actual value realized, if any, on stock
option exercises will be dependent upon overall market conditions and the
future performance of the Company and its common stock. There is no assurance
that the actual value realized will approximate the amounts reflected in this
table. As of December 20, 1994, the closing price for the Company's common
stock on the New York Stock Exchange was $9.875 per share.
The following table summarizes option exercises during the fiscal year ended
September 30, 1994 by the executive officers named in the Summary
Compensation Table, and the value of their unexercised options at September
30, 1994.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
VALUE OF UNEXERCISED
NUMBER OF UNEXERCISED IN-THE-MONEY
NUMBER OF SHARES OPTIONS AT FISCAL YEAR END OPTIONS AT FISCAL YEAR END (2)
ACQUIRED ON EXERCISE VALUE REALIZED UNEXERCISABLE EXERCISABLE
NAME (1) (2) (SHARES)(3) (SHARES)(4) UNEXERCISABLE EXERCISABLE
<S> <C> <C> <C> <C> <C> <C>
Addison L. Piper 27,020 $354,855 30,850 139,770 $37,371 $278,723
William H. Ellis 18,300 243,696 29,200 111,750 30,263 131,578
Bruce C. Huber 21,900 184,484 19,200 68,000 21,887 45,000
Dan L. Lastavich 2,300 34,677 16,400 89,300 13,433 157,237
Richard J. Stream 2,100 17,224 19,450 96,000 23,545 190,500
</TABLE>
(1) Includes shares acquired upon the exercise of options granted pursuant to
the Book Value Plan as follows: for Mr. Piper, 3,500; Mr. Ellis, 2,300; Mr.
Huber, 9,900; Mr. Lastavich, 2,300; and Mr. Stream, 2,100.
(2) Value realized and value of unexercised options for options granted
pursuant to the Plan are calculated by determining the difference between the
fair market value of the shares underlying the options at exercise or at
September 30, 1994, as applicable, and the exercise price of the options.
Value realized and value of unexercised options for options granted pursuant
to the Book Value Plan are calculated by determining the difference between
(i) the greater of book value of the shares underlying the options or the
fair market value of the freely transferable shares into which such shares
are exchangeable at exercise or at September 30, 1994, as applicable, and
(ii) the exercise price of the options.
(3) Includes shares subject to options granted pursuant to the Book Value
Plan as follows: for Mr. Piper, 8,850; Mr. Ellis, 7,200; Mr. Huber, 5,200;
Mr. Lastavich, 2,400; and Mr. Stream, 5,450. Also includes shares subject to
options granted pursuant to the Omnibus Stock Plan in fiscal 1994 which were
voluntarily forfeited in December 1994 as follows: for Mr. Piper, 11,000; Mr.
Ellis, 11,000; Mr. Huber, 7,000; Mr. Lastavich, 7,000; and Mr. Stream, 7,000.
(4) Includes shares subject to options granted pursuant to the Book Value
Plan as follows: for Mr. Piper, 9,700; Mr. Ellis, 3,200; and Mr. Lastavich,
5,700. Also includes shares subject to options granted pursuant to the
Omnibus Stock Plan in fiscal 1993 which were voluntarily forfeited in
December 1994 as follows: for Mr. Piper, 41,000; Mr. Ellis, 41,000; Mr.
Huber, 27,000; Mr. Lastavich, 27,000; and Mr. Stream, 27,000.
REPORT OF THE EXECUTIVE COMPENSATION COMMITTEE
The Executive Compensation Committee (the "Committee") of the Board of
Directors is responsible for establishing compensation policies for all
executive officers of the Company, including the five most highly compensated
executive officers of the Company named in the accompanying tables. The
Committee establishes the total compensation for the executive officers in
light of these policies. The Committee is composed entirely of non-employee
directors.
The following report describes the Company's executive compensation program
and discusses the factors considered by the Committee in determining the
compensation of the Company's Chief Executive Officer and other executive
officers for its 1994 fiscal year.
COMPENSATION PHILOSOPHY
The goals for the executive compensation program are to:
* motivate executives to assist the Company in achieving superior levels of
financial and stock performance by closely linking executive compensation to
performance in those areas; and
* attract, retain and motivate top calibre executives by providing
compensation and compensation opportunities that are comparable to those
offered by other leading companies in the financial services industry.
ELEMENTS OF THE EXECUTIVE COMPENSATION PROGRAM
The elements of the executive compensation program are designed to meet the
Company's compensation philosophy. Currently, the executive compensation
program is comprised of annual cash compensation and longer-term stock
compensation.
Annual cash compensation consists of base salary and a performance bonus. For
lower-level employees, salaries are set to be competitive for the industry or
marketplace, as appropriate, and bonuses are designed to represent a
relatively small percentage of annual cash compensation. For more senior,
higher-level employees, base salaries are in the low-to-average range for the
financial services industry and bonuses constitute a high percentage of
annual cash compensation. Higher-paid employees may also receive a cash
payment in lieu of an ESOP contribution which may arise when the employee's
share of the Company's calculated ESOP contribution is in excess of IRS
limitations. Such excess ESOP payments, shown under "Other Annual
Compensation" in the Summary Compensation Table, are made in December or
January for the previous fiscal year and are a meaningful percentage of cash
compensation only in a year of exceptional earnings performance by the
Company.
The Company's bonus pools are based either upon the Company's earnings
performance for the year, or upon business unit revenue and earnings
performance. The Company's Chief Executive Officer, Chief Operating Officer
and certain other executive officers whose responsibilities primarily focus
on administrative and operational aspects of the Company are paid bonuses
semi-annually from a bonus pool based upon a percentage (5.4% for fiscal
1994) of the Company's income before taxes. Beginning in fiscal 1995, such
bonuses will be paid pursuant to the 1995 Executive Performance Bonus Plan
(the "Executive Performance Bonus Plan"), if approved by shareholders of the
Company at the meeting. Amounts paid pursuant to the Executive Performance
Bonus Plan are intended to qualify as performance-based compensation within
the meaning of Section 162(m) of the Internal Revenue Code, as amended. All
other executive officers are paid bonuses from bonus pools based upon the
operating income of their respective business units and, where appropriate,
on the firmwide revenues supported by the business unit.
The structure and accrual rates for the corporate and various business unit
bonus pools are reviewed annually by the Committee. Performance bonus awards
for the executive officers are initially determined by the Chief Executive
Officer and Chief Operating Officer and are submitted to the Committee for
discussion and approval. An executive officer's individual share of his or
her respective bonus pool is based upon the officer's duties and
responsibilities, individual performance and future potential. Many of these
assessments are subjective in nature and are made annually on a case-by-case
basis.
Long-term, stock-based compensation has previously consisted of modest grants
of incentive stock options (ISOs) under the Company's 1985 Executive
Incentive Stock Option Plan (the "Stock Option Plan"). In fiscal 1992, the
Committee and management, in consultation with an independent compensation
consultant, concluded that stock-based compensation opportunities to
executive officers were inadequate. To give the Company greater flexibility
in the type and size of stock-based awards, the Company adopted the Omnibus
Stock Plan allowing for grants of ISOs, non-qualified stock options, stock
appreciation rights, and time-lapse and performance restricted stock. The
Omnibus Stock Plan was approved by shareholders at the 1993 Annual Meeting of
Shareholders.
Concurrent with the approval of the revised Omnibus Stock Plan, the Committee
revised its approach to providing stock-based compensation to the Company's
executive officers by adopting in principle a five-year schedule of grants
composed of a large grant in the first year and substantially smaller annual
grants in each of the following four years. If the Company were to achieve
targeted performance during the five-year period beginning fiscal 1993, the
options granted under the schedule would have a targeted value of
approximately 15% of an executive officer's cash compensation during the
period. The Committee believes these grants are more in line with external
competitive opportunities and provide a stronger, more direct motivation to
executive officers to increase shareholder value.
Accordingly, pursuant to the schedule of grants adopted in fiscal 1993, the
Committee awarded stock options totaling 580,000 shares in fiscal 1993 and
150,000 shares in fiscal 1994. All options so awarded vest immediately, have
a ten-year term, an exercise price equal to the fair market value on the date
of grant ($14.50 in fiscal 1993, $16.50 in fiscal 1994) and are first
exercisable after one year.
In December 1994, the Committee approved in concept the grant of stock
options in January 1995 under the Omnibus Stock Plan to approximately 725
Managing Directors, Senior Vice Presidents and Vice Presidents of the Company
and its subsidiaries. Also in December 1994, each of the Company's executive
officers voluntarily elected to forfeit one-half of the options granted to
them in each of the past two fiscal years under the Omnibus Stock Plan,
representing an aggregate of 306,000 shares, allowing for more meaningful
grants to other officers of the Company without additional dilution to the
Company's shareholders.
Since 1983, the Company has offered its senior officers, including the
Company's executive officers, shares of the Company's common stock and
options to purchase such shares pursuant to the 1983 Book Value Plan. While
there is a relatively modest compensation expense associated with the Book
Value Plan, it was not designed nor has it been used to provide additional
compensation, but rather to provide a convenient and attractive method for
officers to invest their personal investment assets in the common stock of
the Company. Since approximately all of the 3,200,000 shares authorized for
issuance under the Book Value Plan have been issued and are currently
outstanding, no new offerings under this plan have been made since January
1993 nor are contemplated by the Committee at this time.
The Committee additionally approves the awards to certain officers of Piper
Capital Management Incorporated, a wholly-owned subsidiary of the Company
("Piper Capital"), of shares in the Piper Capital Management Incorporated
1985 Phantom Stock Plan (the "Piper Capital Phantom Share Plan"), a deferred
compensation plan in which amounts deferred change in value based on the
pre-tax earnings of Piper Capital for any particular year. The Piper Capital
Phantom Share Plan is meant to attract and retain senior portfolio managers
and other key executives and to reward them consistent with the long-term
results of Piper Capital.
CHIEF EXECUTIVE OFFICER COMPENSATION
Mr. Piper's base salary at the beginning of fiscal 1994 was $200,000. His
salary was not changed during the past two fiscal years. Mr. Piper's base
salary was set by the Committee in accordance with the base salary policy
described above.
Mr. Piper's performance bonus for fiscal 1994 was $450,000, a 64% reduction
from fiscal 1993. His performance bonus was based in part on the company's
pre-tax earnings performance as described earlier and on potential exposures
related to the performance of funds managed by Piper Capital. Additional
factors considered in determining Mr. Piper's performance bonus include
satisfactory performance in the areas of strategic planning, promotion of the
Company and its mission, advocacy of employment diversity, management
development, community participation and other matters affecting the short
and long-term success of the Company.
Due to the nature of Mr. Piper's and Mr. Ellis' duties, the Committee has
authorized the payment to each individual the same performance bonus over the
past few years. In fiscal 1994, the performance bonus represented
approximately 53% of Mr. Piper's cash compensation.
Mr. Piper received stock options in January to purchase 22,000 shares of
common stock under the Omnibus Stock Plan in accordance with the stock-based
compensation policy described above.
The Executive Compensation Committee has available to it surveys showing
competitive compensation rates within the financial services industry,
including many of the companies included in the Performance Graph. The
Committee has also met at various times with an independent executive
compensation consultant as it considered the long-term incentive plan design
change and cash and stock awards under the overall program.
THE EXECUTIVE COMPENSATION COMMITTEE
David Stanley, Chairman
Edward N. Bennett
Ralph W. Burnet
John L. McElroy, Jr.
Robert S. Slifka
PERFORMANCE GRAPH
The following graph compares the cumulative total shareholder return on the
common stock of the Company for the last five fiscal years with the
cumulative total return of the Standard & Poor's 500 Stock Index (the "S&P
500 Index") and the Lipper Analytical Brokerage Firm Composite Stock Price
Index (the "Lipper Composite Index") over the same period (assuming the
investment of $100 in each on September 30, 1989, and the reinvestment of all
dividends). The Lipper Composite Index is comprised of 30 publicly held
regional and national securities firms, including the Company.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN AMONG
PIPER JAFFRAY COMPANIES, S&P 500 INDEX AND LIPPER COMPOSITE INDEX
<TABLE>
<CAPTION>
FISCAL YEAR ENDING SEPTEMBER
1989 1990 1991 1992 1993 1994
<S> <C> <C> <C> <C> <C> <C>
Piper Jaffray
Companies 100.00 97.79 234.06 270.86 425.66 266.65
S&P 500 Index 100.00 90.76 118.98 132.12 149.07 154.56
Lipper Composite Index 100.00 74.00 139.74 158.83 279.05 213.68
</TABLE>
TRANSACTIONS WITH DIRECTORS AND OFFICERS
Certain directors and officers of the Company (and members of the immediate
families of such persons) maintained margin accounts with Piper Jaffray
during the fiscal year ended September 30, 1994, and had margin account
indebtedness during such year. All such indebtedness was incurred in the
ordinary course of business, on substantially the same terms (including
interest rates and collateral) as those prevailing at the time for comparable
transactions with other persons, and did not involve more than the normal
risk of collectibility or present other unfavorable features.
COMPLIANCE WITH REPORTING REQUIREMENTS
As required by Securities and Exchange Commission rules under Section 16(a)
of the Securities Exchange Act of 1934, and based solely upon review of
copies of forms submitted to the Company during and with respect to the 1994
fiscal year, the Company makes the following disclosures. As a result of an
inadvertent omission, Mr. Ellis filed an amended annual statement of
beneficial ownership under Section 16(a) with respect to the exercise of
stock options to purchase shares of common stock of the Company by Mr. Ellis
pursuant to the Omnibus Stock Plan in December 1992. Mr. Stanley filed an
amended annual statement of beneficial ownership under Section 16(a) with
respect to a gift by Mr. Stanley of common stock of the Company in February
1993 which was inadvertently omitted from such annual statement.
PROPOSAL TO APPROVE THE 1995 EXECUTIVE PERFORMANCE
BONUS PLAN
On July 21, 1994, the Board of Directors adopted the 1995 Executive
Performance Bonus Plan (the "Plan") and directed that the Plan be submitted
to a vote of the shareholders at the meeting. The full text of the Plan is
set forth in Exhibit A to this proxy statement and the following description
of the Plan is qualified in its entirety by the text of the Plan.
TERMS OF THE PLAN
The Plan is an annual bonus plan designed to provide certain designated
executive officers of the Company with incentive compensation based upon
achievement of preestablished performance goals. The Plan is designed to
comply with Section 162(m) of the Internal Revenue Code of 1986 (the "Code"),
which denies deductions for compensation in excess of $1,000,000 paid by the
Company to the Chief Executive Officer and each of the four other most highly
compensated executive officers, except to the extent such compensation was
performance-based and approved by the shareholders of the Company.
The Plan will be administered by the Executive Performance Bonus Committee of
the Board of Directors (the "Performance Committee"). The Performance
Committee will select Plan participants from among members of the Management
Committee (currently 10 persons), who will be eligible to receive cash awards
under the Plan (collectively, "Awards"). No Plan participants have received
Awards as of the date hereof.
The Plan provides for a total award pool (the "Award Pool") to be based upon
a designated percentage of consolidated income before taxes of the Company
for the Performance Period (as defined below) before accounting for certain
cost items (collectively, "Annual Profits"). The Award Pool for a particular
Performance Period will be determined by the Performance Committee, but may
not exceed 10% of Annual Profits. The Performance Committee will allocate in
writing, on behalf of each participant, a portion of the Award Pool, if any,
to be paid for a particular Performance Period. In no event may more than 35%
of the Award Pool for a Performance Period be awarded to any participant in
the Plan. "Performance Period" means the Company's fiscal year (October 1 to
September 30) or such other shorter or longer period designated by the
Performance Committee, performance during all or part of which a
participant's entitlement to receive payment of an Award is based.
The Performance 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 participant's position
or duties with the Company or any subsidiary during a Performance Period,
whether due to any termination of employment (including death, disability,
retirement, or termination with or without cause) or otherwise.
The Board of Directors may, at any time, terminate or, from time to time,
amend, modify or suspend the Plan and the terms and provisions of any Award
theretofore awarded to any participant which has not been paid. No Award may
be granted during any suspension of the Plan or after its termination. Any
such amendment may be made without shareholder approval.
The Plan became effective on October 1, 1994, subject to approval of the
shareholders at the meeting. Since amounts payable under the Plan will be
based on fiscal 1995 performance and will be contingent upon the right of the
Performance Committee to exercise negative discretion to reduce the amount of
the final payments, such amounts are therefore not determinable at the
present time.
The Performance Committee believes that, upon approval of the Plan by the
shareholders and certification by the Performance Committee that performance
goals and any other material terms have been satisfied, compensation under
the Plan will be tax deductible. The approval of the Plan by the shareholders
and the previously mentioned certification by the Performance Committee will
be conditions to the receipt by participants of any payments under the Plan.
VOTING REQUIREMENTS
The affirmative vote of holders of a majority of the outstanding shares of
common stock present and entitled to vote at the meeting will be required for
approval of the Plan. The Board of Directors unanimously recommends a vote
for approval of the Plan, and the enclosed proxy will be so voted unless
otherwise directed.
THE BOARD RECOMMENDS A VOTE FOR APPROVAL OF THE 1995 EXECUTIVE PERFORMANCE
BONUS PLAN.
PROPOSAL TO APPROVE THE PIPER JAFFRAY COMPANIES INC. STOCK INVESTMENT PLAN
On April 20, 1994, the Board of Directors adopted the Piper Jaffray Companies
Inc. Stock Investment Plan (the "Investment Plan") and directed that the
Investment Plan be submitted to a vote of the shareholders at the meeting.
The full text of the Investment Plan is set forth in Exhibit B to this Proxy
Statement and the following description of the Investment Plan is qualified
in its entirety by the text of the Investment Plan.
PURPOSE
The purpose of the Investment Plan is to provide eligible employees with an
opportunity to acquire a proprietary interest in the Company through the
purchase of common stock of the Company and, thereby, to develop a stronger
incentive to work for the continued success of the Company. The Investment
Plan is an employee stock purchase plan under Section 423 of the Code.
ADMINISTRATION
The Investment Plan will be administered by the Executive Compensation
Committee of the Board of Directors (the "Committee"). Subject to the
provisions of the Investment Plan, the Committee is authorized to determine
any questions arising in the administration, interpretation and application
of the Investment Plan, and to make such uniform rules as are necessary to
carry out its provisions.
ELIGIBILITY AND NUMBER OF SHARES
Up to 1,000,000 shares of common stock are available for distribution under
the Investment Plan, subject to appropriate adjustments by the Committee in
the event of certain changes in the outstanding shares of common stock of the
Company by reason of a stock dividend, stock split, corporate separation,
recapitalization, merger, consolidation, combination, exchange of shares or
similar transaction. If purchases by participants exceed 1,000,000 shares,
each participant will receive a pro-rata amount of the common stock which may
be sold.
Any employee of the Company or a parent or subsidiary corporation of the
Company (including officers and any directors who are also employees) will be
eligible to participate in the Investment Plan for any Purchase Period (as
defined below) during a calendar quarter so long as, on the first day of such
calendar quarter, such employee has completed six months of continuous
service as a full-time employee or twelve months of service with customary
employment of at least twenty hours per week. A "Purchase Period" shall mean
any calendar month.
Any eligible employee may elect to become a participant in the Investment
Plan for any Purchase Period by filing an enrollment form prior to the first
business day of the calendar quarter in which such Purchase Period falls. The
payroll deduction form will authorize payroll deductions beginning with the
first payday in such calendar quarter until the employee modifies his
authorization, withdraws from the Investment Plan or ceases to be eligible to
participate.
No employee may participate in the Investment Plan if such employee would be
deemed for purposes of the Code to own stock possessing five percent or more
of the total combined voting power or value of all classes of stock of the
Company.
The Company currently has approximately 2,500 employees who are eligible to
participate in the Investment Plan. No common stock has been purchased by any
executive officer or director of the Company under the Investment Plan as of
the date hereof.
PARTICIPATION
An eligible employee who elects to participate in the Investment Plan will
authorize the Company to make payroll deductions from $10 to $750 per month,
such maximum amount to be subject to adjustment from time to time by the
Committee. A participant may, at any time during a Purchase Period, direct
the Company to adjust the amount of deductions or make no further deductions,
as set forth in greater detail in the Investment Plan. A participant may also
elect to withdraw from the Investment Plan at any time before the end of a
Purchase Period. In the event of a withdrawal, all future payroll deductions
will cease and the amounts withheld will be paid to the participant in cash
within 15 days. Any participant who stops payroll deductions may not
thereafter resume payroll deductions for that calendar quarter, and any
participant who withdraws from the Investment Plan will not be eligible to
reenter the Investment Plan until the next succeeding calendar quarter.
Amounts withheld under the Investment Plan will be held by the Company as
part of its general assets until the end of the Purchase Period and then
applied to the purchase of common stock of the Company as described below. No
interest will be credited to a participant for amounts withheld.
PURCHASE OF STOCK
Amounts withheld for a participant in the Investment Plan will be used to
purchase common stock of the Company as of the last day of the Purchase
Period at a price equal to 85% of the Fair Market Value (as defined in the
Investment Plan) of a share of common stock on the last business day of the
Purchase Period. All amounts so withheld will be used to purchase the number
of shares of common stock (including fractional shares) that can be purchased
with such amount, unless the participant has properly notified the Company
that he elects to purchase a lesser number of shares or to receive the entire
amount in cash. If purchases by all participants would exceed the number of
shares of common stock available for purchase under the Investment Plan, each
participant will be allocated a ratable portion of such available shares. Any
amount not used to purchase shares of common stock will be paid to the
participant in cash.
Shares of common stock acquired by a participant will be held by the Company
in a general account maintained for the benefit of all participants.
Certificates for the number of whole shares of common stock purchased by a
participant shall be issued and delivered to him only upon the request of
such participant or his representative. No certificates for fractional shares
will be issued and participants will instead receive cash representing any
fractional share. Dividends with respect to a participant's shares held in
the general account will, at the election of the participant, either be paid
to the participant in cash or reinvested in additional shares of common stock
of the Company. If a participant fails to make such an election, all
dividends with respect to the participant's shares held in the general
account will be automatically reinvested to purchase additional shares of
common stock of the Company. Each participant will be entitled to vote all
shares held for the benefit of such participant in the general account.
No more than $25,000 in fair market value (determined on the last business
day of each Purchase Period) of shares of common stock and other stock may be
purchased under the Investment Plan and all other employee stock purchase
plans, if any, of the Company and any parent or subsidiary corporation of the
Company by any participant for each calendar year.
DEATH, DISABILITY, RETIREMENT OR OTHER TERMINATION OF EMPLOYMENT
If the employment of a participant is terminated for any reason, including
death, disability or retirement, the amounts previously withheld will be
applied to the purchase of shares of common stock as of the last day of the
Purchase Period in which the participant's employment has been terminated
unless the participant has properly notified the Company prior to the last
day of such Purchase Period that he elects to receive a refund of all amounts
previously withheld.
RIGHTS NOT TRANSFERABLE
The rights of a participant in the Investment Plan are exercisable only by
the participant during his lifetime. No right or interest of any participant
in the Investment Plan may be sold, pledged, assigned or transferred in any
manner other than by will or the laws of descent and distribution.
AMENDMENT OR MODIFICATION
The Board of Directors may at any time amend the Investment Plan, provided
that approval by the shareholders of the Company is required to (i) increase
the number of shares to be reserved under the Investment Plan (except for
adjustments by reason of stock dividends, stock splits, corporate
separations, recapitalizations, mergers, consolidations, combinations,
exchanges of shares and similar transactions), (ii) decrease the minimum
purchase price, (iii) withdraw the administration of the Investment Plan from
the Committee, or (iv) change the definition of employees eligible to
participate in the Investment Plan.
TERMINATION
All rights of participants in any offering under the Investment Plan shall
terminate at the earlier of (i) the day that participants become entitled to
purchase a number of shares of common stock equal to or greater than the
number of shares remaining available for purchase or (ii) at any time, at the
discretion of the Board of Directors, after 30 days' notice has been given to
all participants. Upon termination of the Investment Plan, shares of common
stock shall be issued to participants in accordance with the terms of the
Plan and cash, if any, previously withheld and not used to purchase common
stock will be refunded to participants, as if the Investment Plan were
terminated at the end of a Purchase Period.
FEDERAL TAX CONSIDERATIONS
Participants will not recognize any income as a result of participation in
the Plan until the disposal of shares acquired under the Plan or the death of
the participant. Participants who hold their shares for more than two years
or die while holding their shares will recognize ordinary income in the year
of disposition or death equal to the lesser of (i) the excess of the fair
market value of the shares on the date of disposition or death over the
purchase price paid by the participant or (ii) the excess of the fair market
value of the shares on the date they were purchased by the participant over
the purchase price paid by the participant. If the holding period has been
satisfied when the participant sells the shares or if the participant dies
while holding the shares, the Company will not be entitled to any deduction
in connection with the transfer of such shares to the participant.
Participants who dispose of their shares within the two-year period after the
shares are transferred to them will be considered to have realized ordinary
income in the year of disposition in an amount equal to the excess of the
fair market value of the shares on the date they were purchased by the
participant over the purchase price paid by the participant. If such
dispositions occur, the Company generally will be entitled to a deduction at
the same time and in the same amount as the participants who make those
dispositions are deemed to have realized ordinary income.
Participants will have a basis in their shares equal to the purchase price of
their shares plus any amount that must be treated as ordinary income at the
time of disposition of the shares. Any additional gain or loss realized on
the disposition of such shares will be capital gain or loss.
COPY OF INVESTMENT PLAN
The full text of the Investment Plan is set forth as Exhibit B to this Proxy
Statement, to which Exhibit reference is made for a complete statement of the
terms of the Investment Plan.
VOTING REQUIREMENTS
The affirmative vote of holders of a majority of the outstanding shares of
common stock present and entitled to vote at the meeting will be required for
approval of the Investment Plan. The Board of Directors unanimously
recommends a vote for approval of the Investment Plan, and the enclosed proxy
will be so voted unless otherwise directed.
THE BOARD RECOMMENDS A VOTE FOR APPROVAL OF THE PIPER JAFFRAY COMPANIES INC.
STOCK INVESTMENT PLAN.
APPOINTMENT OF AUDITORS
At the meeting, a vote will be taken on a proposal to ratify the appointment
of Deloitte & Touche LLP by the Board of Directors to act as independent
auditors of the Company for the fiscal year ending September 30, 1995.
Deloitte & Touche LLP are independent accountants and auditors who have
audited the accounts of Piper Jaffray annually since 1937 and of the Company
since its incorporation in February 1974.
Representatives of Deloitte & Touche LLP will attend the shareholder meeting.
They will have the opportunity to make a statement if they desire to do so,
and will be available to answer appropriate questions that may be asked by
shareholders.
DEADLINE FOR SUBMISSION OF
SHAREHOLDERS PROPOSALS
Proposals of shareholders intended to be presented at the next Annual Meeting
of Shareholders must be received by the Secretary of the Company, Piper
Jaffray Tower, 222 South Ninth Street, P.O. Box 28, Minneapolis, Minnesota
55440-0028, no later than August 21, 1995, for inclusion in the proxy
statement for such annual meeting.
By Order of the Board of Directors
David E. Rosedahl
Secretary
EXHIBIT A
PIPER JAFFRAY COMPANIES INC.
1995 EXECUTIVE PERFORMANCE BONUS PLAN
1. PURPOSE. The purpose of the Piper Jaffray Companies Inc. 1995 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) of 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.
Amendments 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 B
PIPER JAFFRAY COMPANIES INC. STOCK INVESTMENT PLAN
1. PURPOSE AND SCOPE OF PLAN. The purpose of this Piper Jaffray Companies
Inc. Stock Investment Plan (the "Plan") is to provide the employees of Piper
Jaffray Companies Inc. (the "Company") and its affiliates with an opportunity
to acquire a proprietary interest in the Company through the purchase of its
common stock and, thus, to develop a stronger incentive to work for the
continued success of the Company. The Plan is intended to be an "employee
stock purchase plan" within the meaning of Section 423(b) of the Internal
Revenue Code of 1986, as amended, and shall be interpreted and administered
in a manner consistent with such intent.
2. DEFINITIONS.
2.1 The terms defined in this section are used (and capitalized)
elsewhere in this Plan:
(a) "Affiliate" means any corporation that is a "parent
corporation" or "subsidiary corporation" of the Company, as
defined in Sections 424(e) and 424(f) of the Code, or any
successor provision.
(b) "Board of Directors" means the Board of Directors of the
Company.
(c) "Code" means the Internal Revenue Code of 1986, as amended
from time to time.
(d) "Committee" means three or more Disinterested Persons
designated by the Board of Directors to administer the Plan under
Section 13.
(e) "Common Stock" means the common stock, $1 par value per
share (as such par value may be adjusted from time to time), of
the Company.
(f) "Company" means Piper Jaffray Companies Inc.
(g) "Compensation" means the gross cash compensation (including
wage, salary, commission, bonus, and overtime earnings) paid by
the Company or any Affiliate to a Participant in accordance with
the terms of employment.
(h) "Disinterested Persons" means a member of the Board of
Directors who is considered a disinterested person within the
meaning of Exchange Act Rule 16b-3 or any successor definition.
(i) "Eligible Employee" means any employee of the Company or an
Affiliate (i) who has completed 6 months of continuous service as
a full-time employee, or (ii) who has completed 12 months of
service and whose customary employment is at least 20 hours per
week; provided, however, that "Eligible Employee" shall not
include any person who would be deemed for purposes of Section
423(b)(3) of the Code, to own stock possessing 5% or more of the
total combined voting power or value of all classes of stock of
the Company.
(j) "Exchange Act" means the Securities Exchange Act of 1934,
as amended from time to time.
(k) "Fair Market Value" as of any date means the closing price
of a share of Common Stock on the date specified or, if no sale of
shares of Common Stock shall have occurred on that date, on the
next preceding day on which a sale occurred of shares on the
composite tape for New York Stock Exchange listed shares. If the
shares of Common Stock are not quoted on such exchange or if such
determination of Fair Market Value is not consistent with the then
current regulations of the Secretary of the Treasury applicable to
plans intended to qualify as an "employee stock purchase plan"
within the meaning of Section 423(b) of the Code, Fair Market
Value shall be determined in accordance with such regulations. The
determination of Fair Market Value shall be subject to adjustment
as provided in Section 14.
(l) "Participant" means an Eligible Employee who has elected to
participate in the Plan in the manner set forth in Section 4.
(m) "Plan" means this Piper Jaffray Companies Inc. Stock
Investment Plan, as amended from time to time.
(n) "Purchase Period" means any calendar month beginning with
the month of July, 1994.
(o) "Recordkeeping Account" means the account maintained in the
books and records of the Company recording the amount withheld
from each Participant through payroll deductions made under the
Plan.
3. SCOPE OF THE PLAN. Shares of Common Stock may be sold by the Company to
Eligible Employees commencing July 1, 1994, as hereinafter provided, but not
more than 1,000,000 shares of Common Stock (subject to adjustment as provided
in Section 14) shall be sold to Eligible Employees pursuant to this Plan. All
sales of Common Stock pursuant to this Plan shall be subject to the same
terms, conditions, rights and privileges. The shares of Common Stock
delivered by the Company pursuant to this Plan may be acquired shares having
the status of any combination of authorized but unissued shares, newly issued
shares, or treasury shares.
4. ELIGIBILITY AND PARTICIPATION. To be eligible to participate in the Plan
for a given Purchase Period during a calendar quarter, an employee must be an
Eligible Employee on the first business day of such calendar quarter. An
Eligible Employee may elect to participate in the Plan by filing an
enrollment form with the Company before the first business day of such
calendar quarter that authorizes regular payroll deductions from Compensation
beginning with the first payday in such calendar quarter and continuing until
the Eligible Employee withdraws from the Plan or ceases to be an Eligible
Employee.
5. AMOUNT OF COMMON STOCK EACH ELIGIBLE EMPLOYEE MAY PURCHASE.
5.1 Subject to the provisions of this Plan, each Eligible Employee
shall be offered the right to purchase on the last day of the Purchase
Period the number of shares of Common Stock (including fractional shares)
that can be purchased at the price specified in Section 5.2 with the
entire credit balance in the Participant's Recordkeeping Account;
provided, however, that no more than $25,000 in fair market value
(determined on the last business day of each Purchase Period) of shares of
Common Stock and other stock may be purchased under the Plan and all other
employee stock purchase plans (if any) of the Company and the Affiliates
by any Participant for each calendar year. If the purchases by all
Participants would otherwise cause the aggregate number of shares of
Common Stock to be sold under the Plan to exceed the number specified in
Section 3, however, each Participant shall be allocated a ratable portion
of the maximum number of shares of Common Stock which may be sold.
5.2 The purchase price of each share of Common Stock sold pursuant to
this Plan will be 85% of the Fair Market Value of such share on the last
business day of the Purchase Period.
6. METHOD OF PARTICIPATION.
6.1 The Company shall give notice to each Eligible Employee of the
opportunity to purchase shares of Common Stock pursuant to this Plan and
the terms and conditions for such offering. Such notice is subject to
revision by the Company at any time prior to the date of purchase of such
shares. The Company contemplates that for tax purposes the last business
day of a Purchase Period will be the date of the offering of such shares.
6.2 Each Eligible Employee who desires to participate in the Plan for
a Purchase Period shall signify his or her election to do so by signing an
election form developed by the Committee. An Eligible Employee may elect
to have any amount of Compensation withheld from a minimum of $10 per
month to a maximum of $500 per month. An election to participate in the
Plan and to authorize payroll deductions as described herein must be made
before the first business day of the calendar quarter containing the
Purchase Period to which it relates and shall remain in effect unless and
until such Participant withdraws from this Plan, modifies his or her
authorization, or terminates his or her employment with the Company, as
hereinafter provided.
6.3 Any Eligible Employee who does not make a timely election as
provided in Section 6.2, shall be deemed to have elected not to
participate in the Plan. Such election shall be irrevocable for such
Purchase Period.
7. RECORDKEEPING ACCOUNT.
7.1 The Company shall maintain a Recordkeeping Account for each
Participant. Payroll deductions pursuant to Section 6 will be credited to
such Recordkeeping Accounts on each payday.
7.2 No interest will be credited to a Participant's Recordkeeping
Account.
7.3 The Recordkeeping Account is established solely for accounting
purposes, and all amounts credited to the Recordkeeping Account will
remain part of the general assets of the Company.
7.4 A Participant may not make any separate cash payment into the
Recordkeeping Account.
8. RIGHT TO ADJUST PARTICIPATION OR TO WITHDRAW.
8.1 A Participant may, at any time during a Purchase Period, direct
the Company to make no further deductions from his or her Compensation or
to adjust the amount of such deductions. Upon either of such actions,
future payroll deductions with respect to such Participant shall cease or
be adjusted in accordance with the Participant's direction.
8.2 Any Participant who stops payroll deductions may not thereafter
resume payroll deductions during such calendar quarter.
8.3 At any time before the end of a Purchase Period, any Participant
may also withdraw from the Plan. In such event, all future payroll
deductions shall cease and the entire credit balance in the Participant's
Recordkeeping Account will be paid to the Participant, without interest,
in cash within 15 days. A Participant who withdraws from the Plan will not
be eligible to reenter the Plan until the next succeeding calendar
quarter.
8.4 Notification of a Participant's election to adjust or terminate
deductions, or to withdraw from the Plan, shall be made by the filing of
an appropriate notice to such effect with the Company.
9. TERMINATION OF EMPLOYMENT. If the employment of a Participant is
terminated for any reason, including death, disability, or retirement, the
entire balance in the Participant's Recordkeeping Account will be applied to
the purchase of shares as provided in Section 10.1 as of the last day of the
Purchase Period in which the Participant's employment terminated; except that
if such Participant so requests prior to the last day of such Purchase
Period, the Company shall refund in cash within 15 days all amounts credited
to his or her Recordkeeping Account.
10. PURCHASE OF SHARES.
10.1 As of the last day of the Purchase Period, the entire credit
balance in each Participant's Recordkeeping Account will be used to
purchase shares (including fractional shares) of Common Stock (subject to
the limitations of Section 5) unless the Participant has filed an
appropriate form with the Company in advance of that date (which either
elects to purchase a specified number of shares which is less than the
number described above or elects to receive the entire credit balance in
cash). Any amount in a Participant's Recordkeeping Account that is not
used to purchase shares pursuant to this Section 10.1 will be refunded to
the Participant.
10.2 Shares of Common Stock acquired by each Participant shall be held
by the Company's Investment Services Department in a general account
maintained for the benefit of all Participants.
10.3 Certificates for the number of whole shares of Common Stock,
determined as aforesaid, purchased by each Participant shall be issued and
delivered to him or her only upon request of the Participant or his or her
representative directed to the Company. No Certificates for fractional
shares will be issued. Instead, Participants will receive a cash
distribution representing any fractional shares.
10.4 Dividends with respect to a Participant's shares held in the
general account will, at the election of the Participant, either be paid
to the Participant in cash or reinvested in additional shares of Common
Stock. If a Participant fails to make such an election, all dividends with
respect to the Participant's shares held in the general account will
automatically be reinvested to purchase additional shares of Common Stock.
10.5 Each Participant will be entitled to vote all shares held for the
benefit of such Participant in the general account.
11. RIGHTS AS A STOCKHOLDER. A Participant shall not be entitled to any of
the rights or privileges of a stockholder of the Company with respect to such
shares, including the right to receive any dividends which may be declared by
the Company, until (i) he or she actually has paid the purchase price for
such shares and (ii) either the shares have been credited to his or her
account or certificates have been issued to him or her, both as provided in
Section 10.
12. RIGHTS NOT TRANSFERABLE. A Participant's rights under this Plan are
exercisable only by the Participant during his or her lifetime, and may not
be sold, pledged, assigned or transferred in any manner other than by will or
the laws of descent and distribution. Any attempt to sell, pledge, assign or
transfer the same shall be null and void and without effect. The amounts
credited to a Recordkeeping Account may not be assigned, transferred, pledged
or hypothecated in any way, and any attempted assignment, transfer, pledge,
hypothecation or other disposition of such amounts will be null and void and
without effect.
13. ADMINISTRATION OF THE PLAN. This Plan shall be administered by the
Committee, which is authorized to make such uniform rules as may be necessary
to carry out its provisions. The Committee shall determine any questions
arising in the administration, interpretation and application of this Plan,
and all such determinations shall be conclusive and binding on all parties.
14. ADJUSTMENT UPON CHANGES IN CAPITALIZATION. In the event of any change in
the Common Stock of the Company by reason of stock dividends, split-ups,
corporate separations, recapitalizations, mergers, consolidations,
combinations, exchanges of shares and the like, the aggregate number and
class of shares available under this Plan and the number, class and purchase
price of shares available but not yet purchased under this Plan, shall be
adjusted appropriately by the Committee.
15. REGISTRATION OF CERTIFICATES. Stock certificates will be registered in
the name of the Participant, or jointly in the name of the Participant and
another person, as the Participant may direct on an appropriate form.
16. AMENDMENT OF PLAN. The Board of Directors may at any time amend this Plan
in any respect which shall not adversely affect the rights of Participants
pursuant to shares previously acquired under the Plan, except that, without
stockholder approval on the same basis as required by Section 19.1, no
amendment shall be made (i) to increase the number of shares to be reserved
under this Plan, (ii) to decrease the minimum purchase price, (iii) to
withdraw the administration of this Plan from the Committee, or (iv) to
change the definition of employees eligible to participate in the Plan.
17. EFFECTIVE DATE OF PLAN. This Plan shall consist of an offering commencing
July 1, 1994 and ending July 31, 1994 and continuing on a monthly basis
thereafter. All rights of Participants in any offering hereunder shall
terminate at the earlier of (i) the day that Participants become entitled to
purchase a number of shares of Common Stock equal to or greater than the
number of shares remaining available for purchase or (ii) at any time, at the
discretion of the Board of Directors, after 30 days' notice has been given to
all Participants. Upon termination of this Plan, shares of Common Stock shall
be issued to Participants in accordance with Section 10, and cash, if any,
remaining in the Participants' Recordkeeping Accounts shall be refunded to
them, as if the Plan were terminated at the end of a Purchase Period.
18. GOVERNMENTAL REGULATIONS AND LISTING. All rights granted or to be granted
to Eligible Employees under this Plan are expressly subject to all applicable
laws and regulations and to the approval of all governmental authorities
required in connection with the authorization, issuance, sale or transfer of
the shares of Common Stock reserved for this Plan, including, without
limitation, there being a current registration statement of the Company under
the Securities Act of 1933, as amended, covering the shares of Common Stock
purchasable on the last day of the Purchase Period applicable to such shares,
and if such a registration statement shall not then be effective, the term of
such Purchase Period shall be extended until the first business day after the
effective date of such a registration statement, or post-effective amendment
thereto. If applicable, all such rights hereunder are also similarly subject
to effectiveness of an appropriate listing application to the New York Stock
Exchange, covering the shares of Common Stock under the Plan upon official
notice of issuance.
19. MISCELLANEOUS.
19.1 This Plan shall be submitted for approval by the stockholders of
the Company prior to January 31, 1995. If not so approved prior to such
date, this Plan shall terminate on February 1, 1995.
19.2 This Plan shall not be deemed to constitute a contract of
employment between the Company and any Participant, nor shall it interfere
with the right of the Company to terminate any Participant and treat him
or her without regard to the effect which such treatment might have upon
him or her under this Plan.
19.3 Wherever appropriate as used herein, the masculine gender may be
read as the feminine gender, the feminine gender may be read as the
masculine gender, the singular may be read as the plural and the plural
may be read as the singular.
19.4 The Plan, and all agreements hereunder, shall be construed in
accordance with and governed by the laws of the State of Minnesota.
19.5 Delivery of shares of Common Stock or of cash pursuant to this
Plan shall be subject to any required withholding taxes. A person entitled
to receive shares of Common Stock may, as a condition precedent to
receiving such shares, be required to pay the Company a cash amount equal
to the amount of any required withholdings.
PIPER JAFFRAY COMPANIES INC.
NOTICE OF
ANNUAL MEETING
OF SHAREHOLDERS
TIME
WEDNESDAY, JANUARY 25, 1995
AT 3:00 P.M. (CENTRAL STANDARD TIME)
PLACE
LUTHERAN BROTHERHOOD AUDITORIUM
625 FOURTH AVENUE SOUTH
MINNEAPOLIS, MINNESOTA
IMPORTANT
PLEASE DATE AND SIGN YOUR
PROXY CARD AND RETURN IT PROMPTLY
USING THE ENCLOSED REPLY ENVELOPE.
PIPER JAFFRAY COMPANIES INC.
PIPER JAFFRAY TOWER
222 SOUTH NINTH STREET
MINNEAPOLIS, MINNESOTA 55402
THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS
The undersigned hereby appoints David E. Rosedahl, Pamela J. Schmidt and
Paula H. Phillippe, and each of them, as Proxies, each with the power to
appoint his or her substitute, and hereby authorizes them to represent and to
vote, as designated below, all the shares of capital stock of Piper Jaffray
Companies Inc. held of record by the undersigned on December 6, 1994, at the
Annual Meeting of Shareholders to be held on January 25, 1995, or any
adjournment thereof.
PROXY
1. ELECTION OF DIRECTORS
R. BURNET, W. ELLIS, K. HALBREICH, J. MCELROY, JR., A. PIPER, R. SLIFKA AND
D. STANLEY
[ ] FOR all nominees listed above [ ] WITHHOLD AUTHORITY
(except as marked to the to vote for all
contrary below) nominees listed above
(INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name in the space provided below.)
2. TO ACT UPON A PROPOSAL TO APPROVE THE 1995 EXECUTIVE PERFORMANCE BONUS
PLAN.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. TO ACT UPON A PROPOSAL TO APPROVE THE PIPER JAFFRAY COMPANIES INC. STOCK
INVESTMENT PLAN.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
4. PROPOSAL TO APPROVE THE APPOINTMENT OF DELOITTE & TOUCHE LLP as the
independent auditors of the Company for the 1995 fiscal year.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER(S). IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED FOR PROPOSALS 1, 2, 3 AND 4. THE PROXIES ARE AUTHORIZED TO VOTE
THIS PROXY IN THEIR DISCRETION WITH RESPECT TO OTHER MATTERS WHICH MAY
PROPERLY COME BEFORE THE MEETING.
Please sign exactly as name appears below. When shares are held by joint
tenants, both should sign. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such. If a corporation, please
sign in full corporate name by President or other authorized officer. If a
partnership, please sign in partnership name by authorized person.
Signature
Signature if held jointly
Dated:
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY
CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
