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
[ ] Confidential, for use of the Commission only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to 240.14a-11(c) or [ ] 240.14a-12
PIPER JAFFRAY COMPANIES
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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 (set forth the amount on which
the filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] 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:
PIPER JAFFRAY
COMPANIES
Notice of Annual Meeting and Proxy Statement
1997
Piper Jaffray Companies Inc.
PIPER JAFFRAY TOWER
222 SOUTH NINTH STREET MINNEAPOLIS, MINNESOTA 55402
Dear Fellow Shareholders:
In the first year of our second century of business, we once again were reminded
of the importance of working together on behalf of our shareholders. We look
forward to our annual meeting and the opportunity to speak directly to our
fellow shareholders about our accomplishments and the challenges we faced in
1996.
You are invited to attend the Piper Jaffray Companies Inc. Annual Meeting on
Wednesday, January 22, 1997, at 4:00 p.m. (Pacific Standard Time) at the Palace
Hotel, 2 New Montgomery Street, San Francisco, California.
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 reply
envelope.
Sincerely,
/s/ Addison L. Piper
Addison L. Piper
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
/s/ William H. Ellis
William H. Ellis
PRESIDENT
/s/ Andrew S. Duff
Andrew S. Duff
PRESIDENT, PIPER JAFFRAY INC.
December 27, 1996
Piper Jaffray Companies Inc.
PIPER JAFFRAY TOWER
222 SOUTH NINTH STREET MINNEAPOLIS, MINNESOTA 55402
NOTICE OF ANNUAL MEETING
OF SHAREHOLDERS
JANUARY 22, 1997
The Annual Meeting of Shareholders of Piper Jaffray Companies Inc. will be held
at the Palace Hotel, 2 New Montgomery Street, San Francisco, California, on
Wednesday, January 22, 1997 at 4:00 p.m. (Pacific Standard Time) for the
following purposes:
(1) To elect seven directors for the ensuing year.
(2) To act upon a proposal to amend the Piper Jaffray Companies Inc.
Stock Investment Plan.
(3) 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 November 29,
1996 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
/s/ David E. Rosedahl
David E. Rosedahl
SECRETARY
December 27, 1996
Piper Jaffray Companies Inc.
PIPER JAFFRAY TOWER
222 SOUTH NINTH STREET MINNEAPOLIS, MINNESOTA 55402
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
JANUARY 22, 1997
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 22,
1997, 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 27, 1996.
There were outstanding on November 29, 1996, the record date for shareholders
entitled to vote at the meeting, 18,202,349 shares of common stock, each share
being entitled to one vote. So far as is known to the Company, the following is
the only beneficial owner of more than 5% of the outstanding common stock of the
Company as of November 29, 1996.
NUMBER
OF SHARES PERCENT OF
NAME AND ADDRESS BENEFICIALLY OUTSTANDING
OF BENEFICIAL OWNER OWNED SHARES
------------------- ------------ -----------
Piper Jaffray Companies ESOP 7,405,281 40.68%
(the "Trust")
Suite 1600
222 South Ninth Street
Minneapolis, Minnesota 55402
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 Andrew S. Duff, 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. With the exception of Andrew
S. Duff, each nominee is 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. John L. McElroy, Jr., a current
director of the Company, is not standing for re-election at the meeting.
Information regarding the nominees is set forth below.
<TABLE>
<CAPTION>
<S> <C>
[PHOTO] ADDISON L. PIPER AGE 50 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.
[PHOTO] WILLIAM H. ELLIS AGE 54 DIRECTOR SINCE 1981
PRESIDENT
President of the Company for more than five years. From March 1983
to December 1995, Mr. Ellis served as the Chief Operating Officer
of the Company and of Piper Jaffray; and from November 1982 to
December 1995, President of Piper Jaffray. Mr. Ellis is also
Chairman of the Board, Chief Executive Officer and President of
Piper Capital Management Incorporated ("Piper Capital"). 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 serves as an investment adviser.
[PHOTO] ANDREW S. DUFF AGE 38 DIRECTOR-NOMINEE
PRESIDENT OF PIPER JAFFRAY
President of Piper Jaffray since January 1996. From October 1994
to January 1996, Mr. Duff served as the Director of Fixed Income
Capital Markets of Piper Jaffray; from February 1993 to October
1994, Manager of Institutional Sales and Trading of Piper Jaffray;
and from January 1991 to February 1993, Manager of Institutional
Sales of Piper Jaffray; and from August 1980 to January 1991,
Investment Executive, Institutional Fixed Income Sales of Piper
Jaffray.
[PHOTO] RALPH W. BURNET AGE 51 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, Mr.
Burnet served as 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 47 DIRECTOR SINCE 1994
DIRECTOR
Director of the Walker Art Center, Minneapolis, Minnesota, since
March 1991. From 1988 to 1990, Ms. Halbreich served as Curator of
Contemporary Art for the Museum of Fine Arts, Boston,
Massachusetts.
[PHOTO] ROBERT S. SLIFKA AGE 55 DIRECTOR SINCE 1988
DIRECTOR
Independent Financial Consultant since January 1996. From October
1992 to January 1996, Mr. Slifka served as Chief Executive Officer
and President of Loan Guarantee Investment Corporation (lessor of
commercial equipment under leases originated through commercial
banks) 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 61 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, 1996, each non-employee director of the
Company received a fee of $23,350 for services as a director of the Company and
of Piper Jaffray. All non-employee directors elected to defer all or a portion
of their cash compensation until January of 1997. At that time they will receive
restricted shares of the Company's common stock in lieu of cash compensation at
120% of the cash value.
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 Ms. Halbreich and Messrs. Burnet,
McElroy, Slifka (Chairman) and Stanley. The Audit Committee is responsible for
recommending to the Board of Directors 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, 1996, the Audit
Committee met five times.
The Board of Directors has established an Executive Compensation Committee. The
current members of the Executive Compensation Committee are Ms. Halbreich and
Messrs. Burnet (Chairman), McElroy, and Slifka. 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, 1996, the Executive
Compensation Committee met five times.
The Board of Directors has established a Governance Committee. The current
members of the Governance Committee are Ms. Halbreich and Messrs. 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, 1996, the Governance Committee met five times.
DIRECTOR MEETINGS
During the fiscal year ended September 30, 1996, five 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 November 29, 1996 by each
director, each executive officer named in the Summary Compensation Table on page
6 of this Proxy Statement, and all 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.
NUMBER OF
SHARES PERCENT OF
BENEFICIALLY OUTSTANDING
OWNED SHARES
BENEFICIAL OWNER (1)(2)(3) (1)(2)(3)
---------------- --------- ---------
Addison L. Piper 565,999 3.08
William H. Ellis 324,703 1.77
Ralph W. Burnet 27,027 *
Andrew S. Duff 69,443 *
Kathy Halbreich 4,000 *
Bruce C. Huber 183,537 1.00
Dan L. Lastavich 160,932 *
John L. McElroy, Jr. 12,027 *
Robert S. Slifka 8,000 *
David Stanley 16,567(4) *
All directors and executive
officers as a group (17 persons) 2,041,259 10.69
*Less than 1%
(1) Includes shares held for the benefit of such persons by the Trust as
follows: Mr. Piper, 72,408; Mr. Ellis, 27,902; Mr. Duff, 16,943; Mr.
Huber, 50,973; Mr. Lastavich, 20,795; and all directors and executive
officers of the Company as a group, 305,591.
(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,
144,070; Mr. Ellis, 117,550; Mr. Burnet, 8,000; Mr. Duff, 44,000; Ms.
Halbreich, 4,000; Mr. Huber, 76,000; Mr. Lastavich, 91,600; Mr. McElroy,
8,000; Mr. Slifka, 8,000; Mr. Stanley, 8,000; and all directors and
executive officers of the Company as a group, 834,220.
(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, 12,250; Mr. Ellis, 10,400; Mr.
Duff, 1,700; Mr. Huber, 5,200; Mr. Lastavich, 5,000; and all directors and
executive officers of the Company as a group, 50,450.
(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
COMPENSATION
ANNUAL COMPENSATION ------------
------------------------------------------------- AWARDS
OTHER ------
ANNUAL OPTIONS ALL OTHER
FISCAL BONUS COMPENSATION (NUMBER OF COMPENSATION
NAME AND PRINCIPAL POSITION YEAR SALARY (1)(2) (3) SHARES)(4) (5)(6)(7)
- - --------------------------- ---- ------ ------ ------------ ---------- ------------
<S> <C> <C> <C> <C> <C> <C>
Addison L. Piper 1996 $235,000 $1,045,000 $87,461 22,000 12,360
Chairman of the Board and 1995 200,000 500,000 $45,842 22,000 13,252
Chief Executive Officer of the 1994 200,000 450,000 34,458 22,000 20,371
Company and of Piper Jaffray
William H. Ellis 1996 200,000 750,000 61,920 17,000 12,360
President of the Company and 1995 170,000 480,000 41,603 22,000 13,252
Chairman of the Board, 1994 170,000 450,000 31,962 22,000 20,371
Chief Executive Officer and
President of Piper Capital
Andrew S. Duff 1996 175,000 775,000 61,630 17,000 11,610
Managing Director of the Company 1995 135,000 358,000 28,311 27,000 13,252
and President of Piper Jaffray 1994 90,000 303,610 16,088 0 20,371
Bruce C. Huber 1996 160,000 1,005,000 78,942 14,000 37,721
Managing Director of the Company 1995 135,000 611,000 47,660 14,000 13,252
and Director of Equity Capital 1994 130,000 595,000 42,363 14,000 20,371
Markets of Piper Jaffray
Dan L. Lastavich 1996 160,000 790,000 61,919 14,000 12,360
Managing Director - Investments 1995 135,000 460,000 36,741 14,000 13,252
of Piper Jaffray (8) 1994 130,000 505,000 33,243 14,000 20,371
</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) 1994 bonus for Mr. Duff includes commissions of $230,610.
(3) Fiscal 1996 amounts represent payments in-lieu-of contributions to the
Trust. See "Report of the Executive Compensation Committee" herein.
(4) Includes for fiscal 1994, 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; Mr. Ellis, 11,000; Mr. Huber, 7,000;
and Mr. Lastavich, 7,000.
(5) Includes for fiscal 1996 $11,610 to be contributed by the Company to the
Trust for each of the named individuals. See "Report of the Executive
Compensation Committee" herein.
(6) Includes for fiscal 1996 matching contributions of $750 made by the
Company to the Piper Jaffray Companies 401(k) Plan for each of the named
individuals except Mr. Duff who did not receive a matching contribution.
See "Report of the Executive Compensation Committee" herein.
(7) Includes for fiscal 1996 for Mr. Huber, $25,361 of partnership interest in
the Second Century Growth Partnership. See "Report of the Executive
Compensation Committee" herein.
(8) Mr. Lastavich announced his resignation as Director of Individual Investor
Services of Piper Jaffray and as a member of the Company's Management
Committee effective October 1, 1996. Mr. Lastavich will continue to be
employed, full-time, by Piper Jaffray until September 30, 1999. Piper
Jaffray has agreed to pay Mr. Lastavich one and one-half times the average
of his compensation (including base salary and bonuses) for fiscal years
1994 through 1996, less applicable withholdings, in 36 equal installments
from October 1, 1996 through September 30, 1999. Piper Jaffray will also
continue to provide Mr. Lastavich with all benefits to which he was then
entitled as a Piper Jaffray employee and Management Committee member. Mr.
Lastavich will not be eligible for bonuses in fiscal years 1997 through
1999. Mr. Lastavich will retain ownership of all currently owned stock
options and will be eligible to participate in the Company's deferred
compensation plan. Mr. Lastavich has agreed to certain non-compete and
protection of confidential information restrictions.
STOCK OPTIONS
The following table summarizes option grants made during the fiscal year ended
September 30, 1996 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
PERCENT OF STOCK APPRECIATION FOR
OPTIONS TOTAL OPTION TERM (3)
GRANTED OPTIONS GRANTED EXERCISE EXPIRATION -----------------------------
NAME (1) (2) PRICE DATE 5% 10%
- - ---- ------ --------------- -------- ---------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Addison L. Piper 22,000 12.6% $13.50 1/24/2006 $186,782 $473,342
William H. Ellis 17,000 9.7% $13.50 1/24/2006 144,331 365,764
Andrew S. Duff 17,000 9.7% $13.50 1/24/2006 144,331 365,764
Bruce C. Huber 14,000 8.0% $13.50 1/24/2006 118,861 301,217
Dan L. Lastavich 14,000 8.0% $13.50 1/24/2006 118,861 301,217
</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.
(2) Reflects the percent of options granted to employees during the fiscal
year ended September 30, 1996 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.
The following table summarizes option exercises during the fiscal year ended
September 30, 1996 by the executive officers named in the Summary Compensation
Table, and the value of their unexercised options at September 30, 1996.
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 2,500 $26,938 24,250 132,070 $3,465 $398,751
William H. Ellis 0 0 19,200 102,750 3,388 239,739
Andrew S. Duff 0 0 17,900 27,800 1,386 43,240
Bruce C. Huber 0 0 15,300 17,900 2,002 105,317
Dan L. Lastavich 1,700 17,255 14,000 19,000 0 228,996
</TABLE>
- - -------------------------
(1) Represents shares acquired upon the exercise of options granted pursuant
to the Book Value Plan.
(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, 1996, 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,
1996, 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, 2,250; Mr. Ellis, 2,200; Mr. Duff, 900; and Mr.
Huber, 1,300.
(4) Includes shares subject to options granted pursuant to the Book Value Plan
as follows: for Mr. Piper, 10,000; Mr. Ellis, 8,200; Mr. Duff, 800; Mr.
Huber, 3,900; and Mr. Lastavich, 5,000.
REPORT OF THE EXECUTIVE COMPENSATION COMMITTEE
The Executive Compensation Committee (the "Committee") of the Board of Directors
is responsible for reviewing and approving compensation policies for executive
officers of the Company, which consist of members of the Management Committee,
including the five most highly compensated executive officers of the Company
named in the accompanying tables. 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 1996 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 caliber 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. Base
salaries are targeted to be near the average of financial services firms, with
bonuses constituting a high percentage of annual cash compensation. Executive
officers may also receive a cash payment in lieu of an ESOP contribution when
the executive's recognized compensation, or the executive's share of the
Company's calculated ESOP contribution is in excess of IRS limitations. Such
excess ESOP payments are shown under "Other Annual Compensation" in the Summary
Compensation Table.
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 executive officers are paid bonuses semi-annually
from one or both of two bonus pools that are based on the Company's earnings
performance. The Chief Executive Officer and certain executive officers whose
responsibilities primarily focus on administrative and operational aspects of
the Company receive their total bonus from these pools. These two bonus pools
combined are a maximum of 10% (7.6% actual for fiscal 1996) of the Company's
income before taxes after adjustment for certain litigation settlement expenses.
Such bonuses are paid pursuant to the 1995 Executive Performance Bonus Plan (the
"Executive Performance Bonus Plan"), approved by shareholders at the 1995 Annual
Meeting of Shareholders. 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. Management
Committee members whose responsibilities focus on a business unit are also paid
bonuses from bonus pools based upon the operating income of their respective
business units.
The structure and accrual rates for the executive bonus pools are reviewed
annually by the Committee. Performance bonus awards for the executive officers
are initially determined by the Chief Executive 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 and team 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,
150,000 shares in fiscal 1994, 153,000 shares in fiscal 1995 and 165,000
shares in fiscal 1996. All options so awarded vest immediately, have a
ten-year term, an exercise price equal to the fair market value on the date
of the grant ($14.50 in fiscal 1993, $16.50 in fiscal 1994, $10.625 in fiscal
1995 and $13.50 in fiscal 1996) and are first exercisable after one year.
In December 1994, the Committee approved the grant of stock options totaling
606,850 shares in January 1995 under the Omnibus Stock Plan to 732 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.
The Committee additionally approves long-term incentive awards to certain
officers of Piper Capital Management Incorporated, a wholly-owned subsidiary
of the Company ("Piper Capital"). Beginning in 1995, these awards consist of
options granted pursuant to the Piper Capital Management Incorporated 1995
Phantom Option Incentive Bonus Plan, a long-term incentive plan in which the
ultimate payment to participants is based on the increase in the pre-tax
earnings of Piper Capital over the holding period of the options. The goal of
this plan is to attract and retain senior portfolio managers and other key
executives and to reward them consistent with the long-term results of Piper
Capital.
Beginning in fiscal 1995, certain officers of Piper Jaffray became eligible
to participate in the investment activity of Second Century Growth
Partnership. The purpose of this investment partnership is to help motivate
and retain employees who are key contributors to the success of the Equity
Capital Markets business of Piper Jaffray, by providing them with a
compensation opportunity measured by the performance of certain investments
related to the focus of that business.
CHIEF EXECUTIVE OFFICER COMPENSATION
Mr. Piper's base salary was increased in fiscal 1996 to $235,000. His base
salary in fiscal 1995 was $200,000 and had not changed during the past three
fiscal years. Mr. Piper's base salary was adjusted by the Committee in
accordance with the base salary policy described earlier.
Mr. Piper's performance bonus for fiscal 1996 was $1,045,000, an increase of
109% from fiscal 1995. In fiscal 1996, the performance bonus represented
approximately 76% of Mr. Piper's cash compensation. His performance bonus was
based in part on the Company's pre-tax earnings performance after adjustment
for certain litigation settlement expenses. Mr. Piper's performance bonus for
fiscal 1995 was moderated by the Committee to reflect the Company's exposure
related to funds managed by Piper Capital. In fiscal 1996, the Committee
determined that such moderation was not required, given the resolution of
certain claims related to such funds.
Additional factors considered in determining Mr. Piper's performance bonus
for fiscal 1996 include his 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.
Mr. Piper received stock options in January 1996 to purchase 22,000 shares of
common stock under the Omnibus Stock Plan in accordance with the stock-based
compensation policy described earlier.
The Executive Compensation Committee believes that a significant portion of
executive compensation should be "at-risk" based on financial performance,
that it be aligned with shareholders through stock ownership, and that it is
competitive with financial services firms. We believe that the Company's
executive compensation practices meet these criteria.
THE EXECUTIVE COMPENSATION COMMITTEE
Ralph W. Burnet, Chairman
Kathy Halbreich
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 Financial Service Analytics Brokerage Firm Composite Stock Price Index (the
"FSA Composite Index") over the same period (assuming the investment of $100 in
each on September 30, 1991, and the reinvestment of all dividends). The FSA
Composite Index is comprised of 29 publicly held regional and national
securities firms, including the Company.
The perfomance graph contained in the Company's proxy statement for its 1996
Annual Meeting of Shareholders included a comparison to the Lipper Analytical
Brokerage Firm Composite Stock Price Index (the "Lipper Composite Index") which
is comprised of 30 publicly held regional and national securities firms,
including the Company. The securities firms included in the FSA Composite Index
are substantially the same as those included in the Lipper Composite Index. The
Company determined to change its comparative index due to the increased cost for
obtaining information relating to the Lipper Composite Index. As required by the
rules of the Securities and Exchange Commission, the following graph for this
transition year includes a comparison of the cumulative total shareholder return
to the Lipper Composite Index.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN AMONG
PIPER JAFFRAY COMPANIES, S&P 500 INDEX, FSA COMPOSITE INDEX AND LIPPER
COMPOSITE INDEX
[PLOT POINTS GRAPH]
<TABLE>
<CAPTION>
FISCAL YEAR ENDING SEPTEMBER
1991 1992 1993 1994 1995 1996
<S> <C> <C> <C> <C> <C> <C>
Piper Jaffray Companies Inc. 100.00 115.73 181.87 113.93 171.22 146.57
S&P 500 Index 100.00 111.04 125.44 130.06 168.70 202.98
FSA Composite Index 100.00 113.53 194.42 150.23 235.12 243.52
Lipper Composite Index 100.00 113.66 199.70 152.91 239.41 255.24
</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, 1996, 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 1996 fiscal year,
the Company makes the following disclosure. Mr. Stanberry inadvertently failed
to make a timely filing of his initial statement of beneficial ownership of
securities under Section 16(a) with respect to his ownership of securities of
the Company.
APPROVAL OF AMENDMENTS TO
THE PIPER JAFFRAY COMPANIES INC.
STOCK INVESTMENT PLAN
AMENDMENT OF THE STOCK INVESTMENT PLAN
At the meeting, the shareholders are being asked to approve amendments to the
Piper Jaffray Companies Inc. Stock Investment Plan (the "Stock Investment Plan")
to (1) increase the number of shares of common stock of the Company reserved for
issuance thereunder by 1,000,000 shares and (2) to reduce the minimum
eligibility period for participation in the Stock Investment Plan.
On April 20, 1994, the Board of Directors adopted the Stock Investment Plan and
on January 25, 1995, the shareholders of the Company approved the Stock
Investment Plan. The Stock Investment Plan originally authorized up to 1,000,000
shares of common stock to be available for distribution under the Stock
Investment Plan. As of November 29, 1996, 726,624 shares of common stock had
been distributed pursuant to the Stock Investment Plan and 273,376 shares of
common stock were available for future distribution. The Board of Directors
believes that the increase in the number of shares available for distribution
under the Stock Investment Plan approved by the Board of Directors on November
6, 1996, subject to shareholder approval, is necessary to accomplish the purpose
of the Stock Investment Plan.
The Board of Directors further amended the Stock Investment Plan on November 6,
1996, subject to shareholder approval, to reduce the minimum eligibility period
to the first of the month following hire date for full-time employees and
part-time employees with customary employment of at least twenty hours per week.
The Stock Investment Plan originally required full-time employees to complete
six months of continuous service and part-time employees to complete twelve
months of continuous service with customary employment of at least twenty hours
per week before being eligible to participate. The Board of Directors believes
that the reduction in the eligibility period is necessary to accomplish the
purpose of the Stock Investment Plan by encouraging immediate employee ownership
and to streamline administration.
On November 6, 1996, the Board of Directors also approved certain other changes
to the Stock Investment Plan, which do not require shareholder approval. The
summary of the Stock Investment Plan below reflects these changes.
PURPOSE
The purpose of the Stock 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 Stock Investment
Plan is an employee stock purchase plan under Section 423 of the Internal
Revenue Code of 1986, as amended (the "Code").
ADMINISTRATION
The Stock Investment Plan is administered by the Executive Compensation
Committee of the Board of Directors (the "Committee"). Subject to the provisions
of the Stock Investment Plan, the Committee is authorized to determine any
questions arising in the administration, interpretation and application of the
Stock 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
Stock 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. If the amendments to the Stock Investment Plan are approved at the
meeting, the total number of shares of common stock of the Company authorized
under the Stock Investment Plan would be 2,000,000, 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, and if purchases by
participants would exceed 2,000,000 shares, each participant would receive a
pro-rata amount of the common stock which may be sold.
Under the original terms of the Stock Investment Plan, any employee of the
Company or a parent or subsidiary corporation of the Company (including officers
and any directors who are also employees) is eligible to participate in the
Stock Investment Plan for any Purchase Period (as defined below) so long as, on
the first day of such Purchase Period, 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. If the amendments to the
Stock Investment Plan are approved at the meeting, such employee would be
eligible to participate so long as, on the first day of such Purchase Period,
such employee is a full-time employee or a part-time employee 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 Stock Investment
Plan for any Purchase Period by filing an enrollment form prior to the first
business day of the Purchase Period. The payroll deduction form will authorize
payroll deductions beginning with the first payday in such Purchase Period until
the employee modifies his or her authorization, withdraws from the Stock
Investment Plan or ceases to be eligible to participate.
No employee may participate in the Stock 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 3,033 employees who are eligible to
participate in the Stock Investment Plan. As of November 29, 1996, 726,624
shares of common stock of the Company have been purchased under the Stock
Investment Plan, including 3,554 shares purchased by executive officers of the
Company.
PARTICIPATION
An eligible employee who elects to participate in the Stock 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 Stock Investment Plan. A
participant may also elect to withdraw from the Stock 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. Re-enrollment for any participant who
stops payroll deductions or withdraws from the Stock Investment Plan will
occur when the participant signs a new payroll deduction form. Amounts
withheld under the Stock 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 Stock Investment Plan will be used to
purchase 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 Stock 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 or she
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 Stock 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. The Company
shall maintain individual subaccounts for each participant in such general
account to which shall be allocated such participant's shares of common stock
(including fractional shares to four decimal places). Certificates for the
number of whole shares of common stock purchased by a participant and maintained
for his or her benefit in the general account shall be issued and delivered to
him or her, or transferred to another account for his or her benefit, only upon
the request of such participant or his or her representative directed to the
Company; provided that no more than one such request shall be honored during any
calendar year commencing January 1, 1997. No certificates for fractional shares
will be issued and participants will instead receive cash representing any
fractional share. Except as provided herein, the shares of common stock held in
the general 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.
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 Stock 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 or she elects to receive a refund of all amounts
previously withheld. To the extent that a participant owns shares of common
stock held in the general accounted referred to above on the date such
participant's employment terminated, then such participant or his or her
representative will be issued a certificate representing such shares.
RIGHTS NOT TRANSFERABLE
The rights of a participant in the Stock Investment Plan are exercisable only by
the participant during his or her lifetime. No right or interest of any
participant in the Stock 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 Stock 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 Stock Investment Plan (except for
adjustment 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 Stock Investment Plan from the Committee, or
(iv) change the definition of employees eligible to participate in the Stock
Investment Plan.
TERMINATION
All rights of participants in any offering under the Stock 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 Stock 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 Stock 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.
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 amendments to the Stock Investment Plan. The Board of Directors
unanimously recommends a vote for approval of the proposed amendments, and the
enclosed proxy will be so voted unless otherwise directed.
THE BOARD RECOMMENDS A VOTE FOR APPROVAL OF THE AMENDMENTS TO THE STOCK
INVESTMENT PLAN.
APPOINTMENT OF AUDITORS
The Board of Directors appointed Deloitte & Touche LLP to act as independent
auditors of the Company for the fiscal year ending September 30, 1997. 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.
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 20, 1997, for inclusion in the proxy statement for such
annual meeting.
INFORMATIONAL MEETING
An informational meeting for shareholders of the Company will be held at the
Lutheran Brotherhood Auditorium, 625 Fourth Avenue South, Minneapolis,
Minnesota, on Monday, January 27, 1997, at 3:00 p.m. (Central Standard Time).
The purpose of the informational meeting is to provide shareholders with
information about the Company.
SHAREHOLDERS WILL NOT BE ABLE TO VOTE AT THE INFORMATIONAL MEETING ON MATTERS TO
BE PRESENTED FOR A VOTE AT THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON
JANUARY 22, 1997, IN SAN FRANCISCO, CALIFORNIA. IN ORDER TO CAST A VOTE ON
MATTERS TO BE VOTED UPON AT THE ANNUAL MEETING OF SHAREHOLDERS, A SHAREHOLDER
PLANNING TO ATTEND THE INFORMATION MEETING MUST SIGN, DATE AND RETURN THE
ENCLOSED PROXY OR VOTE IN PERSON AT THE ANNUAL MEETING OF SHAREHOLDERS.
Representatives of Deloitte & Touche LLP will attend the information meeting,
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.
By Order of the Board of Directors
/s/ David E. Rosedahl
David E. Rosedahl
SECRETARY
Piper Jaffray Companies Inc.
Notice of Annual Shareholders Meeting
Wednesday, January 22, 1997
4:00 P.m. (Pacific Standard Time)
Palace Hotel
2 New Montgomery Street
San Francisco, California
Important: Please sign and date 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 Addison L. Piper, David E. Rosedahl and Pamela
J. Schmidt, 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 November 29, 1996, at the Annual
Meeting of Shareholders to be held on January 22, 1997, or any adjournment
thereof.
PROXY
1. ELECTION OF DIRECTORS
R. BURNET, A. DUFF, W. ELLIS, K. HALBREICH, A. PIPER, R. SLIFKA
AND D. STANLEY
[ ] FOR all nominees listed above [ ] WITHHOLD AUTHORITY
(except as marked to the contrary to vote for all nominees listed
below) above
(INSTRUCTION: To withhold authority to vote for any individual nominee,
write that nominee's name in the space provided below.)
- - --------------------------------------------------------------------------------
(CONTINUED, AND TO BE SIGNED AND DATED, ON THE REVERSE SIDE)
2. TO ACT UPON A PROPOSAL TO AMEND THE PIPER JAFFRAY COMPANIES INC. STOCK
INVESTMENT PLAN.
[ ] 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 AND 2. 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.
TO BE EFFECTIVE, THIS PROXY MUST BE RECEIVED BY NORWEST BANK MINNESOTA,
N.A. NO LATER THAN JANUARY 16, 1997.
