UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities and Exchange Act of 1934
Piper Jaffray Companies, Inc.
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(Name of Issuer)
Common Stock, Par Value $1.00 Per Share
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(Title of Class of Securities)
724-081-104
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(CUSIP Number)
Check the following box if a fee is being paid with this statement [ ]. (A fee
is not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent of less of such class.)
(See rule 13d-7).
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
CUSIP NO. 724-081-104 13G PAGE 2 OF 11 PAGES
-----------
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Carl Marks Management Company, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5 SOLE VOTING POWER
501,800 shares
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY
EACH 7 SOLE DISPOSITIVE POWER
501,800 shares
REPORTING
PERSON WITH 8 SHARED DISPOSITIVE POWER
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
501,800 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.7%
12 TYPE OF REPORTING PERSON*
IA, PN
<PAGE>
CUSIP NO. 724-081-104 13G PAGE 3 OF 11 PAGES
-----------
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Andrew M. Boas
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF 5 SOLE VOTING POWER
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
532,800 shares
OWNED BY
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 8 SHARED DISPOSITIVE POWER
532,800 shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
532,800 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.8%
12 TYPE OF REPORTING PERSON*
HC, IN
<PAGE>
CUSIP NO. 724-081-104 13G PAGE 4 OF 11 PAGES
-----------
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Robert C. Ruocco
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF 5 SOLE VOTING POWER
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
532,800 shares
OWNED BY
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 8 SHARED DISPOSITIVE POWER
532,800 shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
532,800 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.8%
12 TYPE OF REPORTING PERSON*
HC, IN
<PAGE>
ITEM 1
(A) NAME OF ISSUER
Piper Jaffray Companies, Inc.
(B) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
222 South Ninth St.
Minneapolis, Minnesota 55402-3804
ITEM 2
(A) NAME OF PERSON FILING
This Schedule is being jointly filed by Carl Marks Management
Company, L.P., a registered investment adviser ("CMMC"), and
the two individual general partners of CMMC, Messrs. Andrew M.
Boas ("Boas") and Robert C. Ruocco ("Ruocco").
(B) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
135 E. 57th Street
New York, New York 10022
(C) CITIZENSHIP
(i) CMMC -- A Delaware limited partnership
(ii) Messrs. Boas and Ruocco -- United States of America
Citizens
(D) TITLE OF CLASS OF SECURITIES
Common Stock, par value $1.00 per share
(E) CUSIP NUMBER
724-081-104
ITEM 3 IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B), OR
13D-2(B), CHECK WHETHER THE PERSON FILING IS A:
(a) [ ] Broker or Dealer registered under Section 15 of the
Act
(b) [ ] Bank as defined in section 3(a)(6) of the Act
(c) [ ] Insurance Company as defined in section 3(a)(19)
of the Act
(d) [ ] Investment Company registered under section 8 of
the Investment Company Act
(e) [X] Investment Adviser registered under section 203 of
the Investment Advisers Act of 1940 (CMMC)
(f) [ ] Employee Benefit Plan, Pension Fund which is
subject to the provisions of the Employee
Retirement Income Security Act of 1974 or Endowment
Fund; see ss. 240.13d-1(b)(1)(ii)(F)
<PAGE>
(g) [X] Parent Holding Company, in accordance with ss.
240.13d-1(b)(ii)(G) (Note: See Item 7) (Boas and
Ruocco)
(h) [ ] Group, in accordance with ss.
240.13d-1(b)(1)(ii)(H)
ITEM 4 OWNERSHIP
<TABLE>
<CAPTION>
CMMC
----
<S> <C>
(a) Amount Beneficially Owned = 501,800 shares
(b) Percent of Class = 2.7%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 501,800 shares
(ii) shared power to vote or to direct the vote: None
(iii) sole power to dispose or to direct the
disposition of: 501,800 shares
(iv) shared power to depose or to direct
disposition of: None
Boas
----
(a) Amount Beneficially Owned = 532,800 shares
(b) Percent of Class = 2.8%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: None
(ii) shared power to vote or to direct the vote: 532,800 shares
(iii) sole power to dispose or to direct the
disposition of: None
(iv) shared power to dispose or to direct
disposition of: 532,800 shares
Ruocco
------
(a) Amount Beneficially Owned = 532,800 shares
(b) Percent of Class = 2.8%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: None
(ii) shared power to vote or to direct the vote: 532,800 shares
(iii) sole power to dispose or to direct the
disposition of: None
(iv) shared power to dispose or to direct
disposition of: 532,800 shares
</TABLE>
ITEM 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
IF THIS STATEMENT IS BEING FILED TO REPORT THE FACT THAT AS OF
THE DATE HEREOF THE REPORTING PERSON HAS CEASED TO BE THE
BENEFICIAL OWNER OF MORE THAN FIVE PERCENT OF THE CLASS OF
SECURITIES, CHECK THE FOLLOWING [X]
ITEM 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON
Page 6 of 11 Pages
<PAGE>
Various funds, partnerships and accounts directly or
indirectly managed by one or more of the reporting persons
have the right to receive the receipt of dividends from, or
the proceeds from the sale of, the shares of Common Stock
reported herein. No such party beneficially owns more than 5%
of the class.
ITEM 7 IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
COMPANY
Messrs. Boas and Ruocco are filing this Schedule as
individuals each eligible to be treated as a "parent holding
company" under Rule 13d-1(b)(ii)(G). See Exhibit 99.2 to this
Schedule for a list of their respective subsidiaries.
ITEM 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
Not applicable
ITEM 9 NOTICE OF DISSOLUTION OF GROUP
Not applicable
ITEM 10 CERTIFICATION
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired in
the ordinary course of business and were not acquired for the
purpose of and do not have the effect of changing or
influencing the control of the issuer of such securities and
were not acquired in connection with or as a participant in
any transaction having such purposes or effect.
Page 7 of 11 Pages
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Date: February 5, 1998
CMMC
By: /s/ Robert C. Ruocco
-------------------------------
Title: General Partner
/s/ Andrew M. Boas
-------------------------------
ANDREW M. BOAS
/s/ Robert C. Ruocco
-------------------------------
ROBERT C. RUOCCO
Page 8 of 11 Pages
EXHIBIT 99.1
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JOINT SCHEDULE 13G FILING AGREEMENT
-----------------------------------
This JOINT SCHEDULE 13G FILING AGREEMENT, made as of the 14th
day of FEBRUARY, 1998, by and among Carl Marks Management Company, L.P.
("CMMC"), a Delaware limited partnership, and Andrew M. Boas ("Boas") and Robert
C. Ruocco ("Ruocco"), individually.
W I T N E S S E T H:
That, in consideration of the promises herein contained, the
parties hereto agree as follows:
1. JOINT FILING. CMMC and Boas and Ruocco agree to file from
time to time joint Schedules 13G with respect to the beneficial ownership of
securities by CMMC (or by such other parties as may be deemed beneficially owned
by any of such parties), and to file jointly any further amendments or schedules
that may be required with respect to such ownership.
2. REPRESENTATIONS AND WARRANTIES. Each of the parties hereto
represents and warrants to the others that it is eligible to file a Schedule 13G
and each warrants to the others that all information regarding such persons
provided for use in preparing a Schedule 13G pursuant hereto and any amendments
thereto shall be accurate and complete.
3. RESPONSIBILITY FOR FILING. Each party hereto retains
responsibility, as required by Securities and Exchange Commission's regulations,
for the timely filing of any and all Schedules 13G and any amendments thereto
and for the completeness and accuracy of the information concerning such party.
Each party hereto is not responsible, however, for the completeness and accuracy
of the information concerning the other parties hereto, unless such person knows
or has reason to believe that such information is inaccurate.
4. DISCLAIMER OF GROUP. Each party disclaims the existence of
a "group" with any other party, and as between any and all entities which may
beneficially own directly the securities
Page 9 of 11 Pages
<PAGE>
which may be reported in one or more Schedules 13G pursuant hereto, except as
otherwise expressly stated in such Schedules.
IN WITNESS WHEREOF, the parties hereto have set their hands as
of the 5th day of February, 1998.
CARL MARKS MANAGEMENT COMPANY, L.P.
By: /s/ Robert C. Ruocco
-------------------------------
Title: General Partner
/s/ Andrew M. Boas
-------------------------------
ANDREW M. BOAS
/s/ Robert C. Ruocco
-------------------------------
ROBERT C. RUOCCO
Page 10 of 11 Pages
EXHIBIT 99.2
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SUBSIDIARIES OF PARENT HOLDING COMPANIES
----------------------------------------
The following are the respective "subsidiaries" of the
individual reporting persons treated as "parent holding companies":
BOAS and RUOCCO
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Carl Marks Management Company, L.P., a registered investment
adviser (501,800 shares).
Carl Marks Offshore Management, Inc., an unregistered
investment adviser holding less than 1% (0.2%) of the
outstanding shares in accordance with Rule 13d-1(b)(ii)(G).
Page 11 of 11 Pages
