SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
April 12, 2007
Date of report (Date of earliest event reported)
PIPER JAFFRAY COMPANIES
(Exact Name of Registrant as Specified in its Charter)
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| Delaware
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1-31720
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30-0168701 |
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| (State of Incorporation)
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(Commission File Number)
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(I.R.S. Employer |
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Identification No.) |
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800 Nicollet Mall, Suite 800 |
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Minneapolis, Minnesota
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55402 |
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(Address of Principal Executive Offices)
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(Zip Code) |
(612) 303-6000
(Registrant’s Telephone Number, Including Area Code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
TABLE OF CONTENTS
Item 1.01. Entry into a Material Definitive Agreement
On April 12, 2007, Piper Jaffray Companies (the “Company”), Piper Jaffray Newco Inc., a wholly
owned subsidiary of the Company (the “Purchaser”), WG CAR, LLC, Charles D. Walbrandt, Joseph E.
Gallagher, Jr., Wiley D. Angell, James J. Cunnane, Jr. and Mohammed Riad entered into an Agreement
of Purchase and Sale (the “Agreement”), pursuant to which the Purchaser agreed to purchase all of
the issued and outstanding membership interests in Fiduciary Asset Management, LLC, a Missouri
limited liability company (“FAMCO”). FAMCO is an investment management firm based in St. Louis,
Missouri. The purchase price under the Agreement is $66.4 million in cash at the time of
close, subject to adjustment based on the working capital and revenue run-rate of FAMCO as of
closing, and future cash consideration contingent on the performance of FAMCO in each of the 2008,
2009 and 2010 calendar years.
The Company currently expects the transaction covered by the Agreement to close in the third
quarter of 2007, subject to certain regulatory approvals and customary closing conditions,
including the receipt of third-party consents.
The foregoing summary of the Agreement is qualified in its entirety by reference to the full
text of the Agreement, which is attached as Exhibit 2.1 to this Current Report on Form 8-K.
Item 7.01 Regulation FD Disclosure
On April 12, 2007, the Company issued a press release announcing the execution of the
Agreement. This press release is furnished as Exhibit 99.1 hereto. Furnished as Exhibit 99.2 hereto
is a copy of a publicly available presentation to be made on April 13, 2007 by the Company’s
management to analysts and investors. The information contained in Exhibit 99.1 and Exhibit 99.2
is being furnished pursuant to Item 7.01 of this Current Report on Form 8-K, and shall not be
deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), or otherwise subject to the liabilities under Section 18. Furthermore, the
information contained in Exhibit 99.1 and Exhibit 99.2 shall not be deemed to be incorporated by
reference into the filings of the Company under the Securities Act of 1933, as amended, or the
Exchange Act.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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2.1 |
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Agreement of Purchase and Sale dated April 12, 2007 among Piper Jaffray
Companies, Piper Jaffray Newco Inc., WG CAR, LLC, Charles D. Walbrandt, Joseph E.
Gallagher, Jr., Wiley D. Angell, James J. Cunnane, Jr. and Mohammed Riad (excluding
schedules and exhibits, which Piper Jaffray Companies agrees to furnish to the
Securities and Exchange Commission upon request) |
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99.1 |
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Press Release dated April 13, 2007 |
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99.2 |
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Presentation to Analysts and Investors to be made on April 13, 2007 |
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