Piper Jaffray Completes Spin-Off From U.S. Bancorp

Dec 31, 2003, 00:00 ET from Piper Jaffray Companies

    MINNEAPOLIS, Dec. 31 /PRNewswire-FirstCall/ -- Today Piper Jaffray
 Companies (NYSE:   PJC) completed the investment firm's spin-off from U.S.
 Bancorp (NYSE:   USB), which was announced earlier this year.  Shares of Piper
 Jaffray Companies common stock were distributed to U.S. Bancorp shareholders
 in the form of a tax-free stock dividend, which dividend was paid today in the
 amount of one one-hundredth of a share of Piper Jaffray's common stock for
 each share of U.S. Bancorp common stock held by U.S. Bancorp shareholders of
 record as of 5:00 p.m. EST on December 22, 2003.  U.S. Bancorp shareholders
 will receive cash in lieu of any fractional shares of Piper Jaffray common
 stock resulting from the distribution.
     "This is a truly momentous day in our firm's 109-year history," said
 Andrew Duff, chairman and chief executive officer of Piper Jaffray.  "We are
 thrilled to be reestablishing ourselves as an independent public company -- a
 company committed to serving clients based on the guiding principles of
 integrity, trust, partnership and community involvement."
     Piper Jaffray is a client-focused securities firm dedicated to delivering
 superior financial advice, investment products and transaction execution
 within selected middle-market sectors of the financial services marketplace.
     "We believe the middle-market niche presents a unique opportunity to
 continue to grow a strong business platform," said Mr. Duff.  "In our view,
 middle-market clients no longer receive consistent attention from some
 securities firms that have been acquired or have elected to target larger
     In completing its spin-off from U.S. Bancorp, Piper Jaffray plans to build
 employee ownership over time.  Mr. Duff stated that he believes providing
 employees this opportunity is essential to attracting and retaining top
 talent, and directly enhances the quality of client service.
     "Piper Jaffray has had an extensive history of giving back to the
 communities in which its employees work and live," said Mr. Duff.  "We are
 deeply committed to building stronger communities through collaborative
 philanthropy, providing non-profits with financial support as well as our
 employees' time and expertise."  The firm will announce specifics of the new
 community involvement program after the beginning of the New Year.
     As previously announced, Mr. Duff is the chairman of the board and chief
 executive officer of Piper Jaffray Companies, with Addison L. (Tad) Piper
 serving as vice chairman of the firm.  Other individuals named to Piper
 Jaffray's board include Michael R. Francis, executive vice president,
 Marketing for Target Corporation; B. Kristine Johnson, president and managing
 partner of Affinity Capital Management; Samuel L. Kaplan, partner with the law
 firm of Kaplan, Strangis and Kaplan, P.A.; Frank L. Sims, corporate vice
 president, Transportation and Product Assurance for Cargill, Inc.; and Richard
 A. Zona, chairman and chief executive officer of Zona Financial LLC.
     Headquartered in Minneapolis, Piper Jaffray is a client-focused securities
 firm dedicated to delivering superior financial advice, investment products
 and transaction execution within selected sectors of the financial services
 marketplace.  The company operates through two primary revenue-generating
 segments -- Capital Markets and Private Client Services.  Investment Research,
 an independent group reporting to the CEO, supports clients of both segments.
 The firm serves corporations, government and non-profit entities, and
 institutional investors on a national basis and serves the financial advisory
 needs of private individuals predominantly across the western half of the
 United States.  The firm has over 2900 employees in 123 offices in 23 states
 across the country and in London, England.  For more information about Piper
 Jaffray, visit us online at www.piperjaffray.com .
     Forward-Looking Statements.
     This press release contains forward-looking statements.  Statements that
 are not historical or current facts, including statements about beliefs and
 expectations, are forward-looking statements.  These forward-looking
 statements cover, among other things, the future prospects of Piper Jaffray
 Companies.  Forward-looking statements involve inherent risks and
 uncertainties, and important factors could cause actual results to differ
 materially from those anticipated, including the following (1) following our
 spin-off from U.S. Bancorp, we may experience increased costs resulting from
 decreased purchasing power and size compared to that provided by our
 association with U.S. Bancorp prior to the spin-off, (2) we will compete with
 U.S. Bancorp with respect to clients we both serviced prior to the spin-off
 and may not be able to retain these clients, (3) the continued ownership of
 U.S. Bancorp common stock and options by our executive officers and some of
 our directors will create, or will appear to create, conflicts of interest,
 (4) we have agreed to certain restrictions to preserve the tax treatment of
 the spin-off, which reduce our strategic and operating flexibility, (5) we
 have agreed to indemnify U.S. Bancorp for taxes and related losses resulting
 from any actions we take that cause the spin-off to fail to qualify as a
 tax-free transaction, (6) developments in market and economic conditions have
 in the past adversely affected, and may in the future adversely affect, our
 business and profitability, (7) we may not be able to compete successfully
 with other companies in the financial services industry, (8) our underwriting
 and market-making activities may place our capital at risk, (9) an inability
 to readily divest or transfer trading positions may result in financial losses
 to our business, (10) use of derivative instruments as part of our risk
 management techniques may place our capital at risk, while our risk management
 techniques themselves may not fully mitigate our market risk exposure, (11) an
 inability to access capital readily or on terms favorable to us could impair
 our ability to fund operations and could jeopardize our financial condition,
 (12) our data processing, financial and accounting systems are critical
 components of our operations and the failure of those systems may disrupt our
 business, cause financial loss and constrain our growth, (13) our business is
 subject to extensive regulation which limits our business activities, and a
 significant regulatory action against our company may have a material adverse
 financial effect or cause significant reputational harm, (14) regulatory
 capital requirements may adversely affect our ability to expand or maintain
 present levels of our business or impair our ability to meet our financial
 obligations, (15) our exposure to legal liability is significant, and could
 lead to substantial damages and restrictions on our business going forward,
 (16) we may suffer losses if our reputation is harmed, and (17) other factors
 identified in the "Risk Factors" section and elsewhere in our Registration
 Statement on Form 10 and in our subsequent reports filed with the SEC.  These
 reports are available at our website at www.piperjaffray.com and at the SEC's
 website at www.sec.gov .  Forward-looking statements speak only as of the date
 they are made, and we undertake no obligation to update them in light of new
 information or future events.

SOURCE Piper Jaffray Companies