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PJC > SEC Filings for PJC > Form 8-K on 11-Mar-2013All Recent SEC Filings

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Form 8-K for PIPER JAFFRAY COMPANIES


11-Mar-2013

Entry into a Material Definitive Agreement, Regulation FD Disclosure, Fin


Item 1.01. Entry Into A Material Definitive Agreement.

On March 8, 2013, Piper Jaffray Companies (the "Company"), Piper Jaffray Asset Management Inc., a wholly owned subsidiary of the Company (the "Seller"), Fiduciary Asset Management LLC, a wholly owned subsidiary of the Seller and an indirect wholly owned subsidiary of the Company ("FAMCO"), The Wiley Angell Family Trust (the "Purchaser"), and Wiley D. Angell, Chief Executive Officer and Chief Investment Officer of FAMCO (the "Principal"), entered into an Agreement of Purchase and Sale (the "Agreement") pursuant to which the Purchaser agreed to purchase from the Seller the membership interest representing 100% of the outstanding equity of FAMCO (the "Transaction"). The Purchaser has agreed to pay the Seller $4 million for the membership interest in FAMCO, and the Transaction is expected to close in the second quarter of 2013 subject to customary closing conditions.

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 March 8, 2013, the Company issued a press release announcing the Transaction. This press release is furnished as Exhibit 99.1 hereto 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 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.

No.                                       Description
2.1           Agreement of Purchase and Sale dated March 8, 2013 among Piper
              Jaffray Asset Management Inc., Piper Jaffray Companies, Fiduciary
              Asset Management LLC, The Wiley Angell Family Trust, and Wiley D.
              Angell (excluding schedules and exhibits, which the registrant
              agrees to furnish supplementally to the Securities and Exchange
              Commission upon request)
99.1          Press release dated March 8, 2013


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