8-K

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

Date of report (Date of earliest event reported): August 11, 2006

PIPER JAFFRAY COMPANIES

(Exact Name of Registrant as Specified in its Charter)

Delaware	1-31720	30-0168701
(State of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

800 Nicollet Mall, Suite 800 Minneapolis, Minnesota	55402
(Address of Principal Executive Offices)	(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 2.01. Completion of Acquisition or Disposition of Assets.
	Item 7.01 Regulation FD Disclosure
	Item 9.01 Financial Statements and Exhibits.
SIGNATURES
EXHIBIT INDEX
Press Release
Unaudited Pro Forma Financial Information

Item 2.01. Completion of Acquisition or Disposition of Assets.

     On August 11, 2006, Piper Jaffray Companies (the “Company”) completed the sale of its Private Client Services branch network to UBS Financial Services Inc., a subsidiary of UBS AG. The branch network consists of financial advisors and branch support personnel in approximately 90 retail offices in 17 Midwest, Mountain and Western states. We received consideration of approximately $500 million in cash for the branch network at closing, and we will receive approximately $250 million for the net assets of the branch network during the period following closing. In addition, the agreement provides for additional cash consideration of up to $75 million depending on performance of the transferred business; at present, however, we anticipate realizing only a minor portion, if any, of such additional cash consideration.

     The foregoing description of the transaction does not purport to be complete and is qualified in its entirety by reference to the Asset Purchase Agreement filed as Exhibit 2.1 hereto, and incorporated herein by reference.

Item 7.01 Regulation FD Disclosure

     On August 14, 2006, the Company issued a press release announcing the completion of the sale of its Private Client Services branch network. This press release is furnished as Exhibit 99.1 hereto. The information contained in Exhibit 99.1 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 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.

(b) Pro Forma Financial Information

     The unaudited pro forma consolidated statement of financial condition of the Company as of June 30, 2006 and the statements of operations for the six months ended June 30, 2006 and the year ended December 31, 2005, are incorporated herein by reference to Exhibit 99.2.

(d) Exhibits

2.1	Asset Purchase Agreement dated April 10, 2006 among Piper Jaffray Companies, Piper Jaffray & Co. and UBS Financial Services Inc. (excluding schedules and exhibits, which the Company agrees to furnish to the Securities and Exchange Commission upon request) (incorporated by reference to Exhibit 2.1 to the Company’s Form 8-K filed on April 11, 2006)
99.1	Press Release dated August 14, 2006
99.2	Unaudited Pro Forma Financial Information

2

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	PIPER JAFFRAY COMPANIES
Date: August 14, 2006	By /s/ James L. Chosy
	James L. Chosy
	General Counsel and Secretary

3

EXHIBIT INDEX

No.	Description	Manner of Filing
99.1	Press Release dated August 14, 2006	Filed Electronically
99.2	Unaudited Pro Forma Financial Data	Filed Electronically

EX-99.1

Exhibit 99.1

Piper Jaffray Completes Sale of its Private Client Services Branch Network to UBS; Announces
Authorization of $180 Million Share Repurchase Program

MINNEAPOLIS — August 14, 2006 — Piper Jaffray Companies (NYSE: PJC) announced today that it has completed the sale of its Private Client Services branch network to UBS Financial Services Inc., a subsidiary of UBS AG. The branch network consists of financial advisors and branch support personnel in approximately 90 retail offices in 17 Midwest, Mountain and Western states.

As consideration for the sale, Piper Jaffray received approximately $500 million in cash for the branch network and approximately $250 million for the net assets of the branch network. The agreement provides for additional cash consideration of up to $75 million, depending on performance of the transferred business; at present, however, Piper Jaffray anticipates realizing only a minor portion, if any, of such additional cash consideration.

“We are pleased to complete the sale of the Private Client Services branch network to UBS, which has been an excellent partner through the transition—further validating how our private clients will now be served by the world’s leading wealth management provider,” said Andrew Duff, chairman and CEO of Piper Jaffray. “The completion of the sale allows us to focus our resources entirely on building the leading middle market investment bank.”

The sale will result in after-tax proceeds of approximately $510 million and an after-tax book gain of approximately $170 million, net of restructuring and transaction costs. With the proceeds, the company intends to enhance its capital markets business, repay $180 million of subordinated debt and repurchase up to $180 million of common stock. The board

of directors has authorized a $180 million share repurchase program that may be executed now through Dec. 31, 2007, in the open market or in privately negotiated transactions, including in part through an accelerated share buyback. The reacquired common shares will be held as treasury shares and may be reissued for various corporate purposes.

Piper Jaffray previously announced its new management team that will lead the capital markets-focused firm:

*	Andrew Duff, Chairman and Chief Executive Officer
*	Thomas Schnettler, Vice Chairman and Chief Financial Officer
*	James Chosy, General Counsel
*	Frank Fairman, Head of Public Finance Services
*	Todd Firebaugh, Chief Administrative Officer
*	Ben May, Head of High-Yield and Structured Products
*	Robert Peterson, Head of Equities
*	Jon Salveson, Head of Investment Banking

About Piper Jaffray

Piper Jaffray Companies (NYSE: PJC) is a leading middle market investment bank and institutional securities firm, serving the needs of clients since 1895. Piper Jaffray & Co., the firm’s principal operating subsidiary, provides a comprehensive set of products and services, including equity and public finance underwriting; mergers and acquisitions; equity and debt capital markets; high-yield and structured products; institutional equity, tax-exempt and taxable sales and trading; and equity and high-yield research. The firm’s equity business is focused on seven sectors of the economy: alternative energy, business services, consumer, financial institutions, health care, industrial growth and technology. The firm’s public finance business is principally focused on five sectors of the tax-exempt market: state and local governments, real estate and housing, health care, education and hospitality. With headquarters in Minneapolis, Piper Jaffray has approximately 1,000 employees in 19 states across the United States and in London. For more information about Piper Jaffray, visit us online at http://www.piperjaffray.com.

Cautionary Note Regarding Forward-Looking Statements

Statements contained in this press release that are not historical or current facts, including statements about beliefs and expectations, are forward-looking statements. 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) unforeseen difficulties associated with the transaction, including business disruption and loss of personnel, could cause the transaction to be more expensive than anticipated and adversely affect our results of operations and financial condition; (2) the expected benefits of the transaction, including the growth of our Capital Markets business, increased profitability and shareholder returns, may take longer than anticipated to achieve and may

not be achieved in their entirety or at all; (3) strategies with respect to the redeployment of transaction proceeds may take longer than anticipated to be realized or may not be achieved in their entirety or at all; (4) following consummation of the transaction we may be subject to increased competitive pressures and experience increased volatility in our financial results; and (5) other factors identified under “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the year ended Dec. 31, 2005, and updated in our subsequent reports filed with the SEC. These reports are available at our Web site at www.piperjaffray.com and at the SEC Web site 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.

Since 1895. Member SIPC and NYSE.
^© 2006 Piper Jaffray & Co., 800 Nicollet Mall, Suite 800, Minneapolis, Minnesota 55402-7020

EX-99.2

Exhibit 99.2

Piper Jaffray Companies
Unaudited Pro Forma Consolidated Statement of Financial Condition
June 30, 2006

				Pro Forma			Pro Forma			Pro Forma
	As			Adjustments			Adjustments			Adjustments			As
	Reported			(Note 2)			(Note 2)			(Note 2)			Adjusted
(Amounts in thousands, except share data)
Assets
Cash and cash equivalents	$	138,167		$	787,717	(a)	$	—		$	(227,726)	(h)	$	698,158
Receivables:
Customers (net of allowance of $1,665)		60,627			—			—			—			60,627
Brokers, dealers and clearing organizations		136,503			—			—			—			136,503
Deposits with clearing organizations		58,340			—			—			—			58,340
Securities purchased under agreements to resell		243,883			—			—			—			243,883
Trading securities owned		789,946			—			—			—			789,946
Fixed assets, net		37,520			—			—			—			37,520
Goodwill (net of accumulated amortization of $52,531)		317,167			(85,600)	(b)		—			—			231,567
Intangible assets (net of accumulated amortization of $2,533)		2,267			—			—			—			2,267
Other receivables		38,269			—			—			—			38,269
Other assets		89,399			—			—			—			89,399
Assets held for sale		419,855			(419,855)	(c)		—			—			—
Total assets	$	2,331,943		$	282,262		$	—		$	(227,726	)	$	2,386,479
Liabilities and Shareholders’ Equity
Payables:
Customers	$	111,299			—			—			—		$	111,299
Checks and drafts		36,141			—			—			—			36,141
Brokers, dealers and clearing organizations		259,816			—			—			(227,726)	(h)		32,090
Securities sold under agreements to repurchase		198,175			—			—			—			198,175
Trading securities sold, but not yet purchased		328,049			—			—			—			328,049
Accrued compensation		118,617			—			—			—			118,617
Other liabilities and accrued expenses		171,602			192,572	(d)		28,535	(g)		—			392,709
Liabilities held for sale		120,815			(120,815)	(e)		—			—			—
Total liabilities		1,344,514			71,757			28,535			(227,726	)		1,217,080
Subordinated debt		180,000			—			—			—			180,000
Shareholders’ equity:
Common stock, $0.01 par value;
Shares authorized: 100,000,000
Shares issued: 19,487,319
Shares outstanding: 18,556,143		195			—			—			—			195
Additional paid-in capital		721,660			—			—			—			721,660
Retained earnings		118,425			210,505	(f)		(28,535)	(g)		—			300,395
Less common stock held in treasury, at cost: 931,176 shares		(29,429	)		—			—			—			(29,429	)
Other comprehensive loss		(3,422	)		—			—			—			(3,422	)
Total shareholders’ equity		807,429			210,505			(28,535	)		—			989,399
Total liabilities and shareholders’ equity	$	2,331,943		$	282,262		$	—		$	(227,726	)	$	2,386,479

See Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements

Piper Jaffray Companies
Unaudited Pro Forma Condensed Consolidated Statements of Operations
For the year ended December 31, 2005

			Pro Forma
	As		Adjustments		As
(Amounts in thousands, except per share data)	Reported		(Note 3)		Adjusted
Revenues:
Investment banking	$	243,347	$	—	$	243,347
Institutional brokerage		162,068		—		162,068
Interest		44,857		—		44,857
Other income		3,530		—		3,530
Total revenues		453,802		—		453,802
Interest expense		32,494		—		32,494
Net revenues		421,308		—		421,308
Non-interest expenses:
Compensation and benefits		243,833		—		243,833
Occupancy and equipment		30,808		—		30,808
Communications		23,987		—		23,987
Floor brokerage and clearance		14,785		—		14,785
Marketing and business development		21,537		—		21,537
Outside services		23,881		—		23,881
Cash award program		4,205		—		4,205
Restructuring-related expense		8,595		—		8,595
Other operating expenses		13,646		—		13,646
Total non-interest expenses		385,277		—		385,277
Income from continuing operations before income tax expense		36,031		—		36,031
Income tax expense		10,863		—		10,863
Net income from continuing operations	$	25,168	$	—	$	25,168
Earnings per basic common share	$	1.34			$	1.34
Earnings per diluted common share	$	1.32			$	1.32
Weighted average number of common shares outstanding
Basic		18,813				18,813
Diluted		19,081				19,081

See Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements

Piper Jaffray Companies
Unaudited Pro Forma Condensed Consolidated Statements of Operations
For the Six Months Ended June 30, 2006

			Pro Forma
	As		Adjustments		As
(Amounts in thousands, except per share data)	Reported		(Note 3)		Adjusted
Revenues:
Investment banking	$	131,000	$	—	$	131,000
Institutional brokerage		87,172		—		87,172
Interest		28,065		—		28,065
Other income		11,268		—		11,268
Total revenues		257,505		—		257,505
Interest expense		17,296		—		17,296
Net revenues		240,209		—		240,209
Non-interest expenses:
Compensation and benefits		133,577		—		133,577
Occupancy and equipment		14,827		—		14,827
Communications		10,976		—		10,976
Floor brokerage and clearance		6,048		—		6,048
Marketing and business development		11,301		—		11,301
Outside services		13,128		—		13,128
Cash award program		2,161		—		2,161
Restructuring-related expense		—		—		—
Other operating expenses		7,347		—		7,347
Total non-interest expenses		199,365		—		199,365
Income from continuing operations before income tax expense		40,844		—		40,844
Income tax expense		14,209		—		14,209
Net income from continuing operations	$	26,635	$	—	$	26,635
Earnings per basic common share	$	1.44			$	1.44
Earnings per diluted common share	$	1.37			$	1.37
Weighted average number of common shares outstanding
Basic		18,509				18,509
Diluted		19,408				19,408

See Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements

Piper Jaffray Companies
Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements
(Unaudited)

Note 1 Basis of Presentation

Basis of Presentation

     The following unaudited pro forma condensed consolidated financial statements are based upon and should be read in conjunction with our historical consolidated financial statements and accompanying notes of Piper Jaffray Companies (the “Company”).

     The unaudited pro forma consolidated statement of financial condition of the Company as of June 30, 2006 and the statements of operations for the six months ended June 30, 2006 and the year ended December 31, 2005, give effect to the sale of the Company’s Private Client Services (“PCS”) branch network as if the sale had occurred on June 30, 2006 for balance sheet purposes and January 1, 2005 for purposes of the statements of operations.

     The unaudited pro forma condensed consolidated financial statements have been prepared based upon currently available information, estimates and assumptions that are deemed appropriate by the Company’s management. The unaudited pro forma condensed consolidated financial statements are not necessarily indicative of the results that would have been reported had such transaction actually occurred on the dates specified, nor are they indicative of our future results of operations of financial condition.

Note 2 Statement of Financial Condition Pro Forma Adjustments

     The unaudited pro forma consolidated statement of financial condition as of June 30, 2006 reflects the following adjustments:

a)	Represents gross cash proceeds from the sale of the PCS branch network. The Company anticipates utilizing these proceeds to repay all $180 million in subordinated debt currently outstanding, repurchase up to $180 million in common stock, pay approximately $185 million in income taxes associated with the gain on sale of the branch network and repay other outstanding short-term financing liabilities.
b)	Adjustment to write-off the goodwill assigned to the PCS branch network.
c)	Adjustment to reflect the sale of Company assets comprised of $394.9 million in customer receivables, $14.8 million in fixed assets, $8.7 million in employee forgivable loans and $1.5 million in other receivables.
d)	Adjustment to reflect an increase in other liabilities for income taxes payable of $184.4 million related to the estimated gain on sale of the PCS branch network and estimated additional transaction costs of $8.2 million related to the sale.
e)	Adjustment to reflect the sale of Company liabilities comprised of $118.2 million in customer payables and $2.6 million in other payables.
f)	Adjustment to increase retained earning for the estimated gain, net of tax, on the sale of the PCS branch network.
g)	Adjustment to reflect additional restructuring expenses, net of tax, recorded at the time of sale.
h)	Adjustment to reflect payment of PCS stock loan liabilities due to the Company no longer having access to PCS customer excess margin securities.

Note 3 Statements of Operations Pro Forma Adjustments

     There were no adjustments to any items on the unaudited condensed consolidated statement of operations in calculating the income from continuing operation as the sale of the PCS branch network was reflected as discontinued operations in the Company’s Quarterly Report on Form 10-Q as of and for the three months ended June 30, 2006 and in the Company’s Form 8-K filed on July 19, 2006. For the six months ended June 30, 2006, the Company reported income from discontinued operations of $1.4 million, or $0.07 per diluted share. For the year ended December 31, 2005, the Company reported income from discontinued operations of $14.9 million, or $0.78 per diluted share. The pro forma results exclude the impact of the gain on sale of the PCS branch network.