U.S. Bancorp Shareholders to Receive One Share of Piper
Jaffray Companies Common Stock for Every 100 Shares of U.S. Bancorp Common Stock
MINNEAPOLIS, Dec 15, 2003 (BUSINESS WIRE) -- U.S. Bancorp (NYSE:USB) today
announced that it has declared a special dividend of all of the outstanding
shares of common stock of Piper Jaffray Companies, the capital markets business
being spun off by U.S. Bancorp. The special dividend, which will distribute to
U.S. Bancorp shareholders one share of Piper Jaffray common stock for every 100
shares of U.S Bancorp common stock held, is expected to be payable on Dec. 31,
2003 to U.S. Bancorp shareholders of record as of 5:00 p.m. New York time on
Dec. 22, 2003.
The actual number of shares of Piper Jaffray common stock to be distributed will
be based on the number of shares of U.S. Bancorp common stock outstanding as of
5:00 p.m. New York time on December 22, 2003. Fractional shares will not be
distributed but will be aggregated and sold in the public market. The net cash
proceeds of these sales will be distributed on a pro rata basis to those
shareholders that would have otherwise received fractional shares. Since the
dividend will be paid in book-entry form, physical stock certificates will be
issued only upon request.
The special dividend is intended to qualify as a tax-free distribution to U.S.
Bancorp shareholders for federal income tax purposes, except to the extent that
cash is received instead of fractional shares. Payment of the dividend is
conditioned upon U.S. Bancorp's receiving an opinion of counsel regarding the
tax-free nature of the distribution, as well as Piper Jaffray's registration
statement on Form 10 being declared effective by the Securities and Exchange
Piper Jaffray Companies is authorized for listing on the New York Stock Exchange
under the ticker symbol "PJC."
U.S. Bancorp, with assets of $189 billion, is the 8th largest financial services
holding company in the United States. The company operates 2,201 banking offices
and 4,506 ATMs, and provides a comprehensive line of banking, brokerage,
insurance, investment, mortgage, trust and payment services products to
consumers, businesses and institutions. U.S. Bancorp is home of the Five Star
Service Guarantee which assures customers of certain key banking benefits and
services or customers will be paid for their inconvenience. U.S. Bancorp is the
parent company of U.S. Bank. Visit U.S. Bancorp on the web at www.usbank.com.
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 statements often include the
words "may," "could," "would," "should," "believes," "expects," "anticipates,"
"estimates," "intends," "plans," "targets," "potentially," "probably,"
"projects," "outlook" or similar expressions. These forward- looking statements
cover, among other things, anticipated future revenue and expenses, and the
future prospects of the Company. Forward-looking statements involve inherent
risks and uncertainties, and important factors could cause actual results to
differ materially from those anticipated, including the following, in addition
to those contained in the Company's reports on file with the SEC: (i) general
economic or industry conditions could be less favorable than expected, resulting
in a deterioration in credit quality, a change in the allowance for credit
losses, or a reduced demand for credit or fee-based products and services; (ii)
changes in the domestic interest rate environment could reduce net interest
income and could increase credit losses; (iii) inflation, changes in securities
market conditions and monetary fluctuations could adversely affect the value or
credit quality of the Company's assets, or the availability and terms of funding
necessary to meet the Company's liquidity needs; (iv) changes in the extensive
laws, regulations and policies governing financial services companies could
alter the Company's business environment or affect operations; (v) the potential
need to adapt to industry changes in information technology systems, on which
the Company is highly dependent, could present operational issues or require
significant capital spending; (vi) competitive pressures could intensify and
affect the Company's profitability, including as a result of continued industry
consolidation, the increased availability of financial services from non- banks,
technological developments, or bank regulatory reform; (vii) changes in consumer
spending and savings habits could adversely affect the Company's results of
operations; (viii) changes in the financial performance and condition of the
Company's borrowers could negatively affect repayment of such borrowers' loans;
(ix) acquisitions may not produce revenue enhancements or cost savings at levels
or within time frames originally anticipated, or may result in unforeseen
integration difficulties; (x) capital investments in the Company's businesses
may not produce expected growth in earnings anticipated at the time of the
expenditure; and (xi) acts or threats of terrorism, and/or political and
military actions taken by the U.S. or other governments in response to acts or
threats of terrorism or otherwise could adversely affect general economic or
industry conditions. Forward-looking statements speak only as of the date they
are made, and the Company undertakes no obligation to update them in light of
new information or future events.
SOURCE: U.S. Bancorp
CONTACT: U.S. Bancorp
Steve Dale (Media), 612-303-0784
H. D. McCullough (Analysts), 612-303-0786
Judy Murphy (Analysts), 612-303-0783
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SOURCE: U.S. Bancorp