SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


SCHEDULE TO

TENDER OFFER STATEMENT UNDER SECTION
14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934

WADDELL & REED FINANCIAL, INC.
(Name of Subject Company (Issuer) and Filing Person (Offeror))

OPTIONS TO PURCHASE CLASS A COMMON STOCK, $.01 PAR VALUE PER SHARE
(Title of Class of Securities)

930059100
(CUSIP Number of Class of Securities)
(Underlying Class A Common Stock)


DANIEL C. SCHULTE
SECRETARY
WADDELL & REED FINANCIAL, INC.
6300 LAMAR AVENUE
OVERLAND PARK, KANSAS 66202
TELEPHONE: (913) 236-2000
(Name, address and telephone number of person authorized to receive notice and communications on behalf of filing persons)


COPIES TO:

ALAN J. BOGDANOW, ESQ.
VINSON & ELKINS L.L.P.
2001 ROSS AVENUE
SUITE 3700
DALLAS, TX 75201
TELEPHONE: (214) 220-7700

CALCULATION OF FILING FEE

TRANSACTION VALUATION*       AMOUNT OF FILING FEE*

Not Applicable       Not Applicable

*
No filing fee is required because this filing contains only preliminary communications made before commencement of a tender offer.

        o Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

        Amount Previously Paid: None.

        Form or Registration No.: Not applicable.

        Filing Party: Not applicable.

        Date Filed: Not applicable.

        ý Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

        Check the appropriate boxes below to designate any transactions to which the statement relates:

        o third-party tender offer subject to Rule 14d-1.

        ý issuer tender offer subject to Rule 13e-4.

        o going-private transaction subject to Rule 13e-3.

        o amendment to Schedule 13D under Rule 13d-2.

        Check the following box if the filing is a final amendment reporting the results of the tender offer: o




Waddell & Reed Financial, Inc.
6300 Lamar Avenue
Overland Park, Kansas 66202


News Release

Waddell & Reed Financial, Inc. Reports Third Quarter Adjusted Net Income of $21.7 Million and Adjusted Earnings per Share of $0.27

Overland Park, KS, October 24, 2002—Waddell & Reed Financial, Inc. (NYSE: WDR) today reported third quarter net income of $20.4 million, or $0.25 per diluted share. During the quarter, we recorded a $1.3 million, after-tax, special charge related to the previously disclosed NASD arbitration. This special charge reflects the probable payment of the compensatory portion of the award, which as a part of our legal strategy, we are no longer contesting on appeal. Excluding the special charge, adjusted net income was $21.7 million, or $0.27 per diluted share.

Net income for last year's third quarter was $20.4 million, or $0.25 per diluted share, including a special non-cash charge of $5.1 million, after-tax, taken for loans extended to financial advisors at the time of our initial public offering ("IPO"). At that time, the financial advisors were determined to have collectively met required productivity requirements such that the loans would not be collected. Additionally, beginning January 1, 2002, we stopped amortizing goodwill under provisions of new accounting guidance. Excluding goodwill amortization expense of $1.7 million and the after-tax non-cash charge of $5.1 million, last year's third quarter adjusted net income was $27.2 million, or $0.33 per diluted share.

On August 29, 2002, we announced our entrance into a definitive agreement to purchase Mackenzie Investment Management, Inc. ("MIMI"), a Florida-based U.S. investment management subsidiary of Toronto-based Mackenzie Financial Corporation ("MFC") and adviser of the Ivy Funds sold in the United States. The agreement has been approved by the boards of directors of Waddell & Reed, MIMI, and MFC. Based on the terms of the agreement, we will pay $30 million to purchase MIMI, plus the amount of excess working capital, subject to certain adjustments relating primarily to assets under management and excess working capital at closing. Closing is conditioned upon various factors, including among others, approval by MIMI's shareholders, shareholders of the Ivy Funds, and customary regulatory approvals. Pursuant to the conditions of the agreement, the Ivy Funds Board of Trustees has approved the new investment advisory agreements between the Ivy Funds and us that will become effective post-closing. Management expects this transaction to close by year-end of 2002 and to be immediately accretive to earnings beginning in 2003.

As part of the transaction, we will also enter into subadvisory and marketing agreements at closing that provide for MFC to extend the term of their existing subadvisory agreements with MIMI, and, by extension going forward, with Waddell & Reed Financial, Inc., thereby providing us additional investment management opportunities in Canada. We have been appointed subadvisor, effective November 4, 2002, for the U.S. small cap equity assets of the three share classes of Mackenzie Universal Select Managers Fund. The fund, a multi-manager fund distributed in Canada by MFC, had U.S. small cap assets of $171.1 million (U.S.) at September 30, 2002. We will receive subadvisory mandates for additional Universal Funds upon the closing of the acquisition.

"These transactions bring multiple benefits to Waddell & Reed, including substantial subadvisory assets and future subadvisory opportunities in Canada; broad U.S. retail distribution that will enhance our U.S. nonproprietary sales efforts; and investment management resources that will enrich our already deep team," said Keith A. Tucker, chairman and CEO of Waddell & Reed Financial, Inc.

During the third quarter, the market environment continued to be challenging as the S&P 500 plunged 18%, impacting not only our asset levels, but also sales of our mutual funds and variable products. Sales per advisor declined 24% sequentially. The number of financial advisors has continued to grow, up 8% from September 30, 2001 and 6% from the previous quarter. The number of financial plans, a



leading indicator of sales, was down 7% from the second quarter, but continues to remain well ahead of last year's levels—up 24% overall. This indicates that clients remain interested in long-term investing, but are hesitant to commit additional capital in this uncertain market. Revenues generated from the sale of insurance grew 25% over the second quarter and 32% for the year, reflecting clients' interest in fixed annuities and term insurance products. While our principal sales focus is on investment products, our financial planning process—which incorporates the sale of insurance products—continues to help ensure that our financial advisors can attract sales across various market environments.

Although our redemption rate increased 0.8 percentage points over the previous quarter, it was as a result of lower average assets rather than increased redemptions. In fact, average assets decreased by 13% sequentially while the absolute dollar amount of redemptions decreased by 5%. Had assets remained unchanged, our quarterly redemption rate would have declined.

Relative performance of the Funds continues to be excellent as 75% of our equity funds ranked in the top half of their Lipper categories year to date, 65% for the last year and 93% for the last three years. As of September 30, 2002, Morningstar rates 71% of our equity funds and 82% of our equity assets for the current period and 78% of our equity funds and 91% of our equity assets for the last five years with 4 or 5 stars. This exemplary performance will continue to support existing and future nonproprietary sales efforts and should be helpful to us in garnering additional institutional assets.

Finally, in recognition of the accounting changes that are emerging for long-term incentive compensation, we have decided to significantly reduce our reliance on stock options in a manner designed to promote financial statement clarity and employee retention while reducing share dilution. The changes will be implemented in two steps:

The annual grants of restricted stock will be expensed over their vesting period. The option tender will result in immediate expense recognition in the first quarter of 2003 for shares of restricted stock issued as part of the tender.

It is anticipated that together, these steps will meaningfully reduce options outstanding, result in increased non-cash compensation charges in years subsequent to 2002 and promote employee retention. It has been determined that Keith A. Tucker, Chairman and Chief Executive Officer, will not be eligible to participate in the 2003 option tender.

Following is a brief analysis of changes in the major categories of operations. Schedules providing more detail are included in this release as well as on our corporate website at www.waddell.com.

2



Assets Under Management
(amounts in millions)

 
  3Q 02
  3Q 01
  % change
  2Q 02
  % change
 
Ending                            
Mutual Fund                            
  Equity   $ 16,023   $ 20,440   -21.6 % $ 19,426   -17.5 %
  Fixed Income     4,005     3,337   20.0 %   3,601   11.2 %
  Money Market     1,187     1,216   -2.4 %   1,160   2.3 %
   
 
     
     
Total   $ 21,215   $ 24,993   -15.1 % $ 24,187   -12.3 %

Institutional and separate accounts

 

 

4,391

 

 

4,769

 

-7.9

%

 

4,945

 

-11.2

%
   
 
     
     
Total   $ 25,606   $ 29,762   -14.0 % $ 29,132   -12.1 %
   
 
     
     
Strategic Portfolio Allocation*   $ 655   $ 191   242.9 % $ 706   -7.2 %
 
  3Q 02
  3Q 01
  % change
  2Q 02
  % change
 
Average**                            
Mutual Funds                            
  Equity   $ 17,395   $ 22,686   -23.3 % $ 20,915   -16.8 %
  Fixed Income     3,844     3,287   16.9 %   3,574   7.6 %
  Money Market     1,174     1,164   0.9 %   1,142   2.8 %
   
 
     
     
Total   $ 22,413   $ 27,137   -17.4 % $ 25,631   -12.6 %
Institutional and separate accounts     4,643     5,002   -7.2 %   5,260   -11.7 %
   
 
     
     
Total   $ 27,056   $ 32,139   -15.8 % $ 30,891   -12.4 %
   
 
     
     
Strategic Portfolio Allocation*   $ 678   $ 92   637.0 % $ 683   -0.7 %

*
Strategic Portfolio Allocation product ("SPA") assets are included within the applicable retail mutual fund category to which they relate, i.e. equity, fixed and/or money market.

**
Average calculated using daily ending balances for mutual funds and monthly ending balances for "institutional and separate accounts" and "SPA."

3


Management Fee Revenues

Investment Product Sales
($ in millions; excludes The Legend Group sales, money market fund sales and sales at net asset value)

 
  3Q02
  3Q01
  % change
  2Q02
  % change
 
Front-end load sales (Class A)   $ 255.3   $ 297.5   -14.2 % $ 321.5   -20.6 %
W&R Target funds (variable products)     120.0     277.6   -56.8 %   149.6   -19.8 %
   
 
     
     
  Front-load product total     375.3     575.1   -34.7 %   471.1   -20.3 %
   
 
     
     
Back-end load sales (Class B)     43.4     53.6   -19.0 %   57.0   -23.9 %
Level-load sales (Class C)     24.3     24.4   -0.4 %   29.5   -17.6 %
   
 
     
     
  Deferred-load product total     67.7     78.0   -13.2 %   86.5   -21.7 %
   
 
     
     
Total retail product sales     443.0     653.1   -32.2 %   557.6   -20.6 %
Institutional and separate accounts     231.0     443.3   -47.9 %   274.4   -15.8 %
   
 
     
     
Total investment product sales   $ 674.0   $ 1,096.4   -38.5 % $ 832.0   -19.0 %
   
 
     
     

Underwriting and Distribution Fee Revenues

4


Shareholder Service Fee Revenues

Underwriting and Distribution Expenses

5


Other Operating Expenses

6


Stock Repurchase Program

7


WADDELL & REED FINANCIAL, INC.
Schedule of Selected Operating Data
(Amounts in thousands except for per share data)

 
  Three Months Ended
September 30,

   
   
   
 
  % Change
  Three Months Ended
June 30,
2002

  % Change
 
  2002
  2001
Operating Revenues:                          
  Investment management fees   $ 43,199   $ 51,857   -16.7   $ 49,358   -12.5
  Underwriting & distribution fees     43,221     48,212   -10.4     48,018   -10.0
  Shareholder service fees     16,321     14,855   9.9     16,669   -2.1
   
 
     
   
  Total operating revenues     102,741     114,924   -10.6     114,045   -9.9

Operating Expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 
  Underwriting and distribution:                          
    Excluding special charge(1)     44,664     44,346   0.7     48,495   -7.9
    Special charge         8,196   N/A       N/A
  Compensation and related costs     13,186     14,371   -8.2     15,695   -16.0
  General and administrative                          
    Excluding special charge(2)     8,707     8,201   6.2     8,597   1.3
    Special charge     2,000       N/A       N/A
  Depreciation     1,642     1,441   13.9     1,595   2.9
   
 
     
   
  Total operating expense     70,199     76,555   -8.3     74,382   -5.6

Other Income (Expense):

 

 

 

 

 

 

 

 

 

 

 

 

 
  Investment & other income     1,220     893   36.6     1,064   14.7
  Interest expense     (2,980 )   (4,549 ) -34.5     (2,649 ) 12.5
  Amortization of goodwill         (1,662 ) N/A       N/A
   
 
     
   
  Total other income (expense)     (1,760 )   (5,318 ) -66.9     (1,585 ) 11.0
   
 
     
   
  Income before taxes     30,782     33,051   -6.9     38,078   -19.2
  Provision for taxes     10,351     12,623   -18.0     12,816   -19.2
   
 
     
   
  Net income   $ 20,431   $ 20,428   0.0   $ 25,262   -19.1
   
 
     
   
  Net income per share—diluted   $ 0.25   $ 0.25   0.0   $ 0.31   -19.4
  Adjusted net income per share—diluted(3)   $ 0.27   $ 0.33   -18.1   $ 0.31   -12.9
  Weighted average number of shares outstanding—diluted     81,073     83,005   -2.3     82,304   -1.5
  Operating margin(1)(2)     33.6%     40.5%         34.8%    
  Distribution margin(1)     -3.3%     8.0%         -1.0%    
  Proprietary distribution margin(4)     -2.1%     9.0%         0.1%    

(1)
Excludes special charge for stock loans taken in the third quarter of 2001.

(2)
Excludes special charge for arbitration taken in the third quarter of 2002.

(3)
Excludes 2001 goodwill amortization, 2001 special charge for stock loans, and 2002 special charge for arbitration.

(4)
Excludes third party distribution costs in all periods and the third quarter 2001 special charge for stock loans.

8


Other Items

 
  3Q 02
  3Q 01
  % change
  2Q 02
  % change
 
Redemption Rates—Long-term                      
  Retail   11.4 % 7.9 %     10.6 %    
  Total   12.1 % 8.6 %     11.2 %    

Sales per advisor (000s)***

 

 

 

 

 

 

 

 

 

 

 
  Total   136   216   -37.0 % 180   -24.4 %
  2+ Years *   167   325   -48.6 % 227   -26.4 %
  0 to 2 Years **   30   54   -44.4 % 50   -40.0 %
  Other   229   29   689.7 % 201   13.9 %
Gross production per advisors (000s)   11.0   13.5   -18.5 % 12.8   -14.1 %
Number of financial advisors ***   3,341   3,096   7.9 % 3,163   5.6 %
Average number of financial advisors***   3,267   3,028   7.9 % 3,093   5.6 %
Number of shareholder accounts   2,192,808   2,093,430   4.7 % 2,199,575   -0.3 %

*
Advisors licensed with the Company for two or more years.

**
Advisors licensed with the Company for less than two years.

***
Excludes Legend Retirement Advisors

9


Waddell & Reed Financial, Inc.
Change in Assets (includes money market funds)
(Millions)

 
   
  Institutional
   
 
 
  Retail
  Y Shares
  Separate
Accounts

  Total
 
September 30, 2002 QTD                          
Beginning Assets   $ 23,862.3   $ 324.3   $ 4,945.2   $ 29,131.8  

Sales (net of sales charges) [1]

 

 

666.7

 

 

37.9

 

 

193.1

 

 

897.7

 
Redemptions [1]     (980.6 )   (46.5 )   (192.7 )   (1,219.8 )
   
 
 
 
 
Net Sales [1]     (313.9 )   (8.6 )   0.4     (322.1 )

Net Exchanges and Adjustments

 

 

39.1

 

 

(42.2

)

 

0.0

 

 

(3.1

)
Reinvested Dividends and Capital Gains     55.4     0.6     23.8     79.8  
   
 
 
 
 
Net Flows     (219.4 )   (50.2 )   24.2     (245.4 )

Market Appreciation/(Depreciation)

 

 

(2,666.5

)

 

(36.3

)

 

(578.1

)

 

(3,280.9

)
   
 
 
 
 
Ending Assets   $ 20,976.4   $ 237.8   $ 4,391.3   $ 25,605.5  
   
 
 
 
 
June 30, 2002 QTD                          
Beginning Assets   $ 26,449.0   $ 437.5   $ 5,457.7   $ 32,344.2  

Sales (net of sales charges) [1]

 

 

880.7

 

 

8.7

 

 

265.7

 

 

1,155.1

 
Redemptions [1]     (1,052.0 )   (44.1 )   (276.4 )   (1,372.5 )
   
 
 
 
 
Net Sales [1]     (171.3 )   (35.4 )   (10.7 )   (217.4 )

Net Exchanges and Adjustments

 

 

30.4

 

 

(37.2

)

 

0.0

 

 

(6.8

)
Reinvested Dividends and Capital Gains     54.9     0.9     32.4     88.2  
   
 
 
 
 
Net Flows     (86.0 )   (71.7 )   21.7     (136.0 )

Market Appreciation/(Depreciation)

 

 

(2,500.7

)

 

(41.5

)

 

(534.2

)

 

(3,076.4

)
   
 
 
 
 
Ending Assets   $ 23,862.3   $ 324.3   $ 4,945.2   $ 29,131.8  
   
 
 
 
 
September 30, 2001 QTD                          
Beginning Assets   $ 28,252.8   $ 415.5   $ 5,186.4   $ 33,854.7  

Sales (net of sales charges)[1]

 

 

861.2

 

 

38.0

 

 

405.3

 

 

1,304.5

 
Redemptions [1]     (974.3 )   (49.7 )   (202.5 )   (1,226.5 )
   
 
 
 
 
Net Sales [1]     (113.1 )   (11.7 )   202.8     78.0  

Net Exchanges and Adjustments

 

 

21.1

 

 

(28.7

)

 

0.0

 

 

(7.6

)
Reinvested Dividends and Capital Gains     60.0     0.6     24.2     84.8  
   
 
 
 
 
Net Flows     (32.0 )   (39.8 )   227.0     155.2  

Market Appreciation/(Depreciation)

 

 

(3,539.8

)

 

(63.8

)

 

(644.4

)

 

(4,248.0

)
   
 
 
 
 
Ending Assets   $ 24,681.0   $ 311.9   $ 4,769.0   $ 29,761.9  
   
 
 
 
 
[1]
"Third-party" efforts generated $127.9 million, $191.5 million, and $301.9 million of gross sales and $37.8 million, $91.3 million, and $273.6 million of net sales for the third and second quarters of 2002 and the third quarter of 2001, respectively, which appear partially in all of the columns.

10


Forward-looking Statements

The statements in this press release or made in the related earnings conference call relating to matters that are not historical facts are forward-looking statements based on management's belief and assumptions using currently available information and expectations as of the date hereof, are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict. Although we believe that the expectations reflected in such forward-looking statements are reasonable, we cannot give any assurances that these expectations will prove to be correct. Therefore, actual outcomes and results could materially differ from what is expressed, implied or forecast in such statements. Such differences could be caused by a number of factors including, but not limited to, a risk that the expected benefits from the expansion of our distribution channels may not be as beneficial as anticipated, adverse results of litigation, acts of terrorism and/or war, less favorable economic and market conditions including our cost to finance the company, the risk that the intended results of our changes to long-term incentive compensation may not meet our expectations, and other risks as set out in the reports we have filed with the SEC. Should one or more of these risks materialize or should the underlying assumptions prove incorrect, actual results could differ materially from those forecasted or expected. We assume no duty to publicly update or revise such statements, whether as a result of new information, future events or otherwise.

Earnings Conference Call

Members of the investment community and the general public are invited to listen to a live webcast of our earnings release conference call today, October 24, 2002 at 10:00 a.m. Eastern. During this call, Keith A. Tucker, Chairman and CEO, will review our third quarter's results. Live access to the teleconference will be available on the corporate section of our website at www.waddell.com. A webcast replay will be made available shortly after the call through November 22nd.

Contacts

Investor Contact:
John Sundeen, Chief Financial Officer, (913) 236-1810,
jsundeen@waddell.com

Nicole McIntosh, Investor Relations Manager, (913) 236-1880, Investorrelations@waddell.com, Toll Free: (800) 532-2757

Press Contact:
Thomas W. Butch, Chief Marketing Officer, (913) 236-1944,
tbutch@waddell.com

To invest in mutual funds, call (888) WADDELL, or visit www.waddell.com. Past performance is no guarantee of future results. Please invest carefully.

11