UNITED STATES
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): FEBRUARY 5, 2001
Commission File Number 001-13913
WADDELL & REED FINANCIAL, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 51-0261715
(State or other jurisdiction (IRS Employer
of incorporation) Identification No.)
6300 LAMAR AVENUE
OVERLAND PARK, KANSAS
66202
(Address of principal executive offices)
(Zip Code)
(913) 236-2000
(Registrant's telephone number including area code)
Not Applicable
(Former name or former address, if changed since last report)
Item 5. Other Events.
On January 18, 2001, Waddell & Reed Financial, Inc. (the
"Registrant") completed its sale of $200,000,000 aggregate principal amount
of the Registrant's 7.50 % Notes due January 18, 2006 under an effective
registration statement filed with the Securities and Exchange Commission.
This current report on Form 8-K is being filed for the purpose of filing as
exhibits certain documents relating to such sale.
Item 7. Financial Statements and Exhibits.
(c) Exhibits in accordance with the provisions of Item 601 of
Regulation S-K.
EXHIBIT NO. EXHIBIT DESCRIPTION
----------- -------------------
1.1 Purchase Agreement dated January 12, 2001
between the Registrant and Merrill Lynch &
Co., Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Chase Securities Inc., Morgan
Stanley & Co. Incorporated, and Stephens Inc.
4.1(a) Indenture dated as of January 18, 2001 between
the Registrant and Chase Manhattan Trust
Company, National Association.
4.1(b) First Supplemental Indenture dated as of
January 18, 2001 between Registrant and Chase
Manhattan Trust Company, National Association.
4.2 Form of the 7.50% notes due January 18, 2006
(included in Exhibit 4.1(b) above as Exhibit A
thereto).
5.1 Opinion of Skadden, Arps, Slate, Meagher &
Flom LLP as to the legality of the securities to
be issued by the Registrant.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, the Registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
WADDELL & REED FINANCIAL, INC.
By: /s/ John E. Sundeen, Jr.
----------------------------------
Name: John E. Sundeen, Jr.
Title: Senior Vice President,
Chief Financial Officer
and Treasurer
Date: February 5, 2001
INDEX TO EXHIBITS
EXHIBIT NO. EXHIBIT DESCRIPTION
1.1 Purchase Agreement dated January 12, 2001 between
the Registrant and Merrill Lynch & Co., Merrill Lynch,
Pierce, Fenner & Smith Incorporated, Chase Securities
Inc., Morgan Stanley & Co. Incorporated, and
Stephens Inc.
4.1(a) Indenture dated as of January 18, 2001 between the
Registrant and Chase Manhattan Trust Company,
National Association.
4.1(b) First Supplemental Indenture dated as of January 18, 2001
between Registrant and Chase Manhattan Trust
Company, National Association.
4.2 Form of the 7.50% notes due January 18, 2006 (included
in Exhibit 4.1(b) above as Exhibit A thereto).
5.1 Opinion of Skadden, Arps, Slate, Meagher & Flom
LLP as to the legality of the securities to be issued by
the Registrant.