As filed with the Securities and Exchange Commission on July 18, 2001.
Registration No. 333-69897
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
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WADDELL & REED FINANCIAL, INC.
(Exact name of registrant as specified in its charter)
Delaware 51-0261715
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
6300 Lamar Avenue
Overland Park, Kansas 66202
(913) 236-2000
(Address of Principal Executive Offices, including Zip Code)
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Waddell & Reed Financial, Inc. 401(k) and Thrift Plan
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(Full Title of Plans)
DANIEL C. SCHULTE COPY TO:
SECRETARY GLEN J. HETTINGER
WADDELL & REED FINANCIAL, INC. HUGHES & LUCE, LLP
6300 LAMAR AVENUE 1717 MAIN STREET, SUITE 2800
OVERLAND PARK, KANSAS 66202 DALLAS, TEXAS 75201
(913) 236-2000 (214) 939-5500
(Name, Address, and Telephone Number,
including Area Code, of Agent for Service)
[DESCRIPTION OF SECURITIES]
REMOVED FROM REGISTRATION
Waddell & Reed Financial, Inc., a Delaware corporation ("WDR"), filed a
Registration Statement on Form S-8 (File No. 333-69897) with the Securities and
Exchange Commission on December 30, 1998, registering 1,000,000 shares of Class
B Common Stock of WDR, par value $.01 per share, that are issuable pursuant to
the Waddell & Reed Financial, Inc. 401(k) and Thrift Plan (the "Registered
Securities"). The Registered Securities were offered for resale from time to
time by certain selling securityholders named in the Registration Statement.
Pursuant to WDR's undertaking in the Registration Statement, WDR files this
Post-Effective Amendment No. 1 to remove from registration any Registered
Securities that were registered but remain unsold.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this
Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Overland Park, State of Kansas, on July 11, 2001.
WADDELL & REED FINANCIAL, INC.
By: /s/ John E. Sundeen, Jr.
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John E. Sundeen, Jr.,
Senior Vice President, Chief Financial
Officer and Treasurer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Post-Effective Amendment No. 1 to the Registration Statement on Form S-8
has been signed by the following persons in the capacities and on the dates
indicated:
SIGNATURE TITLE DATE
/s/ KEITH A. TUCKER Chairman of the Board, Chief July 11, 2001
-------------------------------- Executive Officer and Director
Keith A. Tucker
/s/ HENRY J. HERRMANN President, Chief Investment July 11, 2001
-------------------------------- Officer and Director
Henry J. Herrmann
/s/ ROBERT L. HECHLER Executive Vice President July 11, 2001
-------------------------------- and Director
Robert L. Hechler
/s/ JOHN E. SUNDEEN, JR. Senior Vice President, Chief July 11, 2001
-------------------------------- Financial Officer and Treasurer
John E. Sundeen, Jr. (Principal Financial Officer)
/s/ D. TYLER TOWERY Vice President and Controller July 11, 2001
-------------------------------- (Principal Accounting Officer)
D. Tyler Towery
* Director July 11, 2001
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James M. Raines
* Director July 11, 2001
--------------------------------
William L. Rogers
*By /s/ DANIEL C. SCHULTE July 11, 2001
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Daniel C. Schulte
Attorney-in-fact
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