UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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): March 31, 2000
Waddell & Reed Financial, Inc.
(Exact Name of Registrant as Specified in Charter)
DELAWARE 001-13913 51-0261715
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
6300 Lamar Avenue, Overland Park, KS 66202
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (913) 236-2000
N/A
(Former Name or Former Address, if Changed Since Last Report)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On March 31, 2000, Legend Group Holdings, LLC, a
wholly-owned subsidiary of Waddell & Reed Financial, Inc. (the "Company"),
acquired all of the issued and outstanding shares of common stock of each
of Freemark Investment Management, Inc., Legend Financial Corporation,
Advisory Services Corporation, Performance Management Group, Inc., Service
Management Advisory Corporation and The Legend Group, Inc. (collectively,
"The Legend Group") for an aggregate purchase price of $57,979,749.99, and
a contingent obligation to pay not more than $14,000,000 over a three-year
period. Subject to certain conditions contained in the Purchase Agreement,
an additional amount may be due pursuant to the terms of the Purchase
Agreement on or before April 30, 2000. However, the total aggregate
purchase price paid for The Legend Group shares shall not exceed
$75,000,000. The Legend Group is a mutual fund distribution and retirement
planning business based in Palm Beach Gardens, Florida. The shares were
purchased in a private transaction from Philip C. Restino, Mark J.
Spinello, Glenn T. Ferris, David L. Phillips and certain trusts for the
benefit of certain members of Mr. Restino's family (collectively, the
"Sellers"). Prior to the acquisition, there were no material relationships
between the Sellers and the Company or any of its affiliates or any of its
directors or officers or any associate of any of them. The purchase price
was determined through arm's length negotiations. The Purchase Agreement is
included herein as Exhibit 2.1. A copy of the Company's press release is
incorporated herein by reference from the Company's Current Report on Form
8-K for an event dated February 28, 2000. The foregoing description of the
acquisition is qualified in its entirety by reference to such Exhibits.
The funds used to consummate the acquisition were provided
to Legend Group Holdings, LLC in the form of a capital contribution made by
the Company. The Company obtained $47,000,000 for such capital contribution
from its existing Credit Agreement dated as of October 14, 1999 by and
among the Company, the Lender's party thereto and The Chase Manhattan Bank.
The remaining funds came from the Company's cash and cash equivalents.
The Company currently intends to operate The Legend Group as
an affiliated group of subsidiaries.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL
INFORMATION AND EXHIBITS
(a) Financial Statements of Business Acquired. The financial statements
of The Legend Group for the periods specified in Rule 3-05(b) of
Regulation S-X will be filed by amendment to this Current Report on
Form 8-K as soon as practicable, but not later than sixty days
after the date on which this Current Report on Form 8-K is required
to be filed.
(b) Pro Forma Financial Information.
The Pro Forma financial statements of the Legend Group required
pursuant to Article 11 of Regulation S-X will be filed by amendment
to this Current Report on Form 8-K as soon as practicable, but not
later than sixty days after the date on which this Current Report
on Form 8-K is required to be filed.
(c) Exhibits.
2.1 Agreement and Plan of Merger, dated as of February 28, 2000, among
Waddell & Reed Financial, Inc., Freemark Investment Management,
Inc., Legend Financial Corporation, Advisory Services Corporation,
Performance Management Group, Inc., Service Management Advisory
Corporation, The Legend Group, Inc., Philip C. Restino, Restino
Family Trust, 01/02/94 Trust FBO John J. Restino, 01/02/94 Trust
FBO Robert R. Restino, Mark J. Spinello, Glenn T. Ferris and David
L. Phillips.
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.
WADDELL & REED FINANCIAL, INC.
Date: April 14, 2000 By: /s/ Daniel C. Schulte
Name: Daniel C. Schulte
Title: Vice President, General Counsel
and Secretary
INDEX TO EXHIBITS
Exhibit No. Exhibit
2.1 Agreement and Plan of Merger, dated as of February
28, 2000, among Waddell & Reed Financial, Inc.,
Freemark Investment Management, Inc., Legend
Financial Corporation, Advisory Services Corporation,
Performance Management Group, Inc., Service
Management Advisory Corporation, The Legend Group,
Inc., Philip C. Restino, Restino Family Trust,
01/02/94 Trust FBD John J. Restino, 01/02/94 Trust
FBO Robert R. Restino, Mark J. Spinello, Glenn T.
Ferris and David L. Phillips.
99.1(1) Financial Statements of Business Acquired.
99.2(1) Pro Forma Financial Information.
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(1) To be filed as soon as practicable, but no later than sixty days
after the date on which this Current Report on Form 8-K is required
to be filed.