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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
AMENDMENT NO. 2*
BEST SOFTWARE, INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
086579109
(CUSIP Number)
FEBRUARY 29, 2000
(Date of Event Which Requires Filing of this Statement)
CHECK THE APPROPRIATE BOX TO DESIGNATE THE RULE PURSUANT TO WHICH THIS SCHEDULE
IS FILED:
[X] RULE 13d-1(b)
[ ] RULE 13d-1(c)
[ ] RULE 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP No. 086579109 13G
1. NAME OF REPORTING PERSON (S.S. or I.R.S. Identification No. of Above
Person)
Waddell & Reed Investment Management Company Tax ID No. 48-1106973
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION: Kansas
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER 0 (See Item 4)
6. SHARED VOTING POWER 0
7. SOLE DISPOSITIVE POWER 0 (See Item 4)
8. SHARED DISPOSITIVE POWER 0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 0
(See Item 4)
10. CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES: [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 0%
12. TYPE OF PERSON REPORTING: IA
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CUSIP No. 086579109 13G
1. NAME OF REPORTING PERSON (S.S. or I.R.S. Identification No. of Above
Person)
Waddell & Reed, Inc. Tax ID No. 43-1235675
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER 0 (See Item 4)
6. SHARED VOTING POWER 0
7. SOLE DISPOSITIVE POWER 0 (See Item 4)
8. SHARED DISPOSITIVE POWER 0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 0
(See Item 4)
10. CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES: [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 0%
12. TYPE OF PERSON REPORTING: BD
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CUSIP No. 086579109 13G
1. NAME OF REPORTING PERSON (S.S. or I.R.S. Identification No. of Above
Person)
Waddell & Reed Financial Services, Inc. Tax ID No. 43-1414157
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION: Missouri
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER 0 (See Item 4)
6. SHARED VOTING POWER 0
7. SOLE DISPOSITIVE POWER 0 (See Item 4)
8. SHARED DISPOSITIVE POWER 0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 0
(See Item 4)
10. CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES: [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 0%
12. TYPE OF PERSON REPORTING: HC
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CUSIP No. 086579109 13G
1. NAME OF REPORTING PERSON (S.S. or I.R.S. Identification No. of Above
Person)
Waddell & Reed Financial, Inc. Tax ID No. 51-0261715
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER 0 (See Item 4)
6. SHARED VOTING POWER 0
7. SOLE DISPOSITIVE POWER 0 (See Item 4)
8. SHARED DISPOSITIVE POWER 0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 0
(See Item 4)
10. CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES: [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 0%
12. TYPE OF PERSON REPORTING: HC
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ITEM 1(a): NAME OF ISSUER: Best Software, Inc.
ITEM 1(b): ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
11413 Isaac Newton Square
Reston, VA 20190
ITEM 2(a): NAME OF PERSON FILING:
(i) Waddell & Reed Financial, Inc.
(ii) Waddell & Reed Financial Services, Inc.
(iii) Waddell & Reed, Inc.
(iv) Waddell & Reed Investment Management Company
ITEM 2(b): ADDRESS OF PRINCIPAL BUSINESS OFFICE:
(i)-(iv): 6300 Lamar Avenue
P.O. Box 29217
Shawnee Mission, KS 66201-9217
ITEM 2(c): CITIZENSHIP:
(i),(iii): Delaware
(ii): Missouri
(iv): Kansas
ITEM 2(d): TITLE OF CLASS OF SECURITIES: Common Stock
ITEM 2(e): CUSIP NUMBER: 086579109
ITEM 3: The reporting person is:
(i) Waddell & Reed Financial, Inc., a parent holding company in
accordance with Reg. 240.13d-1(b)(1)(ii)(G);
(ii) Waddell & Reed Financial Services, Inc., a parent holding
company in accordance with Reg. 240.13d-1(b)(1)(ii)(G);
(iii) Waddell & Reed, Inc., a broker-dealer in accordance with
Reg. 240.13d-1(b)(1)(ii)(A); and
(iv) Waddell & Reed Investment Management Company, an investment
advisor in accordance with Reg. 240.13d-1(b)(1)(ii)(E).
ITEM 4: OWNERSHIP
The securities reported on herein are beneficially owned by one
or more open-end investment companies or other managed accounts which are
advised or sub-advised by Waddell & Reed Investment Management Company
("WRIMCO"), an investment advisory subsidiary of
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Waddell & Reed, Inc. ("WRI"). WRI is a broker-dealer and underwriting
subsidiary of Waddell & Reed Financial Services, Inc., a parent holding
company ("WRFSI"). In turn, WRFSI is a subsidiary of Waddell & Reed
Financial, Inc., a publicly traded company ("WDR"). The investment advisory
contracts grant WRIMCO all investment and/or voting power over securities
owned by such advisory clients. The investment sub-advisory contracts grant
WRIMCO investment power over securities owned by such sub-advisory clients
and, in most cases, voting power. Any investment restriction of a
sub-advisory contract does not restrict investment discretion or power in a
material manner. Therefore, WRIMCO may be deemed the beneficial owner of the
securities covered by this statement under Rule 13d-3 of the Securities
Exchange Act of 1934 (the "1934 Act").
WRIMCO, WRI, WRFSI and WDR are of the view that they are not
acting as a "group" for purposes of Section 13(d) under the 1934 Act.
Indirect "beneficial ownership" is attributed to the respective parent
companies solely because of the parent companies' control relationship to
WRIMCO.
(a) Amount beneficially owned: 0
(b) Percent of class: 0%
(c) Number of shares as to which the person has:
(i) Sole voting power to vote or to direct the vote:
WDR: 0 (indirect)
WRFSI: 0 (indirect)
WRI: 0 (indirect)
WRIMCO: 0 (direct)
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of:
WDR: 0 (indirect)
WRFSI: 0 (indirect)
WRI: 0 (indirect)
WRIMCO: 0 (direct)
(iv) Shared power to dispose or to direct the disposition
of: 0
ITEM 5: OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
If this statement is being filed to report the fact that as of
the date hereof the reporting person has ceased to be the beneficial owner of
more than 5 percent of the class of securities, check the following: [X]
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ITEM 6: OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:
Not Applicable.
ITEM 7: IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY:
See Attached Exhibit 2.
ITEM 8: IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
Not Applicable.
ITEM 9: NOTICE OF DISSOLUTION OF GROUP:
Not Applicable.
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ITEM 10: CERTIFICATION:
By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above were acquired and are
held in the ordinary course of business and were not acquired and are not
held for the purpose of or with the effect of changing or influencing the
control of the issuer of the securities and were not acquired and are not
held in connection with or as a participant in any transaction having that
purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: March 6, 2000
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<S> <C>
Waddell & Reed Financial, Inc. Waddell & Reed Financial Services, Inc.
By: /s/ Daniel C. Schulte By: /s/ Wendy J. Hills
Name: Daniel C. Schulte Name: Wendy J. Hills
Title: Vice President Title: Attorney-In-Fact
Waddell & Reed, Inc. Waddell & Reed Investment Management Company
By: /s/ Wendy J. Hills By: /s/ Wendy J. Hills
Name: Wendy J. Hills Name: Wendy J. Hills
Title: Attorney-In-Fact Title: Attorney-In-Fact
</TABLE>
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EXHIBIT INDEX
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<CAPTION>
Exhibit
No. Description
- ------- -----------
<S> <C>
1 Joint Filing Agreement
2 Identification and Classification of the Subsidiary Which Acquired the Security
Being Reported on by the Parent Holding Company
3 Power of Attorney
</TABLE>
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EXHIBIT 1
JOINT FILING AGREEMENT
Waddell & Reed Financial, Inc., Waddell & Reed Financial Services,
Inc., Waddell & Reed, Inc. and Waddell & Reed Investment Management Company
(the "Filing Persons"), hereby agree to file jointly a Schedule 13G and any
amendments thereto relating to the aggregate ownership by each of the Filing
Persons of any voting equity security of a class which is registered pursuant
to Section 12 of the Securities Exchange Act of 1934, as amended, as required
by Rule 13d-1 and Rule 13d-2 promulgated under the Securities Exchange Act of
1934. Each of the Filing Persons agrees that the information set forth in
such Schedule 13G and any amendments thereto with respect to such Filing
Person will be true, complete and correct as of the date of such Schedule 13G
or such amendment, to the best of such Filing Person's knowledge and belief,
after reasonable inquiry. Each of the Filing Persons makes no representations
as to the accuracy or adequacy of the information set forth in the Schedule
13G or any amendments thereto with respect to any other Filing Person. Each
of the Filing Persons shall promptly notify the other Filing Persons if any
of the information set forth in the Schedule 13G or any amendments thereto
shall become inaccurate in any material respect or if said person learns of
information that would require an amendment to the Schedule 13G.
IN WITNESS WHEREOF, the undersigned have set their hands this 6th
day of March 2000.
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<S> <C>
Waddell & Reed Financial, Inc. Waddell & Reed Financial Services, Inc.
By: /s/ Daniel C. Schulte By: /s/ Wendy J. Hills
Name: Daniel C. Schulte Name: Wendy J. Hills
Title: Vice President Title: Attorney-In-Fact
Waddell & Reed, Inc. Waddell & Reed Investment Management Company
By: /s/ Wendy J. Hills By: /s/ Wendy J. Hills
Name: Wendy J. Hills Name: Wendy J. Hills
Title: Attorney-In-Fact Title: Attorney-In-Fact
</TABLE>
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EXHIBIT 2
Waddell & Reed Investment Management Company - Tax ID No. 48-1106973
Investment Advisor registered under Section 203 of the Investment
Advisor's Act of 1940
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EXHIBIT 3
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, THAT:
The undersigned, Waddell & Reed Financial Services, Inc., a
corporation organized and existing under the laws of the State of Delaware,
constitutes and appoints Wendy J. Hills, Mark P. Buyle and Kristen A.
Richards and each of them severally, its true and lawful attorneys-in-fact on
behalf of the corporation and in its place and stead, in any and all
capacities, to execute any and all Schedules 13G or 13D and any amendments
thereto relating to ownership of any voting equity security of a class which
is registered pursuant to Section 12 of the Securities Exchange Act of 1934,
as amended, as required by rules and regulations promulgated under said
Securities Exchange Act of 1934, and to file the same with all documents
required in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done and hereby ratifying and confirming all
said attorneys-in-fact and agents or any of them or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the corporation has caused this power of
attorney to be executed in its corporate name by its Executive Vice President
and its Secretary with its corporate seal to be affixed hereto on this 4th
day of February, 2000.
Waddell & Reed Financial Services, Inc.
/s/ Robert L. Hechler
Robert L. Hechler
Executive Vice President
Attest: /s/ Daniel C. Schulte
Daniel C. Schulte
Secretary
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, THAT:
The undersigned, Waddell & Reed, Inc., a corporation organized and
existing under the laws of the State of Delaware, constitutes and appoints
Wendy J. Hills, Mark P. Buyle and Kristen A. Richards and each of them
severally, its true and lawful attorneys-in-fact on behalf of the corporation
and in its place and stead, in any and all capacities, to execute any and all
Schedules 13G or 13D and any amendments thereto relating to ownership of any
voting equity security of a class which is registered pursuant to Section 12
of the Securities Exchange Act of 1934, as amended, as required by rules and
regulations promulgated under said Securities Exchange Act of 1934, and to
file the same with all documents required in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done and hereby ratifying
and confirming all said attorneys-in-fact and agents or any of them or their
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the corporation has caused this power of
attorney to be executed in its corporate name by its President and its
Secretary with its corporate seal to be affixed hereto on this 4th day of
February, 2000.
Waddell & Reed, Inc.
/s/ Robert L. Hechler
Robert L. Hechler
President
Attest: /s/ Daniel C. Schulte
Daniel C. Schulte
Secretary
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, THAT:
The undersigned, Waddell & Reed Investment Management Company, a
corporation organized and existing under the laws of the State of Kansas,
constitutes and appoints Wendy J. Hills, Mark P. Buyle and Kristen A.
Richards and each of them severally, its true and lawful attorneys-in-fact on
behalf of the corporation and in its place and stead, in any and all
capacities, to execute any and all Schedules 13G or 13D and any amendments
thereto relating to ownership of any voting equity security of a class which
is registered pursuant to Section 12 of the Securities Exchange Act of 1934,
as amended, as required by rules and regulations promulgated under said
Securities Exchange Act of 1934, and to file the same with all documents
required in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done and hereby ratifying and confirming all
said attorneys-in-fact and agents or any of them or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the corporation has caused this power of
attorney to be executed in its corporate name by its Executive Vice President
and its Secretary with its corporate seal to be affixed hereto on this 4th
day of February, 2000.
Waddell & Reed Investment Management Company
/s/ Robert L. Hechler
Robert L. Hechler
Executive Vice President
Attest: /s/ Daniel C. Schulte
Daniel C. Schulte
Secretary
