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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
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FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
WADDELL & REED FINANCIAL, INC.
(Exact name of registrant as specified in its charter)
Delaware 51-0261715
(State of incorporation or organization) (I.R.S. Employer Identification No.)
6300 Lamar Avenue
Overland Park, Kansas 66202
(Address of principal executive officers) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of securities registration of a class of securities
pursuant to Section 12(b) of the pursuant to Section 12(g) of the
Exchange Act and is effective Exchange Act and is effective
pursuant to General Instruction pursuant to General Instruction
A.(c), please check the following A.(c), please check the following
box. [_] box. [_]
Securities Act registration statement file number to which this form relates:
333-43687.
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on
to be so registered which each class is to be registered
Class A Common Stock, New York Stock Exchange
$.01 par value per share
Securities to be registered pursuant to Section 12(g) of the Act:
None
(title of class)
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Item 1. Description of Securities to be Registered.
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For a description of the Registrant's Class A Common Stock, $0.01 par
value, see "Description of Capital Stock" contained in the Prospectus which
forms a part of the Registrant's Registration Statement on Form S-1,
Registration No. 333-43687, as filed with the Securities and Exchange Commission
on January 2, 1998 under the Securities Act of 1933, as amended, including all
amendments to such Registration Statement. Such description is incorporated
herein by this reference.
Item 2. Exhibits.
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All of the following exhibits are incorporated by reference to the
Registrant's Pre-Effective Amendment No. 3 to Registration Statement on Form S-
1, Registration No. 333-43687, as filed with the Securities and Exchange
Commission on February 27, 1998 under the Securities Act of 1933, as amended,
including all amendments to such Registration Statement.
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EXHIBIT
Number DESCRIPTION OF EXHIBIT
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1.1 -- Form of Underwriting Agreement
3.1 -- Certificate of Incorporation of the Company
3.2 -- Bylaws of the Company
4.1 -- Specimen of Common Stock Certificate
4.2 -- Promissory Note of United Investors Management Company, payable to Torchmark
Corporation, dated November 25, 1997
4.3 -- Promissory Note of United Investors Management Company, payable to Liberty National
Life Insurance company, dated November 25, 1997
4.4 -- Promissory Note of Waddell & Reed Financial Services, Inc., payable to United
Investors Management Company, dated December 23, 1996
4.5 -- Assignment by United Investors Management Company to Liberty National Life
Insurance Company, dated December 23, 1996
5.1 -- Form of Opinion of Hughes & Luce, L.L.P. regarding legality of securities being
registered
10.1 -- Form of Public Offering and Separation Agreement between Torchmark Corporation and
Waddell & Reed Financial, Inc.
10.2 -- Form of Tax Disaffiliation Agreement between Torchmark Corporation and Waddell &
Reed Financial, Inc.
10.3 -- Form of Investment Services Agreement between Waddell & Reed Investment Management
Company and Waddell & Reed Asset Management Company
10.4 -- General Agent Contract, dated January 1, 1985, between United Investors Life
Insurance Company and W&R Insurance Agency, Inc.
10.5 -- Form of Amendment Extending General Agent Contract between United Investors Life
Insurance Company and W&R Insurance Agency, Inc.
10.6 -- Independent Agent Contract, dated June 25, 1997, between United American Insurance
Company, W&R Insurance Agency, Inc., and affiliates identified therein
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10.7 -- Form of Amendment Extending Independent Agent Contract between United American
Insurance Company, W&R Insurance Agency, Inc. and affiliates identified therein
10.8 -- Form of The 1998 Stock Incentive Plan
10.9 -- Form of The 1998 Non-Employee Stock Director Plan
10.10 -- Form of The 1998 Executive Deferred Compensation Stock Plan
10.11 -- Form of Waddell & Reed Financial, Inc. Savings and Investment Plan
10.12 -- Form of Waddell & Reed Financial, Inc. Retirement Income Plan
10.13 -- Form of Waddell & Reed, Inc. Career Field Retirement Plan
10.14 -- Form of Property Management Contract between United Investors Park
Owners Association and Waddell & Reed Property Management Division
10.15 -- Form of Amendment Extending Distribution Contract between United
Investors Life Insurance Company and TMK/United Funds, Inc.
10.16 -- Distribution Contract, dated April 4, 1997, between United
Investors Life Insurance Company and TMK/United Funds, Inc.
10.17 -- Form of Agreement Amending Principal Underwriting Agreement
between United Investors Life Insurance Company and Waddell &
Reed, Inc.
10.18 -- Principal Underwriting Agreement, dated May 1, 1990, between
United Investors Life Insurance company and Waddell & Reed, Inc.
10.19 -- Form of Services Agreement between Waddell & Reed Investment
Management Company and Waddell & Reed Asset Management Company
10.20 -- Form of Reciprocity Agreement between Torchmark Corporation and
Waddell & Reed Financial, Inc.
10.21 -- Form of Administrative Services Agreement between Torchmark
Corporation and Waddell & Reed Financial, Inc.
21.1 -- Subsidiaries of the Registrant
23.1 -- Consent of Hughes & Luce, L.L.P. (included in Exhibit 5.1)
23.2 -- Consent of KPMG Peat Marwick LLP
24.1 -- Powers of Attorney (appearing on Signature Page of Registration
Statement on Form S-1 filed January 2, 1998, Registration No.
333-43687)
27.1 -- Financial Data Schedule
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, as amended, the registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereto duly authorized.
Date: February 27, 1998
WADDELL & REED FINANCIAL, INC.
(Registrant)
By: /s/ KEITH A. TUCKER
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Keith A. Tucker
Chief Executive Officer
