<PAGE>
Filed pursuant to Rules 424(b)(3) and 424(c)
SEC File No. 333-65827
PROSPECTUS SUPPLEMENT #1
To Prospectus Dated December 15, 1998
WADDELL & REED FINANCIAL, INC.
This Prospectus Supplement supplements and amends the accompanying Prospectus
dated December 15, 1998, which collectively relate to 5,216,537 shares of the
Class A common stock of Waddell & Reed Financial, Inc. (the "Company") which may
be offered by the selling stockholders named herein from time to time.
The table set forth on Page 10 of the Prospectus, under the caption "Selling
Stockholders", is hereby supplemented as follows:
SELLING STOCKHOLDERS
The table below sets forth information with respect to the
beneficial ownership of the Class A common stock of the Company by the
selling stockholders immediately prior to this offering and as adjusted to
reflect the sale of shares of Class A common stock pursuant to the offering.
Of the selling stockholders, only Keith A. Tucker, Henry J. Herrmann,
Robert L. Hechler and R. K. Richey own or have the right to acquire through
exercise of stock options, on the date hereof, in excess of one percent of
the outstanding Class A common stock. All information with respect to the
beneficial ownership has been furnished by the selling stockholders. The
number of shares which may be sold by each such selling stockholders from
time to time will be updated in supplements to this Prospectus, which will be
filed with the Commission in accordance with Rule 424(b) of the Securities
Act.
<TABLE>
<CAPTION>
Class A common stock
Relationship with Owned as of Shares to
Name Company June 30, 1999 (1) Be Sold (2)
---- ------------------ ------------------- -----------
<S> <C> <C> <C>
Keith A. Tucker Chairman of the Board, 1,461,801 180,000 (3)
Chief Executive Officer 131,736 (4)
and Director 135,496 (5)
416,911 (6)
270,992 (7)
340,808 (8)
465,689 (9)
164,100 (10)
93,000 (11)
Tucker KA Child Trust 64,204 64,204 (9)
</TABLE>
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<TABLE>
<CAPTION>
Class A common stock
Relationship with Owned as of Shares to
Name Company June 30, 1999 (1) Be Sold (2)
---- ------------------ ------------------- -----------
<S> <C> <C> <C>
Henry J. Herrmann President, Chief 617,919 344,600 (3)
Investment Officer 32,934 (4)
and Director 40,649 (5)
91,720 (6)
75,044 (7)
259,735 (9)
123,100 (10)
139,500 (11)
Robert L. Hechler Executive Vice 344,875 292,200 (3)
President, Chief 32,934 (4)
Operating Officer and 50,029 (6)
Director 33,353 (7)
144,876 (9)
102,600 (10)
93,000 (11)
Harold T. McCormick Director 15,343 6,000 (12)
6,714 (13)
11,226 (14)
6,036 (15)
5,515 (25)
6,428 (9)
1,811 (16)
3,000 (26)
10,121 (27)
Louis T. Hagopian Director 33,259 6,000 (12)
6,234 (13)
11,519 (14)
5,457 (25)
20,703 (9)
1,811 (16)
3,000 (26)
9,271 (28)
R. K. Richey Director 231,740 6,000 (12)
14,481 (17)
21,126 (18)
90,540 (6)
60,360 (30)
3,000 (26)
Richey Capital Partners, LTD 246,810 94,814 (29)
94,705 (9)
Richey RK Child Trust 25,985 25,985 (9)
Joseph L. Lanier, Jr. Director 37,931 6,000 (12)
5,891 (13)
11,226 (14)
5,483 (20)
19,194 (9)
1,811 (16)
9,792 (28)
3,000 (26)
</TABLE>
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<TABLE>
<CAPTION>
Class A common stock
Relationship with Owned as of Shares to
Name Company June 30, 1999 (1) Be Sold (2)
---- ------------------ ------------------- -----------
<S> <C> <C> <C>
William L. Rogers Director 4,093 10,000 (21)
10,933 (14)
3,000 (26)
James M. Raines Director 4,231 10,000 (22)
12,307 (23)
9,480 (28)
3,000 (26)
George J. Records Director 14,573 6,000 (12)
5,873 (13)
11,226 (14)
6,036 (15)
5,515 (25)
5,191 (9)
1,811 (16)
9,792 (28)
3,000 (26)
David L. Boren Director 6,019 6,000 (12)
6,036 (15)
1,811 (16)
3,000 (26)
Joseph M. Farley Director 26,100 6,000 (12)
9,215 (14)
16,418 (9)
1,811 (16)
8,000 (28)
3,000 (26)
Michael D. Strohm Senior Vice President 17,594 16,800 (3)
10,423 (6)
10,423 (7)
1,459 (9)
7,500 (10)
D. Tyler Towery Vice President 33,740 5,420 (6)
5,420 (7)
17,510 (9)
3,500 (10)
</TABLE>
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<TABLE>
<CAPTION>
Class A common stock
Relationship with Owned as of Shares to
Name Company June 30, 1999 (1) Be Sold (2)
---- ------------------ ------------------- -----------
<S> <C> <C> <C>
Robert J. Williams, Jr. Senior Vice President 8,838 16,676 (7)
61,800 (3)
27,000 (10)
Helge K. Lee General Counsel & 0 8,500 (24)
Secretary
Daniel C. Schulte Assistant Secretary 0 1,500 (10)
John E. Sundeen, Jr. Senior Vice President, 35,409 12,507 (6)
Chief Financial Officer 16,676 (7)
and Treasurer 7,504 (9)
58,000 (3)
40,000 (10)
</TABLE>
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(1) In each case, the indicated number of shares of Class A common stock
include both the number of shares held on the date indicated and the number
of shares issuable upon exercise of stock options held by the selling
stockholder within the next sixty days.
(2) Assumes all the shares of Class A common stock that may be offered are
sold.
(3) All such options were granted on March 4, 1998 pursuant to the 1998 Stock
Incentive Plan. The options are exercisable in three increments of 33.33%
each commencing on March 4, 2000 and on each of the two anniversaries
thereafter and expire on March 5, 2008.
(4) All such options were granted on March 4, 1998 pursuant to the 1998
Executive Deferred Compensation Stock Option Plan. The options are
exercisable in ten increments of 10% each commencing on March 4, 1999 and
on each of the nine anniversaries thereafter and expire on March 3, 2009.
(5) All such options were granted on November 6, 1998 pursuant to the 1998
Stock Incentive Plan in conjunction with the spin-off of the Company by
Torchmark, are immediately exercisable and expire on December 17, 2004.
(6) All such options were granted on November 6, 1998 pursuant to the 1998
Stock Incentive Plan in conjunction with the spin-off of the Company by
Torchmark, are immediately exercisable and expire on December 21, 2005.
(7) All such options were granted on November 6, 1998 pursuant to the 1998
Stock Incentive Plan in conjunction with the spin-off of the Company by
Torchmark. The options are exercisable in two increments of 50% each on
December 16, 1998 and December 16, 1999 and expire on December 17, 2006.
(8) All such options were granted on November 6, 1998 pursuant to the 1998
Executive Deferred Compensation Plan in connection with the spin-off of the
Company by Torchmark. The options are exercisable in ten increments of 10%
each commencing on January 31, 1998 and on each of the nine anniversaries
thereafter and expire on January 30, 2008.
(9) All such options were granted on November 6, 1998 pursuant to the 1998
Stock Incentive Plan in connection with the spin-off of the Company by
Torchmark, are immediately exercisable and expire on September 26, 2007.
(10) All such options were granted on December 16, 1998 pursuant to the 1998
Stock Incentive Plan. The options are exercisable in three increments of
33.33% each commencing on December 16, 2000 and on the two anniversaries
thereafter and expire on December 17, 2008.
(11) All such options were granted on December 16, 1998 pursuant to the 1998
Executive Deferred Stock Option Plan. The options are exercisable in ten
increments of 10% each commencing on December 16, 1999 and on each of the
nine anniversaries thereafter and expire on December 15, 2009.
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(12) All such options were granted on March 4, 1998 pursuant to the 1998 Stock
Incentive Plan. The options are exercisable in three increments of 33.33%
each commencing on March 4, 2000 and on each of the two anniversaries
thereafter and expire on March 5, 2008.
(13) All such options were granted on March 4, 1998 pursuant to the 1998
Non-Employee Director Stock Option Plan. The options are exercisable in ten
annual increments of 10% each commencing on March 4, 1999 and on each of
the nine anniversaries thereafter and expire on March 3, 2009.
(14) All such options were granted on April 23, 1998 pursuant to the 1998
Non-Employee Director Stock Option Plan. The options are exercisable in ten
annual increments of 10% each commencing on April 23, 1999 and on each of
the nine anniversaries thereafter and expire on April 22, 2009.
(15) All such options were granted on November 6, 1998 pursuant to the 1998
Stock Incentive Plan in conjunction with the spin-off of the Company by
Torchmark. The options are exercisable in ten increments of 10% each
commencing on December 18, 1997 and on each of the nine anniversaries
thereafter and expire on December 17, 2007.
(16) All such options were granted on November 6, 1998 pursuant to the 1998
Stock Incentive Plan in conjunction with the spin-off of the Company by
Torchmark, are immediately exercisable and expire on January 3, 2008.
(17) All such options were granted on November 6, 1998 pursuant to the 1998
Stock Incentive Plan in conjunction with the spin-off of the Company by
Torchmark, are immediately exercisable and expire on December 8, 2002.
(18) All such options were granted on November 6, 1998 pursuant to the 1998
Stock Incentive Plan in conjunction with the spin-off of the Company by
Torchmark, are immediately exercisable and expire on December 17, 2004.
(19) All such options were granted on November 6, 1998 pursuant to the 1998
Stock Incentive Plan in conjunction with the spin-off of the Company by
Torchmark. The options are exercisable in two increments of 50% each on
December 16, 1998 and December 16, 1999 and expire on December 17, 2006.
(20) All such options were granted on November 6, 1998 pursuant to the 1998
Stock Incentive Plan in conjunction with the spin-off of the Company by
Torchmark. The options are exercisable in ten annual increments of 10% each
commencing on January 2, 1998 and expire on January 1, 2008.
(21) All such options were granted on April 15, 1998 pursuant to the 1998 Stock
Incentive Plan. The options are exercisable in three increments of 33.33%
each commencing on March 4, 2000 and on each of the two anniversaries
thereafter and expire on April 16, 2008.
(22) All such options were granted on July 22, 1998 pursuant to the 1998 Stock
Incentive Plan. The options are exercisable in three increments of 33.33%
each commencing on March 4, 2000 and on each of the two anniversaries
thereafter and expire on July 23, 2008.
(23) All such options were granted on August 5, 1998 pursuant to the 1998
Non-Employee Director Stock Option Plan. The options are exercisable in ten
annual increments of 10% each commencing on August 5, 1999 and on each of
the nine anniversaries thereafter and expire on August 4, 2009.
(24) All such options were granted on February 22, 1999 pursuant to the 1998
Stock Incentive Plan. The options are three annual increments of 33.33%
each commencing on February 22, 2000 and on each of the two anniversaries
thereafter and expire on February 23, 2009.
(25) All such options were granted on November 6, 1998 pursuant to the 1998
Stock Incentive Plan in conjunction with the spin-off of the Company by
Torchmark. The options are exercisable in ten annual increments of 10% each
commencing on January 31, 1998 and expire on January 30, 2008.
(26) All such options were granted on January 4, 1999 pursuant to the 1998 Stock
Incentive Plan. The options are immediately exercisable and expire on
January 5, 2009.
<PAGE>
(27) All such options were granted on January 19, 1999 pursuant to the 1998
Non-Employee Director Stock Option Plan. The options are exercisable in ten
annual increments of 10% each commencing on January 19, 2000 and on each of
the nine anniversaries thereafter and expire on January 18, 2010.
(28) All such options were granted on January 4, 1999 pursuant to the 1998
Non-Employee Director Stock Option Plan. The options are exercisable in ten
annual increments of 10% each commencing on January 4, 2000 and on each of
the nine anniversaries thereafter and expire on January 3, 2010.
(29) All such options were granted on November 6, 1998 pursuant to the 1998
Stock Incentive Plan in conjunction with the spin-off of the Company by
Torchmark, are immediately exercisable and expire on January 30, 2008.
(30) All such options were granted on November 6, 1998 pursuant to the 1998
Stock Incentive Plan in conjunction with the spin-off of the Company by
Torchmark, are immediately exercisable and expire on December 17, 2006.
This Prospectus Supplement is dated July 7, 1999.
