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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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): FEBRUARY 28, 2000
Commission File Number 001-13913
WADDELL & REED FINANCIAL, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 51-0261715
(State or other (IRS Employer
jurisdiction of Identification No.)
incorporation)
6300 LAMAR AVENUE
OVERLAND PARK, KANSAS
66202
(Address of principal executive offices)
(Zip Code)
(913) 236-2000
(Registrant's telephone number including area code)
Not Applicable
(Former name or former address, if changed since last report)
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Item 5. Other Events.
In a press release dated February 28, 2000, Waddell & Reed Financial,
Inc. announced that it had agreed to acquire the Legend Group of Companies, a
privately held mutual fund distribution and retirement planning company based in
Palm Beach Gardens, Florida. A copy of the press release is attached hereto as
an exhibit and is incorporated by reference herein.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
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EXHIBIT NO. EXHIBIT
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99 Press Release of Waddell & Reed Financial, Inc. dated
February 28, 2000.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
WADDELL & REED FINANCIAL, INC.
By: /s/ John E. Sundeen, Jr.
-----------------------------------
Name: John E. Sundeen, Jr.
Title: Senior Vice President and
Chief Financial Officer
Date: February 28, 2000
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INDEX TO EXHIBITS
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EXHIBIT NO. EXHIBIT PAGE
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99 Press Release of Waddell & Reed Financial, Inc. dated
February 28, 2000.
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EXHIBIT 99
Waddell & Reed Financial, Inc.
6300 Lamar
Overland Park, Kansas 66202
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NEWS RELEASE
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Contact: D. Tyler Towery NYSE: WDR and WDR.B
Investor Relations
(913) 236-1806 FOR IMMEDIATE RELEASE
WADDELL & REED TO ACQUIRE THE LEGEND GROUP,
EXPANDING ITS POSITION IN THE 403(b)MARKET
OVERLAND PARK, Kan., Feb. 28, 2000 - Waddell & Reed Financial, Inc. (NYSE: WDR
and WDR.B) today announced a definitive agreement to acquire The Legend Group, a
privately held mutual fund distribution and retirement planning company based in
Palm Beach Gardens, Fla. Through its network of more than 300 financial
advisors, The Legend Group serves employees of school districts and other
not-for-profit organizations nationwide.
As of December 31, 1999, The Legend Group had approximately 61,000 clients with
$3.1 billion in third-party mutual fund assets, primarily in retirement plans.
For the year 1999, The Legend Group had $39.1 million of revenue and $7.7
million of earnings before interest, taxes, depreciation and amortization
expense.
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Under the terms of the agreement, Waddell & Reed will pay $61 million in cash,
and contingent cash payments over 3 years of up to $14 million, to acquire all
of the stock of The Legend Group. Waddell & Reed expects that the acquisition
will be modestly accretive to earnings in 2000 and increasingly so going
forward. It is expected that the transaction will be completed within the next
60 days, assuming the fulfillment of customary business and regulatory
conditions.
"We are delighted to be adding The Legend Group, a leader in the 403(b)
business, to Waddell & Reed," said Keith Tucker, CEO of Waddell & Reed. "The
Legend Group's concentration in the kindergarten through 12th grade market
aligns well with our strategy of concentrating primarily on underserved
middle-income and upper-middle-income Americans. Together, we will have a very
strong position in the public education market, and we will be well positioned
for continued expansion. We also increase the number of advisors in the overall
Waddell & Reed family of companies by more than 300, which provides us greater
overall asset-generating capacity."
Philip C. Restino, founder of The Legend Group, will remain with The Legend
Group, as will its senior management team, comprising Mike Provines as
president, Mark Spinello as executive vice president and Glenn Ferris as senior
vice president. The Legend Group will continue to operate under its existing
name and all of its employees will remain in place.
"We have had many opportunities over the years to explore potential transactions
with a variety of possible partners," Restino said, "but we never found as
compelling a fit as we have with Waddell & Reed. This transaction ensures the
perpetuation of our business with a partner that understands our market, has a
similar business philosophy, and is committed to ensuring our continued growth."
Tucker indicated that the companies are exploring numerous opportunities to work
together, including the possible addition of Waddell & Reed's United and Waddell
& Reed fund families to The Legend Group platform, and the utilization of each
other's proprietary products and systems with clients. Tucker further indicated
that he expects Waddell & Reed and The Legend Group to work closely together in
the recruitment and training of financial advisors.
Waddell & Reed Financial, Inc., through its subsidiaries, provides investment
management services for retail and institutional investors throughout the United
States, including serving as investment adviser and exclusive underwriter and
distributor of the United Group of Mutual Funds, the Waddell & Reed Funds, Inc.
and the Target/United Funds, Inc. At December 31, 1999, the Company had 1.7
million retail accounts and assets under management of $37.3 billion.
The Legend Group provides retirement planning services to employees of school
districts and other not-for-profit organizations, including strategic asset
allocation services utilizing
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proprietary systems. Formed in 1965, The Legend Group had 61,000 clients and
mutual fund assets of $3.1 billion as of December 31, 1999.
Toll Free: (800) 532-2757
[email protected]
HTTP://WWW.WADDELL.COM
# # # # #
The statements in this release relating to matters that are not historical facts
are forward-looking statements based on management's belief and assumptions
using currently available information. Although the Company believes that the
expectations reflected in such forward-looking statements are reasonable, it
cannot give any assurances that these expectations will prove to be correct.
Such statements involve a number of risks and uncertainties, including, but not
limited to, the ability to manage rapid growth and business diversification,
risks associated with acquisitions, competition, governmental regulation and
other risks and uncertainties detailed in the reports filed by the Company with
the Securities and Exchange Commission. Should one or more of these risks
materialize (or the consequences of such a development worsen), or should the
underlying assumptions prove incorrect, actual results could differ materially
from those forecasted or expected. The Company assumes no duty to publicly
update such statements.
