October 7, 1999
SECURITIES AND EXCHANGE COMMISSION
450 Fifth Street, NW
Judiciary Plaza
Washington, D.C. 20549
Re: Schedule 13G- Incyte Pharmaceuticals, Inc.
Dear Sir or Madam:
We are hereby transmitting by EDGAR Amendment No. 1 to Schedule
13G on behalf of Waddell & Reed Financial, Inc.
If you have any questions concerning the Schedule 13G filing,
please call me at (913) 236-2013.
Very truly yours,
/s/ Kristen A. Richards
Staff Attorney
KAR/fr
<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
AMENDMENT NO. 1
INCYTE PHARMACEUTICALS, INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
45337C102
(CUSIP Number)
SEPTEMBER 30, 1999
(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).
<PAGE>
CUSIP No. 45337C102 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 2,830,600 (See Item 4)
6. SHARED VOTING POWER 0
7. SOLE DISPOSITIVE POWER 2,830,600 (See Item 4)
8. SHARED DISPOSITIVE POWER 0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 2,830,600 (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: 10.1
12. TYPE OF PERSON REPORTING: IA
<PAGE>
CUSIP No. 45337C102 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 2,830,600 (See Item 4)
6. SHARED VOTING POWER 0
7. SOLE DISPOSITIVE POWER 2,830,600 (See Item 4)
8. SHARED DISPOSITIVE POWER 0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 2,830,600 (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: 10.1
12. TYPE OF PERSON REPORTING: BD
<PAGE>
CUSIP No. 45337C102 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 2,830,600 (See Item 4)
6. SHARED VOTING POWER 0
7. SOLE DISPOSITIVE POWER 2,830,600 (See Item 4)
8. SHARED DISPOSITIVE POWER 0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 2,830,600 (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: 10.1
12. TYPE OF PERSON REPORTING: HC
<PAGE>
CUSIP No. 45337C102 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 2,830,600 (See Item 4)
6. SHARED VOTING POWER 0
7. SOLE DISPOSITIVE POWER 2,830,600 (See Item 4)
8. SHARED DISPOSITIVE POWER 0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 2,830,600 (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: 10.1
12. TYPE OF PERSON REPORTING: HC
<PAGE>
ITEM 1(a): NAME OF ISSUER: Incyte Pharmaceuticals, Inc.
ITEM 1(b): ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
3160 Porter Drive
Palo Alto, CA 94304
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: 45337C102
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,<PAGE>investment advisory subsidiary of
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 contract grants 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 be to 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 and that they are not
otherwise required to attribute to each other the
"beneficial ownership" of securities held by any of
them or by any persons or entities advised by WRIMCO.
"Beneficial ownership" is attributed to the parent
companies solely because of the parent company
relationship to WRIMCO.
(a) Amount beneficially owned: 2,830,600
(b) Percent of class: 10.1
(c) Number of shares as to which the person has:
(i) Sole voting power to vote or to direct the
vote:
WDR: 0
WRFSI: 0
WRI: 0
WRIMCO: 2,830,600
(ii) Shares power to vote or to direct the vote:
0
(iii) Sole power to dispose or to direct the
disposition of: 0
(iv) Shared power to dispose or to direct the
disposition of:
WDR: 0
WRFSI: 0
WRI: 0
WRIMCO: 2,830,600
<PAGE>
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: [ ]
ITEM 6: OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF
ANOTHER PERSON:
The clients of WRIMCO, including investment companies
registered under the Investment Company Act of 1940 and
other managed accounts, have the right to receive
dividends from as well as the proceeds from the
sale of such securities.
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.
<PAGE>
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: October 7, 1999
Waddell & Reed Financial, Inc. Waddell & Reed Financial
Services, Inc.
By: /s/ Helge K. Lee By: /s/ Helge K. Lee
Name: Helge K. Lee Name: Helge K. Lee
Title: Secretary Title: Vice President
Waddell & Reed, Inc. Waddell & Reed Investment
Management Company
By: /s/ Helge K. Lee By: /s/ Helge K. Lee
Name: Helge K. Lee Name: Helge K. Lee
Title: Senior Vice President Title: Senior Vice President
<PAGE>
EXHIBIT INDEX
Exhibit
No. Description
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
<PAGE>
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 7th day of October, 1999.
Waddell & Reed Financial, Inc. Waddell & Reed Financial
Services, Inc.
By: /s/ Helge K. Lee By: /s/ Helge K. Lee
Name: Helge K. Lee Name: Helge K. Lee
Title: Secretary Title: Vice President
Waddell & Reed, Inc. Waddell & Reed Investment
Management Company
By: /s/ Helge K. Lee By: /s/ Helge K. Lee
Name: Helge K. Lee Name: Helge K. Lee
Title: Senior Vice President Title: Senior Vice President
<PAGE>
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
<PAGE>
EXHIBIT 3
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, THAT:
The undersigned Waddell & Reed Financial, Inc., a
corporation organized and existing under the laws of the State of
Delaware, constitutes and appoints Helge K. Lee, Robert L.
Hechler 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 corporate seal to be affixed
hereto on October 7, 1999.
Waddell & Reed Financial, Inc.
By: /s/ Robert L. Hechler
Name: Robert L. Hechler
Title: Executive Vice President
Attest: /s/ Helge K. Lee
Secretary
