SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
TENDER
OFFER STATEMENT UNDER SECTION
14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
WADDELL &
REED FINANCIAL, INC.
(Name of Subject Company (Issuer) and Filing Person (Offeror))
OPTIONS
TO PURCHASE CLASS A COMMON STOCK, $.01 PAR VALUE PER SHARE
(Title of Class of Securities)
930059100
(CUSIP Number of Class of Securities)
(Underlying Class A Common Stock)
DANIEL
C. SCHULTE
SECRETARY
WADDELL & REED FINANCIAL, INC.
6300 LAMAR AVENUE
OVERLAND PARK, KANSAS 66202
TELEPHONE: (913) 236-2000
(Name,
address and telephone number of person authorized to receive notice and
communications on behalf of filing persons)
COPIES TO:
ALAN
J. BOGDANOW, ESQ.
VINSON & ELKINS L.L.P.
2001 ROSS AVENUE
SUITE 3700
DALLAS, TX 75201
TELEPHONE: (214) 220-7700
CALCULATION OF FILING FEE
TRANSACTION VALUATION* | AMOUNT OF FILING FEE* | |
Not Applicable | Not Applicable | |
*No filing fee is required because this filing contains only preliminary communications made before commencement of a tender offer.
Amount Previously Paid: None.
Form or Registration No.: Not applicable.
Filing Party: Not applicable.
Date Filed: Not applicable.
Check the appropriate boxes below to designate any transactions to which the statement relates:
Check the following box if the filing is a final amendment reporting the results of the tender offer: o
[WADDELL & REED LOGO]
Memo
TO: | Option Holders | |
FROM: | Keith A. Tucker | |
SUBJECT: | Tender for Options |
Waddell & Reed is planning some significant changes to equity compensation for employees. As a way to introduce the concept to the public, we will be including the following language in our third quarter earnings press release. Please do not discuss the contents of this memo with anyone until the press release has gone over the wire on Thursday.
"In recognition of the accounting changes that are emerging for long-term incentive compensation, Waddell & Reed has decided to significantly reduce its reliance on stock options in a manner designed to promote financial statement clarity and employee retention while reducing share dilution. The changes will be implemented in two steps:
The annual grants of restricted stock will be expensed over their vesting period. The option tender will result in immediate expense recognition in the first quarter of 2003 for shares of restricted stock issued as part of the tender.
It is anticipated that together these steps will meaningfully reduce options outstanding, result in increased non-cash compensation charges in years subsequent to 2002 and promote employee retention. It has been determined that Keith A. Tucker, Chairman and Chief Executive Officer, will not be eligible to participate in the 2003 option tender."
More details will be provided as the specifics of the plan are determined by the Compensation Committee of the Board and we get closer to an offer periodpotentially in early February.