Waddell & Reed Financial Inc – ‘8-A12B’ on 10/1/98

As of:  Thursday, 10/1/98   ·   Accession #:  930661-98-2062   ·   File #:  1-13913

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Registration of a Class of Securities   —   Form 8-A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-A12B      Form 8-A                                               6     24K 
 2: EX-4.1      Form of Class B Stock Certificate                      2      9K 

8-A12B   —   Form 8-A
Document Table of Contents

8-A12B
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SECURITIES AND EXCHANGE COMMISSION  
Washington, D.C.  20549 
______________________________  

FORM 8-A  
______________________________  

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)           

                                                        [Enlarge/Download Table]
                                                                                             
If this form relates to the registration of   If this form relates to the registration of a  
 a class of securities pursuant to Section   class of securities pursuant to Section 12(g) of
12(b) of the Exchange Act and is effective     the Exchange Act and is effective pursuant to 
  pursuant to General Instruction A.(c),        General Instruction A.(c), please check the  
  please check the following box.  [X]                      following box.  [  ]             


Securities Act registration statement file number to which this form            
relates: ______________                                                         
(If applicable)                                                 

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 B Common Stock, $.01 par value per share      New York Stock Exchange     

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.                            
-------------------------------------------                   

(a)      Class B Common Stock, $.01 par value (the "Class B Common Stock").     

 (1)    (i)   Dividend rights: Whenever dividends upon any series of preferred
     stock are at the time outstanding and the extent of the
              preference to which such stock is entitled has been paid in full
         or declared and set apart for payment for all past dividend
           periods, and after the provisions for any sinking or purchase
               fund or funds for any series of preferred stock has been complied
           with, the Registrant's Board of Directors may declare and pay
              dividends on the Class B Common Stock, payable in cash, stock or
               otherwise, and the holders of any series of preferred stock shall
            not be entitled to share therein, subject to the provisions of
            the resolution or resolutions creating any series of preferred
          stock. Holders of Class B Common Stock will receive an equal
   amount per share in any cash dividend declared by the
            Registrant's Board of Directors to that received by holders of
               the Registrant's Class A Common Stock, $.01 par value (the "Class
         A Common Stock"), subject to any preferential rights of any
      outstanding series of preferred stock of the Registrant.
              Dividends consisting of shares of Class A Common Stock and Class
               B Common Stock may be paid only as follows: (i) shares of Class A
              Common Stock may be paid only to holders of Class A Common Stock
               and shares of Class B Common Stock may be paid only to holders of
               Class B Common Stock and (ii) shares will be paid proportionately
            with respect to each outstanding share of Class A Common Stock
            and Class B Common Stock. Neither the Class A Common Stock nor
         the Class B Common Stock may be reclassified, subdivided or
               combined unless such reclassification, subdivision or combination
              occurs simultaneously and in the same proportion for each class.
            The declaration and payment of dividends by the Registrant are
               subject to the discretion of the Registrant's Board of Directors.

(ii)  Terms of conversion: Not applicable.                    

(iii) Sinking fund provisions: Not applicable.                

(iv)  Redemption provisions: Not applicable.                  

   (v)   Voting rights: Holders of each outstanding share of Class B
               Common Stock are entitled to five votes in person or by proxy for
      each share on all matters upon which stockholders of the
              Registrant are entitled to vote. Holders of Class B Common Stock
         are not eligible to vote on any alteration or change in the
          powers, preferences, or special rights of the Class A Common
             Stock that would not adversely affect the rights of the Class B
               Common Stock. Holders of Class B Common Stock are not entitled to
               cumulate their votes in the election of directors. Generally, all
          matters to be voted on by stockholders must be approved by a
      majority (or, in the case of election of directors, by a
          plurality) of the votes entitled to be cast by all shares of
             Class A Common Stock and Class B Common Stock present in person
         or represented by proxy, voting together as a single class,
              subject to any voting rights granted to holders of any preferred
stock.                                            

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            Except as otherwise required by law, and subject to any voting
               rights granted to any holders of any outstanding preferred stock,
         amendments to the Registrant's Certificate of Incorporation
             generally must be approved by a majority of the combined voting
               power of all Class A Common Stock and Class B Common Stock voting
        together as a single class. Amendments to the Registrant's
         Certificate of Incorporation that would alter or change the
          powers, preferences or special rights of the Class A Com mon
              Stock or the Class B Common Stock so as to affect them adversely
             also must be approved by a majority of the votes entitled to be
          cast by the holders of the shares affected by the amendment,
            voting as a separate class. Notwithstanding the foregoing, any
           amendment to the Registrant's Certificate of Incorporation to
             increase the authorized shares of any class or classes of stock
               will be deemed not to adversely affect the powers, preferences or
          special rights of the Class A Common Stock or Class B Common
Stock.                                            

       (vi)  Classification of Board of Directors: The Registrant's Board of
              Directors is divided into three classes with the initial term of
               the first class expiring at the annual meeting of stockholders to
              be held in 1999, the second class expiring at the annual meeting
             of stockholders to be held in 2000 and the third class expiring
            at the annual meeting of stockholders to be held in 2001. Each
           director is to hold office until his or her successor is duly
               elected and qualified. Commencing with the 1999 annual meeting of
              stockholders, directors elected to succeed directors whose terms
               then expire will be elected for a term of office to expire at the
         third succeeding annual meeting of stockholders after their
             election, with each director to hold office until such person's
successor is duly elected and qualified.          

        (vii) Liquidation rights: In the event of any liquidation, dissolution
             or winding up of the Registrant or upon the distribution of the
          assets of the Registrant remaining, after the payment to the
               holders of any series of preferred stock of the Registrant of the
          full preferential amounts to which they shall be entitled as
           provided in the resolution or resolutions creating any series
              thereof, the remaining assets of the Registrant shall be divided
               and distributed among the holders of the Class B Common Stock and
          the Class A Common Stock ratably, except as may otherwise be
               provided in such resolution or resolutions. Neither the merger or
              consolidation of the Registrant with another corporation nor the
         sale or lease of all or substantially all the assets of the
            Registrant shall be deemed to be a liquidation, dissolution or
           winding up of the Registrant or a distribution of its assets.

(viii)Preemptive rights: Not applicable.                      

         (ix)  Liability to further calls or to assessment by the Registrant and
           for liabilities of the Registrant imposed on its stockholders
under State statutes: Not applicable.             

   (x)   Restrictions on alienability of securities: Not applicable.

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         (xi)  Provisions discriminating against existing or prospective holders
           of securities as a result of such holder owning a substantial
amount of securities: Not applicable.             

(2) Rights of holders that may be modified other than by a vote of a  
majority or more of the shares outstanding, voting as a class:
        Amendments to the Registrant's Certificate of Incorporation that would
        alter or change the powers, preferences or special rights of the Class
 A Common Stock or the Class B Common Stock so as to affect them
        adversely also must be approved by a majority of the votes entitled to
        be cast by the holders of the shares affected by the amendment, voting
      as a separate class. Notwithstanding the foregoing, any amendment to
the Registrant's Certificate of Incorporation to increase the 
       authorized shares of any class or classes of stock will be deemed not
      to adversely affect the powers, preferences or special rights of the
        Class A Common Stock or Class B Common Stock, and may be approved by a
    majority of the votes entitled to be cast by all shares of Class A
        Common Stock and Class B Common Stock present in person or represented
    by proxy, voting together as a single class, subject to any voting
rights granted to holders of any preferred stock.             

(3) Registration of preferred stock: Not applicable.                  

(4) Limitations on rights: Not applicable.                            

    (5) Anti-Takeover Provisions: Certain of the provisions of the Certificate
      of Incorporation of the Registrant and Bylaws may have the effect of
         making more difficult or discouraging a tender offer, proxy contest, or
     other takeover attempt that is opposed by the Registrant's Board of
   Directors. Those provisions include (i) the classification of the
  Company's Board of Directors; (ii) restrictions on the rights of
       stockholders to remove or elect directors; (iii) prohibitions against
     stockholders calling a special meeting of stockholders or action by
       unanimous written consent in lieu of a meeting and (iv) the authority
of the Board of Directors, without action by the Registrant's 
         stockholders, to fix certain terms and issue shares of preferred stock,
  $1.00 par value, which could have powers, rights, or preferences
     superior to that of the Class A Common Stock and the Class B Common
   Stock. In addition, the Registrant's Certificate of Incorporation
     contains provisions relating to the allocation of certain corporate
opportunities and resolution of certain potential conflicts of
interest.                                                     

Item 2.  Exhibits.                                                              
---------                                                     

  Except as otherwise indicated, each of the following exhibits is
incorporated by reference to the Registrant's Registration Statement on Form    
S-1 (Securities and Exchange Commission File No. 333-43687) and the Registrant's
Quarterly Report on Form 10-Q for the quarter ended March 31, 1998.             

EXHIBIT                                                                       
NUMBER                              DESCRIPTION OF EXHIBIT                    
--------                             ----------------------                     
3.1  -- Certificate of Incorporation of the Company (filed as Exhibit 3.1 to
       the Company's Registration Statement No. 333-43687 and incorporated
herein by reference).                                       

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3.2  -- Bylaws of the Company (filed as Exhibit 3.2 to the Company's        
   Registration Statement No. 333-43687 and incorporated herein by
reference).                                                 

4.1* -- Form of Class B Stock Certificate.                                  

10.1  -- Public Offering and Separation Agreement, dated as of March 3, 1998, 
    between Torchmark Corporation and Waddell & Reed Financial, Inc.
         (filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q
   for the quarter ended March 31, 1998 and incorporated herein by
reference).                                                 

______________                                              
* Filed herewith                                            

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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:  October 1, 1998                                                          

          WADDELL & REED FINANCIAL, INC.
(Registrant)        

    By:  /s/ Keith A. Tucker
                 ---------------------------
     Keith A. Tucker
                               Chairman of the Board and Chief Executive
Officer   

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-A12B’ Filing		Date		First		Last			Other Filings
Filed on:		10/1/98		6
		3/31/98		4		5			10-Q
		3/3/98		5
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