0000912057-01-537819.txt : 20011119
0000912057-01-537819.hdr.sgml : 20011119
ACCESSION NUMBER: 0000912057-01-537819
CONFORMED SUBMISSION TYPE: SC 13G
PUBLIC DOCUMENT COUNT: 4
FILED AS OF DATE: 20011106
GROUP MEMBERS: WADDELL & REED FINANCIAL SERVICES, INC.
GROUP MEMBERS: WADDELL & REED INVESTMENT MANAGEMENT COMPANY
GROUP MEMBERS: WADDELL & REED, INC.
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: WADDELL & REED FINANCIAL INC
CENTRAL INDEX KEY: 0001052100
STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211]
IRS NUMBER: 510261715
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13G
BUSINESS ADDRESS:
STREET 1: 6300 LAMAR AVE
STREET 2: P O BOX 29217
CITY: OVERLAND PARK
STATE: KS
ZIP: 66202-4200
BUSINESS PHONE: 9132362000
MAIL ADDRESS:
STREET 1: P O BOX 29217
STREET 2: 6300 LAMAR AVE
CITY: OVERLAND PARK
STATE: KS
ZIP: 66202-4200
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: GALYANS TRADING CO INC
CENTRAL INDEX KEY: 0001137067
STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-MISCELLANEOUS SHOPPING GOODS STORES [5940]
IRS NUMBER: 351529720
STATE OF INCORPORATION: IN
FISCAL YEAR END: 0131
FILING VALUES:
FORM TYPE: SC 13G
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-62173
FILM NUMBER: 1775881
BUSINESS ADDRESS:
STREET 1: 2437 EAST MAIN STREET
CITY: PLAINFIELS
STATE: IN
ZIP: 46168
BUSINESS PHONE: 3175320200
MAIL ADDRESS:
STREET 1: 2437 EAST MAIN STREET
CITY: PLAINFIELDS
STATE: IN
ZIP: 46168
SC 13G
1
a2062643zsc13g.txt
SCHEDULE 13G
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
GALYAN'S TRADING COMPANY
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
36458R101
(CUSIP Number)
OCTOBER 31, 2001
(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).
CUSIP No. 36458R101 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 1,708,400 (See Item 4)
6. SHARED VOTING POWER 0
7. SOLE DISPOSITIVE POWER 1,708,400 (See Item 4)
8. SHARED DISPOSITIVE POWER 0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 1,708,400 (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: 10.0%
12. TYPE OF PERSON REPORTING: IA
CUSIP No. 36458R101 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 1,708,400 (See Item 4)
6. SHARED VOTING POWER 0
7. SOLE DISPOSITIVE POWER 1,708,400 (See Item 4)
8. SHARED DISPOSITIVE POWER 0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 1,708,400 (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: 10.0%
12. TYPE OF PERSON REPORTING: BD
CUSIP No. 36458R101 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 1,708,400 (See Item 4)
6. SHARED VOTING POWER 0
7. SOLE DISPOSITIVE POWER 1,708,400 (See Item 4)
8. SHARED DISPOSITIVE POWER 0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 1,708,400 (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: 10.0%
12. TYPE OF PERSON REPORTING: HC
CUSIP No. 36458R101 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 1,708,400 (See Item 4)
6. SHARED VOTING POWER 0
7. SOLE DISPOSITIVE POWER 1,708,400 (See Item 4)
8. SHARED DISPOSITIVE POWER 0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 1,708,400 (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: 10.0%
12. TYPE OF PERSON REPORTING: HC
ITEM 1(a): NAME OF ISSUER: Galyan's Trading Company
ITEM 1(b): ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
2437 East Main Street
Plainfield, IN 46168
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
Overland Park, KS 66202
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: 36458R101
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 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
contracts grant 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 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. Indirect
"beneficial ownership" is attributed to the respective parent companies
solely because of the parent companies' control relationship to WRIMCO.
(a) Amount beneficially owned: 1,708,400
(b) Percent of class: 10.0%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
WDR: 1,708,400 (indirect)
WRFSI: 1,708,400 (indirect)
WRI: 1,708,400 (indirect)
WRIMCO: 1,708,400 (direct)
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of:
WDR: 1,708,400 (indirect)
WRFSI: 1,708,400 (indirect)
WRI: 1,708,400 (indirect)
WRIMCO: 1,708,400 (direct)
(iv) Shared power to dispose or to direct the disposition
of: 0
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.
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: November 5, 2001
Waddell & Reed Financial, Inc. Waddell & Reed Financial Services, Inc.
By:/s/ Daniel C. Schulte By:/s/ Wendy J. Hills
Name: Daniel C. Schulte Name: Wendy J. Hills
Title: Vice President Title: Attorney-In-Fact
Waddell & Reed, Inc. Waddell & Reed Investment Management Company
By:/s/ Wendy J. Hills By:/s/ Wendy J. Hills
Name: Wendy J. Hills Name: Wendy J. Hills
Title: Attorney-In-Fact Title: Attorney-In-Fact
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
EX-1
3
a2062643zex-1.txt
EXHIBIT 1
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 5th day
of November, 2001.
Waddell & Reed Financial, Inc. Waddell & Reed Financial Services, Inc.
By:/s/ Daniel C. Schulte By:/s/ Wendy J. Hills
Name: Daniel C. Schulte Name: Wendy J. Hills
Title: Vice President Title: Attorney-In-Fact
Waddell & Reed, Inc. Waddell & Reed Investment Management Company
By:/s/ Wendy J. Hills By:/s/ Wendy J. Hills
Name: Wendy J. Hills Name: Wendy J. Hills
Title: Attorney-In-Fact Title: Attorney-In-Fact
EX-2
4
a2062643zex-2.txt
EXHIBIT 2
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
EX-3
5
a2062643zex-3.txt
EXHIBIT 3
EXHIBIT 3
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, THAT:
The undersigned Waddell & Reed Financial Services, Inc., a corporation
organized and existing under the laws of the State of Delaware, constitutes and
appoints Wendy J. Hills, Mark P. Buyle 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 this 4th day of February, 2000.
Waddell & Reed Financial Services, Inc.
/s/ Robert L. Hechler
Robert L. Hechler
Executive Vice President
Attest: /s/ Daniel C. Schulte
Daniel C. Schulte
Secretary
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, THAT:
The undersigned Waddell & Reed, Inc., a corporation organized and
existing under the laws of the State of Delaware, constitutes and appoints Wendy
J. Hills, Mark P. Buyle 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 President and its Secretary
corporate seal to be affixed hereto on this 4th day of February, 2000.
Waddell & Reed, Inc.
/s/ Robert L. Hechler
Robert L. Hechler
President
Attest: /s/ Daniel C. Schulte
Daniel C. Schulte
Secretary
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, THAT:
The undersigned Waddell & Reed Investment Management Company, a
corporation organized and existing under the laws of the State of Kansas,
constitutes and appoints Wendy J. Hills, Mark P. Buyle 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 this 4th day of February, 2000.
Waddell & Reed Investment Management Company
/s/ Robert L. Hechler
Robert L. Hechler
Executive Vice President
Attest: /s/ Daniel C. Schulte
Daniel C. Schulte
Secretary