-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VaPzYUQD4Mhu9ey+QfN8eAGXIAh0faVXVcvcTIDd46+TMYEpz+Y6aw8g2XSABfXX MuopHeHV2CJLDHyaWWhA3g== 0000912057-02-023491.txt : 20020611 0000912057-02-023491.hdr.sgml : 20020611 20020607175950 ACCESSION NUMBER: 0000912057-02-023491 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20020610 GROUP MEMBERS: WADDELL & REED FINANCIAL SERVICES, INC. GROUP MEMBERS: WADDELL & REED INVESTMENT MANAGEMENT COMPANY GROUP MEMBERS: WADDELL & REED, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: OTG SOFTWARE INC CENTRAL INDEX KEY: 0001101757 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 521769077 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-61115 FILM NUMBER: 02674221 BUSINESS ADDRESS: STREET 1: 6701 DEMOCRACY BLVD 8TH FLOOR CITY: BETHESDA STATE: MD ZIP: 20817 BUSINESS PHONE: 3018971400 MAIL ADDRESS: STREET 1: 2600 TOWER OAKS BLVD CITY: ROCKVILLE STATE: MD 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/A BUSINESS ADDRESS: STREET 1: 6300 LAMAR AVE CITY: OVERLAND PARK STATE: KS ZIP: 66202-4200 BUSINESS PHONE: 9132362000 MAIL ADDRESS: STREET 1: PO BOX 29217 CITY: SHAWNEE MISSION STATE: KS ZIP: 66201-9217 SC 13G/A 1 a2081943zsc13ga.txt SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 AMENDMENT NO. 2* OTG SOFTWARE, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 671059103 (CUSIP Number) MAY 31, 2002 (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. 671059103 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 0 (See Item 4) 6. SHARED VOTING POWER 0 7. SOLE DISPOSITIVE POWER 0 (See Item 4) 8. SHARED DISPOSITIVE POWER 0 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 0 (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: 0% 12. TYPE OF PERSON REPORTING: IA CUSIP No. 671059103 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 0 (See Item 4) 6. SHARED VOTING POWER 0 7. SOLE DISPOSITIVE POWER 0 (See Item 4) 8. SHARED DISPOSITIVE POWER 0 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 0 (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: 0% 12. TYPE OF PERSON REPORTING: BD CUSIP No. 671059103 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 0 (See Item 4) 6. SHARED VOTING POWER 0 7. SOLE DISPOSITIVE POWER 0 (See Item 4) 8. SHARED DISPOSITIVE POWER 0 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 0 (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: 0% 12. TYPE OF PERSON REPORTING: HC CUSIP No. 671059103 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 0 (See Item 4) 6. SHARED VOTING POWER 0 7. SOLE DISPOSITIVE POWER 0 (See Item 4) 8. SHARED DISPOSITIVE POWER 0 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 0 (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: 0% 12. TYPE OF PERSON REPORTING: HC
ITEM 1(a): NAME OF ISSUER: OTG Software, Inc. ITEM 1(b): ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: 2600 Tower Oaks Blvd. Rockville, MD 20852 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: 671059103 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 (a) Amount beneficially owned: 0 (b) Percent of class: 0% (c) Number of shares as to which the person has: (i) Sole voting power to vote or to direct the vote: WDR: 0 (indirect) WRFSI: 0 (indirect) WRI: 0 (indirect) WRIMCO: 0 (direct) (ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose or to direct the disposition of: WDR: 0 (indirect) WRFSI: 0 (indirect) WRI: 0 (indirect) WRIMCO: 0 (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: [X] ITEM 6: OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON: Not Applicable. 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: June 7, 2002 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 a2081943zex-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 7th day of June 2002. 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 a2081943zex-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 Advisors Act of 1940 EX-3 5 a2081943zex-3.txt EXHIBIT 3 EXHIBIT 3 POWER OF ATTORNEY Power of Attorney, dated as of January 7, 2002 for Waddell & Reed Financial Services, Inc. filed as Exhibit 3 to the Waddell & Reed Financial, Inc. 13G filed for OTG Software, Inc. on January 16, 2002, Accession Number 0000912057-02-001527 and incorporated herein by reference. Power of Attorney, dated as of January 7, 2002 for Waddell & Reed, Inc. filed as Exhibit 3 to the Waddell & Reed Financial, Inc. 13G filed for OTG Software, Inc. on January 16, 2002, Accession Number 0000912057-02-001527 and incorporated herein by reference. Power of Attorney, dated as of January 7, 2002 for Waddell & Reed Investment Management Company Financial Services, Inc. filed as Exhibit 3 to the Waddell & Reed Financial, Inc. 13G filed for OTG Software, Inc. on January 16, 2002, Accession Number 0000912057-02-001527 and incorporated herein by reference. -----END PRIVACY-ENHANCED MESSAGE-----