SC 13D/A 1 schedule.txt SCHEDULE 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A Under THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* Mackenzie Investment Management Inc. (Name of Issuer) Common Stock, par value $.01 per share (Title of Class of Securities) 554533109 (CUSIP number) Keith J. Carlson 925 Federal Highway Suite 600 Boca Raton, Florida 33432 1.561.393.8900 (Name, address and telephone number of Person Authorized to Receive Notices and Communications) Copy to: Joseph R. Fleming Dechert 10 Post Office Square - South Boston, Massachusetts 02109 September 9, 2002 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [ ]. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 240.13d-7 for other parties to whom copies are to be sent. *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 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). 1) Name of Reporting Persons Mackenzie Financial Corporation I.R.S. Identification Nos. of Above Person 2) Check the Appropriate Box (a) [ ] if a Member of a Group (b) [ ] 3) SEC Use Only 4) Source of Funds (See Instructions) OO/AF 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6) Citizenship or Place of Organization Province of Ontario, Canada Number of Shares 7) Sole Voting Beneficially Owned By Each Power 0 Reporting Person With 8) Shared Voting Power 15,987,910 9) Sole Dispositive Power 0 10) Shared Dispositive Power 15,987,910 11) Aggregate Amount Beneficially Owned by Each Reporting Person 15,987,910 12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] (See Instructions) 13) Percent of Class Represented by Amount in Row (11) 85.7% 14) Type of Reporting Person (See CO/IA Instructions) 1) Name of Reporting Persons Ivy Acquisition Corporation I.R.S. Identification Nos. of Above Person 03-0481447 2) Check the Appropriate Box (a) [ ] if a Member of a Group (b) [ ] 3) SEC Use Only 4) Source of Funds (See Instructions) OO 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6) Citizenship or Place of Organization Delaware Number of Shares 7) Sole Voting Beneficially Owned By Each Power 0 Reporting Person With 8) Shared Voting Power 15,987,910 9) Sole Dispositive Power 0 10) Shared Dispositive Power 15,987,910 11) Aggregate Amount Beneficially Owned by Each Reporting Person 15,987,910 12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] (See Instructions) 13) Percent of Class Represented by Amount in Row (11) 85.7% 14) Type of Reporting Person (See CO Instructions) ITEM 1. SECURITY AND ISSUER This statement on Schedule 13D (the "Statement") relates to the Common Stock, par value $0.01 per share (the "Shares"), of Mackenzie Investment Management Inc., a Delaware corporation (the "Company"). The principal executive offices of the Company are located at 925 Federal Highway, Suite 600, Boca Raton, Florida 33432. ITEM 2. IDENTITY AND BACKGROUND (a) - (c) This Schedule 13D is being filed by: (i) Mackenzie Financial Corporation, a corporation formed under the laws of the province of Ontario, Canada ("MFC"), with its principal place of business and principal office at 150 Bloor Street West, Toronto, Ontario, Canada M5S 3B5; and (ii) Ivy Acquisition Corporation, a Delaware corporation ("IAC" and together with MFC, the "Reporting Persons"), with its principal place of business and principal office at 925 Federal Highway Suite 600, Boca Raton, Florida 33432. MFC is an investment counsel and mutual fund management company. IAC is a wholly-owned direct subsidiary of MFC and is a holding company. The identity and background of each of the executive officers and directors of MFC and IAC are set forth on Schedule I and Schedule II, respectively, to this statement. (d) During the last five years, neither of the Reporting Persons nor any of their respective executive officers or directors has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, neither of the Reporting Persons nor any of their respective executive officers or directors has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws on finding any violation with respect to such laws. (f) With the exception of Mr. Carlson, who is a United States citizen, all the executive officers and directors of the Reporting Persons are citizens of Canada. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION MFC is an 85.7% shareholder of the Company and has been such a shareholder since prior to the time the Company became a reporting company under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). IAC is a wholly-owned subsidiary of MFC, and is the successor within a corporate control group. MFC transferred 15,987,910 Shares to IAC and in exchange received shares of IAC. ITEM 4. PURPOSE OF TRANSACTION MFC has entered into an agreement (the "Stock Purchase Agreement") with Waddell & Reed Financial, Inc. ("Purchaser") for the sale of the stock of IAC. One of the conditions to effecting the transactions contemplated by the Stock Purchase Agreement is for the holders of a majority of the Shares to approve a plan of complete liquidation and dissolution (the "Plan of Dissolution") under which, immediately prior to the consummation of the transactions contemplated by the Stock Purchase Agreement, the Company will dissolve and make a cash payment to shareholders of the Company other than IAC (the "Unaffiliated Shareholders") and distribute the Company's remaining assets and liabilities to IAC, whereupon Purchaser will acquire all of the outstanding capital stock of IAC from MFC. Each of the steps of the acquisition of the Company by Purchaser is contingent upon the occurrence of all of the other steps, so that if MFC does not sell all of the outstanding capital stock of IAC to Purchaser pursuant to the Stock Purchase Agreement, the Plan of Dissolution will not be effectuated and the Unaffiliated Shareholders will not be entitled to receive the payment pursuant to the Plan of Dissolution. In all circumstances, the Unaffiliated Shareholders and MFC will receive cash in the transactions contemplated by the Stock Purchase Agreement, with the Unaffiliated Shareholders receiving at least the same amount as MFC and, if MFC makes any post-closing adjustment or indemnification payments to Purchaser, more than MFC. IAC was formed at the direction of MFC for the purpose of effectuating the transactions contemplated by the Stock Purchase Agreement and the Plan of Dissolution. On September 9, 2002, MFC transferred all of the outstanding Shares that MFC beneficially owned to IAC in exchange for shares of IAC, for the purpose of effectuating the transactions contemplated by the Stock Purchase Agreement and the Plan of Dissolution. IAC now beneficially owns approximately 85.7% of the outstanding shares of the Company's common stock. It is anticipated that at closing the Company will delist the Shares from the Toronto Stock Exchange and terminate its registration pursuant to section 12(g)(4) of the Exchange Act. Except as set forth above, neither of the Reporting Persons has formulated any plans or proposals of the types referred to in clauses (a) through (j) of Item 4 of Schedule 13D. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a-b) The table below sets forth the aggregate number of Shares and percentage of the Company's outstanding Shares beneficially owned by each Reporting Person. MFC has agreed to cause IAC to vote the shares IAC owns in favor of the Plan of Dissolution as described in Item 4. Beneficial Ownership Number of Shares Percentage of Total Mackenzie Financial Corporation 15,987,9101 85.7% Ivy Acquisition Corporation 15,987,910 85.7% 1. IAC is a wholly owned direct subsidiary of MFC. (c) In a private transaction on September 9, 2002, MFC transferred 15,987,910 shares of the Company's Shares held by it to IAC in exchange for shares of IAC. (d) Not applicable. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER Pursuant to a Voting, Support and Indemnification Agreement between MFC and Purchaser, dated as of August 29, 2002, MFC has agreed to cause IAC to vote the Shares IAC owns and over which MFC has voting control (including the control shared by MFC and IAC) in favor of the Plan of Dissolution contemplated by the Stock Purchase Agreement, as described in Item 4. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Exhibit 1 Joint Filing Agreement dated September 16, 2002* Exhibit 2 Stock Purchase Agreement dated August 29, 2002 by and among Waddell & Reed Financial, Inc., Mackenzie Financial Corporation, Mackenzie Investment Management Inc. and Ivy Acquisition Corporation** Exhibit 3 Plan of Complete Liquidation and Voluntary Dissolution*** Exhibit 4 Voting Support and Indemnification Agreement dated August 29, 2002 by and between Mackenzie Financial Corporation and Waddell & Reed Financial, Inc.**** * Incorporated herein by reference to Exhibit 1 to the statement on Schedule 13D relating to the common stock of the Company, as filed with the Securities and Exchange Commission on September 19, 2002. ** Incorporated herein by reference to Appendix B to the Company's preliminary proxy statement on Schedule 14A, as filed with the Securities and Exchange Commission on September 20, 2002. *** Incorporated herein by reference to Appendix A to the Company's preliminary proxy statement on Schedule 14A, as filed with the Securities and Exchange Commission on September 20, 2002. **** Incorporated herein by reference to Exhibit (d)(2) to the Company's Rule 13e-3 transaction statement on Schedule 13E-3, as filed with the Securities and Exchange Commission on September 20, 2002. Signature After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated October 1, 2002 MACKENZIE FINANCIAL CORPORATION By: /s/ James L. Hunter Name: James L. Hunter Title: President & CEO Dated September 30, 2002 IVY ACQUISITION CORPORATION By: /s/ Keith J. Carlson Name: Keith J. Carlson Title: President & Treasurer SCHEDULE I

SCHEDULE II

Exhibit 1 JOINT FILING AGREEMENT The undersigned parties hereby agree that the Schedule 13D/A filed herewith (and any amendments thereto) relating to the Common Stock of Mackenzie Investment Management Inc. is being filed jointly on behalf of each of them with the Securities and Exchange Commission pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended. Dated October 1, 2002 MACKENZIE FINANCIAL CORPORATION By: /s/ James L. Hunter Name: James L. Hunter Title: President & CEO Dated September 30, 2002 IVY ACQUISITION CORPORATION By: /s/ Keith J. Carlson Name: Keith J. Carlson Title: President & Treasurer

MACKENZIE INVESTMENT MANAGEMENT INC SC 13D/A