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).

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

OTG SOFTWARE INC SC 13G/A