SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12 (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
NATIONWIDE FINANCIAL SERVICES, INC.
(Exact name of registrant as specified in its charter)
Delaware 31-1486870
(State of incorporation or (I.R.S. employer identification
organization) no.)
One Nationwide Plaza
Columbus, Ohio 43215
(Address of principal executive (zip code)
offices)
If this Form relates to the If this Form relates to the
registration of a class of debt registration of a class of debt
securities and is effective securities and is to become
upon filing pursuant to General effective simultaneously with
Instruction A(c)(1) please the effectiveness of a
check the following box. / / concurrent registration
statement under the Securities
Act of 1933 pursuant to General
Instruction A(c)(2) please
check the following box. / /
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
Class A Common Stock, New York Stock Exchange, Inc.
par value $.01 per share
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of class)
Item 1. Description of Registrant's Securities to be Registered.
Nationwide Financial Services, Inc., a corporation
organized under the laws of the State of Delaware (the
"Registrant"), is applying for registration of its Class A Common
Stock, par value $.01 per share (the "Class A Common Stock").
The description of the Class A Common Stock which is set forth under
the caption "Description of Capital Stock" contained in the
preliminary prospectus that has been filed with the Securities and
Exchange Commission pursuant to the Securities Act of 1933, as
amended, as part of Amendment No. 3 to the Registration Statement
on Form S-1 (File No. 333-18527) is incorporated herein by reference.
Item 2. Exhibits.
The Class A Common Stock is to be listed on the New York
Stock Exchange, Inc. ("NYSE"). Pursuant to Instruction II as to
exhibits, the following exhibits are included with each copy of
this registration statement to be filed with the NYSE.
Exhibit Number Exhibit
1. Amendment No. 3 to the Registration Statement on
Form S-1 (File No. 333-18527) filed with the
Commission on February 19, 1997.
2. None.
3. None.
4.1 Restated Certificate of Incorporation of the
Registrant.
4.2 Restated Bylaws of the Registrant.
4.3 Form of Intercompany Agreement among Nationwide
Financial Services, Inc., Nationwide Mutual
Insurance Company and Nationwide Corporation.
5. Form of Certificate for shares of Class A Common
Stock
6. None.
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.
NATIONWIDE FINANCIAL SERVICES, INC.
By: /s/ Gordon E. McCutchan
Gordon E. McCutchan
Executive Vice President
Law and Corporate Services
and Secretary
Dated: February 28, 1997
