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 organization) (I.R.S. employer identification no.)
One Nationwide Plaza
Columbus, Ohio 43215
(Address of principal executive offices) (zip code)
If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A(c)(1) please check the
following box. [ ]
If this Form relates to the registration of a class of debt securities and is to
become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A(c)(2) please check the following box. [X]
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
____% Senior Notes due 2027 New York Stock Exchange, Inc.
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 ___% Senior Notes due 2027 (the "Senior Notes"). The description of the
Senior Notes which is set forth under the caption "Description of Notes"
contained in the preliminary prospectus that has been filed with the Securities
and Exchange Commission (the "Commission") pursuant to the Securities Act of
1933, as amended, as part of Amendment No. 1 to the Registration Statement on
Form S-1 (File No. 333-18531) is incorporated herein by reference.
Item 2. Exhibits.
The Senior Notes are 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 Exhibit
Number
1. Amendment No. 1 to the Registration Statement on Form S-1 (File No.
333-18531) filed with the Commission on February 24, 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 Indenture between Nationwide Financial Services, Inc. and
Wilmington Trust Company, as Trustee, relating to the Senior Notes.
5.1 Form of Global Certificate for Senior Notes (included in Exhibit 4.3).
5.2 Form of Definitive Certificate for Senior Notes (included in Exhibit
4.3).
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
