<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------------
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT: SEPTEMBER 30, 1998 COMMISSION FILE NO. 1-12785
NATIONWIDE FINANCIAL SERVICES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 31-1486870
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
ONE NATIONWIDE PLAZA
COLUMBUS, OHIO 43215
(614) 249-7111
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
<PAGE> 2
ITEM 5. OTHER EVENTS.
On September 29, 1998 Nationwide Financial Services, Inc. (NFS)
confirmed it is involved in discussions with United Asset
Management Corporation (UAM) regarding the possible acquisition of
UAM's investment management affiliate, Pilgrim Baxter &
Associates.
NFS's news release issued on September 29, 1998 regarding this
announcement is attached as an exhibit to this report and is
incorporated herein by reference.
The information contained in this Current Report on Form 8-K
contains certain forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995 with respect
to the results of operations and businesses of the Company. These
forward-looking statements involve certain risks and
uncertainties. Factors that may cause actual results to differ
materially from those contemplated or projected, forecast,
estimated or budgeted in such forward looking statements include,
among others, the following possibilities: (i) Nationwide
Corporation's control of the Company through its beneficial
ownership of approximately 97.8% of the combined voting power of
all the outstanding common stock and approximately 81.5% of the
economic interest in the Company; (ii) the Company's primary
reliance, as a holding company, on dividends from its subsidiaries
to meet debt payment obligations and the applicable regulatory
restrictions on the ability of the Company's subsidiaries to pay
such dividends; (iii) the potential impact on the Company's
reported net income that could result from the adoption of certain
accounting standards issued by the FASB; (iv) tax law changes
impacting the tax treatment of life insurance and investment
products; (v) heightened competition, including specifically the
intensification of price competition, the entry of new competitors
and the development of new products by new and existing
competitors; (vi) adverse state and federal legislation and
regulation, including limitations on premium levels, increases in
minimum capital and reserves, and other financial viability
requirements; (vii) failure to expand distribution channels in
order to obtain new customers or failure to retain existing
customers; (viii) inability to carry out marketing and sales
plans, including, among others, changes to certain products and
acceptance of the revised products in the market; (ix) changes in
interest rates and the stock markets causing a reduction of
investment income or asset fees, reduction in the value of the
Company's investment portfolio or a reduction in the demand for
the Company's products; (x) general economic and business
conditions which are less favorable than expected; (xi)
unanticipated changes in industry trends and ratings assigned by
nationally recognized statistical rating organizations or A.M.
Best Company; and (xii) inaccuracies in assumptions regarding
future persistency, mortality, morbidity and interest rates used
in calculating reserve amounts.
<PAGE> 3
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
Exhibit 99 News release of Nationwide Financial Services,
Inc. dated September 29, 1998
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
NATIONWIDE FINANCIAL SERVICES, INC.
-----------------------------------
(Registrant)
Date: September 30, 1998 /s/ Mark R. Thresher
-----------------------------------
Mark R. Thresher, Vice President -
Finance and Treasurer
(Chief Accounting Officer)
EXHIBIT INDEX
Exhibit No. Description
99 News release of Nationwide Financial Services, Inc. dated
September 29, 1998
<PAGE> 1
Exhibit 99
SEPT. 29, 1998
FOR IMMEDIATE RELEASE
NATIONWIDE FINANCIAL SERVICES, INC.
CONFIRMS DISCUSSIONS ON PILGRIM BAXTER
COLUMBUS, OHIO - Nationwide Financial Services, Inc. (NYSE: NFS) is involved in
discussions with United Asset Management Corporation (NYSE: UAM) regarding the
possible acquisition of that company's investment management affiliate, Pilgrim
Baxter & Associates.
There can be no assurance as to the outcome of the discussions. If and when a
definitive agreement is reached, more information on the transaction will be
released. Until then, the company cannot discuss the status or content of
discussions.
NFS is a leading provider and distributor of long-term savings and retirement
products to retail and institutional customers throughout the United States. It
is the country's fifth largest life insurer, based on 1997 statutory premiums
and deposits of $10.3 billion and is ranked 13th by 1997 assets of nearly $60
billion. It is the country's third largest writer of individual variable
annuities.
-30-
