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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT: OCTOBER 15, 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)
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ITEM 5. OTHER EVENTS.
On October 14, 1998 Nationwide Financial Services, Inc. (NFS)
announced the offering of $200 million of Trust Preferred
Securities (TruPS).
NFS's news release issued on October 14, 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.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
Exhibit 99 News release of Nationwide Financial Services, Inc.
dated October 14, 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.
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(Registrant)
Date: October 15, 1998 /s/ Mark R. Thresher
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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
October 14, 1998
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Exhibit 99
NEWS MEDIA CONTACT:
Jeff Botti
614-249-6339
INVESTOR CONTACT:
Dan Amodeo
614-249-9039
OCTOBER 14, 1998
FOR IMMEDIATE RELEASE
NATIONWIDE FINANCIAL SERVICES, INC.
ANNOUNCES $200 MILLION OFFERING OF TRUST PREFERRED SECURITIES
COLUMBUS, Ohio -- Nationwide Financial Services, Inc. (NYSE: NFS), a
leading provider of retirement and long-term savings insurance products,
announced today the offering of $200 million of Trust Preferred Securities
(TruPS).
The TruPS will be offered at $25 per security and will have a 30 year term with
a five-year call protection. Each security will pay cumulative cash
distributions at the annual rate of 7.10% of the stated $25 liquidation amount
per security, payable quarterly commencing January 31, 1999. An application will
be made for the securities to be listed on the New York Stock Exchange.
The proceeds of the offering will be used by the company for general corporate
purposes, which may include the possible acquisition of financial services
companies or their assets, investments in or loans to subsidiaries, working
capital, retirement of obligations of the company or other corporate purposes.
The $200 million of securities is part of the $1 billion shelf registration that
NFS filed with the Securities and Exchange Commission on May 15.
Salomon Smith Barney is the lead manager of the offering and A.G.
Edwards & Sons, Inc., Morgan Stanley Dean Witter, PaineWebber Incorporated,
Prudential Securities Incorporated, Credit Suisse First Boston and J.P. Morgan &
Co. are the co-managers. Additional underwriters will participate in the selling
syndicate.
Columbus-based Nationwide Financial Services, Inc. is the holding company for
the retirement savings operations of the Nationwide Insurance Enterprise, a
Fortune 500 organization. Nationwide Mutual Insurance Company owns 81.5 percent
of the outstanding common shares of NFS. The major operating subsidiary of NFS
is Nationwide Life Insurance Company, the country's 12th largest life insurer
based on assets.
The offering is made only by means of the Prospectus Supplement and the
accompanying Prospectus. This news release shall not constitute an offer to sell
or the solicitation of an offer to buy, nor shall there be any sale of these
securities in any state in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of any
state. For a copy of the prospectus supplement discussing the offering, contact
Salomon Smith Barney Inc., 388 Greenwich Street, New York, NY 10013.
