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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: JUNE 11, 1999 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 June 10, 1999 Nationwide Financial Services, Inc. (NFS) announced
plans to create a $2 billion European medium-term note program, secured
by institutional funding agreements, in the third quarter of 1999.
NFS's news release issued on June 10, 1999 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 capital 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, Inc.; (xii)
inaccuracies in assumptions regarding future persistency, mortality,
morbidity and interest rates used in calculating reserve amounts and
(xiii) failure of the Company or its significant business partners and
vendors to identify and correct all non-Year 2000 compliant systems or
to develop and execute adequate contingency plans.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
Exhibit 99 News release of Nationwide Financial Services, Inc.
dated June 10, 1999
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: June 11, 1999 /s/ Mark R. Thresher
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Mark R. Thresher, Senior Vice President -
Finance (Chief Accounting Officer)
EXHIBIT INDEX
Exhibit No. Description
99 News release of Nationwide Financial Services, Inc. dated June
10, 1999
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Exhibit 99
MEDIA CONTACT:
Bryan Haviland
Director, External Communications
614-677-7767
INVESTOR CONTACT:
Dan Amodeo
614-249-9039
JUNE 10, 1999 FOR IMMEDIATE RELEASE
Nationwide Financial to Establish
European Medium-Term Note Program
COLUMBUS, OHIO -- Nationwide Financial (NYSE: NFS) today announced plans to
create a $2 billion European medium-term note program, secured by institutional
funding agreements, in the third quarter of 1999.
The medium-term notes may be denominated in any currency, but initial
offerings are expected to be either in euros or U.S. dollars. The notes are
expected to be listed on the Luxembourg Stock Exchange.
"This program will expand our spread-based product offerings and allows
us to issue funding agreements in a wide range of durations while providing
liquidity to European bond investors," said Mark R. Thresher, senior vice
president, finance.
The first offering under the program will likely be in the $300 million
range.
Any security offered will not be registered under the U.S. Securities
Act of 1933, and may not be offered or sold in the U.S. absent registration or
applicable exemption from registration requirements.
Columbus-based Nationwide Financial is the holding company for the
retirement savings operations of Nationwide, a Fortune 125 organization.
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