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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: MAY 16, 2000 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.
Nationwide Financial Services, Inc. ("NFS") announced that Dimon
R. McFerson is retiring as Chairman and Chief Executive Officer of
NFS, effective as of December 31, 2000. At this time, we do not
know when a successor may be named but we do not anticipate a
successor to be named in the immediate future.
NFS's news release issued on May 16, 2000 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 May 16, 2000.
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: May 16, 2000 /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 May
16, 2000.
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INVESTOR CONTACT: [NATIONWIDE(R) Financial Logo]
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Kevin G. O'Brien
Director, Investor Relations
614-677-5331
MEDIA CONTACT:
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Bryan Haviland
Director, Public Relations
614-677-7767
MAY 16, 2000 FOR IMMEDIATE RELEASE
NATIONWIDE FINANCIAL'S CHAIRMAN & CEO
ANNOUNCES RETIREMENT
COLUMBUS, OHIO -- Dimon R. McFerson, Chairman and Chief Executive Officer of
Nationwide Financial Services, Inc. (NYSE: NFS), today announced his retirement
from the company and the board of directors effective December 31, 2000.
"While being CEO is more than a full-time job, I've worked hard to achieve a
balanced and rich life outside of work," McFerson said. "So as I step away from
Nationwide, I will be increasing the time I spend on things that give my life
special meaning - my family, my faith, and my community."
A successor for McFerson has not yet been named. A selection process is ongoing,
and a succession decision will be announced in time for an orderly transition
process.
"We will forever remember that Dimon brought the Nationwide organization into
the Millennium in the strongest financial condition in its history and
positioned us for future growth," commented Arden Shisler, Chairman of the
Nationwide Mutual Insurance Board, "His leadership has set Nationwide Financial
on a clear course for a strong, successful future."
McFerson, 63, was elected Chief Executive Officer of Nationwide Life Insurance
Company in 1992, and elected Chairman and Chief Executive Officer of Nationwide
Financial Services in 1996 as part of the initial public offering of the
company. McFerson joined Nationwide in 1979 as vice president of internal
audits. He was named vice president of individual life and health operations in
1981, and was promoted in 1983 to senior vice president of finance. Before
joining Nationwide, McFerson was with The New England Mutual Life Insurance
Company in Boston as a senior vice president and controller, and Surety Life
Insurance Company in Salt Lake City as senior vice president of finance.
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Insurance o Financial Services o On Your Side
One Nationwide Plaza
Columbus, OH 43215-2220
www.nationwidefinancial.com
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MCFERSON ANNOUNCES RETIREMENT -- 2
Columbus-based Nationwide Financial is the holding company for the retirement
savings operations of Nationwide which 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 10th largest life insurer. To obtain investor
materials, including the company's 1999 annual report, Proxy Statement,
Form10-K, and other corporate announcements, please call our toll-free investor
information line at (877) NFS-NYSE or visit our web site at
WWW.NATIONWIDEFINANCIAL.COM.
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Insurance o Financial Services o On Your Side
One Nationwide Plaza
Columbus, OH 43215-2220
www.nationwidefinancial.com
