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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
NATIONWIDE FINANCIAL SERVICES CAPITAL TRUST II
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(Exact Name of Registrant as Specified in its Charter)
Delaware To Be Applied For
(State of Incorporation or Organization) (I.R.S. Employer Identification No.)
c/o Nationwide Financial Services, Inc.
One Nationwide Plaza
Columbus, Ohio 43215
(Address of Principal Executive Offices) (Zip Code)
If this form relates to the registration of a
class of securities pursuant to Section
12(b) of the Exchange Act and is effective
pursuant to General Instruction A.(c),
please check the following box. [ ]
If this form relates to the registration of a
class of securities pursuant to Section
12(g) of the Exchange Act and is effective
pursuant to General Instruction A.(d),
please check the following box. [ ]
Securities Act registration statement file 333-52813
number to which this form relates: (if applicable)
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
7.10% Trust Preferred Securities (and the New York Stock Exchange
Guarantee with respect thereto)
Securities to be registered pursuant to Section 12(g) of the Act:
None
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
The class of securities to be registered hereby is the 7.10%
Trust Preferred Securities (the "Preferred Securities") of Nationwide Financial
Services Capital Trust II, a statutory business trust created under the laws of
the State of Delaware (the "Trust"). The Preferred Securities represent
undivided beneficial interests in the assets of the Trust, and are guaranteed by
Nationwide Financial Services, Inc., a Delaware corporation and the Sponsor of
the Trust, to the extent set forth in the Registration Statement on Form S-3 of
the Trust and Nationwide Financial Services, Inc. (Registration No. 333-52813)
(the "Registration Statement"), filed with the Securities and Exchange
Commission (the "Commission") on May 15, 1998 and declared effective by the
Commission on May 29, 1998, and the Preliminary Prospectus Supplement for the
Preferred Securities, which descriptions are incorporated herein by reference. A
definitive copy of the Prospectus Supplement describing the Preferred Securities
will be filed pursuant to Rule 424(b) under the Securities Act of 1933, as
amended, and shall be incorporated by reference into this Registration Statement
on Form 8-A.
Item 2. Exhibits.
2.1 Certificate of Trust of Nationwide Financial Services Capital
Trust II (incorporated herein by reference to Exhibit 4.9 to
the Registration Statement filed with the Securities and
Exchange Commission on May 15, 1998).
2.2 Form of Amended and Restated Declaration of Trust of
Nationwide Financial Services Capital Trust II (incorporated
herein by reference to Exhibit 4.11 to the Registration
Statement).
2.3 Form of Preferred Security (incorporated herein by reference
to Exhibit 4.15 to the Registration Statement included in
Exhibits 4.11 and 4.14 to the Registration Statement).
2.4 Form of Preferred Securities Guarantee (incorporated herein by
reference to Exhibit 4.16 to the Registration Statement).
2.5 Form of Subordinated Indenture to be entered into between
Nationwide Financial Services, Inc. and Wilmington Trust
Company, as Trustee (incorporated herein by reference to
Exhibit 4.4 to the Registration Statement).
2.6 Form of Supplemental Indenture to Subordinated Indenture
providing for the issuance of Junior Subordinated Deferrable
Interest Debentures (incorporated herein by reference to
Exhibit 4.5 to the Registration Statement).
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereto duly authorized.
Dated: October 15, 1998 NATIONWIDE FINANCIAL SERVICES CAPITAL
TRUST II
By: /S/ David A. Diamond
David A. Diamond, as Trustee
NATIONWIDE FINANCIAL SERVICES, INC.
Sponsor of the Registrant and
Guarantor under the Guarantee
By: /S/ W. Sidney Druen
Name: W. Sidney Druen
Title: Senior Vice President
and General Counsel
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