<PAGE> 1
As filed with the Securities and Exchange Commission.
'33 Act File No. 33-60063
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM N-4
REGISTRATION STATEMENT UNDER THE SECURITIES [X]
ACT OF 1933
POST-EFFECTIVE AMENDMENT NO. 1
and
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940 [ ]
AMENDMENT NO. 2
NATIONWIDE VARIABLE ACCOUNT-II
(EXACT NAME OF REGISTRANT)
NATIONWIDE LIFE INSURANCE COMPANY
(Name of Depositor)
ONE NATIONWIDE PLAZA, COLUMBUS, OHIO 43216-6609
(Address of Depositor's Principal Executive Offices) (Zip Code)
Depositor's Telephone Number, including Area Code: (614) 249-7111
GORDON E. MCCUTCHAN, SECRETARY, ONE NATIONWIDE PLAZA, COLUMBUS, OHIO 43216-6609
(Name and Address of Agent for Service)
================================================================================
This Post-Effective Amendment amends the Registration Statement in respect of
the Prospectus, the Statement of Additional Information and the Financial
Statements.
It is proposed that this fililng will become effective (check
appropriate space)
[ ] immediately upon filing pursuant to paragraph (b) of Rule 485
[X] on November 2, 1995 pursuant to paragraph (b) of Rule 485
[ ] 60 days after filing pursuant to paragraph (b) of Rule 485
[ ] on (date) pursuantto paragraph (a) of Rule 485
[ ] this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
The Registrant has registered an indefinite number of securities by a
prior registration statement in accordance with Rule 24f-2 under the Investment
Company Act of 1940. Pursuant to Paragraph (a)(3) thereof, a non-refundable
fee in the amount of $500 has been paid to the Commissioner. Registrant filed
its Rule 24f-2 Notice for the fiscal year ended December 31, 1994, on February
22, 1995.
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NATIONWIDE VARIABLE ACCOUNT-II
REFERENCE TO ITEMS REQUIRED BY FORM N-4
Caption in Prospectus and Statement of Additional Information and Other
Information
<TABLE>
<CAPTION>
<S> <C> <C>
N-4 ITEM PAGE
Part A INFORMATION REQUIRED IN A PROSPECTUS
Item 1. Cover page . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Item 2. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Item 3. Synopsis or Highlights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Item 4. Condensed Financial Information . . . . . . . . . . . . . . . . . . . . . . . . . . N/A
Item 5. General Description of Registrant, Depositor, and Portfolio Companies . . . . . . . . 11
Item 6. Deductions and Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Item 7. General Description of Variable Annuity Contracts . . . . . . . . . . . . . . . . . . 18
Item 8. Annuity Period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Item 9. Death Benefit and Distributions . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Item 10. Purchases and Contract Value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
Item 11. Redemptions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
Item 12. Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
Item 13. Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
Item 14. Table of Contents of the Statement of Additional Information . . . . . . . . . . . . . 30
Part B INFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL INFORMATION
Item 15. Cover Page . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
Item 16. Table of Contents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
Item 17. General Information and History . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
Item 18. Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
Item 19. Purchase of Securities Being Offered . . . . . . . . . . . . . . . . . . . . . . . . . 31
Item 20. Underwriters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
Item 21. Calculation of Performance Information . . . . . . . . . . . . . . . . . . . . . . . . 31
Item 22. Annuity Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
Item 23. Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
Part C OTHER INFORMATION
Item 24. Financial Statements and Exhibits . . . . . . . . . . . . . . . . . . . . . . . . . . 71
Item 25. Directors and Officers of the Depositor . . . . . . . . . . . . . . . . . . . . . . . 73
Item 26. Persons Controlled by or Under Common Control with the Depositor or Registrant . . . . 75
Item 27. Number of Contract Owners . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 86
Item 28. Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 86
Item 29. Principal Underwriter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 86
Item 30. Location of Accounts and Records . . . . . . . . . . . . . . . . . . . . . . . . . . . 88
Item 31. Management Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 88
Item 32. Undertakings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 88
</TABLE>
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<PAGE> 3
<TABLE>
<S> <C>
NATIONWIDE LIFE INSURANCE COMPANY
HOME OFFICE
P.O. BOX 16609
COLUMBUS, OHIO 43216-6609, 1-800-848-6331
VOICE RESPONSE (AVAILABLE 24 HOURS) 1-800-573-2447, TDD 1-800-238-3035
INDIVIDUAL MODIFIED SINGLE PREMIUM DEFERRED VARIABLE ANNUITY CONTRACTS
ISSUED BY THE NATIONWIDE VARIABLE ACCOUNT-II
OF NATIONWIDE LIFE INSURANCE COMPANY
This Prospectus describes indvidual modified single premium payment contracts (collectively referred to as the "Contracts")
issued by Nationwide Life Insurance Company ("Nationwide" or the "Company"). The Contracts are sold either as Non-Qualified
Contracts or Individual Retirement Annuities. Annuity payments under the Contracts are deferred until a selected later date.
Purchase Payments are allocated to the Nationwide Variable Account-II ("Variable Account"), a separate account of the Company.
The Variable Account is divided into Sub-Accounts, each of which invests in shares of one of the underlying Mutual Fund options
described below:
DREYFUS
Dreyfus Stock Index Fund The Dreyfus Socially Responsible Growth Fund
FIDELITY VARIABLE INSURANCE PRODUCTS FUND
Equity-Income Portfolio Growth Portfolio High Income Portfolio* Overseas Portfolio
FIDELITY VARIABLE INSURANCE PRODUCTS FUND II
Asset Manager Portfolio Contrafund Portfolio
NATIONWIDE SEPARATE ACCOUNT TRUST
Capital Appreciation Fund Government Bond Fund Money Market Fund
Small Company Fund Total Return Fund
NEUBERGER & BERMAN ADVISERS MANAGEMENT TRUST
Growth Portfolio Limited Maturity Bond Portfolio Partners Portfolio
OPPENHEIMER VARIABLE ACCOUNT FUNDS
Oppenheimer Bond Fund Oppenheimer Global Securities Fund
Oppenheimer Multiple Strategies Fund
STRONG SPECIAL FUND II, INC.
Special Fund II
STRONG VARIABLE INSURANCE FUNDS, INC.
Strong Discovery Fund II, Inc. International Stock Fund II
TCI PORTFOLIOS, INC., AN AFFILIATE OF TWENTIETH CENTURY COMPANIES, INC.
TCI Balanced TCI Growth TCI International
VAN ECK WORLDWIDE INSURANCE TRUST
Worldwide Bond Fund Gold and Natural Resources Fund
VAN KAMPEN AMERICAN CAPITAL LIFE INVESTMENT TRUST
Real Estate Securities Fund
WARBURG PINCUS TRUST
International Equity Portfolio Smalll Company Growth Portfolio
* The High Income Portfolio may invest in lower quality debt securities commonly referred to as junk bonds.
This Prospectus provides you with the basic information you should know about the Individual Modified Single Premium
Deferred Variable Annuity Contracts issued by the Nationwide Variable Account-II before investing. You should read it and keep it
for future reference. A Statement of Additional Information dated October 27, 1995 containing further information about the
Contracts and the Nationwide Variable Account-II has been filed with the Securities and Exchange Commission. You can obtain a copy
without charge from Nationwide Life Insurance Company by calling the number listed above, or writing P.O. Box 16609, Columbus, Ohio
43216-6609.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
</TABLE>
1
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<PAGE> 4
THE STATEMENT OF ADDITIONAL INFORMATION, DATED OCTOBER 27, 1995, IS
INCORPORATED HEREIN BY REFERENCE. THE TABLE OF CONTENTS FOR THE STATEMENT OF
ADDITIONAL INFORMATION APPEARS ON PAGE 28 OF THE PROSPECTUS.
THE DATE OF THIS PROSPECTUS IS OCTOBER 27,1995.
2
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<PAGE> 5
GLOSSARY OF SPECIAL TERMS
ACCUMULATION UNIT- An accounting unit of measure used to calculate the Variable
Account Contract Value prior to the Annuitization Date.
ANNUITANT- The person designated to receive annuity payments during
Annuitization and upon whose life any annuity payments involving life
contingencies depends. This person must be age 90 or younger at the time of
Contract issuance, unless the Company has approved a request for an Annuitant
of greater age. The Annuitant may be changed prior to the Annuitization Date
with the consent of the Company.
ANNUITIZATION- The period during which annuity payments are actually received.
ANNUITIZATION DATE- The date on which annuity payments are scheduled to begin.
ANNUITY PAYMENT OPTION- The chosen form of annuity payments. Several options
are available under the Contract.
ANNUITY UNIT- An accounting unit of measure used to calculate the value of
Variable Annuity payments.
BENEFICIARY- The Beneficiary is the person who may receive certain benefits
under the Contract upon the death of the Annuitant prior to the Annuitization
Date. The Beneficiary can be changed by the Contract Owner as set forth in the
Contract.
CODE- The Internal Revenue Code of 1986, as amended.
COMPANY- Nationwide Life Insurance Company.
CONTINGENT ANNUITANT- The Contingent Annuitant is the
person designated to be the Annuitant if the Annuitant is not living at the
Annuitization Date. If a Contingent Annuitant is named, all provisions of the
Contract which are based on the death of the Annuitant prior to the
Annuitization Date will be based on the death of the last survivor of the
Annuitant and the Contingent Annuitant, unless otherwise indicated.
CONTINGENT BENEFICIARY- The Contingent Beneficiary is the person designated to
be the Beneficiary if the named Beneficiary is not living at the time of the
death of the Annuitant.
CONTINGENT OWNER- A Contingent Owner, if named, may succeed to the rights of
Contract Owner upon the Contract Owner's death before Annuitization. For
Contracts issued in the State of New York, references throughout this
prospectus to "Contingent Owner" shall mean "Owner's Beneficiary."
CONTRACT- The Individual Modified Single Premium Deferred Variable Annuity
Contract described in this Prospectus.
CONTRACT ANNIVERSARY-An anniversary of the Date of Issue of the Contract.
CONTRACT OWNER (OWNER)- The Contract Owner is the person who possesses all
rights under the Contract, including the right to designate and change any
designations of the Owner, the Contingent Owner, the Annuitant, the Contingent
Annuitant, the Beneficiary, the Contingent Beneficiary, the Annuity Payment
Option, or the Annuitization Date.
CONTRACT VALUE- The sum of the value of all Variable Account Accumulation Units
attributable to the Contract.
CONTRACT YEAR- Each year commencing with the Date of Issue, and each Contract
Anniversary thereafter shall be a Contract Year.
DATE OF ISSUE- The Date of Issue is the date the first Purchase Payment is
applied to the Contract.
DEATH BENEFIT- The benefit payable upon the death of the Annuitant prior to the
Annuitization Date. This benefit does not apply upon the death of the Contract
Owner when the Owner and Annuitant are not the same person. If the Annuitant
dies after the Annuitization Date, any benefit that may be payable shall be as
specified in the Annuity Payment Option elected.
DISTRIBUTION- Any payment of part or all of the Contract Value.
HOME OFFICE- The main office of the Company located in Columbus, Ohio.
3
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<PAGE> 6
INDIVIDUAL RETIREMENT ANNUITY- An annuity which qualifies for treatment under
Section 408(b) of the Internal Revenue Code.
IRA- Refers generally to both an Individual Retirement Account and an
Individual Retirement Annuity as defined in Sections 408(a) and (b),
respectively, of the Code.
JOINT OWNER- The Joint Owner, if any, possesses an undivided interest in the
entire Contract in conjunction with the Owner. IF A JOINT OWNER IS NAMED,
REFERENCES TO "CONTRACT OWNER" OR "OWNER" IN THIS PROSPECTUS WILL APPLY TO BOTH
THE OWNER AND JOINT OWNER. JOINT OWNERS MUST BE SPOUSES AT THE TIME JOINT
OWNERSHIP IS REQUESTED. IRAs may not be jointly owned.
MUTUAL FUNDS (FUNDS)- The registered management investment companies in which
the assets of the Sub-Accounts of the Variable Account will be invested.
NON-QUALIFIED CONTRACTS- A Contract which does not qualify for favorable tax
treatment under the provisions of Section 401 (Qualified Plans), 408 (IRAs) or
403(b) (Tax-Sheltered Annuities) of the Code.
PURCHASE PAYMENT- A deposit of new value into the Contract. The term "Purchase
Payment" does not include transfers among the Sub-Accounts.
QUALIFIED PLANS- Retirement plans which receive favorable tax treatment under
Section 401 and 403(a) of the Code.
SUB-ACCOUNTS- Separate and distinct divisions of the Variable Account, to which
specific underlying Mutual Fund shares are allocated and for which Accumulation
Units and Annuity Units are separately maintained.
TAX SHELTERED ANNUITY- An annuity which qualifies for treatment under Section
403(b) of the Code.
VALUATION DATE- Each day the New York Stock Exchange and the Company's Home
Office is open for business or any other day during which there is a sufficient
degree of trading of the Variable Account's underlying Mutual Fund shares that
the current net asset value of its Accumulation Units might be materially
affected.
VALUATION PERIOD- The period of time commencing at the close of business of the
New York Stock Exchange and ending at the close of business for the next
succeeding Valuation Date.
VARIABLE ACCOUNT- The Variable Account is a separate investment account of the
Company into which Variable Account Purchase Payments are allocated. The
Variable Account is divided into Sub-Accounts, each of which invests in the
shares of a separate underlying Mutual Fund.
VARIABLE ANNUITY- An annuity providing for payments which are not predetermined
or guaranteed as to dollar amount and which vary in amount with the investment
experience of the Variable Account.
4
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<PAGE> 7
<TABLE>
<CAPTION>
TABLE OF CONTENTS
<S> <C>
GLOSSARY OF SPECIAL TERMS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
SUMMARY OF CONTRACT EXPENSES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
SYNOPSIS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
NATIONWIDE LIFE INSURANCE COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
THE VARIABLE ACCOUNT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Underlying Mutual Fund Options. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Fund Descriptions . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . 10
Voting Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
VARIABLE ACCOUNT CHARGES, PURCHASE PAYMENTS, AND OTHER DEDUCTIONS . . . . . . . . . . . . . . . . . . . 16
Mortality Risk Charge . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Premium Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Expenses of Variable Account . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Investments of the Variable Account . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Right to Revoke . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Transfers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Assignment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Contingent Owner and Beneficiary Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Ownership Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Substitution of Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Contract Owner Inquiries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
ANNUITY PAYMENT PERIOD-VARIABLE ACCOUNT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Value of an Annuity Unit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Assumed Investment Rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Frequency and Amount of Annuity Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Annuitization Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Change in Annuitization Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Change in Form of Annuity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Annuity Payment Options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Death of Contract Owner . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Death of Annuitant Prior to the Annuitization Date . . . . . . . . . . . . . . . . . . . . . . . .21
Death of Annuitant After the Annuitization Date . . . . . . . . . . . . . . . . . . . . . . . . . 21
Required Distributions for Individual Retirement Annuities. . . . . . . . . . . . . . . . . . . . 21
GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Contract Owner Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Statements and Reports . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Allocation of Purchase Payments and Contract Value . . . . . . . . . . . . . . . . . . . . . . . 23
Value of a Variable Account Accumulation Unit . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Net Investment Factor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
Valuation of Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
Determining the Contract Value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
Surrender (Redemption) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
Non-Qualified Contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
Individual Retirement Annuities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
Diversification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
Charge for Tax Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
Advertising . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
LEGAL PROCEEDINGS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
TABLE OF CONTENTS OF STATEMENT OF ADDITIONAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . 28
</TABLE>
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<PAGE> 8
<TABLE>
SUMMARY OF CONTRACT EXPENSES
<S> <C>
VARIABLE ACCOUNT ANNUAL EXPENSES
Mortality Risk Charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.80 %
Administration Charge . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.00 %
Total Variable Account Annual Expenses . . . . . . . . . . . . . . . . . . . . . . 0.80 %
</TABLE>
<TABLE>
UNDERLYING MUTUAL FUND ANNUAL EXPENSES(1) (AS A PERCENTAGE OF MUTUAL FUND NET ASSETS)
<CAPTION>
------------------------------------------------------------------------------------------------------
Management Total Mutual
Fees Other Expenses Fund Expenses
------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Dreyfus Stock Index Fund 0.14% 0.26% 0.40%
------------------------------------------------------------------------------------------------------
The Dreyfus Socially Responsible Growth 0.00% 0.25% 0.25%
Fund
------------------------------------------------------------------------------------------------------
Fidelity VIP-Equity-Income Portfolio 0.52% 0.06% 0.58%
------------------------------------------------------------------------------------------------------
Fidelity VIP-Growth Portfolio 0.62% 0.07% 0.69%
------------------------------------------------------------------------------------------------------
Fidelity VIP-High Income Portfolio 0.61% 0.10% 0.71%
------------------------------------------------------------------------------------------------------
Fidelity VIP-Overseas Portfolio 0.77% 0.15% 0.92%
------------------------------------------------------------------------------------------------------
Fidelity VIP II-Asset Manager Portfolio 0.72% 0.07% 0.79%
------------------------------------------------------------------------------------------------------
Fidelity VIP II-Contrafund Portfolio 0.62% 0.27% 0.89%
------------------------------------------------------------------------------------------------------
NSAT-Capital Appreciation Fund 0.50% 0.06% 0.56%
------------------------------------------------------------------------------------------------------
NSAT-Government Bond Fund 0.50% 0.01% 0.51%
------------------------------------------------------------------------------------------------------
NSAT-Money Market Fund 0.50% 0.04% 0.54%
------------------------------------------------------------------------------------------------------
NSAT-Small Company Fund 1.00% 0.25% 1.25%
------------------------------------------------------------------------------------------------------
NSAT-Total Return Fund 0.50% 0.02% 0.52%
------------------------------------------------------------------------------------------------------
Neuberger & Berman Advisers 0.79% 0.12% 0.91%
Management Trust-Growth Portfolio
------------------------------------------------------------------------------------------------------
Neuberger & Berman Advisers 0.60% 0.13% 0.73%
Management Trust-Limited Maturity
Bond Portfolio
------------------------------------------------------------------------------------------------------
Neuberger & Berman Advisers 0.80% 0.50% 1.30%
Management Trust-Partners Portfolio
------------------------------------------------------------------------------------------------------
Oppenheimer-Bond Fund 0.75% 0.06% 0.81%
------------------------------------------------------------------------------------------------------
Oppenheimer-Global Securities Fund 0.75% 0.20% 0.95%
------------------------------------------------------------------------------------------------------
Oppenheimer-Multiple Strategies Fund 0.74% 0.05% 0.79%
------------------------------------------------------------------------------------------------------
Strong-Discovery Fund II, Inc. 1.00% 0.21% 1.21%
------------------------------------------------------------------------------------------------------
Strong-International Stock Fund II 1.00% 1.05% 2.05%
----- ----- -----
------------------------------------------------------------------------------------------------------
Strong-Special Fund II, Inc. 1.00% 0.10% 1.10%
------------------------------------------------------------------------------------------------------
TCI Portfolios-TCI Balanced 1.00% 0.00% 1.00%
------------------------------------------------------------------------------------------------------
TCI Portfolios-TCI Growth 1.00% 0.00% 1.00%
------------------------------------------------------------------------------------------------------
TCI Portfolios-TCI International 1.50% 0.00% 1.50%
------------------------------------------------------------------------------------------------------
Van Eck-Worldwide Bond Fund 0.75% 0.18% 0.93%
------------------------------------------------------------------------------------------------------
Van Eck-Gold and Natural Resources Fund 0.75% 0.21% 0.96%
------------------------------------------------------------------------------------------------------
Van Kampen American Capital-Real Estate
Securities Fund 1.00% 0.00% 1.00%
------------------------------------------------------------------------------------------------------
Warburg Pincus-International Equity
Portfolio 1.00% 0.44% 1.44%
------------------------------------------------------------------------------------------------------
Warburg Pincus-Small Company Growth
Portfolio 0.90% 0.35% 1.25%
------------------------------------------------------------------------------------------------------
<FN>
(1) The Mutual Fund expenses shown above are assessed at the underlying Mutual Fund level and are not direct
charges against separate account assets or reductions from Contract Values. These underlying Mutual Fund
expenses are taken into consideration in computing each underlying Mutual Fund's net asset value, which is
the share price used to calculate the unit values of the Variable Account.
</TABLE>
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<PAGE> 9
EXAMPLE
The following chart depicts the dollar amount of expenses that would be
incurred under this Contract assuming a $1000 investment and 5% annual return.
These dollar figures are illustrative only and should not be considered a
representation of past or future expenses. Actual expenses may be greater or
lesser than those shown below.
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------
If you surrender your If you do not surrender If you annuitize your
Contract your Contract at the end Contract
at the end of the of the applicable time at the end of the
applicable period applicable
time period time period
- -------------------------------------------------------------------------------------------------------------
1 3 5 10 1 3 5 10 1 3 5 10
Yr. Yrs. Yrs. Yrs. Yr. Yrs Yrs. Yrs. Yr. Yrs. Yrs. Yrs.
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Dreyfus Stock Index 13 39 68 149 13 39 68 149 * 39 68 149
Fund
- -------------------------------------------------------------------------------------------------------------
The Dreyfus Socially 11 34 60 132 11 34 60 132 * 34 60 132
Responsible Growth
Fund
- -------------------------------------------------------------------------------------------------------------
Fidelity VIP-Equity- 14 45 78 170 14 45 78 170 * 45 78 170
Income Portfolio
- -------------------------------------------------------------------------------------------------------------
Fidelity VIP-Growth 16 49 84 183 16 49 84 183 * 49 84 183
Portfolio
- -------------------------------------------------------------------------------------------------------------
Fidelity VIP-Overseas 18 56 96 209 18 56 96 209 * 56 96 209
Portfolio
- -------------------------------------------------------------------------------------------------------------
Fidelity VIP-High 16 49 85 185 16 49 85 185 * 49 85 185
Income Portfolio
- -------------------------------------------------------------------------------------------------------------
Fidelity VIP Fund II- 17 52 89 194 17 52 89 194 * 52 89 194
Asset Manager
Portfolio
- -------------------------------------------------------------------------------------------------------------
Fidelity VIP II-
Contrafund Porfolio 18 55 95 206 18 55 95 206 * 55 95 206
- -------------------------------------------------------------------------------------------------------------
NSAT-Capital 14 44 77 168 14 44 77 168 * 44 77 168
Appreciation Fund
- -------------------------------------------------------------------------------------------------------------
NSAT-Government Bond 14 43 74 162 14 43 74 162 * 43 74 162
Fund
- -------------------------------------------------------------------------------------------------------------
NSAT-Money Market 14 44 76 166 14 44 76 166 * 44 76 166
Fund
- -------------------------------------------------------------------------------------------------------------
NSAT-Small Company 22 66 114 245 22 66 114 245 * 66 114 245
Fund
- -------------------------------------------------------------------------------------------------------------
NSAT-Total Return 14 43 74 163 14 43 74 163 * 43 74 163
Fund
- -------------------------------------------------------------------------------------------------------------
Neuberger & Berman 18 56 96 208 18 56 96 208 * 56 96 208
Advisers Management
Trust-Growth
Portfolio
- -------------------------------------------------------------------------------------------------------------
Neuberger & Berman 16 50 86 188 16 50 86 188 * 50 86 188
Advisers Management
Trust-Limited
Maturity Bond
Portfolio
- -------------------------------------------------------------------------------------------------------------
Neuberger & Berman 22 68 117 250 22 68 117 250 * 68 117 250
Advisers Management
Trust- Partners
Portfolio
- -------------------------------------------------------------------------------------------------------------
</TABLE>
7
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<PAGE> 10
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------
If you surrender your If you do not surrender If you annuitize your
Contract your Contract at the end Contract
at the end of the of the applicable time at the end of th
applicable period applicable
time period time period
- -----------------------------------------------------------------------------------------------------------
1 3 5 10 1 3 5 10 1 3 5 10
Yr. Yrs. Yrs. Yrs. Yr. Yrs Yrs. Yrs. Yr. Yrs. Yrs. Yrs.
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Oppenheimer-Bond Fund 17 52 90 197 17 52 90 197 * 52 90 197
- -----------------------------------------------------------------------------------------------------------
Oppenheimer-Global 18 57 98 212 18 57 98 212 * 57 98 212
Securities Fund
- -----------------------------------------------------------------------------------------------------------
Oppenheimer-Multiple 17 52 89 194 17 52 89 194 * 52 89 194
Strategies Fund
- -----------------------------------------------------------------------------------------------------------
Strong Discovery Fund 21 65 112 241 21 65 112 241 * 65 112 241
II, Inc.
- -----------------------------------------------------------------------------------------------------------
Strong International 30 92 156 328 30 92 156 328 * 92 156 328
Stock Fund II
- -----------------------------------------------------------------------------------------------------------
Strong Special Fund 20 62 106 229 20 62 106 229 * 62 106 229
II, Inc.
- -----------------------------------------------------------------------------------------------------------
TCI Portfolios-TCI 19 58 101 218 19 58 101 218 * 58 101 218
Balanced
- -----------------------------------------------------------------------------------------------------------
TCI Portfolios-TCI 19 58 101 218 19 58 101 218 * 58 101 218
Growth
- -----------------------------------------------------------------------------------------------------------
TCI Portfolios-TCI 24 74 127 272 24 74 127 272 * 74 127 272
International
- -----------------------------------------------------------------------------------------------------------
Van Eck-Worldwide 18 56 97 210 18 56 97 210 * 56 97 210
Bond Fund
- -----------------------------------------------------------------------------------------------------------
Van Eck-Gold and 18 57 98 213 18 57 98 213 * 57 98 213
Natural Resources
Fund
- -----------------------------------------------------------------------------------------------------------
Van Kampen American 19 58 101 215 19 58 101 218 * 58 101 218
Capital-Real Estate
Securities Fund
- -----------------------------------------------------------------------------------------------------------
Warburg Pincus- 24 72 124 265 24 72 124 265 * 72 124 265
International Equity
Portfolio
- -----------------------------------------------------------------------------------------------------------
Warburg Pincus-Small 22 66 114 245 22 66 114 245 * 66 114 245
Company Growth Portfolio
- -----------------------------------------------------------------------------------------------------------
<FN>
*The Contracts sold under this Prospectus do not permit annuitizations during the first two Contract years.
The purpose of the Summary of Contract Expenses and Example is to assist the Contract Owner in understanding the various costs
and expenses that a Contract Owner will bear directly or indirectly when investing in the Contract. The expenses of the Variable
Account as well as those of the underlying Mutual Fund options are reflected in the Example. For more and complete descriptions of
the expenses of the Variable Account, see "Variable Account Charges, Purchase Payments, and Other Deductions." For more and
complete information regarding expenses paid out of the assets of the underlying Mutual Fund options, see the underlying Mutual
Funds' prospectuses. Deductions for premium taxes may also apply but are not reflected in the Example shown above (see "Premium
Taxes").
</TABLE>
8
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<PAGE> 11
SYNOPSIS
There are two types of Contracts: Non-Qualified Contracts may be
purchased with money from any source or an Individual Retirement Annuity may be
purchased with annual IRA contributions or contributions rolled-over from
Qualified Plans, Tax-Sheltered Annuities or other IRAs.
The Company does not deduct a sales charge from Purchase Payments made
for these Contracts. The Company deducts a Mortality Risk Charge equal to an
annual rate of 0.80% of the daily net asset value of the Variable Account for
mortality risk assumed by the Company (see "Mortality Risk Charge").
There are no minimum initial Purchase Payment or minimum subsequent
Purchase Payment requirements. Subsequent Purchase Payments are not permitted
for Contracts purchased in the states of New York, Oregon and Washington. The
cumulative total of all Purchase Payments under a Contract may not exceed
$1,000,000 without the prior consent of the Company (see "Allocation of
Purchase Payments and Contract Value").
If the Contract Value at the Annuitization Date is less than $5,000, the
Contract Value may be distributed in one lump sum in lieu of annuity payments.
If any annuity payment would be less than $50, the Company shall have the right
to change the frequency of payments to such intervals as will result in
payments of at least $50 (see "Frequency and Amount of Annuity Payments").
Premium taxes payable to any governmental entity will be charged against
the Contracts. If any such premium taxes are payable at the time purchase
payments are made, the premium tax deduction will be made prior to allocation
to any underlying Mutual Fund option (see "Premium Taxes").
To be sure that the Contract Owner is satisfied with the Contract, the
Contract Owner has a ten day free look. Within ten days of the day the
Contract is received, it may be returned to the Home Office of the Company, at
the address shown on page 1 of this Prospectus. When the Contract is received
by the Company, the Company will void the Contract and refund the Contract
Value in full unless otherwise required by state and/or federal law. All
Individual Retirement Annuity refunds will be return of purchase payments (see
"Right to Revoke").
NATIONWIDE LIFE INSURANCE COMPANY
The Company is a stock life insurance company organized under the laws of
the State of Ohio in 1929. The Company is a member of the Nationwide Insurance
Enterprise, with its home offices at One Nationwide Plaza, Columbus, Ohio
43216-6609. The Company offers a complete line of life insurance, including
annuities and accident and health insurance. It is admitted to do business in
the District of Columbia, Puerto Rico, and in all states.
THE VARIABLE ACCOUNT
The Variable Account was established by the Company on October 7, 1981,
pursuant to the provisions of Ohio law. The Company has caused the Variable
Account to be registered with the Securities and Exchange Commission as a unit
investment trust pursuant to the provisions of the Investment Company Act of
1940. Such registration does not involve supervision of the management of the
Variable Account or the Company by the Securities and Exchange Commission.
The Variable Account is a separate investment account of the Company and,
as such, is not chargeable with liabilities arising out of any other business
the Company may conduct. The Company does not guarantee the investment
performance of the Variable Account. Obligations under the Contracts, however,
are obligations of the Company. Income, gains and losses, whether or not
realized, from the assets of the Variable Account are, in accordance with the
Contracts, credited to or charged against the Variable Account without regard
to other income, gains, or losses of the Company.
Purchase Payments are allocated within the Variable Account among one or
more Sub-Accounts made up of shares in the underlying Mutual Fund option(s)
designated by the Contract Owner. A separate Sub-Account is established within
the Variable Account for each of the underlying Mutual Fund options that may be
designated by the Contract Owner.
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<PAGE> 12
UNDERLYING MUTUAL FUND OPTIONS
Contract Owners may choose from among a number of different Sub-Account
options. A summary of investment objectives is contained in the descriptions
of each underlying Mutual Fund option below. THERE CAN BE NO ASSURANCE THAT
THE FUNDS' INVESTMENT OBJECTIVES WILL BE ACHIEVED.
DREYFUS STOCK INDEX FUND
The Dreyfus Stock Index Fund, Inc. is an open-end, non-diversified,
management investment company. It was incorporated under Maryland law on
January 24, 1989 and commenced operations on September 29, 1989. Wells Fargo
Nikko Investment Advisors serves as the Fund's index fund manager. As of May
1, 1994, the Dreyfus Life and Annuity Index Fund began doing business as the
Dreyfus Stock Index Fund.
Investment Objective: To provide investment results that correspond to the
price and yield performance of publicly traded common stocks in the aggregate,
as represented by the Standard & Poor's Composite Stock Price Index. The Fund
is neither sponsored by nor affiliated with Standard & Poor's Corporation.
THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC.
The Dreyfus Socially Responsible Growth Fund, Inc. is an open-end,
diversified, management investment company. It was incorporated under Maryland
law on July 20, 1992, and commenced operations on October 7, 1993. The Dreyfus
Corporation serves as the Fund's investment advisor. Tiffany Capital Advisors,
Inc. serves as the Fund's sub-investment adviser and provides day-to-day
management of the Fund's portfolio.
Investment Objective: The Fund's primary goal is to provide capital growth
equity investment in companies that, in the opinion of the Fund's management,
not only meet traditional investment standards, but which also show evidence
that they conduct their business in a manner that contributed to the
enhancement of the quality of life in America. Current income is secondary to
the primary goal.
FIDELITY VARIABLE INSURANCE PRODUCTS FUND
The fund is an open-end, diversified, management investment company
organized as a Massachusetts business trust on November 13, 1981. The funds
shares are purchased by insurance companies to fund benefits under variable
insurance and annuity policies. Fidelity Management & Research Company ("FMR")
is the Fund's manager.
-EQUITY-INCOME PORTFOLIO
Investment Objective: To seek reasonable income by investing primarily in
income-producing equity securities. In choosing these securities FMR
also will consider the potential for capital appreciation. The
Portfolio's goal is to achieve a yield which exceeds the composite yield
on the securities comprising the Standard & Poor's 500 Composite Stock
Price Index.
-GROWTH PORTFOLIO
Investment Objective: Seeks to achieve capital appreciation. This
Portfolio will invest in the securities of both well-known and
established companies, and smaller, less well-known companies which may
have a narrow product line or whose securities are thinly traded. These
latter securities will often involve greater risk than may be found in
the ordinary investment security. FMR's analysis and expertise plays an
integral role in the selection of securities and, therefore, the
performance of the Portfolio. Many securities which FMR believes would
have the greatest potential may be regarded as speculative, and
investment in the Portfolio may involve greater risk than is inherent in
other mutual funds. It is also important to point out that the Portfolio
makes most sense for you if you can afford to ride out changes in the
stock market, because it invests primarily in common stocks. FMR also
can make temporary investments in securities such as investment-grade
bonds, high-quality preferred stocks and short-term notes, for defensive
purposes when it believes market conditions warrant.
-HIGH INCOME PORTFOLIO
Investment Objective: Seeks to obtain a high level of current income by
investing primarily in high-risk, lower-rated, high-yielding,
fixed-income securities, while also considering growth of capital. The
Portfolio manager will seek high current income normally by investing the
Portfolio's assets as follows:
- at least 65% in income-producing debt securities and preferred
stocks, including convertible securities
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<PAGE> 13
- up to 20% in common stocks and other equity securities when
consistent with the Portfolio's primary objective or acquired as
part of a unit combining fixed-income and equity securities
Higher yields are usually available on securities that are lower-rated or
that are unrated. Lower-rated securities are usually defined as Ba or
lower by Moody's; BB or lower by Standard & Poor's and may be deemed to
be of a speculative nature. The Portfolio may also purchase
lower-quality bonds such as those rated Ca3 by Moody's or C- by Standard
& Poor's which provide poor protection for payment of principal and
interest (commonly referred to as "junk bonds"). For a further
discussion of lower-rated securities, please see the "Risks of
Lower-Rated Debt Securities" section of the Portfolio's prospectus.
-OVERSEAS PORTFOLIO
Investment Objective: To seek long term growth of capital primarily
through investments in foreign securities. The Overseas Portfolio
provides a means for investors to diversify their own portfolios by
participating in companies and economies outside of the United States.
FIDELITY VARIABLE INSURANCE PRODUCTS FUND II
The Variable Insurance Products Fund II is an open-end, diversified,
management investment company organized as a Massachusetts business trust on
March 21, 1988. The fund's shares are purchased by insurance companies to fund
benefits under variable insurance and annuity policies. FMR is the fund's
manager.
-ASSET MANAGER PORTFOLIO
Investment Objective: To seek high total return with reduced risk over
the long-term by allocating its assets among domestic and foreign stocks,
bonds and short-term fixed income instruments.
-Contrafund Portfolio
Investment Objective: To seek capital appreciation by investing primarily
in companies that the fund manager believes to be undervalued due to an
overly pessimistic appraisal by the public. This strategy can lead to
investment in domestic and foreign companies, small and large, many of
which may not be well known. The fund primarily invests in common stock
and securities convertible into common stock, but it has the flexibility
to invest in any type of security that may produce capital appreciation.
NATIONWIDE SEPARATE ACCOUNT TRUST
Nationwide Separate Account Trust (the "Trust") is a diversified open-end
management investment company created under the laws of Massachusetts. The
Trust offers shares in the five separate Mutual Funds listed below, each with
its own investment objective. Currently, shares of the Trust will be sold only
to life insurance company separate accounts to fund the benefits under variable
life insurance policies or variable annuity contracts issued by life insurance
companies. The assets of the Trust are managed by Nationwide Financial
Services, Inc. of One Nationwide Plaza, Columbus, Ohio 43216, a wholly-owned
subsidiary of Nationwide Life Insurance Company.
-CAPITAL APPRECIATION FUND
Investment Objective: The Fund is designed for investors who are
interested in long-term growth. The Fund seeks to meet its objective
primarily through a diversified portfolio of the common stock of
companies which the investment manager determines have a better-than-
average potential for sustained capital growth over the long term.
-GOVERNMENT BOND FUND
Investment Objective: To provide as high a level of income as is
consistent with the preservation of capital. It seeks to achieve its
objective by investing in a diversified portfolio of securities issued or
backed by the U.S. Government, its agencies or instrumentalities.
-MONEY MARKET FUND
Investment Objective: To seek as high a level of current income as is
considered consistent with the preservation of capital and liquidity by
investing primarily in money market instruments.
-SMALL COMPANY FUND
Investment Objective: The Fund seeks long-term growth of capital by
investing primarily in equity securities of domestic and foreign
companies with market capitalizations of less than $1 billion at the time
of purchase. Nationwide Financial Services, Inc.("NFS"), the Fund's
adviser, has employed a group of sub-advisers, each of which will manage
a portion of the Fund's portfolio. These sub-advisers are the Dreyfus
Corporation, Neuberger & Berman, L.P., Pictet International Management
Limited, Van Eck Associates Corporation, Strong Capital Management, Inc.
and Warburg, Pincus Counsellors, Inc. The sub-advisers were chosen
because they utilize a number of different investment styles when
investing in small company stocks. By utilizing a number of investment
styles, NFS hopes to increase prospects for investment return and to
reduce market risk and volatility.
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<PAGE> 14
-TOTAL RETURN FUND
Investment Objective: To obtain a reasonable long-term total return
(i.e., earnings growth plus potential dividend yield) on invested capital
from a flexible combination of current return and capital gains through
investments in common stocks, convertible issues, money market
instruments and bonds with a primary emphasis on common stocks.
NEUBERGER & BERMAN ADVISERS MANAGEMENT TRUST (FORMERLY "ADVISERS MANAGEMENT
TRUST")
Neuberger & Berman Advisers Management Trust is an open-end diversified
management investment company established as a Massachusetts business trust on
December 14, 1983. Shares of the Trust are offered in connection with certain
variable annuity contracts and variable life insurance policies issued through
life insurance company separate accounts and are also offered directly to
qualified pension and retirement plans outside of the separate account context.
The investment adviser is Neuberger & Berman Management Incorporated.
-GROWTH PORTFOLIO
Investment Objective: The Portfolio seeks capital growth through
investments in common stocks of companies that the investment adviser
believes will have above average earnings or otherwise provide investors
with above average potential for capital appreciation. To maximize this
potential, the investment adviser may also utilize, from time to time,
securities convertible into common stocks, warrants and options to
purchase such stocks.
-LIMITED MATURITY BOND PORTFOLIO (FORMERLY "BOND PORTFOLIO")
Investment Objective: To provide the high level of current income,
consistent with low risk to principal and liquidity. As a secondary
objective, it also seeks to enhance its total return through capital
appreciation when market factors, such as falling interest rates and
rising bond prices, indicate that capital appreciation may be available
without significant risk to principal. It seeks to achieve its
objectives through investments in a diversified portfolio of limited
maturity debt securities.
-PARTNERS PORTFOLIO
Investment Objective: To seek capital growth. This portfolio will seek
to achieve its objective by investing primarily in the common stock of
established companies. Its investment program seeks securities believed
to be undervalued based on fundamentals such as low price-to-earnings
ratios, consistent cash flows, and support from asset values. The
objective of the Partners Portfolio is not fundamental and can be changed
by the Trustees of the Trust without shareholder approval. Shareholders
will, however, receive at least 30 days notice thereof. There is no
assurance the investment objective will be met.
OPPENHEIMER VARIABLE ACCOUNT FUNDS
The Oppenheimer Variable Account Funds is an open-end, diversified
management investment company organized as a Massachusetts business trust in
1984. Shares of the Funds are sold only to provide benefits under variable
life insurance policies and variable annuity contracts. Oppenheimer Management
Corporation is the Funds' investment adviser.
-OPPENHEIMER BOND FUND
Investment Objective: Primarily to seek a high level of current income
from investment in high yield fixed-income securities rated "Baa" or
better by Moody's or "BBB" or better by Standard & Poor's. Secondarily,
the fund seeks capital growth when consistent with its primary objective.
-OPPENHEIMER GLOBAL SECURITIES FUND
Investment Objective: To seek long-term capital appreciation by investing
a substantial portion of assets in securities of foreign issuers,
"growth-type" companies, cyclical industries and special situations which
are considered to be speculative.
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<PAGE> 15
-OPPENHEIMER MULTIPLE STRATEGIES FUND
Investment Objective: To seek a total investment return (which includes
current income and capital appreciation in the value of its shares) from
investments in common stocks and other equity securities, bonds and other
debt securities, and "money market" securities.
STRONG SPECIAL FUND II, INC.
The Strong Special Fund II, Inc. ("Special Fund II") is a diversified, an
open-end management company commonly called a Mutual Fund. The Special Fund II
was incorporated in Wisconsin and may only be purchased by the separate
accounts of insurance companies for the purpose of funding variable annuity
contracts and variable life insurance policies. Strong Capital Management Inc.
(the "Advisor") is the investment advisor for the Fund.
-SPECIAL FUND II
Investment Objective: To seek capital appreciation through investments
in a diversified portfolio of equity securities.
STRONG VARIABLE INSURANCE PRODUCTS FUNDS
The Strong Variable Insurance Funds, Inc. is a diversified, open-end
management investment company, commonly called a Mutual Fund. The Strong
Discovery Fund II, Inc. ("Discovery Fund II") and Strong International Stock
Fund II (International Stock Fund II") were incorporated in Wisconsin and may
only be purchased by the separate accounts of insurance companies for the
purpose of funding variable annuity contracts and variable life insurance
policies. Strong Capital Management, Inc. (the "Adviser") is the investment
advisor for each of the Funds.
-DISCOVERY FUND II, INC.
Investment Objective: The Discovery Fund II's investment objective is to
seek maximum capital appreciation through investments in a diversified
portfolio of securities.
-INTERNATIONAL STOCK FUND II
Investment Objective: To seek capital growth by investing primarily in
the equity securities of issuers located outside the United States.
TCI PORTFOLIOS, INC., MEMBER OF THE TWENTIETH CENTURY FAMILY OF MUTUAL FUNDS.
TCI Portfolios, Inc. was organized as a Maryland corporation in 1987. It
is a diversified, open-end investment management company, designed only to
provide investment vehicles for variable annuity and variable life insurance
products of insurance companies. A member of the Twentieth Century Family of
Mutual Funds, TCI Portfolios is managed by Investors Research Corporation.
- - TCI BALANCED
Investment Objective: Capital growth and current income. The fund will
seek to achieve its objective by maintaining approximately 60% of the
assets of the fund in common stocks (including securities convertible
into common stocks and other equity equivalents) that are considered by
management to have better-than-average prospects for appreciation and
approximately 40% in fixed income securities. A minimum of 25% of the
fixed income portion of the fund will be invested in fixed income senior
securities. There can be no assurance that the Fund will achieve its
investment objective.
- - TCI GROWTH
Investment Objective: Capital growth. The fund will seek to achieve its
objective by investing in common stocks (including securities convertible
into common stocks and other equity equivalents) that meet certain
fundamental and technical standards of selection and have, in the opinion
of the fund's investment manager, better than average potential for
appreciation. The fund tries to stay fully invested in such securities,
regardless of the movement of stock prices generally.
The fund may invest in cash and cash equivalents temporarily or when it is
unable to find common stocks meeting its criteria of selection. It may
purchase securities only of companies that have a record of at
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<PAGE> 16
least three years continuous operation. There can be no assurance that
the Fund will achieve its investment objective.
- - TCI INTERNATIONAL
Investment Objective: To seek capital growth. The fund will seek to
achieve its investment objective by investing primarily in securities of
foreign companies that meet certain fundamental and technical standards
of selection and, in the opinion of the investment manager, have
potential for appreciation. Under normal conditions, the fund will
invest at least 65% of its assets in common stocks or other equity
securities of issuers from at least three countries outside the United
States. Securities of United States issuers may be included in the
portfolio from time to time. Although the primary investment of the fund
will be common stocks (defined to include depository receipts for common
stocks), the fund may also invest in other types of securities consistent
with the fund's objective. When the manager believes that the total
return potential of other securities equals or exceeds the potential
return of common stocks, the fund may invest up to 35% of its assets in
such other securities. There can be no assurance that the fund will
achieve its objectives.
(Although the Statement of Additional Information concerning TCI
Portfolios, Inc., refers to redemptions of securities in kind under
certain conditions, all surrendering or redeeming Contract Owners will
receive cash from the Company.)
VAN ECK WORLDWIDE INSURANCE TRUST (FORMERLY VAN ECK INVESTMENT TRUST)
Van Eck Worldwide Insurance Trust is an open-end management investment
company organized as a "Business Trust" under the laws of the Commonwealth of
Massachusetts on January 7, 1987. Trust shares are offered only to separate
accounts of various insurance companies to fund the benefits of variable
insurance and annuity policies. The investment adviser and manager is Van Eck
Associates Corporation.
-WORLDWIDE BOND FUND (FORMERLY GLOBAL BOND FUND)
Investment Objective: To seek high total return through a flexible policy
of investing globally, primarily in debt securities.
-GOLD AND NATURAL RESOURCES FUND
Investment Objective: To seek long-term capital appreciation by investing
in equity and debt securities of companies engaged in the exploration,
development, production and distribution of gold and other natural
resources, such as strategic and other metals, minerals, forest products,
oil, natural gas and coal. Current income is not an objective.
VAN KAMPEN AMERICAN CAPITAL LIFE INVESTMENT TRUST
The Van Kampen American Capital Life Investment Trust is an open-end
diversified management investment company organized as a Massachsetts business
trust on June 3, 1985. The Trust offers shares in separate portfolios which
are sold only to insurance companies to provide funding for variable life
insurance policies and variable annuity contracts. Van Kampen American Capital
Asset Management, Inc. serves as the Portfolio's investment adviser.
-AMERICAN CAPITAL REAL ESTATE SECURITIES FUND
Investment Objective: To seek long-term capital growth by investing in a
portfolio of securities of companies operating in the real estate
industry ("Real Estate Securities"). Current income is a secondary
consideration. Real Estate Securities include equity securities,
including common stocks and convertible securities, as well as
non-convertible preferred stocks and debt securities of real estate
industry companies. A "real estate industry company" is a company that
derives at least 50% of its assets (marked to market), gross income or
net profits from the ownership, construction, management or sale of
residential, commercial or industrial real estate. Under normal market
conditions, at least 65% of the Fund's total assets will be invested in
Real Estate Securities, primarily equity securities of real estate
investment trusts. The Fund may invest up to 25% of its total assets in
securities issued by foreign issuers, some or all of which may also be
Real Estate Securities. There can be no assurance that the Fund will
achieve its Investment objective.
WARBURG PINCUS TRUST
The Warburg Pincus Trust ("Trust") is an open-end management investment company
organized in March 1995 as a business trust under the laws of The Commonwealth
of Massachusetts. The Trust offers its shares to insurance companies for
allocation to separate accounts for the purpose of funding variable annuity and
variable life contracts. Trust portfolios are managed by Warburg, Pincus
Counsellors, Inc. ("Counsellors.")
- - INTERNATIONAL EQUITY PORTFOLIO
Investment Objective: To seek long-term capital appreciation by investing
primarily in a broadly diversified portfolio of equity securities of
companies, wherever organized, that in the judgment of "Counsellors"
have their principal business activities and interests outside the United
States. The Portfolio will ordinarily invest substantially all of its
assets, but no less than 65% of its total assets, in common stocks,
warrants and securities convertible into or exchangeable for common
stocks. The Portfolio intends to invest principally in the securities of
financially strong companies with opportunities for growth within growing
international economies and markets through increased earning power and
improved utilization or recognition of assets.
- - SMALL COMPANY GROWTH PORTFOLIO
Investment Objective: To seek capital growth by investing in a portfolio
of equity securities of small-sized domestic companies. The Portfolio
ordinarily will invest at least 65% of its total assets in common stocks
or warrants of small-sized companies (i.e., companies having stock market
capitalizations of between $25 million and $1 billion at the time of
purchase) that represent attractive opportunities for capital growth.
The Portfolio intends to invest primarily in companies whose securities
are traded on domestic stock exchanges or in the over-the-counter market.
The Portfolio's investments will be made on the basis of their equity
characteristics and securities ratings generally will not be a factor in
the selection process.
More detailed information may be found in the current prospectus for each
underlying Mutual Fund offered. Such a prospectus for the underlying Mutual
Fund options being considered must accompany this Prospectus and should be read
in conjunction herewith. A copy of each prospectus may be obtained without
charge from Nationwide Life Insurance Company by calling 1-800-848-6331, Voice
Response (available 24 hours) 1-800-573-2447, TDD 1-800-238-3035 or writing
P.O. Box 16609, Columbus, Ohio 43216-6609.
The underlying Mutual Fund options may also be available to other
separate accounts of the Company. Although the Company does not anticipate any
disadvantages to this, there is a possibility that a material conflict may
arise between the interest of the Variable Account and one or more of the other
separate accounts participating in the underlying Mutual Fund options. A
conflict may occur due to a change in law affecting the operations of variable
life and variable annuity separate accounts, differences in the voting
instructions of the Contract Owners and those of other companies, or some other
reason. In the event of conflict, the Company will take any steps necessary to
protect the Contract Owners and variable annuity payees, including withdrawal
of the Variable Account from participation in the underlying Mutual Fund or
Mutual Funds involved in the conflict.
VOTING RIGHTS
Voting rights under the Contracts apply ONLY with respect to Purchase
Payments or accumulated amounts allocated to the Variable Account.
In accordance with its view of present applicable law, the Company will
vote the shares of the underlying Mutual Funds held in the Variable Account at
regular and special meetings of the shareholders of the
14
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<PAGE> 17
underlying Mutual Funds in accordance with instructions received from persons
whose Contract Value is measured by units in the Variable Account. However, if
the Investment Company Act of 1940 or any Regulation thereunder should be
amended or if the present interpretation thereof should change, and as a result
the Company determines that it is permitted to vote the shares of the
underlying Mutual Funds in its own right, it may elect to do so.
The person having the voting interest under a Contract shall be the
Contract Owner. The number of shares held in the Variable Account which is
attributable to each Contract Owner is determined by dividing the Contract
Owner's interest in the Variable Account by the net asset value of the
applicable share of the underlying Mutual Funds.
The number of shares held in the Variable Account which is attributable
to each Contract is determined by dividing the reserve for such Contract by the
net asset value of one share.
The number of shares which a person has the right to vote will be
determined as of the date chosen by the Company not more than 90 days prior to
the meeting of the underlying Mutual Fund and voting instructions will be
solicited by written communication at least 15 days prior to such meeting.
Underlying Mutual Fund shares held in the Variable Account as to which no
timely instructions are received will be voted by the Company in the same
proportion as the voting instructions which are received with respect to all
Contracts participating in the Variable Account.
Each person having the voting interest in the Variable Account will
receive periodic reports relating to the underlying Mutual Fund, proxy material
and a form with which to give such voting instructions with respect to the
proportion of the underlying Mutual Fund shares held in the Variable Account
corresponding to his or her interest in the Variable Account.
VARIABLE ACCOUNT CHARGES, PURCHASE PAYMENTS, AND OTHER DEDUCTIONS
MORTALITY RISK CHARGE
The Company assumes a "mortality risk" that variable annuity payments
will not be affected by the death rates of persons receiving such payments or
of the general population by virtue of annuity rates incorporated in the
Contract which cannot be changed.
For assuming this mortality risk, the Company deducts a Mortality Risk
Charge from the Variable Account. This amount is computed on a daily basis,
and is equal to an annual basis to 0.80% of the daily net asset value of the
Variable Account. The Company expects to generate a profit through assessing
this charge.
PREMIUM TAXES
The Company will charge against the Contract Value the amount of any
premium taxes levied by a state or any other governmental entity upon Purchase
Payments received by the Company. To the best of the Company's present
knowledge, premium taxes currently imposed by certain jurisdictions range from
0% to 3.5%. This range is subject to change. The method used to recoup
premium tax expense will be determined by the Company at its sole discretion
and in compliance with applicable state law. The Company currently deducts
such charges from a Contract Owner's Contract Value either: (1) at the time
the Contract is surrendered, (2) at Annuitization, or (3) in those states which
so require, at the time Purchase Payments are made to the Contract.
EXPENSES OF VARIABLE ACCOUNT
Expenses of the Variable Account with respect to the Contracts described
herein include mortality expenses relating to the guarantee of annuity purchase
rates at issue for the life of the Contract and the payment of minimum death
benefits prior to the Designated Annuitant's 86th birthday regardless of the
investment experience of the Variable Account.
INVESTMENTS OF THE VARIABLE ACCOUNT
At the time of purchase each Contract Owner elects to have Purchase
Payments attributable to his participation in the Variable Account allocated
among one or more of the Sub-Accounts which consist of shares in the underlying
Mutual Fund options. Shares of the respective underlying Mutual Fund options
specified by the Contract Owner are purchased at net asset value for the
respective Sub-Account(s) and converted into
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Accumulation Units. At the time of purchase, the Contract Owner designates the
underlying Mutual Funds to which he or she desires to have Purchase Payments
allocated. Such election is subject to any minimum purchase payment
limitations which may be imposed by the underlying Mutual Funds designated.
The Contract Owner may change the election as to allocation of Purchase
Payments or may elect to exchange amounts among the Sub-Account options
pursuant to such terms and conditions applicable to such transactions as may be
imposed by each of the underlying Mutual Fund options, in addition to those set
forth in the Contracts.
RIGHT TO REVOKE
The Contract Owner may revoke the Contract at any time between the Date
of Issue and the date 10 days after receipt of the Contract and receive a
refund of the Contract Value unless otherwise required by state and/or federal
law. All Individual Retirement Annuity refunds will be a return of purchase
payments. In order to revoke the Contract, it must be mailed or delivered to
the Home Office of the Company at the mailing address shown on page 1 of this
Prospectus. Mailing or delivery must occur on or before 10 days after receipt
of the Contract for revocation to be effective. In order to revoke the
Contract, if it has not been received, written notice must be mailed or
delivered to the Home Office of the Company at the mailing address shown on
page 1 of this Prospectus.
The liability of the Variable Account under this provision is limited to
the Contract Value in each Sub-Account on the date of revocation. Any
additional amounts refunded to the Contract Owner will be paid by the Company.
TRANSFERS
Transfers must be made prior to the Annuitization Date. Transfers
among the sub-accounts may be made either in writing or, in states allowing
such transfers, by telephone. This telephone exchange privilege is made
available to Contract Owners automatically without their having to elect the
privilege. The Company will employ reasonable procedures to confirm that
instructions communicated by telephone are genuine. Such procedures may
include any or all of the following, or such other procedures as the Company
may, from time to time, deem reasonable: requesting identifying information,
such as name, contract number, Social Security number, and/or personal
identification number; tape recording all telephone transactions; and providing
written confirmation thereof to both the Contract Owner and any agent of
record, at the last address of record. Although failure to follow reasonable
procedures may result in the Company's liability for any losses due to
unauthorized or fraudulent telephone transfers, the Company will not be liable
for following instructions communicated by telephone which it reasonably
believes to be genuine. Any losses incurred pursuant to actions taken by the
Company in reliance on telephone instructions reasonably determined to be
genuine shall be borne by the Contract Owner. The Company may withdraw the
telephone exchange privilege upon 30 days' written notice to Contract Owners.
ASSIGNMENT
Where permitted, the Contract Owner may assign the Contract at any time
during the lifetime of the Annuitant prior to the Annuitization Date. Such
assignment will take effect upon receipt and recording by the Company at its
Home Office of a written notice thereof executed by the Contract Owner. The
Company assumes no responsibility for the validity or tax consequences of any
assignment. The Company shall not be liable as to any payment or other
settlement made by the Company before recording of the assignment.
Any portion of Contract Value which is pledged or assigned shall be
treated as a distribution and shall be included in gross income to the extent
that the cash value exceeds the investment in the Contract for the taxable year
in which assigned or pledged. In addition, any Contract Values assigned may,
under certain conditions, be subject to a tax penalty equal to 10% of the
amount which is included in gross income. All rights in this Contract are
personal to the Contract Owner and may not be assigned without written consent
of the Company. Individual Retirement Accounts and Individual Retirement
Annuities are not eligible for assignment.
CONTINGENT OWNER AND BENEFICIARY PROVISIONS
The Contingent Owner is the person or persons who may receive certain
benefits under the Contract in the event the Contract Owner dies before the
Annuitization Date. If more than one Contingent Owner survives the Contract
Owner, each will share equally unless otherwise specified in the Contingent
Owner designation. If a Contingent Owner is not named or predeceases the
Contract Owner, all rights and interest of the Contingent Owner will vest in
the Contract Owner's estate. Subject to the terms of any existing assignment,
the Contract Owner may change the Contingent Owner from time to time prior to
the Annuitization Date, by written notice to
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the Company. The change, upon receipt and recording by the Company at its Home
Office, will take effect as of the time the written notice was signed, whether
or not the Contract Owner is living at the time of recording, but without
further liability as to any payment or settlement made by the Company before
receipt of such change.
The Beneficiary is the person or persons who may receive certain benefits
under the Contract in the event the Annuitant dies prior to the Annuitization
Date. If more than one Beneficiary survives the Annuitant, each will share
equally unless otherwise specified in the Beneficiary designation. If no
Beneficiary survives the Annuitant, all rights and interest of the Beneficiary
shall vest in the Contingent Beneficiary, and if more than one Contingent
Beneficiary survives, each will share equally unless otherwise specified in the
Contingent Beneficiary designation. If a Contingent Beneficiary is not named
or predeceases the Annuitant, all rights and interest of the Contingent
Beneficiary will vest with the Contract Owner or the Contract Owner's estate.
Subject to the terms of any existing assignment, the Contract Owner may change
the Beneficiary or Contingent Beneficiary from time to time during the lifetime
of the Annuitant, by written notice to the Company. The change, upon receipt
by the Company at its Home Office, will take effect as of the time the written
notice was signed, whether or not the Annuitant is living at the time of
recording, but without further liability as to any payment or settlement made
by the Company before receipt of such change.
OWNERSHIP PROVISIONS
Unless otherwise provided, the Contract Owner has all rights under the
Contract. IF THE PURCHASER NAMES SOMEONE OTHER THAN HIMSELF OR HERSELF AS
OWNER, THE PURCHASER WILL HAVE NO RIGHTS UNDER THE CONTRACT. If a Joint Owner
is named, the Joint Owner will possess an undivided interest in the Contract.
The Contract Owner(s) retains sole rights in the Contract upon the other's
death prior to the Annuitization Date. Unless otherwise provided, when Joint
Owner(s) are named, the exercise of any ownership right in the Contract
(including the right to surrender or partially surrender the Contract, to
change the Owner, the Contingent Owner, the Annuitant, the Contingent
Annuitant, the Beneficiary, the Contingent Beneficiary, the Annuity Payment
Option or the Annuitization Date) shall require a written indication of an
intent to exercise that right, which must be signed by both the Owners. Joint
Owners must be spouses at the time joint ownership is requested.
If a Contract Owner dies prior to the Annuitization Date and the Contract
Owner and the Annuitant are not the same person, Contract ownership will be
determined in accordance with the "Death of Contract Owner" provision on page
19. If the Annuitant (regardless of whether the Annuitant is also the Contract
Owner) dies prior to the Annuitization Date, ownership will be determined in
accordance with the "Death of Annuitant Prior to the Annuitization Date"
provision. On and after the Annuitization Date, the Contract Owner is the
Annuitant.
Prior to the Annuitization Date, the Contract Owner may name a new
Contract Owner. Such change may be subject to state and federal gift taxes,
and may also result in current federal income taxation (see the "Taxes"
provision on page 24). Any change of Contract Owner will automatically revoke
any prior Contract Owner designation. Any request for change of Contract Owner
must be (1) made by proper written application, (2) received and recorded by
the Company at its Home Office, and (3) may include a signature guarantee as
specified in the "Surrender" provision. The change will become effective as of
the date the written request is signed. A new choice of Contract Owner will
not apply to any payment made or action taken by the Company prior to the time
it was received and recorded.
The Contract Owner may request a change in the Annuitant or Contingent
Annuitant before the Annuitization Date. Such a request must be made in
writing on a form acceptable to the Company and must be signed by the Contract
Owner and the person to be named as Annuitant or Contingent Annuitant. Any
such change is subject to underwriting and approval by the Company.
SUBSTITUTION OF SECURITIES
If the shares of the underlying Mutual Funds described in this Prospectus
should no longer be available for investment by the Variable Account or if, in
the judgment of the Company's management, further investment in such underlying
Mutual Fund shares should become inappropriate in view of the purposes of the
Contract, the Company may substitute shares of another underlying Mutual Fund
for underlying Mutual Fund shares already purchased or to be purchased in the
future by Purchase Payments under the Contract. No substitution of securities
in the Variable Account may take place without prior approval of the Securities
and Exchange Commission, and under such requirements as it may impose.
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CONTRACT OWNER INQUIRIES
Contract Owner inquiries may be directed to Nationwide Life Insurance
Company by writing P.O. Box 16609, Columbus, Ohio 43216-6609 , or calling
1-800-848-6331, Voice Response (available 24 hours) 1-800-573-2447, TDD
1-800-238-3035.
ANNUITY PAYMENT PERIOD-VARIABLE ACCOUNT
At the Annuitization Date the Variable Account Contract Value is applied
to the Annuity Payment Option elected in accordance with the Annuity Table in
the Contract.
Subsequent Variable Annuity payments vary in amount in accordance with
the investment performance of the Variable Account. The dollar amount of the
first annuity payment determined as above is divided by the value of an Annuity
Unit as of the Annuitization Date to establish the number of Annuity Units
representing each monthly annuity payment. This number of Annuity Units
remains fixed during the annuity payment period. The dollar amount of the
second and subsequent payments is not predetermined and may change from month
to month. The dollar amount of each subsequent payment is determined by
multiplying the fixed number of Annuity Units by the Annuity Unit Value for the
Valuation Period in which the payment is due. The Company guarantees that the
dollar amount of each payment after the first will not be affected by
variations in mortality experience from mortality assumptions used to determine
the first payment.
VALUE OF AN ANNUITY UNIT
The value of an Annuity Unit was arbitrarily set initially at $10 when
the first underlying Mutual Fund shares were purchased. The value of an
Annuity Unit for a sub-account for any subsequent Valuation Period is
determined by multiplying the Annuity Unit Value for the immediately preceding
Valuation Period by the Net Investment Factor for the Valuation Period for
which the Annuity Unit Value is being calculated, and multiplying the result by
an interest factor to neutralize the assumed investment rate of 3.5% per annum
(see "Net Investment Factor").
ASSUMED INVESTMENT RATE
A 3.5% Assumed Investment Rate is built into the Annuity Tables contained
in the Contracts. A higher assumption would mean a higher initial payment but
more slowly rising or more rapidly falling subsequent payments. A lower
assumption would have the opposite effect. If the actual investment rate is at
the annual rate of 3.5%, the annuity payments will be level.
FREQUENCY AND AMOUNT OF ANNUITY PAYMENTS
Annuity payments will be paid as monthly installments. However, if the
net amount available to apply under any Annuity Payment Option is less than
$5,000, the Company shall have the right to pay such amount in one lump sum in
lieu of the payments otherwise provided for. In addition, if the payments
provided for would be or become less than $50, the Company shall have the right
to change the frequency of payments to such intervals as will result in
payments of at least $50.
ANNUITIZATION DATE
The Contract Owner selects an Annuitization Date at the time of
Application. Such date may be the first day of a calendar month or any other
agreed upon date.
CHANGE IN ANNUITIZATION DATE
The Contract Owner may, upon prior written notice to the Company, change
the Annuitization Date. The date to which such a change may be made shall be
the first day of a calendar month.
If the Contract Owner requests in writing (see "Ownership Provisions"),
and the Company approves the request, the Annuitization Date may be deferred.
The amount of the Death Benefit will be limited to the Contract Value if the
Annuitization Date is postponed beyond the Annuitant's 86th birthday.
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CHANGE IN FORM OF ANNUITY
The Contract Owner may, upon prior written notice to the Company, at any
time prior to the Annuitization Date, elect one of the Annuity Payment Options.
ANNUITY PAYMENT OPTIONS
Any of the following Annuity Payment Options may be elected:
Option 1-Life Annuity-An annuity payable monthly during the lifetime of
the Annuitant, ceasing with the last payment due prior to the death of
the Annuitant. IT WOULD BE POSSIBLE UNDER THIS OPTION FOR THE ANNUITANT
TO RECEIVE ONLY ONE ANNUITY PAYMENT IF HE OR SHE DIED BEFORE THE SECOND
ANNUITY PAYMENT DATE, TWO ANNUITY PAYMENTS IF HE OR SHE DIED BEFORE THE
THIRD ANNUITY PAYMENT DATE, AND SO ON.
Option 2-Joint and Last Survivor Annuity-An annuity payable monthly
during the joint lifetimes of the Annuitant and designated second person
and continuing thereafter during the lifetime of the survivor. AS IS THE
CASE UNDER OPTION 1 ABOVE, THERE IS NO MINIMUM NUMBER OF PAYMENTS
GUARANTEED UNDER THIS OPTION. PAYMENTS CEASE UPON THE DEATH OF THE LAST
SURVIVING ANNUITANT REGARDLESS OF THE NUMBER OF PAYMENTS RECEIVED.
Option 3-Life Annuity With 120 or 240 Monthly Payments Guaranteed-An
annuity payable monthly during the lifetime of the Annuitant with the
guarantee that if at the death of the Annuitant payments have been made
for fewer than 120 or 240 months, as selected, payments will be made as
follows:
(1) If the Annuitant is the payee, any guaranteed annuity payments
will be continued during the remainder of the selected period to
such recipient as chosen by the Annuitant at the time the Annuity
Payment Option was selected. In the alternative, the recipient
may, at any time, elect to have the present value of the
guaranteed number of annuity payments remaining paid in a lump sum
as specified in section (2) below.
(2) If someone other than the Annuitant is the payee, the present
value, computed as of the date on which notice of death is
received by the Company at its Home Office, of the guaranteed
number of annuity payments remaining after receipt of such notice
and to which the deceased would have been entitled had he or she
not died, computed at the Assumed Investment Rate effective in
determining the Annuity Tables, shall be paid in a lump sum.
Some of the stated Annuity Options may not be available in all states.
The Owner may request an alternative non-guaranteed option by giving notice in
writing prior to annuitization. If such a request is approved by the Company,
it will be permitted under the Contract.
If the Owner fails to elect an Annuity Payment Option, the Contract Value
will continue to accumulate. Individual Retirement Annuities are subject to
the minimum distribution requirements set forth in the Internal Revenue Code.
DEATH OF CONTRACT OWNER
If the Contract Owner and the Annuitant are not the same person and the
Contract Owner dies prior to the Annuitization Date, then the Joint Owner, if
any, becomes the new Contract Owner. If no Joint Owner is named (or if the
Joint Owner predeceases the Contract Owner), then the Contingent Owner becomes
the new Contract Owner. If no Contingent Owner is named (or if the Contingent
Owner predeceases the Contract Owner), then the Contract Owner's estate becomes
the Contract Owner. Unless the new Contract Owner is the prior Contract
Owner's spouse, the entire interest in the Contract, less applicable deductions
must be distributed within five years of the prior Contract Owner's death. The
new Contract Owner may elect to receive distribution in the form of a life
annuity or an annuity for a period not exceeding his or her life expectancy.
Such annuity must begin within one year following the date of the prior
Contract Owner's death. If the new Contract Owner is the spouse of the prior
Contract Owner, then the Contract may be continued without any required
Distribution.
If the Annuitant (regardless of whether the Annuitant is also the
Contract Owner) dies prior to the Annuitization Date, a Death Benefit will be
payable in accordance with the "Death of Annuitant Prior to the Annuitization
Date" provision below, provided, that all distributions made as a result of the
death of the Contract Owner shall be made within the time limits set forth
above.
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Individual Retirement Annuities will be subject to other specific rules
set forth in the Internal Revenue Code concerning distributions upon the death
of the Contract Owner (see "Required Distributions for Individual Retirement
Annuities" on pages 20 and 21).
DEATH OF ANNUITANT PRIOR TO THE ANNUITIZATION DATE
If the Annuitant dies prior to the Annuitization Date, a Death Benefit is
payable unless the Contract Owner has also named a Contingent Annuitant, in
which case the Death Benefit is payable upon the death of the last survivor of
the Annuitant and Contingent Annuitant. The Death Benefit is payable to the
Beneficiary. If no Beneficiary is named (or if the Beneficiary predeceases the
Annuitant), then the Death Benefit is payable to the Contingent Beneficiary.
If no Contingent Beneficiary is named (or if the Contingent Beneficiary
predeceases the Annuitant), then the Death Benefit will be paid to Contract
Owner or the Contract Owner's estate.
The value of the Death Benefit will be determined as of the Valuation
Date coincident with or next following the date the Company receives in writing
both (1) due proof of the Annuitant's death and (2) an election for either (a)
a single sum payment or (b) an Annuity Payment Option: (3) and any form
required by state insurance laws. If a single sum payment is requested,
payment will be made in accordance with any applicable laws and regulations
governing the payment of Death Benefits. If an Annuity Payment Option is
requested, election must be made by the Contract Owner during the 90-day period
commencing with the date written notice is received by the Company. If no
election has been made by the end of such 90-day period commencing with the
date written notice is received by the Company. If no election has been made
by the end of such 90-day period, the Death Benefit will be paid in a single
sum payment. If the Annuitant dies prior to his or her 86th birthday, the
value of the Death Benefit will be the greatest of (1) the sum of all Purchase
Payments, made to the Contract less any amounts surrendered, (2) the Contract
Value, or (3) the Contract Value as of the most recent five-year Contract
Anniversary, less any amounts surrendered since the most recent five-year
Contract Anniversary. If the Annuitant dies on or after his or her 86th
birthday, then the Death Benefit will be equal to the Contract Value.
If the Contract Owner is not a natural person, the death of the Annuitant
(or a change in the Annuitant), regardless of whether a Contingent Annuitant
has been named, will be treated like a death of the Contract Owner for purposes
of the "Death of Contract Owner" provision and will result in a distribution of
either:
(a) the Death Benefit described above (if there is no Contingent
Annuitant and the Annuitant has died), or in all other cases
(b) a distribution to the Contract Owner if the Annuitant has been
changed.
provided that any such distribution must be made within the time period
specified in the "Death of Contract Owner" provision.
DEATH OF ANNUITANT AFTER THE ANNUITIZATION DATE
If the Annuitant dies after the Annuitization Date, any benefit that may
be payable shall be as specified in the Annuity Payment Option selected.
REQUIRED DISTRIBUTIONS FOR INDIVIDUAL RETIREMENT ANNUITIES
Distribution from an Individual Retirement Annuity must begin not later
than April 1 of the calendar year following the calendar year in which the
Contract Owner attains age 70 1/2. Distribution may be accepted in a lump sum
or in nearly equal payments over: (a) the Contract Owner's life or the lives
of the Contract Owner and the Contract Owner's spouse or designated
beneficiary, or (b) a period not extending beyond the life expectancy of the
Contract Owner and the life expectancy of the Contract Owner's spouse or
designated beneficiary.
If the Contract Owner dies prior to the commencement of the distribution,
the interest in the Individual Retirement Annuity must be distributed by
December 31 of the fifth anniversary of the Contract Owner's death unless:
(a) The Contract Owner has named his or her surviving spouse as the designated
beneficiary and such spouse elects to:
(i) treat the annuity as an Individual Retirement Annuity established
for his or her benefit; or
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(ii) receive distribution of the account in nearly equal payments over
his or her life (or a period not exceeding his or her life
expectancy) and commencing not later than December 31 of the year
in which the Contract Owner would have attained age 70 1/2; or
(b) The Contract Owner has named a beneficiary other than his or her
surviving spouse and such beneficiary elects to receive a distribution of
the account in nearly equal payments over his or her life (or a period
not exceeding his or her life expectancy) commencing not later than
December 31 of the year following the year in which the Contract Owner
dies.
If the Contract Owner dies after distribution has commenced, the
distribution must continue at least as rapidly as under the schedule being used
prior to the Contract Owner's death, except to the extent that a surviving
spouse beneficiary may elect to treat the Contract as his or her own, in the
same manner as is described in section (a)(i) of this provision.
If the amounts distributed to the Contract Owner are less than those
mentioned above, penalty tax of 50% is levied on the amount that should have
been distributed for that year.
A pro-rata portion of all distributions will be included in the gross
income of the person receiving the distribution and taxed at ordinary income
tax rates. The portion of the distribution which is taxable is based on the
ratio between the amount by which non-deductible contributions exceed prior
non-taxable distributions and total account balances at the time of the
distribution. The Contract Owner must annually report the amount of
non-deductible contributions, the amount of any distribution, the amount by
which non-deductible contributions for all years exceed non-taxable
distributions for all years, and the total balance of all Individual Retirement
Annuities.
Individual Retirement Annuity distributions will not receive the benefit
of the tax treatment of a lump sum distribution from a Qualified Plan. If the
Contract Owner dies prior to the time distribution of the Contract Owner's
interest in the annuity is completed, the balance will also be included in the
Contract Owner's gross estate.
GENERAL INFORMATION
CONTRACT OWNER SERVICES
ASSET REBALANCING - The Contract Owner may direct the automatic
reallocation of contract values to the underlying Mutual Fund options on a
predetermined percentage basis every three months. If the last day of the
three month period falls on a Saturday, Sunday, recognized holiday or any other
day when the New York Stock Exchange is closed, the Asset Rebalancing exchange
will occur on the last business day before that day. Asset Rebalancing will
not affect future allocations of purchase payments. An Asset Rebalancing
request must be in writing on a form provided by the Company.
The Company reserves the right to discontinue offering Asset Rebalancing
upon 30 days' written notice to the Contract Owners; however, any such
discontinuation would not affect Asset Rebalancing programs which have already
commenced. The Company also reserves the right to assess a processing fee for
this service.
DOLLAR COST AVERAGING- The Contract Owner may direct the Company to
automatically transfer a specified amount from the Money Market Fund
Sub-Account to any other Sub-Account within the Variable Account on a monthly
basis. This service is intended to allow the Contract Owner to utilize Dollar
Cost Averaging, a long-term investment program which provides for regular,
level investments over time. The Company makes no guarantees that Dollar Cost
Averaging will result in a profit or protect against loss in a declining
market. Transfers for purposes of Dollar Cost Averaging can only be made from
the Money Market Fund Sub-Account. The minimum monthly Dollar Cost Averaging
transfer is $100. A written election of this service, on a form provided by
the Company, must be completed by the Contract Owner in order to begin
transfers. Once elected, transfers from the Money Market Fund Sub-Account will
be processed monthly until the value in the Money Market Fund Sub-Account is
completely depleted or the Contract Owner instructs the Company in writing to
cancel the monthly transfers.
The Company reserves the right to discontinue offering Dollar Cost
Averaging upon 30 days' written notice to Contract Owners however, any such
discontinuation would not affect Dollar Cost Averaging programs already
commenced. The Company also reserves the right to assess a processing fee for
this service.
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SYSTEMATIC WITHDRAWALS- The Contract Owner may elect in writing on a form
provided by the Company to take Systematic Withdrawals of a specified dollar
amount (of at least $100) on a monthly, quarterly, semi-annual or annual basis.
The Company will process the withdrawals as directed by surrendering on a
pro-rata basis Accumulation Units from all of the Sub-Accounts in which the
Contract Owner has an interest. Each Systematic Withdrawal is subject to
federal income taxes on the taxable portion. In addition, a 10% federal
penalty tax may be assessed on Systematic Withdrawals if the Contract Owner is
under age 59 1/2. If directed by the Contract Owner, the Company will withhold
federal income taxes from each Systematic Withdrawal. A Systematic Withdrawal
program will terminate automatically at the end of each Contract Year and may
be reinstated only pursuant to a new request. The Contract Owner may
discontinue Systematic Withdrawals at any time by notifying the Company in
writing.
Systematic Withdrawals are not available prior to the expiration of
the ten day free look provision of the Contract. The Company also reserves the
right to assess a processing fee for this service.
STATEMENTS AND REPORTS
Nationwide will mail to Contract Owners, at their last known address of
record, any statements and reports required by applicable law or regulation.
Contract Owners should therefore give Nationwide prompt notice of any address
change. Nationwide will send a confirmation statement to Contract Owners each
time a transaction is made affecting the Owners' Variable Account Contract
Value, such as making additional purchase payments, transfers, exchanges or
withdrawals. Quarterly statements are also mailed detailing the Contract
activity during the calendar quarter. Instead of receiving an immediate
confirmation of transactions made pursuant to some types of periodic payment
plan (such as a dollar cost averaging program) or salary reduction arrangement,
the Contract Owner may receive confirmation of such transactions in their
quarterly statements. The Contract Owner should review the information in
these statements carefully. All errors or corrections must be reported to
Nationwide immediately to assure proper crediting to the Owner's Contract.
Nationwide will assume all transactions are accurate unless the Contract Owner
notifies Nationwide otherwise within 30 days after receipt of the statement.
Nationwide will also send to Contract Owners each year an annual report and a
semi-annual report containing financial statements for the Variable Account, as
of December 31 and June 30, respectively.
ALLOCATION OF PURCHASE PAYMENTS AND CONTRACT VALUE
Purchase Payments are allocated to one or more Sub-Accounts within the
Variable Account in accordance with the designation of the underlying Mutual
Funds by the Contract Owner, and converted into Accumulation Units.
There are no minimum initial Purchase Payment nor minimum subsequent
Purchase Payment requirements. Subsequent Purchase Payments are not permitted
in the states of New York, Oregon, and Washington. The cumulative total of all
Purchase Payments under a Contract may not exceed $1,000,000 without prior
consent of the Company. The cumulative total of all Purchase Payments under
Contracts issued on the life of any one Annuitant may not exceed $1,000,000
without prior consent of the Company.
The initial Purchase Payment allocated to designated Sub-Accounts of the
Variable Account will be priced not later than 2 business days after receipt of
an order to purchase, if the Application and all information necessary for
processing the purchase order are complete upon receipt by the Company, and the
Company may retain the Purchase Payment for up to 5 business days while
attempting to complete an incomplete Application. If the Application cannot be
made complete within 5 days, the prospective purchaser will be informed of the
reasons for the delay and the Purchase Payment will be returned immediately
unless the prospective purchaser specifically consents to the Company retaining
the Purchase Payment until the Application is made complete. Thereafter, the
Purchase Payment will be priced within 2 business days.
Purchase Payments will not be priced on the following nationally
recognized holidays: New Year's Day, Presidents' Day, Good Friday, Memorial
Day, Independence Day, Labor Day, Thanksgiving and Christmas.
VALUE OF A VARIABLE ACCOUNT ACCUMULATION UNIT
The value of a Variable Account Accumulation Unit for each Sub-Account
was arbitrarily set initially at $10 when underlying Mutual Fund shares in that
Sub-Account were made available for purchase. The value for any subsequent
Valuation Period is determined by multiplying the Accumulation Unit value for
each Sub-
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Account for the immediately preceding Valuation Period by the Net
Investment Factor for the Sub-Account during the subsequent Valuation Period.
The value of an Accumulation Unit may increase or decrease from Valuation
Period to Valuation Period. The number of Accumulation Units will not change
as a result of investment experience.
NET INVESTMENT FACTOR
The Net Investment Factor for any Valuation Period is determined by
dividing (a) by (b) and subtracting (c) from the result where:
(a) is the net of:
(1) the net asset value per share of the underlying Mutual Fund held
in the Sub-Account determined at the end of the current Valuation
Period, plus
(2) the per share amount of any dividend or capital gain distributions
made by the underlying Mutual Fund held in the Sub-Account if the
"ex-dividend" date occurs during the current Valuation Period.
(b) the net asset value per share of the underlying Mutual Fund held in the
Sub-Account determined at the end of the immediately preceding Valuation
Period.
(c) is a factor representing the daily Mortality Risk Charge deducted from
the Variable Account. Such factor is equal to an annual rate of 0.80% of
the daily net asset value of the Variable Account.
For underlying Mutual Funds that credit dividends on a daily basis and
pay such dividends once a month (the Nationwide Separate Account Trust - Money
Market Fund), the Net Investment Factor allows for the monthly reinvestment of
these daily dividends. The Net Investment Factor may be greater or less than
one; therefore, the value of an Accumulation Unit may increase or decrease. It
should be noted that changes in the Net Investment Factor may not be directly
proportional to changes in the net asset value of underlying Mutual Fund
shares, because of the deduction for the Mortality Risk Charge.
VALUATION OF ASSETS
Underlying Mutual Fund shares in the Variable Account will be valued at
their net asset value.
DETERMINING THE CONTRACT VALUE
The sum of the value of all Variable Account Accumulation Units
attributable to the Contract is the Contract Value. The number of
Accumulation Units credited each Sub-Account are determined by dividing the
net amount allocated to the Sub-Account by the Accumulation Unit Value for the
Sub-Account during the Valuation Period in which the Purchase Payment is
received by the Company. In the event part or all of the Contract Value is
surrendered or charges or deductions are made against the Contract Value, an
appropriate number of Accumulation Units from the Variable Account will be
deducted in the same proportion that the Contract Owner's interest in the
Variable Account bears to the total Contract Value.
SURRENDER (REDEMPTION)
While the Contract is in force and prior to the earlier of the
Annuitization Date or the death of the Annuitant, the Company will, upon proper
written application by the Contract Owner deemed by the Company to be in good
order, allow the Contract Owner to surrender a portion or all of the Contract
Value. "Proper Written Application" means that the Contract Owner must request
the surrender in writing and include the Contract. The Company may require
that the signature(s) be guaranteed by a member firm of a major stock exchange
or other depository institution qualified to give such a guaranty.
The Company will, upon receipt of any such written request, surrender a
number of Accumulation Units from the Variable Account necessary to equal the
gross dollar amount requested. In the event of a partial surrender, the
Company will, unless instructed to the contrary, surrender Accumulation Units
from all Sub-Accounts in which the Contract Owner has an interest. The number
of Accumulation Units surrendered from each Sub-Account will be in the same
proportion that the Contract Owner's interest in the Sub-Accounts bears to the
total Contract Value.
The Company will pay any funds applied for from the Variable Account
within 7 days of receipt of such application in the Company's Home Office.
However, the Company reserves the right to suspend or postpone
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the date of any payment of any benefit or values for any Valuation Period (1)
when the New York Stock Exchange ("Exchange") is closed, (2) when trading on
the Exchange is restricted, (3) when an emergency exists as a result of which
disposal of securities held in the Variable Account is not reasonably
practicable or it is not reasonably practicable to determine the value of the
Variable Account's net assets, or (4) during any other period when the
Securities and Exchange Commission, by order, so permits for the protection of
security holders; provided that applicable rules and regulations of the
Securities and Exchange Commission shall govern as to whether the conditions
prescribed in (2) and (3) exist. The Contract Value on surrender may be more
or less than the total of Purchase Payments made by a Contract Owner, depending
on the market value of the underlying Mutual Fund shares.
TAXES
The Company does not make any guarantee regarding the tax status for any
Contract or any transaction involving the Contracts. Contract Owners should
consult their financial or tax advisers to discuss in detail their particular
tax situation and the use of the Contracts.
Section 72 of the Code governs taxation of annuities in general. That
section sets forth different rules for annuities purchased as Non- Qualified
Contracts and annuities which are purchased as Individual Retirement Annuities.
Non-Qualified Contracts and Individual Retirement Annuities are discussed
separately below.
Generally, the amount of any payment of items of interest to a
nonresident alien of the United States shall be subject to withholding of a tax
equal to thirty percent (30%) of such amount or, if applicable, a lower treaty
rate. A payment may not be subject to withholding where the recipient
sufficiently establishes that such payment is effectively connected to the
recipient's conduct of a trade or business in the United States and such
payment is includable in the recipient's gross income.
NON-QUALIFIED CONTRACTS
The rules applicable to Non-Qualified Contracts provide that a portion of
each annuity payment received is excludable from taxable income based on the
ratio between the Contract Owner's investment in the Contract and the expected
return on the Contract. The maximum amount excludable from income is the
investment in the Contract. If the Annuitant dies prior to excluding from
income the entire investment in the Contract, the Annuitant's final tax return
may reflect a deduction for the balance of the investment in the Contract.
Distributions made from the Contract prior to the Annuitization Date are
taxable to the Contract Owner to the extent that the cash value of the Contract
exceeds the Contract Owner's investment at the time of the Distribution.
Distributions, for this purpose, include partial surrenders, dividends, loans,
or any portion of the Contract which is assigned or pledged; or for Contracts
issued after April 22, 1987, any portion of the Contract transferred by gift.
For these purposes, a transfer by gift may occur upon Annuitization if the
Contract Owner and the Annuitant are not the same individual. In determining
the taxable amount of a Distribution, all annuity contracts issued after
October 21, 1988, by the same company to the same contract owner during any 12
month period, will be treated as one annuity contract. (Additional limitations
on the use of multiple contracts may be imposed by Treasury regulations).
Distributions prior to the Annuitization Date with respect to that portion of
the Contract invested prior to August 14, 1982, are treated first as a recovery
of the investment in the Contract as of that date. A Distribution in excess of
the amount of the investment in the Contract as of August 14, 1982, will be
treated as taxable income.
The Tax Reform Act of 1986 has changed the tax treatment of certain
Non-Qualified Contracts held by entities other than individuals. Such entities
are taxed currently on the earnings on the Contract which are attributable to
purchase payments made to the Contract after February 28, 1986. There are
exceptions for immediate annuities and certain Contracts owned for the benefit
of an individual. An immediate annuity, for purposes of this discussion, is a
single premium Contract on which payments begin within one year of purchase.
Code Section 72 also provides for a penalty, equal to 10% of any
Distribution which is includable in gross income, if such Distribution is made
prior to attaining age 59 1/2 or disability of the Contract Owner. The penalty
does not apply if the Distribution is one of a series of substantially equal
periodic payments made over the life or life expectancy (or joint lives or life
expectancies) of the Annuitant (and the Annuitant's Beneficiary), or for the
purchase of an immediate annuity, or is allocable to an investment in the
Contract before August 14, 1982. A Contract Owner wishing to begin taking
Distributions to which the 10% tax penalty does not apply should forward a
written request to the Company. Upon receipt of a written request from the
Contract Owner, the Company will inform the Contract Owner of the procedures
pursuant to Company policy and subject to
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limitations of the Contract including but not limited to first year
withdrawals. If the Annuitant selects an annuity for life or life expectancy
and changes the method of payment before the expiration of 5 years and the
attainment of age 59 1/2, the early withdrawal penalty will apply. The penalty
will be equal to that which would have been imposed had no exception applied
from the outset, and the Annuitant will also pay interest on the amount of the
penalty from the date it would have originally applied until it is actually
paid.
In order to qualify as an annuity Contract under Section 72 of the Code,
the Contract must provide for Distribution to be made upon the death of the
Contract Owner. In such case, the Contingent Owner or other named recipient
must receive the Distribution within 5 years of the Owner's death. However,
the recipient may elect for payments to be made over their life or life
expectancy if such payments begin within one year from the death of the
Contract Owner. If the Contingent Owner or other named recipient is the
surviving spouse, such spouse may be treated as the Contract Owner and the
Contract may be continued throughout the life of the surviving spouse. In the
event the Contract Owner dies on or after the Annuitization Date and before the
entire interest has been distributed, the remaining portion must be distributed
at least as rapidly as under the method of Distribution being used as of the
date of the Contract Owner's death. If the Contract Owner is not an
individual, the death of the Annuitant (or a change in the Annuitant) will
result in a distribution pursuant to these rules, regardless of whether a
Contingent Annuitant has been named.
The Company is required to withhold tax from certain Distributions to the
extent that such Distribution would constitute income to the Contract Owner.
The Contract Owner is entitled to elect not to have federal income tax withheld
from any such Distribution, but may be subject to penalties in the event
insufficient federal income tax is withheld during a calendar year.
The Company may be required to determine whether the Death Benefit or any
other payment constitutes a direct skip as defined in Section 2612 of the
Internal Revenue Code, and the amount of the tax on the generation-skipping
transfer resulting from such direct skip. If applicable, such payment will be
reduced by any tax the Company is required to pay under Section 2603 of the
Internal Revenue Code. A direct skip may occur when property is transferred to
or a Death Benefit is paid to an individual two or more generations younger
than the Contract Owner.
INDIVIDUAL RETIREMENT ANNUITIES
The Contract may be purchased as an Individual Retirement Annuity under
Section 408(b) of the Code. Because the Contract's initial and subsequent
Purchase Payments are greater than the maximum contribution permitted an
Individual Retirement Annuity, or an Individual Retirement Annuity Contract may
be purchased only in connection with a "rollover" (including a direct
trustee-to-trustee transfer, where permitted). Specifically, an Individual
Retirement Annuity Contract may be purchased only in connection with a rollover
of amounts from a Qualified Plan, Tax-Sheltered Annuity or IRA. The Contract
Owner should seek competent advice as to the tax consequences associated with
the use of a Contract as an Individual Retirement Annuity.
Recent changes to the Code permit the rollover of most distributions from
Qualified Plans to other Qualified Plans or IRAs. Most distributions from
Tax-Sheltered Annuities may be rolled into another Tax-Sheltered Annuity or
IRA. Distributions which may not be rolled over are those which are:
1. one of a series of substantially equal annual (or more frequent)
payments made: a) over the life (or life expectancy) of the
employee, b) the joint lives (or joint life expectancies) of the
employee and the employee's designated beneficiary, or c) for a
specified period of ten years or more, or
2. a required minimum distribution.
Any distribution eligible for rollover will be subject to federal tax
withholding at a rate of twenty percent (20%) unless the distribution is
transferred directly to an appropriate plan as described above.
Individual Retirement Accounts and Individual Retirement Annuities may
not provide life insurance benefits. If the Death Benefit exceeds the greater
of the cash value of the Contract or the sum of all purchase payments (less any
surrenders), it is possible the Internal Revenue Service could determine that
the Individual Retirement Account or Individual Retirement Annuity did not
qualify for the desired tax treatment.
DIVERSIFICATION
The Internal Revenue Service has promulgated regulations under Section
817(h) of the Internal Revenue Code ("Code") relating to diversification
standards for the investments underlying a variable annuity contract. The
regulations provide that a variable annuity contract which does not satisfy the
diversification standards will not be treated as an annuity contract, unless
the failure
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to satisfy the regulations was inadvertent, the failure is corrected, and the
Owner or the Company pays an amount to the Internal Revenue Service. The
amount will be based on the tax that would have been paid by the Owner if the
income, for the period the contract was not diversified, had been received by
the Owner. If the failure to diversify is not corrected in this manner, the
Owner of an annuity Contract will be deemed the Owner of the underlying
securities and will be taxed on the earnings of his account. The Company
believes, under its interpretation of the Code and regulations thereunder, that
the investments underlying this Contract will meet these diversification
standards.
CHARGE FOR TAX PROVISIONS
The Company is no longer required to maintain a capital gain reserve
liability on Non-Qualified Contracts since capital gains attributable to assets
held in the Company's Variable Account for such Contracts are not taxable to
the Company. However, the Company reserves the right to implement and adjust
the tax charge in the future, if the tax laws change.
ADVERTISING
A "yield" and "effective yield" may be advertised for Nationwide Separate
Account Trust Money Market Fund sub-account. "Yield" is a measure of the net
dividend and interest income earned over a specific seven-day period (which
period will be stated in the advertisement) expressed as a percentage of the
offering price of the sub-account's units. Yield is an annualized figure,
which means that it is assumed that the sub-account generates the same level of
net income over a 52-week period. The "effective yield" is calculated
similarly but includes the effect of assumed compounding, calculated under
rules prescribed by the Securities and Exchange Commission. The effective
yield will be slightly higher than yield due to this compounding effect.
The Company may also from time to time advertise the performance of the
sub-account of the Variable Account relative to the performance of other
variable annuity sub-accounts or underlying mutual funds with similar or
different objectives, or the investment industry as a whole. Other investments
to which the sub-accounts may be compared include, but are not limited to:
precious metals; real estate; stocks and bonds; closed-end funds; CDs; bank
money market deposit accounts and passbook savings; and the Consumer Price
Index.
The sub-accounts of the Variable Account may also be compared to certain
market indexes, which may include, but are not limited to: S&P 500;
Shearson/Lehman Intermediate Government/Corporate Bond Index; Shearson/Lehman
Long-Term Government/Corporate Bond Index; Donoghue Money Fund Average; U.S.
Treasury Note Index; Bank Rate Monitor National Index of 2 Year CD Rates; and
Dow Jones Industrial Average.
Normally these rankings and ratings are published by independent tracking
services and publications of general interest including, but not limited to:
Lipper Analytical Services, Inc., CDA/ Wiesenberger, Morningstar, Donoghue's;
magazines such as Money, Forbes, Kiplinger's Personal Finance Magazine,
Financial World, Consumer Reports, Business Week, Time, Newsweek, National
Underwriter, U.S. News and World Report; rating services such as LIMRA, Value,
Best's Agent Guide, Western Annuity Guide, Comparative Annuity Reports; and
other publications such as the Wall Street Journal, Barron's, Investor's Daily,
and Standard & Poor's Outlook. In addition, Variable Annuity Research & Data
Service (The VARDS Report) is an independent rating service that ranks over 500
variable annuity funds based upon total return performance. These rating
services and publications rank the performance of the underlying Mutual Funds
against all underlying Mutual Funds over specified periods and against
underlying Mutual Funds in specified categories. The rankings may or may not
include the effects of sales or other charges.
The Company is also ranked and rated by independent financial rating
services, among which are Moody's, Standard & Poor's and A.M. Best Company.
The purpose of these ratings is to reflect the financial strength or
claims-paying ability of the Company. The ratings are not intended to reflect
the investment experience or financial strength of the Variable Account. The
Company may advertise these ratings from time to time. In addition, the
Company may include in certain advertisements, endorsements in the form of a
list of organizations, individuals or other parties which recommend the Company
or the Contracts. Furthermore, the Company may occasionally include in
advertisements comparisons of currently taxable and tax deferred investment
programs, based on selected tax brackets, or discussions of alternative
investment vehicles and general economic conditions.
The Company may from time to time advertise several types of historical
performance for the sub-accounts of the Variable Account. The Company may
advertise for the sub-accounts standardized "average annual total return",
calculated in a manner prescribed by the Securities and Exchange Commission,
and non
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standardized "total return." "Average annual total return" will show
the percentage rate of return of a hypothetical initial investment of $1,000
for at least the most recent one, five and ten year period, or for a period
covering the time the underlying Mutual Fund option held in the sub-account has
been in existence, if the underlying Mutual Fund option has not been in
existence for one of the prescribed periods. This calculation reflects the
deduction of all applicable charges made to the Contracts except for premium
taxes, which may be imposed by certain states.
Non standardized "total return" will be calculated in a similar manner
and for the same time periods as the average annual total return. An assumed
initial investment of $10,000 will be used because that figure more closely
approximates the size of a typical Contract than does the $1,000 figure used in
calculating the standardized average annual total return quotations.
For those underlying Mutual Fund options which have not been held as
sub-accounts within the Variable Account for one of the quoted periods, the
standardized average annual total return and non-standardized total return
quotations will show the investment performance such underlying Mutual Fund
options would have achieved (reduced by the applicable charges) had they been
held as sub-accounts within the Variable Account for the period quoted.
ALL PERFORMANCE INFORMATION AND COMPARATIVE MATERIAL ADVERTISED BY THE COMPANY
IS HISTORICAL IN NATURE AND IS NOT INTENDED TO REPRESENT OR GUARANTEE FUTURE
RESULTS. A CONTRACT OWNER'S CONTRACT VALUE AT REDEMPTION MAY BE MORE OR LESS
THAN ORIGINAL COST.
LEGAL PROCEEDINGS
There are no material legal proceedings, other than ordinary routine
litigation incidental to the business to which the Company and the Variable
Account are parties or to which any of their property is the subject.
The General Distributor, Nationwide Financial Services, Inc., is not
engaged in any litigation of any material nature.
<TABLE>
<CAPTION>
TABLE OF CONTENTS OF STATEMENT OF ADDITIONAL INFORMATION
PAGE
<S> <C>
General Information and History . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Purchase of Securities Being Offered . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Underwriters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Calculations of Performance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Fund Performance Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N/A
Annuity Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
</TABLE>
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STATEMENT OF ADDITIONAL INFORMATION
OCTOBER 27, 1995
INDIVIDUAL MODIFIED SINGLE PREMIUM DEFERRED VARIABLE ANNUITY CONTRACTS ISSUED BY
THE NATIONWIDE VARIABLE ACCOUNT-II
OF NATIONWIDE LIFE INSURANCE COMPANY
This Statement of Additional Information is not a prospectus. It contains
information in addition to and more detailed than set forth in the Prospectus
and should be read in conjunction with the Prospectus dated, October 27,1995.
The Prospectus may be obtained from Nationwide Life Insurance Company by
writing P.O. Box 16609, Columbus, Ohio 43216-6609, or calling 1-800-848-6331,
Voice Response (available 24 hours) 1- 800-573-2447, TDD 1-800-238-3035.
<TABLE>
<CAPTION>
TABLE OF CONTENTS
PAGE
<S> <C>
General Information and History . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Purchase of Securities Being Offered . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Underwriters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Calculations of Performance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Fund Performance Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N/A
Annuity Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
</TABLE>
GENERAL INFORMATION AND HISTORY
The Nationwide Variable Account-II is a separate investment account of
Nationwide Life Insurance Company ("Company"). The Company is a member of the
Nationwide Insurance Enterprise and all of the Company's common stock is owned
by Nationwide Corporation. Nationwide Corporation is a holding company. All of
its common stock is held by Nationwide Mutual Insurance Company (95.3%) and
Nationwide Mutual Fire Insurance Company (4.7%).
SERVICES
The Company, which has responsibility for administration of the Contracts
and the Variable Account, maintains records of the name, address, taxpayer
identification number, and other pertinent information for each Contract Owner
and the number and type of Contract issued to each such Contract Owner and
records with respect to the Contract Value of each Contract.
The Custodian of the assets of the Variable Account is the Company. The
Company will maintain a record of all purchases and redemptions of shares of
the underlying Mutual Funds.
The financial statements and schedule have been included herein in
reliance upon the reports of KPMG Peat Marwick LLP, independent certified
public accountants, Two Nationwide Plaza, Columbus, Ohio 43215, and upon the
authority of said firm as experts in accounting and auditing.
PURCHASE OF SECURITIES BEING OFFERED
The Contracts will be sold by licensed insurance agents in the states
where the Contracts may be lawfully sold. Such agents will be registered
representatives of broker-dealers registered under the Securities Exchange Act
of 1934 who are members of the National Association of Securities Dealers, Inc.
("NASD").
UNDERWRITERS
The Contracts, which are offered continuously, are distributed by
Nationwide Financial Services, Inc. ("NFS"), One Nationwide Plaza, Columbus,
Ohio, 43216, a wholly owned subsidiary of the Company. During the fiscal year
ended December 31, 1994, 1993 and 1992, no underwriting commissions were paid
by the Company to NFS.
CALCULATIONS OF PERFORMANCE
Any current yield quotations of the Nationwide Separate Account Trust
Money Market Fund sub-account, subject to Rule 482 of the Securities Act of
1933, shall consist of a seven calendar day historical yield, carried at least
to the nearest hundredth of a percent. The yield shall be calculated by
determining the net change, exclusive of capital changes, in the value of
hypothetical pre-existing account having a balance of one
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accumulation unit at the beginning of the base period, subtracting a
hypothetical charge reflecting deductions from Contract Owner accounts, and
dividing the net change in account value by the value of the account at the
beginning of the period to obtain a base period return, and multiplying the
base period return by (365/7) or (366/7) in a leap year. The Nationwide
Separate Account Trust Money Market Fund sub-account's effective yield shall be
computed similarly but includes the effect of assumed compounding on an
annualized basis of the current unit value yield quotations of the Fund.
The Nationwide Separate Account Trust Money Market Fund sub-account's
yield and effective yield will fluctuate daily. Actual yields will depend on
factors such as the type of instruments in the Fund's portfolio, portfolio
quality and average maturity, changes in interest rates, and the Fund's
expenses. Although the sub-account determines its yield on the basis of a
seven calendar day period, it may use a different time period on occasion. The
yield quotes may reflect the expense limitation described in the Fund's
Statement of Additional Information. There is no assurance that the yields
quoted on any given occasion will remain in effect for any period of time and
there is no guarantee that the net asset values will remain constant. It
should be noted that a Contract Owner's investment in the Nationwide Separate
Account Trust Money Market Fund sub-account is not guaranteed or insured.
Yield of other money market funds may not be comparable if a different base
period or another method of calculation is used.
Income generated within a bond sub-account may be reflected in "30 Day
Yield" quotations. Such quotations are computed by dividing the net investment
income per Accumulation Unit during the 30 day period by the maximum unit value
per Accumulation Unit on the last day of the period. The formula for arriving
at bond fund yield quotations is as follows: 2[((a-b)/cd+1)to the 6th power-1]
where: a= net investment income earned by the applicable portfolio; b= expenses
for the period, including contract level fees and charges; c= the average daily
number of Accumulation Units outstanding during the period; and d= the maximum
offering price per Accumulation Unit on the last day of the period.
All performance advertising shall also include quotations of standardized
average annual total return, calculated in accordance with a standard method
prescribed by rules of the Securities and Exchange Commission, to facilitate
comparison with standardized Average annual total return advertised for a
specific period is found by first taking a hypothetical $1,000 investment in
each of the sub-accounts' units on the first day of the period at the offering
price, which is the Accumulation Unit Value per unit ("initial investment") and
computing the ending redeemable value ("redeemable value") of that investment
at the end of the period. The redeemable value is then divided by the initial
investment and this quotient is taken to the Nth root (N represents the number
of years in the period) and 1 is subtracted from the result which is then
expressed as a percentage, carried to at least the nearest hundredth of a
percent. Standardized average annual total return reflects the deduction of a
.80% Mortality Charge. No deduction is made for premium taxes which may be
assessed by certain states. Non standardized total return may also be
advertised, and is calculated in a manner similar to standardized average
annual total return except the non standardized total return is based on a
hypothetical initial investment of $25,000. An assumed initial investment of
$25,000 will be used because that figure more closely approximates the size of
a typical Contract than does the $1,000 figure used in calculating the
standardized average annual total return quotations.
The standardized average annual total return and non standardized total
return quotations will be current to the last day of the calendar quarter
preceding the date on which an advertisement is submitted for publication.
Both the standardized average annual return and the non standardized total
return will be based on rolling calendar quarters and will cover periods of
one, five, and ten years, or a period covering the time the underlying Mutual
Fund option held in the sub-account has been in existence, if the underlying
Mutual Fund option has not been in existence for one of the prescribed periods.
For those underlying Mutual Fund options which have not been held as
sub-accounts within the Variable Account for one of the quoted periods, the
standardized average annual total return and non standardized total return
quotations will show the investment performance such underlying Mutual Fund
options would have achieved (reduced by the applicable charges) had they been
held as sub-accounts within the Variable Account for the period quoted.
Quotations of standardized average annual total return and
non-standardized total return are based upon historical earnings and will
fluctuate. Any quotation of performance, therefore, would not be considered a
guarantee of future performance. Factors affecting a sub- account's
performance include general market conditions, operating expenses and
investment management. A Contract Owner's account when redeemed may be more or
less than original cost.
ANNUITY PAYMENTS
See "Frequency and Amount of Annuity Payments", located in the prospectus.
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Independent Auditors' Report
----------------------------
The Board of Directors and Contract Owners of
Nationwide Variable Account-II
Nationwide Life Insurance Company:
We have audited the accompanying statement of assets, liabilities and
contract owners' equity of Nationwide Variable Account-II as of December 31,
1994, and the related statements of operations and changes in contract owners'
equity for each of the years in the three year period then ended. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. Our procedures included
confirmation of securities owned as of December 31, 1994, by correspondence with
the custodian and the transfer agents of the underlying mutual funds. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Nationwide Variable
Account-II as of December 31, 1994, and the results of its operations and its
changes in contract owners' equity for each of the years in the three year
period then ended in conformity with generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplementary information included in
Schedule I is presented for purposes of additional analysis and is not a
required part of the basic financial statements. Such information has been
subjected to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, is fairly stated in all material
respects in relation to the basic financial statements taken as a whole.
KPMG Peat Marwick LLP
Columbus, Ohio
February 3, 1995
3
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<PAGE> 33
================================================================================
NATIONWIDE VARIABLE ACCOUNT - II
STATEMENT OF ASSETS, LIABILITIES AND CONTRACT OWNERS' EQUITY
DECEMBER 31, 1994
<TABLE>
<CAPTION>
ASSETS:
<S> <C>
Investments at market value:
American VI Series - Growth Fund (AVISGro)
590,389 shares (cost $14,970,581) . . . . . . . . . . . . . . . . $ 18,414,233
American VI Series - High-Yield Bond Fund (AVISHiYld)
211,459 shares (cost $2,979,179) . . . . . . . . . . . . . . . . . 2,660,151
American VI Series - U.S. Government/AAA-Rated
Securities Fund (AVISGvt)
919,657 shares (cost $10,241,641) . . . . . . . . . . . . . . . . 9,831,138
The Dreyfus Socially Responsible Growth Fund, Inc. (DrySRGro)
582,669 shares (cost $7,874,254) . . . . . . . . . . . . . . . . . 7,708,705
Dreyfus Stock Index Fund (DryStkIx)
1,071,677 shares (cost $14,040,081) . . . . . . . . . . . . . . . 13,867,506
Fidelity VIP - Equity-Income Portfolio (FidEqInc)
41,010,206 shares (cost $595,749,488) . . . . . . . . . . . . . . 629,506,663
Fidelity VIP - Growth Portfolio (FidGro)
28,510,139 shares (cost $601,541,999) . . . . . . . . . . . . . . 618,384,917
Fidelity VIP - High Income Portfolio (FidHiInc)
21,524,712 shares (cost $235,076,653) . . . . . . . . . . . . . . 231,605,905
Fidelity VIP - Overseas Portfolio (FidOSeas)
31,571,795 shares (cost $497,851,760) . . . . . . . . . . . . . . 494,730,027
Fidelity VIP-II - Asset Manager Portfolio (FidAsMgr)
57,652,695 shares (cost $805,885,137) . . . . . . . . . . . . . . 795,030,663
Nationwide SAT - Capital Appreciation Fund (NWCapApp)
2,155,948 shares (cost $23,525,236) . . . . . . . . . . . . . . . 23,542,952
Nationwide SAT - Government Bond Fund (NWGvtBd)
21,314,889 shares (cost $235,572,549) . . . . . . . . . . . . . . 217,411,868
Nationwide SAT - Money Market Fund (NWMyMkt)
693,927,633 shares (cost $693,927,633) . . . . . . . . . . . . . . 693,927,633
Nationwide SAT - Total Return Fund (NWTotRet)
20,292,981 shares (cost $195,150,109) . . . . . . . . . . . . . . 196,841,919
Neuberger & Berman - Growth Portfolio (NBGro)
10,090,728 shares (cost $220,608,063) . . . . . . . . . . . . . . 204,942,684
Neuberger & Berman - Limited Maturity Bond Portfolio (NBLtdMat)
10,421,342 shares (cost $148,881,463) . . . . . . . . . . . . . . 146,107,214
Neuberger & Berman - Partners Portfolio (NBPart)
688,263 shares (cost $6,795,062) . . . . . . . . . . . . . . . . . 6,724,330
Oppenheimer - Bond Fund (OppBdFd)
8,105,233 shares (cost $92,272,853) . . . . . . . . . . . . . . . 87,374,414
Oppenheimer - Global Securities Fund (OppGlSec)
12,185,645 shares (cost $197,431,792) . . . . . . . . . . . . . . 183,881,376
Oppenheimer - Multiple Strategies Fund (OppMult)
8,427,439 shares (cost $108,462,704) . . . . . . . . . . . . . . . 108,798,242
Strong VIP - Strong Discovery Fund II, Inc. (StDisc2)
11,443,135 shares (cost $124,602,967) . . . . . . . . . . . . . . 115,232,369
Strong VIP - Strong Special Fund II, Inc. (StSpec2)
20,598,037 shares (cost $294,886,137) . . . . . . . . . . . . . . 293,110,074
TCI Portfolios - TCI Balanced (TCIBal)
9,965,805 shares (cost $58,656,775) . . . . . . . . . . . . . . . 59,396,197
TCI Portfolios - TCI Growth (TCIGro)
37,398,419 shares (cost $323,092,249) . . . . . . . . . . . . . . 344,439,442
TCI Portfolios - TCI International (TCIInt)
3,667,722 shares (cost $18,381,121) . . . . . . . . . . . . . . . 17,421,678
Van Eck - Global Bond Fund (VEGlobBd)
7,947,638 shares (cost $84,344,932) . . . . . . . . . . . . . . . 81,145,385
Van Eck - Gold and Natural Resources Fund (VEGoldNR)
8,406,217 shares (cost $114,737,636) . . . . . . . . . . . . . . . 110,289,565
------------------
Total investments . . . . . . . . . . . . . . . . . . . . . . . 5,712,327,250
Accounts receivable . . . . . . . . . . . . . . . . . . . . . . . . . . 22,177
------------------
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . 5,712,349,427
ACCOUNTS PAYABLE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,544,774
------------------
CONTRACT OWNERS' EQUITY (NOTE 4) . . . . . . . . . . . . . . . . . . . . . $ 5,710,804,653
==================
</TABLE>
See accompanying notes to financial statements.
================================================================================
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<PAGE> 34
================================================================================
NATIONWIDE VARIABLE ACCOUNT - II
STATEMENTS OF OPERATIONS AND CHANGES IN CONTRACT OWNERS' EQUITY
YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992
<TABLE>
<CAPTION>
1994 1993 1992
---- ---- ----
<S> <C> <C> <C>
INVESTMENT ACTIVITY:
Reinvested capital gains and dividends..................... $ 219,361,059 87,058,811 62,428,553
--------------- -------------- -------------
Gain (loss) on investments:
Proceeds from redemptions of mutual fund shares........... 2,081,239,624 1,118,924,497 684,227,731
Cost of mutual fund shares sold........................... (1,966,796,733) (1,023,878,546) (633,612,394)
--------------- -------------- -------------
Realized gain on investments.............................. 114,442,891 95,045,951 50,615,337
Change in unrealized gain (loss) on investments........... (372,586,662) 239,514,450 4,660,809
--------------- -------------- -------------
Net gain (loss) on investments..................... (258,143,771) 334,560,401 55,276,146
--------------- -------------- -------------
Net investment activity.................... (38,782,712) 421,619,212 117,704,699
--------------- -------------- -------------
EQUITY TRANSACTIONS:
Purchase payments received from contract owners............ 2,110,347,434 1,441,981,228 913,511,619
Redemptions................................................ (229,544,830) (142,035,153) (106,624,969)
Annuity benefits........................................... (155,993) (112,491) (86,055)
Adjustments to maintain reserves........................... 29,075 (21,397) 2,223
--------------- -------------- -------------
Net equity transactions.................... 1,880,675,686 1,299,812,187 806,802,818
--------------- -------------- -------------
EXPENSES (NOTE 2):
Contract charges........................................... (67,631,096) (42,061,726) (25,054,447)
Contingent deferred sales charges.......................... (4,253,379) (2,613,738) (1,937,912)
--------------- -------------- -------------
Total expenses............................. (71,884,475) (44,675,464) (26,992,359)
--------------- -------------- -------------
NET CHANGE IN CONTRACT OWNERS' EQUITY......................... 1,770,008,499 1,676,755,935 897,515,158
CONTRACT OWNERS' EQUITY BEGINNING OF PERIOD................... 3,940,796,154 2,264,040,219 1,366,525,061
--------------- -------------- -------------
CONTRACT OWNERS' EQUITY END OF PERIOD......................... $ 5,710,804,653 3,940,796,154 2,264,040,219
=============== ============== =============
</TABLE>
See accompanying notes to financial statements.
================================================================================
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<PAGE> 35
================================================================================
NATIONWIDE VARIABLE ACCOUNT - II
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1994, 1993 AND 1992
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) Organization
The Nationwide Variable Account-II (the Account) was established pursuant to
a resolution of the Board of Directors of Nationwide Life Insurance Company (the
Company) on October 7, 1981. The Account has been registered as a unit
investment trust under the Investment Company Act of 1940.
(b) The Contracts
Only flexible purchase payment contracts without a front-end sales charge,
but with a contingent deferred sales charge and certain other fees, are offered
for purchase. See note 2 for a discussion of contract expenses.
With certain exceptions, contract owners in either the accumulation or the
payout phase may invest in the following:
Funds of the American Variable Insurance Series (American VI Series)
(available only for contracts issued on or after May 1, 1987 and before
September 1, 1989);
American VI Series - Growth Fund (AVISGro)
American VI Series - High-Yield Bond Fund (AVISHiYld)
American VI Series - U.S. Government/AAA-Rated Securities Fund
(AVISGvt)
The Dreyfus Socially Responsible Growth Fund, Inc. (DrySRGro)
Dreyfus Stock Index Fund (DryStkIx)(formerly Dreyfus Life and Annuity Index
Fund, Inc. (DLAI))
Portfolios of the Fidelity Variable Insurance Products Fund (Fidelity VIP);
Fidelity VIP - Equity-Income Portfolio (FidEqInc)
Fidelity VIP - Growth Portfolio (FidGro)
Fidelity VIP - High Income Portfolio (FidHiInc)
Fidelity VIP - Overseas Portfolio (FidOSeas)
Portfolio of the Fidelity Variable Insurance Products Fund II (Fidelity
VIP-II);
Fidelity VIP-II - Asset Manager Portfolio (FidAsMgr)
Funds of the Nationwide Separate Account Trust (Nationwide SAT) (managed for
a fee by an affiliated investment advisor);
Nationwide SAT - Capital Appreciation Fund (NWCapApp)
Nationwide SAT - Government Bond Fund (NWGvtBd)
Nationwide SAT - Money Market Fund (NWMyMkt)
Nationwide SAT - Total Return Fund (NWTotRet)
Portfolios of the Neuberger & Berman Advisers Management Trust (Neuberger &
Berman);
Neuberger & Berman - Growth Portfolio (NBGro)
Neuberger & Berman - Limited Maturity Bond Portfolio (NBLtdMat)
Neuberger & Berman - Partners Portfolio (NBPart)
Funds of the Oppenheimer Variable Account Funds (Oppenheimer);
Oppenheimer - Bond Fund (OppBdFd)
Oppenheimer - Global Securities Fund (OppGlSec)
Oppenheimer - Multiple Strategies Fund (OppMult)
Funds of the Strong Variable Insurance Products Funds (Strong VIP);
Strong VIP - Strong Discovery Fund II, Inc. (StDisc2)
Strong VIP - Strong Special Fund II, Inc. (StSpec2)
Portfolios of the TCI Portfolios, Inc. (TCI Portfolios);
TCI Portfolios - TCI Balanced (TCIBal)
TCI Portfolios - TCI Growth (TCIGro)
TCI Portfolios - TCI International (TCIInt)
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<PAGE> 36
Funds of the Van Eck Investment Trust (Van Eck);
Van Eck - Global Bond Fund (VEGlobBd)
Van Eck - Gold and Natural Resources Fund (VEGoldNR)
At December 31, 1994, contract owners have invested in all of the above
funds. The contract owners equity is affected by the investment results of each
fund and certain contract expenses (see note 2).
The accompanying financial statements include only contract owners' purchase
payments pertaining to the variable portions of their contracts and exclude any
purchase payments for fixed dollar benefits, the latter being included in the
accounts of the Company.
(c) Security Valuation, Transactions and Related Investment Income
The market value of investments is based on the closing bid prices at
December 31, 1994. The cost of investments sold is determined on a specific
identification basis. Investment transactions are accounted for on the trade
date (date the order to buy or sell is executed) and dividend income is recorded
on the ex-dividend date.
(d) Federal Income Taxes
Operations of the Account form a part of, and are taxed with, operations of
the Company which is taxed as a life insurance company under the Internal
Revenue Code.
The Company does not provide for income taxes within the Account. Taxes are
the responsibility of the contract owner upon termination or withdrawal.
(2) EXPENSES
The Company does not deduct a sales charge from purchase payments received
from the contract owners. However, if any part of the contract value of such
contracts is surrendered, the Company will, with certain exceptions, deduct from
a contract ownerGs contract value a contingent deferred sales charge. For
contracts issued prior to December 15, 1988, the contingent deferred sales
charge will be equal to 5% of the lesser of the total of all purchase payments
made within 96 months prior to the date of the request for surrender or the
amount surrendered. For contracts issued on or after December 15, 1988, the
Company will deduct a contingent deferred sales charge not to exceed 7% of the
lesser of purchase payments or the amount surrendered, such charge declining 1%
per year, to 0%, after the purchase payment has been held in the contract for 84
months. No sales charges are deducted on redemptions used to purchase units in
the fixed investment options of the Company.
The following administrative charges are deducted by the Company: (a) for The
BEST OF AMERICA(R) contracts an annual contract maintenance charge of $30, with
certain exceptions, which is satisfied by surrendering units; and (b) for The
BEST OF AMERICA(R) contracts issued prior to December 15, 1988, a charge for
mortality and expense risk assessed through the daily unit value calculation
equal to an annual rate of 0.80% and 0.50%, respectively; for The BEST OF
AMERICA(R) contracts issued on or after December 15, 1988, a mortality risk
charge, an expense risk charge and an administration charge assessed through the
daily unit value calculation equal to an annual rate of 0.80%, 0.45% and 0.05%,
respectively, and for The BEST OF AMERICA(R) Non-Qualified/IRA Rollover Annuity
contracts, a mortality risk charge, an expense risk charge and an administration
charge assessed through the daily unit value calculation equal to an annual rate
of 0.80%, 0.45% and 0.15%, respectively.
(3) Schedule I
Schedule I presents the components of the change in the unit values, which are
the basis for contract owners' equity. This schedule is presented for each
series, as applicable, in the following format:
- Beginning unit value - Jan. 1
- Reinvested capital gains and dividends (This amount reflects the increase
in the unit value due to capital gains and dividend distributions from the
underlying mutual funds.)
- Unrealized gain (loss) (This amount reflects the increase (decrease) in
the unit value resulting from the market appreciation (depreciation) of
the fund.)
- Contract charges (This amount reflects the decrease in the unit value due
to the mortality risk charge, an expense risk charge and an administration
charge discussed in note 2.)
- Ending unit value - Dec. 31
- Percentage increase (decrease) in unit value.
For contracts in the payout phase, an assumed investment return of 3.5%, used
in the calculation of the annuity benefit payment amount, results in a
corresponding reduction in the components of the unit values as shown in
Schedule I.
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<PAGE> 37
(4) Components of Contract Owners' Equity
The following is a summary of contract owners equity at December 31,
1994, for each series, in both the accumulation and payout phases.
<TABLE>
<CAPTION>
Contract owners' equity represented by: Units Unit Value
---------- ----------
<S> <C> <C> <C>
Contracts in accumulation phase:
The BEST OF AMERICA(R) contracts:
American VI Series - Growth Fund:
Tax qualified .................................................... 568,831 $16.632869 $ 9,461,292
Non-tax qualified ................................................ 538,005 16.632869 8,948,567
American VI Series - High-Yield Bond Fund:
Tax qualified .................................................... 90,073 17.247186 1,553,506
Non-tax qualified ................................................ 63,653 17.247186 1,097,835
American VI Series - U.S. Government/AAA-Rated
Securities Fund:
Tax qualified .................................................... 346,442 15.872495 5,498,899
Non-tax qualified ................................................ 272,776 15.872495 4,329,636
The Dreyfus Socially Responsible Growth Fund, Inc.:
Tax qualified .................................................... 301,426 10.721141 3,231,631
Non-tax qualified ................................................ 263,764 10.721141 2,827,851
Dreyfus Stock Index Fund:
Tax qualified .................................................... 539,188 10.087774 5,439,207
Non-tax qualified ................................................ 418,990 10.087774 4,226,676
Fidelity VIP - Equity-Income Portfolio:
Tax qualified .................................................... 15,283,540 18.646331 284,981,946
Non-tax qualified ................................................ 15,217,260 18.646331 283,746,067
Fidelity VIP - Growth Portfolio:
Tax qualified .................................................... 11,689,858 25.451479 297,524,175
Non-tax qualified ................................................ 10,492,508 25.451479 267,049,847
Fidelity VIP - High Income Portfolio:
Tax qualified .................................................... 4,924,388 18.327364 90,251,051
Non-tax qualified ................................................ 6,177,851 18.327364 113,223,724
Fidelity VIP - Overseas Portfolio:
Tax qualified .................................................... 15,065,853 13.701507 206,424,890
Non-tax qualified ................................................ 17,550,925 13.701507 240,474,122
Fidelity VIP-II - Asset Manager Portfolio:
Tax qualified .................................................... 24,788,850 15.641016 387,722,799
Non-tax qualified ................................................ 20,692,145 15.641016 323,646,171
Nationwide SAT - Capital Appreciation Fund:
Tax qualified .................................................... 890,035 11.311683 10,067,794
Non-tax qualified ................................................ 897,902 11.311683 10,156,783
Nationwide SAT - Government Bond Fund:
Tax qualified .................................................... 4,217,320 25.309101 106,736,578
Non-tax qualified ................................................ 3,855,380 25.242252 97,318,474
Nationwide SAT - Money Market Fund:
Tax qualified .................................................... 11,466,217 20.457373 234,568,678
Non-tax qualified ................................................ 16,632,423 20.457373 340,255,681
Nationwide SAT - Total Return Fund:
Tax qualified .................................................... 2,189,971 40.926247 89,627,294
Non-tax qualified ................................................ 2,396,609 39.872391 95,558,531
Neuberger & Berman - Growth Portfolio:
Tax qualified .................................................... 4,909,356 21.247525 104,311,664
Non-tax qualified ................................................ 4,342,056 21.247525 92,257,943
Neuberger & Berman - Limited Maturity
Bond Portfolio:
Tax qualified .................................................... 3,859,535 14.896724 57,494,428
Non-tax qualified ................................................ 4,238,249 14.896724 63,136,026
</TABLE>
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<PAGE> 38
<TABLE>
<S> <C> <C> <C>
Neuberger & Berman - Partners Portfolio:
Tax qualified ..................................................... 223,285 10.017795 2,236,823
Non-tax qualified ................................................. 324,320 10.017795 3,248,971
Oppenheimer - Bond Fund:
Tax qualified ..................................................... 2,694,486 14.531774 39,155,662
Non-tax qualified ................................................. 2,666,115 14.531774 38,743,381
Oppenheimer - Global Securities Fund:
Tax qualified ..................................................... 6,376,101 11.307851 72,100,000
Non-tax qualified ................................................. 6,373,740 11.307851 72,073,302
Oppenheimer - Multiple Strategies Fund:
Tax qualified ..................................................... 3,897,893 13.216172 51,515,224
Non-tax qualified ................................................. 3,363,638 13.216172 44,454,418
Strong VIP - Strong Discovery Fund II, Inc.:
Tax qualified ..................................................... 3,921,214 12.143604 47,617,670
Non-tax qualified ................................................. 4,385,371 12.143604 53,254,209
Strong VIP - Strong Special Fund II, Inc.:
Tax qualified ..................................................... 8,576,003 14.551898 124,797,121
Non-tax qualified ................................................. 8,937,552 14.551898 130,058,345
TCI Portfolios - TCI Balanced:
Tax qualified ..................................................... 2,670,990 10.801286 28,850,127
Non-tax qualified ................................................. 2,324,933 10.801286 25,112,266
TCI Portfolios - TCI Growth:
Tax qualified ..................................................... 9,394,094 19.378026 182,038,998
Non-tax qualified ................................................. 7,577,109 19.378026 146,829,415
TCI Portfolios - TCI International:
Tax qualified ..................................................... 688,372 9.392316 6,465,407
Non-tax qualified ................................................. 845,551 9.392316 7,941,682
Van Eck - Global Bond Fund:
Tax qualified ..................................................... 2,731,900 12.465907 34,055,611
Non-tax qualified ................................................. 3,204,016 12.465907 39,940,965
Van Eck - Gold and Natural Resources Fund:
Tax qualified ..................................................... 3,213,104 12.728311 40,897,387
Non-tax qualified ................................................. 4,473,812 12.728311 56,944,070
The BEST OF AMERICA(R) Non-Qualified/IRA
Rollover Annuity contracts:
The Dreyfus Socially Responsible Growth Fund, Inc.:
Tax qualified ..................................................... 56,245 10.146464 570,688
Non-tax qualified ................................................. 106,285 10.146464 1,078,417
Dreyfus Stock Index Fund:
Tax qualified ..................................................... 142,221 10.046079 1,428,763
Non-tax qualified ................................................. 276,005 10.046079 2,772,768
Fidelity VIP - Equity-Income Portfolio:
Tax qualified ..................................................... 2,320,419 10.760332 24,968,479
Non-tax qualified ................................................. 3,315,450 10.760332 35,675,343
Fidelity VIP - Growth Portfolio:
Tax qualified ..................................................... 2,012,595 10.082986 20,292,967
Non-tax qualified ................................................. 3,322,957 10.082986 33,505,329
Fidelity VIP - High Income Portfolio:
Tax qualified ..................................................... 1,188,719 9.844496 11,702,339
Non-tax qualified ................................................. 1,667,761 9.844496 16,418,266
Fidelity VIP - Overseas Portfolio:
Tax qualified ..................................................... 1,746,850 10.536141 18,405,058
Non-tax qualified ................................................. 2,782,899 10.536141 29,321,016
Fidelity VIP-II - Asset Manager Portfolio:
Tax qualified ..................................................... 3,610,795 9.571852 34,561,995
Non-tax qualified ................................................. 5,121,023 9.571852 49,017,674
Nationwide SAT - Capital Appreciation Fund:
Tax qualified ..................................................... 147,498 10.044095 1,481,484
Non-tax qualified ................................................. 182,857 10.044095 1,836,633
</TABLE>
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<PAGE> 39
<TABLE>
<S> <C> <C> <C>
Nationwide SAT - Government Bond Fund:
Tax qualified .................................................... 592,092 9.562079 5,661,630
Non-tax qualified ................................................ 794,271 9.562079 7,594,882
Nationwide SAT - Money Market Fund:
Tax qualified .................................................... 3,886,019 10.254838 39,850,495
Non-tax qualified ................................................ 7,565,949 10.254838 77,587,581
Nationwide SAT - Total Return Fund:
Tax qualified .................................................... 441,098 10.057257 4,436,236
Non-tax qualified ................................................ 657,733 10.057257 6,614,990
Neuberger & Berman - Growth Portfolio:
Tax qualified .................................................... 264,982 9.458916 2,506,442
Non-tax qualified ................................................ 616,908 9.458916 5,835,281
Neuberger & Berman - Limited Maturity
Bond Portfolio:
Tax qualified .................................................... 1,228,030 9.860649 12,109,173
Non-tax qualified ................................................ 1,355,362 9.860649 13,364,749
Neuberger & Berman - Partners Portfolio:
Tax qualified .................................................... 33,992 10.013591 340,382
Non-tax qualified ................................................ 89,689 10.013591 898,109
Oppenheimer - Bond Fund:
Tax qualified .................................................... 438,846 9.733460 4,271,490
Non-tax qualified ................................................ 538,413 9.733460 5,240,621
Oppenheimer - Global Securities Fund:
Tax qualified .................................................... 1,500,105 10.394970 15,593,546
Non-tax qualified ................................................ 2,319,507 10.394970 24,111,206
Oppenheimer - Multiple Strategies Fund:
Tax qualified .................................................... 567,718 9.830640 5,581,031
Non-tax qualified ................................................ 737,041 9.830640 7,245,585
Strong VIP - Strong Discovery Fund II, Inc.:
Tax qualified .................................................... 521,530 10.071698 5,252,693
Non-tax qualified ................................................ 904,088 10.071698 9,105,701
Strong VIP - Strong Special Fund II, Inc.:
Tax qualified .................................................... 1,448,992 10.710138 15,518,904
Non-tax qualified ................................................ 2,121,641 10.710138 22,723,068
TCI Portfolios - TCI Balanced:
Tax qualified .................................................... 190,646 9.975959 1,901,877
Non-tax qualified ................................................ 353,974 9.975959 3,531,230
TCI Portfolios - TCI Growth:
Tax qualified .................................................... 581,271 9.896469 5,752,530
Non-tax qualified ................................................ 984,162 9.896469 9,739,729
TCI Portfolios - TCI International:
Tax qualified .................................................... 93,487 9.388381 877,692
Non-tax qualified ................................................ 227,593 9.388381 2,136,730
Van Eck - Global Bond Fund:
Tax qualified .................................................... 237,637 9.919400 2,357,216
Non-tax qualified ................................................ 473,752 9.919400 4,699,336
Van Eck - Gold and Natural Resources Fund:
Tax qualified .................................................... 416,949 10.464922 4,363,339
Non-tax qualified ................................................ 771,280 10.464922 8,071,385
========= =========
Reserves for annuity contracts in payout phase:
Tax qualified .................................................... 368,775
Non-tax qualified ................................................ 1,042,980
--------------
$5,710,804,653
==============
</TABLE>
39 of 88
<PAGE> 40
SCHEDULE I
NATIONWIDE VARIABLE ACCOUNT -- II
THE BEST OF AMERICA(R) CONTRACTS
TAX QUALIFIED AND NON-TAX QUALIFIED
SCHEDULES OF CHANGES IN UNIT VALUE
YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992
<TABLE>
<CAPTION>
AVISGro+ AVISHiYld+ AVISGvt+ DrySRGro DryStkIx
-------- ---------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
1994
Beginning unit value - Jan. 1 $16.767635 18.696382 16.810323 10.702195 10.130946
Reinvested capital gains
and dividends .539769 1.648226 1.072204 .276343 .283238
Unrealized gain (loss) (.458197) (2.863015) (1.799954) (.117315) (.195244)
Contract charges (.216338) (.234407) (.210078) (.140082) (.131166)
Ending unit value - Dec. 31 $16.632869 17.247186 15.872495 10.721141 10.087774
Percentage increase
(decrease) in
unit value*(a) (1)% (8)% (6)% 0% 0%
1993
Beginning unit value - Jan. 1 $14.603954 16.269615 15.319654 10.000000 10.000000
Reinvested capital gains
and dividends .676117 1.606197 1.097138 .031105 1.497786
Unrealized gain (loss) 1.690570 1.051273 .607970 .703067 (1.333974)
Contract charges (.203006) (.230703) (.214439) (.031977) (.032866)
Ending unit value - Dec. 31 $16.767635 18.696382 16.810323 10.702195 10.130946
Percentage increase
(decrease) in
unit value*(a) 15% 15% 10% 7%(b) 1%(b)
1992
Beginning unit value - Jan. 1 $13.356752 14.656040 14.425067 ** **
Reinvested capital gains
and dividends .251749 1.441209 1.037749
Unrealized gain (loss) 1.171898 .374264 .408963
Contract charges (.176445) (.201898) (.192125)
Ending unit value - Dec. 31 $14.603954 16.269615 15.319654
Percentage increase
(decrease) in
unit value*(a) 9% 11% 6%
<CAPTION>
FidEqInc FidGro FidHiInc FidOSeas
-------- ------ -------- --------
<S> <C> <C> <C> <C>
1994
Beginning unit value - Jan. 1 17.644458 25.790764 18.859652 13.646118
Reinvested capital gains
and dividends 1.324090 1.551366 1.728139 .070437
Unrealized gain (loss) (.084066) (1.565204) (2.016825) .168983
Contract charges (.238151) (.325447) (.243602) (.184031)
Ending unit value - Dec. 31 18.646331 25.451479 18.327364 13.701507
Percentage increase
(decrease) in
unit value*(a) 6% (1)% (3)% 0%
1993
Beginning unit value - Jan. 1 15.123262 21.890060 15.855840 10.074553
Reinvested capital gains
and dividends .440973 .486821 1.303797 .235418
Unrealized gain (loss) 2.298480 3.727181 1.928892 3.494272
Contract charges (.218257) (.313298) (.228877) (.158125)
Ending unit value - Dec. 31 17.644458 25.790764 18.859652 13.646118
Percentage increase
(decrease) in
unit value*(a) 17% 18% 19% 35%
1992
Beginning unit value - Jan. 1 13.099125 20.287900 13.055215 11.432117
Reinvested capital gains
and dividends .466700 .525410 1.105839 .156875
Unrealized gain (loss) 1.739860 1.340775 1.891167 (1.369738)
Contract charges (.182423) (.264025) (.196381) (.144701)
Ending unit value - Dec. 31 15.123262 21.890060 15.855840 10.074553
Percentage increase
(decrease) in
unit value*(a) 15% 8% 21% (12)%
</TABLE>
* An annualized rate of return cannot be determined as:
(a) Contract charges do not include the annual contract maintenance charge
discussed in note 2; and
(b) This investment option was not utilized for the entire year indicated.
** This investment option was not being utilized or was not available.
+ See note 1(b).
40 of 88
<PAGE> 41
SCHEDULE I, CONTINUED
NATIONWIDE VARIABLE ACCOUNT -- II
THE BEST OF AMERICA(R) CONTRACTS
TAX QUALIFIED AND NON-TAX QUALIFIED
SCHEDULES OF CHANGES IN UNIT VALUE
YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992
<TABLE>
<CAPTION>
NWGvtBd NWGvtBd
FidAsMgr NWCapApp Qual Non-Qual NWMyMkt
-------- -------- ------- -------- -------
<S> <C> <C> <C> <C> <C>
1994
Beginning unit value - Jan. 1 $16.874276 11.564256 26.497619 26.427634 19.951530
Reinvested capital gains
and dividends .820188 .182737 1.662261 1.657870 .769331
Unrealized gain (loss) (1.841072) (.286833) (2.516459) (2.509816) .000000
Contract charges (.212376) (.148477) (.334320) (.333436) (.263488)
Ending unit value - Dec. 31 $15.641016 11.311683 25.309101 25.242252 20.457373
Percentage increase
(decrease) in
unit value* (a) (7)% (2)% (4)% (4)% 3%
1993
Beginning unit value - Jan. 1 $14.123234 10.689287 24.513489 24.448737 19.672720
Reinvested capital gains
and dividends .655581 .260100 1.565876 1.561741 .538378
Unrealized gain (loss) 2.296222 .755961 .758226 .756217 .000000
Contract charges (.200761) (.141092) (.339972) (.339061) (.259568)
Ending unit value - Dec. 31 $16.874276 11.564256 26.497619 26.427634 19.951530
Percentage increase
(decrease) in
unit value* (a) 19% 8% 8% 8% 1%
1992
Beginning unit value - Jan. 1 $12.789976 10.000000 23.025331 22.964507 19.275668
Reinvested capital gains
and dividends .651375 .116916 2.455973 2.449485 .652507
Unrealized gain (loss) .857747 .662532 (.658791) (.657048) .000000
Contract charges (.175864) (.090161) (.309024) (.308207) (.255455)
Ending unit value - Dec. 31 $14.123234 10.689287 24.513489 24.448737 19.672720
Percentage increase
(decrease) in
unit value* (a) 10% 7%(b) 6% 6% 2%
<CAPTION>
NWTotRet NWTotRet
Qual Non-Qual NBGro NBLtdMat NBPart
-------- -------- ----- -------- ------
<S> <C> <C> <C> <C> <C>
1994
Beginning unit value - Jan. 1 41.023082 39.966728 22.656907 15.115753 10.000000
Reinvested capital gains
and dividends 2.069920 2.016621 2.730116 .638336 .000000
Unrealized gain (loss) (1.626696) (1.584802) (3.855326) (.662388) .072563
Contract charges (.540059) (.526156) (.284172) (.194977) (.054768)
Ending unit value - Dec. 31 40.926247 39.872391 21.247525 14.896724 10.017795
Percentage increase
(decrease) in
unit value* (a) 0% 0% (6)% (1)% 0%(b)
1993
Beginning unit value - Jan. 1 37.471598 36.506693 21.495392 14.362908 **
Reinvested capital gains
and dividends 1.528737 1.489372 .498087 .590488
Unrealized gain (loss) 2.538282 2.472924 .947061 .357208
Contract charges (.515535) (.502261) (.283633) (.194851)
Ending unit value - Dec. 31 41.023082 39.966728 22.656907 15.115753
Percentage increase
(decrease) in
unit value* (a) 9% 9% 5% 5%
1992
Beginning unit value - Jan. 1 35.094975 34.191261 19.882145 13.836035 **
Reinvested capital gains
and dividends 1.320343 1.286344 .212563 .665345
Unrealized gain (loss) 1.525734 1.486456 1.660516 .045778
Contract charges (.469454) (.457368) (.259832) (.184250)
Ending unit value - Dec. 31 37.471598 36.506693 21.495392 14.362908
Percentage increase
(decrease) in
unit value* (a) 7% 7% 8% 4%
</TABLE>
*An annualized rate of return cannot be determined as:
(a) Contract charges do not include the annual contract maintenance charge
discussed in note 2; and
(b) This investment option was not utilized for the entire year indicated.
**This investment option was not being utilized or was not available.
41 of 88
<PAGE> 42
Schedule I, continued
NATIONWIDE VARIABLE ACCOUNT - II
The BEST OF AMERICA* CONTRACTS
TAX QUALIFIED and NON-TAX QUALIFIED
SCHEDULES OF CHANGES IN UNIT VALUE
Years Ended December 31, 1994, 1993 and 1992
<TABLE>
<CAPTION>
OppBdFd OppGlSec OppMult StDisc2 StSpec2
------- -------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
1994
Beginning unit value - Jan. 1 $15.013579 12.151882 13.655607 13.003747 14.230988
Reinvested capital gains and dividends .845781 .214070 .695235 .971108 .407882
Unrealized gain (loss) (1.135198) (.900281) (.959283) (1.670219) .103551
Contract charges (.192388) (.157820) (.175387) (.161032) (.190523)
Ending unit value - Dec. 31 $14.531774 11.307851 13.216172 12.143604 14.551898
Percentage increase (decrease) in unit
value* (a) (3)% (7)% (3)% (7)% 2%
1993
Beginning unit value - Jan. 1 $13.456350 10.000000 11.932236 10.796708 11.519061
Reinvested capital gains and dividends .935484 .000000 .527244 .809269 .057233
Unrealized gain (loss) .810882 2.187556 1.363520 1.547378 2.824331
Contract charges (.189137) (.035674) (.167393) (.149608) (.169637)
Ending unit value - Dec. 31 $15.013579 12.151882 13.655607 13.003747 14.230988
Percentage increase (decrease) in unit
value* (a) 12% 22%(b) 14% 20% 24%
1992
Beginning unit value - Jan. 1 $12.801628 ** 11.091678 10.000000 10.000000
Reinvested capital gains and dividends 1.009044 .505257 .686629 .254117
Unrealized gain (loss) (.182684) .485096 .192133 1.351307
Contract charges (.171638) (.149795) (.082054) (.086363)
Ending unit value - Dec. 31 $13.456350 11.932236 10.796708 11.519061
Percentage increase (decrease) in unit
value* (a) 5% 8% 8%(b) 15%(b)
</TABLE>
<TABLE>
<CAPTION>
TCIBal TCIGro TCIInt VEGlobBd VEGoldNR
------- -------- ------- -------- --------
<S> <C> <C> <C> <C> <C>
1994
Beginning unit value - Jan. 1 10.876699 19.864882 10.000000 12.798654 13.544828
Reinvested capital gains and dividends .260548 .002124 .000000 .051478 .068031
Unrealized gain (loss) (.194362) (.235006) (.554314) (.222396) (.711769)
Contract charges (.141599) (.253974) (.053370) (.161829) (.172779)
Ending unit value - Dec. 31 10.801286 19.378026 9.392316 12.465907 12.728311
Percentage increase (decrease) in unit
value* (a) (1)% (2)% (6)%(b) (3)% (6)%
1993
Beginning unit value - Jan. 1 10.232829 18.244594 ** 12.031194 8.325308
Reinvested capital gains and dividends .193822 .049563 .966990 .039162
Unrealized gain (loss) .588305 1.819573 (.037324) 5.323236
Contract charges (.138257) (.248848) (.162206) (.142878)
Ending unit value - Dec. 31 10.876699 19.864882 12.798654 13.544828
Percentage increase (decrease) in unit
value* (a) 6% 9% 6% 63%
1992
Beginning unit value - Jan. 1 10.000000 18.736465 ** 12.872259 8.795164
Reinvested capital gains and dividends .088865 .118812 1.091925 .039632
Unrealized gain (loss) .231821 (.379955) (1.767233) (.395454)
Contract charges (.087857) (.230728) (.165757) (.114034)
Ending unit value - Dec. 31 10.232829 18.244594 12.031194 8.325308
Percentage increase (decrease) in unit
value* (a) 2%(b) (3)% (7)% (5)%
</TABLE>
- ---------------
* An annualized rate of return cannot be determined as:
(a) Contract charges do not include the annual contract maintenance charge
discussed in note 2; and
(b) This investment option was not utilized for the entire year indicated.
** This investment option was not being utilized or was not available.
42 of 88
<PAGE> 43
SCHEDULE I, CONTINUED
NATIONWIDE VARIABLE ACCOUNT - II
THE BEST OF AMERICA(R) NON QUALIFIED/IRA
ROLLOVER ANNUITY CONTRACTS
TAX QUALIFIED AND NON-TAX QUALIFIED
SCHEDULES OF CHANGES IN UNIT VALUE
YEAR ENDED DECEMBER 31, 1994
<TABLE>
<CAPTION>
DrySRGro DryStkIx FidEqInc FidGro FidHiInc FidOSeas
---------- -------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
1994**
Beginning unit value - Jan. 1..... $10.138790 10.099271 10.192462 10.227729 10.140663 10.504149
Reinvested capital gains
and dividends................... .261532 .282153 .764674 .615160 .929117 .054214
Unrealized gain (loss)............ (.110944) (.194528) (.048662) (.620912) (1.084223) .130333
Contract charges.................. (.142914) (.140817) (.148142) (.138991) (.141061) (.152555)
Ending unit value - Dec. 31....... $10.146464 10.046079 10.760332 10.082986 9.844496 10.536141
Percentage increase
(decrease) in unit value*....... 0% (1)% 6% (1)% (3)% 0%
</TABLE>
<TABLE>
<CAPTION>
FidAsMgr NWCapApp NWGvtBd NWMyMkt NWTotRet
---------- -------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
1994**
Beginning unit value - Jan. 1..... 10.337032 10.278752 10.021251 10.011385 10.091256
Reinvested capital gains
and dividends................... .502389 .162311 .628252 .385849 .508763
Unrealized gain (loss)............ (1.127465) (.254834) (.951262) .000000 (.399693)
Contract charges.................. (.140104) (.142134) (.136162) (.142396) (.143069)
Ending unit value - Dec. 31....... 9.571852 10.044095 9.562079 10.254838 10.057257
Percentage increase
(decrease) in unit value*....... (7)% (2)% (5)% 2% 0%
</TABLE>
* An annualized rate of return cannot be determined as contract charges do not
include the annual contract maintenance charge discussed in note 2.
** These investment options were not utilized prior to 1994.
43 of 88
<PAGE> 44
SCHEDULE I, CONTINUED
NATIONWIDE VARIABLE ACCOUNT - II
THE BEST OF AMERICA(R) NON QUALIFIED/IRA
ROLLOVER ANNUITY CONTRACTS
TAX QUALIFIED AND NON-TAX QUALIFIED
SCHEDULES OF CHANGES IN UNIT VALUE
YEAR ENDED DECEMBER 31, 1994
<TABLE>
<CAPTION>
NBGro NBLtdMat NBPart OppBdFd OppGlSec OppMult StDisc2
----- -------- ------ ------- -------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
1994**
Beginning unit value -
Jan. 1............... $10.096549 10.015749 10.000000 10.066342 11.182167 10.167774 10.796000
Reinvested capital
gains and dividends.. 1.216477 .422915 .000000 .566682 .196942 .517326 .805515
Unrealized gain
(loss)............... (1.717723) (.438889) .072593 (.760661) (.827742) (.713828) (1.385836)
Contract charges....... (.136387) (.139126) (.059002) (.138903) (.156397) (.140632) (.143981)
Ending unit value -
Dec. 31.............. $ 9.458916 9.860649 10.013591 9.733460 10.394970 9.830640 10.071698
Percentage increase
(decrease) in unit
value*(a)............ (6)% (2)% 0%(b) (3)% (7)% (3)% (7)%
</TABLE>
* An annualized rate of return cannot be determined as:
(a) Contract charges do not include the annual contract maintenance charge
discussed in note 2; and
(b) This investment option was not utilized for the entire year indicated.
** These investment options were not being utilized or were not available prior
to 1994.
44 of 88
<PAGE> 45
SCHEDULE I, CONTINUED
NATIONWIDE VARIABLE ACCOUNT - II
THE BEST OF AMERICA(R) NON QUALIFIED/IRA
ROLLOVER ANNUITY CONTRACTS
TAX QUALIFIED AND NON-TAX QUALIFIED
SCHEDULES OF CHANGES IN UNIT VALUE
YEAR ENDED DECEMBER 31, 1994
<TABLE>
<CAPTION>
StSpec2 TCIBal TCIGro TCIInt VEGlobBd VEGoldNR
------- ------ ------ ------ -------- --------
<S> <C> <C> <C> <C> <C> <C>
1994**
Beginning unit value - Jan. 1.... $10.484543 10.055760 10.155359 10.000000 10.194477 11.147499
Reinvested capital gains and
dividends...................... .300283 .240728 .001086 .000000 .040987 .055957
Unrealized gain (loss)........... .076473 (.179560) (.120150) (.554133) (.177244) (.585405)
Contract charges................. (.151161) (.140969) (.139826) (.057486) (.138820) (.153129)
Ending unit value - Dec. 31...... $10.710138 9.975959 9.896469 9.388381 9.919400 10.464922
Percentage increase (decrease)
in unit value*(a).............. 2% (1)% (3)% (6)%(b) (3)% (6)%
</TABLE>
* An annualized rate of return cannot be determined as:
(a) Contract charges do not include the annual contract maintenance charge
discussed in note 2; and
(b) This investment option was not utilized for the entire year indicated.
** These investment options were not being utilized or were not available prior
to 1994.
45 of 88
<PAGE> 46
INDEPENDENT AUDITORS' REPORT
The Board of Directors
Nationwide Life Insurance Company:
We have audited the accompanying consolidated balance sheets of Nationwide Life
Insurance Company (a wholly owned subsidiary of Nationwide Corporation) and
subsidiaries as of December 31, 1994 and 1993, and the related consolidated
statements of income, shareholder's equity and cash flows for each of the years
in the three-year period ended December 31, 1994. These consolidated financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
Participating insurance and the related surplus are discussed in note 13. The
Company and its counsel are of the opinion that the ultimate ownership of the
participating surplus in excess of the contemplated equitable policyholder
dividends belongs to the shareholder. The accompanying consolidated financial
statements are presented on such basis.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Nationwide Life
Insurance Company and subsidiaries as of December 31, 1994 and 1993, and the
results of their operations and their cash flows for each of the years in the
three-year period ended December 31, 1994, in conformity with generally accepted
accounting principles.
As discussed in note 2 to the consolidated financial statements, in 1994 the
Company adopted the provisions of the Financial Accounting Standards Board's
Statement of Financial Accounting Standards (SFAS) No. 115, Accounting for
Certain Investments in Debt and Equity Securities.
In 1993, the Company adopted the provisions of SFAS No. 109, Accounting for
Income Taxes and SFAS No. 106, Employers' Accounting for Postretirement Benefits
Other Than Pensions.
KPMG Peat Marwick LLP
Columbus, Ohio
February 27, 1995
46 of 88
<PAGE> 47
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
(a wholly owned subsidiary of Nationwide Corporation)
<TABLE>
Consolidated Balance Sheets
December 31, 1994 and 1993
(000's omitted)
<CAPTION>
Assets 1994 1993
------ ----------- ----------
<S> <C> <C>
Investments (notes 5, 8 and 9):
Securities available-for-sale, at fair value:
Fixed maturities (cost $8,318,865 in 1994) $ 8,045,906 -
Equity securities (cost $18,373 in 1994; $8,263 in 1993) 24,713 16,593
Fixed maturities held-to-maturity, at amortized cost (fair value $3,602,310
in 1994; $10,886,820 in 1993) 3,688,787 10,120,978
Mortgage loans on real estate 4,222,284 3,871,560
Real estate 252,681 253,831
Policy loans 340,491 315,898
Other long-term investments 63,914 118,490
Short-term investments (note 14) 131,643 41,797
----------- -----------
16,770,419 14,739,147
----------- -----------
Cash 7,436 21,835
Accrued investment income 220,540 190,886
Deferred policy acquisition costs 1,064,159 811,944
Deferred Federal income tax 36,515 -
Other assets 790,603 636,161
Assets held in Separate Accounts (note 8) 12,222,461 9,006,388
----------- -----------
$31,112,133 25,406,361
=========== ===========
Liabilities and Shareholder's Equity
------------------------------------
Future policy benefits and claims (notes 6 and 8) 16,321,461 14,092,255
Policyholders' dividend accumulations 338,058 322,686
Other policyholder funds 72,770 71,959
Accrued Federal income tax (note 7):
Current 13,126 12,294
Deferred - 31,659
----------- -----------
13,126 43,953
----------- -----------
Other liabilities 235,778 217,952
Liabilities related to Separate Accounts (note 8) 12,222,461 9,006,388
----------- -----------
29,203,654 23,755,193
----------- -----------
Shareholder's equity (notes 3, 4, 7 and 13):
Capital shares, $1 par value. Authorized 5,000 shares, issued and
outstanding 3,815 shares 3,815 3,815
Paid-in additional capital 622,753 422,753
Unrealized gains (losses) on securities available-for-sale, net of adjustment
to deferred policy acquisition costs of $82,525 ($0 in 1993) and net of
deferred Federal income tax benefit of $64,425 ($1,583 expense in 1993) (119,668) 6,747
Retained earnings 1,401,579 1,217,853
----------- -----------
1,908,479 1,651,168
----------- -----------
Commitments and contingencies (notes 9 and 16)
$31,112,133 25,406,361
=========== ===========
</TABLE>
See accompanying notes to consolidated financial statements.
47 of 88
<PAGE> 48
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
(a wholly owned subsidiary of Nationwide Corporation)
Consolidated Statements of Income
Years ended December 31, 1994, 1993 and 1992
(000's omitted)
<TABLE>
<CAPTION>
1994 1993 1992
---------- ---------- ----------
<S> <C> <C> <C>
Revenues (note 17):
Traditional life insurance premiums $ 209,538 215,715 226,888
Accident and health insurance premiums 324,524 312,655 430,009
Universal life and investment product policy charges 239,021 188,057 148,464
Net investment income (note 5) 1,289,501 1,204,426 1,120,157
Net ceded commissions from disposition of credit life and
credit accident and health business (note 12) - - 27,115
Realized gains (losses) on investments (notes 5 and 14) (16,384) 113,673 (19,315)
---------- ---------- ----------
2,046,200 2,034,526 1,933,318
---------- ---------- ----------
Benefits and expenses:
Benefits and claims 1,279,763 1,236,906 1,319,735
Provision for policyholders' dividends on participating
policies (note 13) 46,061 53,189 61,834
Amortization of deferred policy acquisition costs 94,744 102,134 99,197
Other operating costs and expenses 352,402 329,396 321,993
---------- ---------- ----------
1,772,970 1,721,625 1,802,759
---------- ---------- ----------
Income before Federal income tax and cumulative
effect of changes in accounting principles 273,230 312,901 130,559
---------- ---------- ----------
Federal income tax (note 7):
Current expense 79,847 75,124 47,402
Deferred expense (benefit) 9,657 31,634 (13,660)
---------- ---------- ----------
89,504 106,758 33,742
---------- ---------- ----------
Income before cumulative effect of changes in
accounting principles 183,726 206,143 96,817
Cumulative effect of changes in accounting principles,
net of tax (note 3) - 5,365 -
---------- ---------- ----------
Net income $ 183,726 211,508 96,817
========== ========== ==========
</TABLE>
See accompanying notes to consolidated financial statements.
48 of 88
<PAGE> 49
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
(a wholly owned subsidiary of Nationwide Corporation)
Consolidated Statements of Shareholder's Equity
Years ended December 31, 1994, 1993 and 1992
(000's omitted)
<TABLE>
<CAPTION>
Unrealized
gains (losses)
Paid-in on securities Total
Capital additional available-for- Retained shareholder's
shares capital sale, net earnings equity
--------- ----------- -------------- ---------- -------------
<S> <C> <C> <C> <C> <C>
1992:
Balance, beginning of year $ 3,815 311,753 96,048 933,179 1,344,795
Dividends paid to shareholder - - - (5,846) (5,846)
Net income - - - 96,817 96,817
Unrealized losses on equity
securities, net of deferred
Federal income tax - - (5,524) - (5,524)
--------- ----------- -------------- ---------- -------------
Balance, end of year $ 3,815 311,753 90,524 1,024,150 1,430,242
========= =========== ============== ========== =============
1993:
Balance, beginning of year 3,815 311,753 90,524 1,024,150 1,430,242
Capital contributions - 111,000 - - 111,000
Dividends paid to shareholder - - - (17,805) (17,805)
Net income - - - 211,508 211,508
Unrealized losses on equity
securities, net of deferred
Federal income tax - - (83,777) - (83,777)
--------- ----------- -------------- ---------- -------------
Balance, end of year $ 3,815 422,753 6,747 1,217,853 1,651,168
========= =========== ============== ========== =============
1994:
Balance, beginning of year 3,815 422,753 6,747 1,217,853 1,651,168
Capital contribution - 200,000 - - 200,000
Net income - - - 183,726 183,726
Adjustment for change in
accounting for certain
investments in debt and
equity securities, net of
adjustment to deferred policy
acquisition costs and deferred
Federal income tax (note 3) - - 216,915 - 216,915
Unrealized losses on securities
available-for-sale, net of
adjustment to deferred policy
acquisition costs and deferred
Federal income tax - - (343,330) - (343,330)
--------- ----------- -------------- ---------- -------------
Balance, end of year $ 3,815 622,753 (119,668) 1,401,579 1,908,479
========= =========== ============== ========== =============
</TABLE>
See accompanying notes to consolidated financial statements.
49 of 88
<PAGE> 50
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
(a wholly owned subsidiary of Nationwide Corporation)
Consolidated Statements of Cash Flows
Years ended December 31, 1994, 1993 and 1992
(000's omitted)
<TABLE>
<CAPTION>
1994 1993 1992
---------- ---------- ----------
<S> <C> <C> <C>
Cash flows from operating activities:
Net income $ 183,726 211,508 96,817
Adjustments to reconcile net income to net cash provided by
operating activities:
Capitalization of deferred policy acquisition costs (264,434) (191,994) (177,928)
Amortization of deferred policy acquisition costs 94,744 102,134 99,197
Amortization and depreciation 6,207 11,156 5,607
Realized losses (gains) on invested assets, net 15,949 (113,648) 19,092
Deferred Federal income tax benefit (2,166) (6,006) (13,105)
Increase in accrued investment income (29,654) (4,218) (11,518)
(Increase) decrease in other assets (112,566) (549,277) 6,132
Increase in policyholder account balances 1,038,641 509,370 19,087
Increase in policyholders' dividend accumulations 15,372 17,316 18,708
Increase (decrease) in accrued Federal income tax payable 832 16,838 (15,723)
Increase in other liabilities 17,826 26,958 73,512
Other, net (19,303) (11,745) (10,586)
---------- ---------- ----------
Net cash provided by operating activities 945,174 18,392 109,292
---------- ---------- ----------
Cash flows from investing activities:
Proceeds from maturity of securities available-for-sale 579,067 - -
Proceeds from sale of securities available-for-sale 247,876 247,502 27,844
Proceeds from maturity of fixed maturities held-to-maturity 516,003 1,192,093 1,030,397
Proceeds from sale of fixed maturities - 33,959 123,422
Proceeds from repayments of mortgage loans on real estate 220,744 146,047 259,659
Proceeds from sale of real estate 46,713 23,587 22,682
Proceeds from repayments of policy loans and
sale of other invested assets 134,998 59,643 99,189
Cost of securities available-for-sale acquired (2,569,672) (12,550) (12,718)
Cost of fixed maturities held-to-maturity acquired (675,835) (2,016,831) (2,687,975)
Cost of mortgage loans on real estate acquired (627,025) (475,336) (654,403)
Cost of real estate acquired (15,962) (8,827) (137,843)
Policy loans issued and other invested assets acquired (118,012) (76,491) (97,491)
---------- ---------- ----------
Net cash used in investing activities (2,261,105) (887,204) (2,027,620)
---------- ---------- ----------
Cash flows from financing activities:
Proceeds from capital contributions 200,000 111,000 -
Dividends paid to shareholder - (17,805) (5,846)
Increase in universal life and investment product account balances 3,640,958 2,249,740 2,468,236
Decrease in universal life and investment product account balances (2,449,580) (1,458,504) (575,180)
---------- ---------- ----------
Net cash provided by financing activities 1,391,378 884,431 1,887,210
---------- ---------- ----------
Net increase (decrease) in cash and cash equivalents 75,447 15,619 (31,118)
Cash and cash equivalents, beginning of year 63,632 48,013 79,131
---------- ---------- ----------
Cash and cash equivalents, end of year $ 139,079 63,632 48,013
========== ========== ==========
</TABLE>
See accompanying notes to consolidated financial statements.
50 of 88
<PAGE> 51
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
(a wholly owned subsidiary of Nationwide Corporation)
Notes to Consolidated Financial Statements
December 31, 1994, 1993 and 1992
(000 s omitted)
(1) Organization and Description of Business
----------------------------------------
Nationwide Life Insurance Company (NLIC) is a wholly owned
subsidiary of Nationwide Corporation (Corp.). Wholly-owned
subsidiaries of NLIC include Financial Horizons Life Insurance
Company (FHLIC), West Coast Life Insurance Company (WCLIC), National
Casualty Company and subsidiaries (NCC), Nationwide Financial
Services, Inc. (NFS), and effective December 31, 1994, Employers Life
Insurance Company of Wausau and subsidiary (ELICW). NLIC and its
subsidiaries are collectively referred to as "the Company".
NLIC, FHLIC, WCLIC and ELICW are life and accident and health
insurers and NCC is a property and casualty insurer. The Company is
licensed in all 50 states, the District of Columbia, the Virgin
Islands and Puerto Rico. The Company offers a full range of life,
health and annuity products through exclusive agents and other
distribution channels and is subject to competition from other
insurers throughout the United States. The Company is subject to
regulation by the Insurance Departments of states in which it is
licensed, and undergoes periodic examinations by those departments.
The following is a description of the most significant risks facing
life and health insurers and how the Company mitigates those risks:
LEGAL/REGULATORY RISK is the risk that changes in the legal
or regulatory environment in which an insurer operates will create
additional expenses not anticipated by the insurer in pricing
its products. That is, regulatory initiatives designed to
reduce insurer profits, new legal theories or insurance
company insolvencies through guaranty fund assessments may create
costs for the insurer beyond those recorded in the consolidated
financial statements. The Company mitigates this risk by offering
a wide range of products and by operating throughout the United
States, thus reducing its exposure to any single product or
jurisdiction, and also by employing underwriting practices
which identify and minimize the adverse impact of this risk.
CREDIT RISK is the risk that issuers of securities owned by the
Company or mortgagors on mortgage loans on real estate owned by the
Company will default or that other parties, including reinsurers,
which owe the Company money, will not pay. The Company minimizes
this risk by adhering to a conservative investment strategy, by
maintaining sound reinsurance and credit and collection policies
and by providing for any amounts deemed uncollectible.
INTEREST RATE RISK is the risk that interest rates will change
and cause a decrease in the value of an insurer's investments.
This change in rates may cause certain interest-sensitive
products to become uncompetitive or may cause disintermediation.
The Company mitigates this risk by charging fees for
non-conformance with certain policy provisions, by offering
products that transfer this risk to the purchaser, and/or by
attempting to match the maturity schedule of its assets with the
expected payouts of its liabilities. To the extent that
liabilities come due more quickly than assets mature, an insurer
would have to borrow funds or sell assets prior to maturity and
potentially recognize a gain or loss.
(2) Summary of Significant Accounting Policies
------------------------------------------
The significant accounting policies followed by the Company that
materially affect financial reporting are summarized below. The
accompanying consolidated financial statements have been prepared in
accordance with generally accepted accounting principles (GAAP) which
differ from statutory accounting practices prescribed or permitted by
regulatory authorities. See note 4.
In preparing the consolidated financial statements, management is
required to make estimates and assumptions that affect the reported
amounts of assets and liabilities as of the date of the consolidated
financial statements and revenues and expenses for the period. Actual
results could differ significantly from those estimates.
The estimates susceptible to significant change are those used in
determining the liability for future policy benefits and claims and
those used in determining valuation allowances for mortgage loans on
real estate and real estate. Although some variability is inherent in
these estimates, management believes the amounts provided are adequate.
51 of 88
<PAGE> 52
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
(a wholly owned subsidiary of Nationwide Corporation)
Notes to Consolidated Financial Statements, Continued
(a) Consolidation Policy
--------------------
The December 31, 1994, 1993 and 1992 consolidated
financial statements include the accounts of NLIC and its
wholly owned subsidiaries FHLIC, WCLIC, NCC and NFS. The
December 31, 1994 consolidated balance sheet also
includes the accounts of ELICW, which was acquired by
NLIC effective December 31, 1994. See Note 14. All
significant intercompany balances and transactions have
been eliminated.
(b) Valuation of Investments and Related Gains and Losses
-----------------------------------------------------
Prior to January 1, 1994, the Company classified fixed
maturities in accordance with the then existing accounting
standards, and accordingly, fixed maturity securities were
carried at amortized cost, adjusted for amortization of
premium or discount, since the Company had both the
ability and intent to hold those securities until
maturity. Equity securities were carried at fair value
with the unrealized gains and losses, net of deferred
Federal income tax, reported as a separate component of
shareholder's equity.
In May 1993, the Financial Accounting Standards Board
(FASB) issued STATEMENT OF FINANCIAL ACCOUNTING
STANDARDS NO. 115 - ACCOUNTING FOR CERTAIN INVESTMENTS IN
DEBT AND EQUITY SECURITIES (SFAS 115). SFAS 115
requires fixed maturities and equity securities to be
classified as either held-to-maturity, available-for-sale,
or trading. The Company has no trading securities. The
Company adopted SFAS 115 as of January 1, 1994, with no
effect on consolidated net income. See note 3 regarding
the effect on consolidated shareholder's equity.
Fixed maturity securities are classified as held-to-
maturity when the Company has the positive intent
and ability to hold the securities to maturity and are
stated at amortized cost. Fixed maturity securities not
classified as held-to-maturity and all equity securities
are classified as available-for-sale and are stated at
fair value, with the unrealized gains and losses, net of
adjustments to deferred policy acquisition costs and
deferred Federal income tax, reported as a separate
component of shareholder's equity. The adjustment to
deferred policy acquisition costs represents the change
in amortization of deferred policy acquisition costs that
would have been required as a charge or credit to
operations had such unrealized amounts been realized.
Mortgage loans on real estate are carried at the unpaid
principal balance less valuation allowances. The Company
provides valuation allowances for impairments of
mortgage loans on real estate based on a review by
portfolio managers. Loans in foreclosure and loans
considered in-substance foreclosed as of the balance
sheet date are placed on non-accrual status and written
down to the fair value of the existing property to
derive a new cost basis. Real estate is carried at
cost less accumulated depreciation and valuation
allowances. Other long-term investments are carried on
the equity basis, adjusted for valuation allowances.
Realized gains and losses on the sale of investments are
determined on the basis of specific security
identification. Estimates for valuation allowances and
other than temporary declines are included in realized
gains and losses on investments.
In May, 1993, the FASB issued STATEMENT OF FINANCIAL
ACCOUNTING STANDARDS NO. 114 - ACCOUNTING BY CREDITORS
FOR IMPAIRMENT OF A LOAN (SFAS 114). SFAS 114, which
was amended by STATEMENT OF FINANCIAL ACCOUNTING
STANDARDS NO. 118 - ACCOUNTING BY CREDITORS FOR
IMPAIRMENT OF A LOAN - INCOME RECOGNITION AND
DISCLOSURE in October, 1994, requires the measurement of
impaired loans be based on the present value of expected
future cash flows discounted at the loan's effective
interest rate or, as a practical expedient, at the
loan's observable market price or the fair value of the
collateral if the loan is collateral dependent. The
impact on the consolidated financial statements of
adopting SFAS 114 as amended is not expected to be
material. Previously issued consolidated financial
statements shall not be restated. The Company will adopt
SFAS 114 as amended in 1995.
52 of 88
<PAGE> 53
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
(a wholly owned subsidiary of Nationwide Corporation)
Notes to Consolidated Financial Statements, Continued
(c) Revenues and Benefits
---------------------
TRADITIONAL LIFE INSURANCE PRODUCTS: Traditional life
insurance products include those products with fixed and
guaranteed premiums and benefits and consist primarily of
whole life, limited-payment life, term life and certain
annuities with life contingencies. Premiums for
traditional life insurance products are recognized as
revenue when due and collected. Benefits and expenses
are associated with earned premiums so as to result in
recognition of profits over the life of the contract.
This association is accomplished by the provision for
future policy benefits and the deferral and amortization
of policy acquisition costs.
UNIVERSAL LIFE AND INVESTMENT PRODUCTS: Universal life
products include universal life, variable universal life
and other interest-sensitive life insurance policies.
Investment products consist primarily of individual and
group deferred annuities, annuities without life
contingencies and guaranteed investment contracts.
Revenues for universal life and investment products
consist of cost of insurance, policy administration and
surrender charges that have been earned and assessed
against policy account balances during the period.
Policy benefits and claims that are charged to expense
include benefits and claims incurred in the period in
excess of related policy account balances and interest
credited to policy account balances.
ACCIDENT AND HEALTH INSURANCE: Accident and health
insurance premiums are recognized as revenue over the
terms of the policies. Policy claims are charged to
expense in the period that the claims are incurred.
(d) Deferred Policy Acquisition Costs
---------------------------------
The costs of acquiring new business, principally
commissions, certain expenses of the policy issue
and underwriting department and certain variable
agency expenses have been deferred. For traditional
life and individual health insurance products, these
deferred acquisition costs are predominantly being
amortized with interest over the premium paying period
of the related policies in proportion to the ratio of
actual annual premium revenue to the anticipated total
premium revenue. Such anticipated premium revenue was
estimated using the same assumptions as were used for
computing liabilities for future policy benefits. For
universal life and investment products, deferred policy
acquisition costs are being amortized with interest over
the lives of the policies in relation to the present
value of estimated future gross profits from projected
interest margins, cost of insurance, policy
administration and surrender charges. For years in
which gross profits are negative, deferred policy
acquisition costs are amortized based on the present
value of gross revenues. Beginning January 1, 1994,
deferred policy acquisition costs are adjusted to
reflect the impact of unrealized gains and losses on
fixed maturity securities available-for-sale. See note
2(b).
(e) Separate Accounts
-----------------
Separate Account assets and liabilities represent
contractholders' funds which have been segregated into
accounts with specific investment objectives. The
investment income and gains or losses of these accounts
accrue directly to the contractholders. The activity of
the Separate Accounts is not reflected in the
consolidated statements of income and cash flows except
for the fees the Company receives for administrative
services and risks assumed.
(f) Future Policy Benefits
----------------------
Future policy benefits for traditional life and individual
health policies have been calculated using a net level
premium method based on estimates of mortality,
morbidity, investment yields and withdrawals which were
used or which were being experienced at the time the
policies were issued, rather than the assumptions
prescribed by state regulatory authorities. See note 6.
Future policy benefits for annuity policies in the
accumulation phase, universal life and variable universal
life policies have been calculated based on participants'
contributions plus interest credited less applicable
contract charges.
Future policy benefits and claims for group long-term
disability policies are the present value (primarily
discounted at 5.5%) of amounts not yet due on reported
claims and an estimate of amounts to be paid on incurred
but unreported claims. The impact of reserve discounting
is not material. Future policy benefits and claims on
other group health policies are not discounted.
53 of 88
<PAGE> 54
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
(a wholly owned subsidiary of Nationwide Corporation)
Notes to Consolidated Financial Statements, Continued
(g) Participating Business
----------------------
Participating business represents approximately 45%
(48% in 1993 and 1992) of the Company's ordinary
life insurance in force, 72% (72% in 1993; 71% in 1992)
of the number of policies in force, and 41% (45% in 1993
and 1992) of life insurance premiums. The provision for
policyholder dividends is based on current dividend
scales. Future dividends are provided for ratably in
future policy benefits based on dividend scales in effect
at the time the policies were issued. Dividend scales are
approved by the Board of Directors.
Income attributable to participating policies in excess
of policyholder dividends is accounted for as belonging to
the shareholder. See note 13.
(h) Federal Income Tax
------------------
NLIC, FHLIC, WCLIC and NCC file a consolidated Federal
income tax return with Nationwide Mutual Insurance Company
(NMIC), the majority shareholder of Corp. Through 1994,
ELICW filed a consolidated Federal income tax return with
Employers Insurance of Wausau A Mutual Company.
Beginning in 1995, ELICW will file a separate Federal
income tax return.
In 1993, the Company adopted STATEMENT OF FINANCIAL
ACCOUNTING STANDARDS NO. 109 - ACCOUNTING FOR INCOME
TAXES, which required a change from the deferred method
of accounting for income tax of APB Opinion 11 to the
asset and liability method of accounting for income tax.
Under the asset and liability method, deferred tax
assets and liabilities are recognized for the future
tax consequences attributable to differences between
the financial statement carrying amounts of existing
assets and liabilities and their respective tax bases
and operating loss and tax credit carryforwards.
Deferred tax assets and liabilities are measured using
enacted tax rates expected to apply to taxable income in
the years in which those temporary differences are
expected to be recovered or settled. Under this
method, the effect on deferred tax assets and
liabilities of a change in tax rates is recognized in
income in the period that includes the enactment date.
Valuation allowances are established when necessary to
reduce the deferred tax assets to the amounts expected to
be realized.
Prior to 1993, the Company applied the deferred method
of accounting for income tax which recognized deferred
income tax for income and expense items that are reported
in different years for financial reporting purposes and
income tax purposes using the tax rate applicable for
the year of calculation. Under the deferred method,
deferred tax is not adjusted for subsequent changes in tax
rates. See note 7.
The Company has reported the cumulative effect of the
change in method of accounting for income tax in the
1993 consolidated statement of income. See note 3.
(i) Reinsurance Ceded
-----------------
Reinsurance premiums ceded and reinsurance recoveries
on benefits and claims incurred are deducted from the
respective income and expense accounts. Assets and
liabilities related to reinsurance ceded are reported on
a gross basis.
(j) Cash Equivalents
----------------
For purposes of the consolidated statements of cash
flows, the Company considers all short-term investments
with original maturities of three months or less to be
cash equivalents.
(k) Reclassification
----------------
Certain items in the 1993 and 1992 consolidated financial
statements have been reclassified to conform to the 1994
presentation.
54 of 88
<PAGE> 55
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
(a wholly owned subsidiary of Nationwide Corporation)
Notes to Consolidated Financial Statements, Continued
(3) Changes in Accounting Principles
--------------------------------
Effective January 1, 1994, the Company changed its method of
accounting for certain investments in debt and equity securities in
connection with the issuance of a new accounting standard by the FASB
as described in Note 2(b). As of January 1, 1994, the company
classified fixed maturity securities with amortized cost and fair value
of $6,593,844 and $7,024,736, respectively, as available-for-sale
and recorded the securities at fair value. Previously, these
securities were recorded at amortized cost. The effect as of January
1, 1994 has been recorded as a direct credit to shareholder's equity
as follows:
<TABLE>
<S> <C>
Excess of fair value over amortized cost of fixed maturity
securities available-for-sale $430,892
Adjustment to deferred policy acquisition costs (97,177)
Deferred Federal income tax (116,800)
--------
$216,915
========
</TABLE>
During 1993, the Company adopted accounting principles in
connection with the issuance of two accounting standards by the FASB.
The effect as of January 1, 1993, the date of adoption, has been
recognized in the 1993 consolidated statement of income as the
cumulative effect of changes in accounting principles, as follows:
<TABLE>
<S> <C>
Asset/liability method of recognizing income tax (note 7) $ 26,344
Accrual method of recognizing postretirement benefits other
than pensions (net of tax benefit of $11,296), (note 11) (20,979)
--------
Net cumulative effect of changes in accounting principles $ 5,365
========
</TABLE>
(4) Basis of Presentation
---------------------
The consolidated financial statements have been prepared in
accordance with GAAP. Annual Statements for NLIC and FHLIC, WCLIC,
ELICW and NCC, filed with the Department ofInsurance of the State of
Ohio, California Department of Insurance, Wisconsin Insurance
Department and Michigan Bureau of Insurance, respectively, are prepared
on the basis of accounting practices prescribed or permitted by
such regulatory authorities. Prescribed statutory accounting
practices include a variety of publications of the National Association
of Insurance Commissioners (NAIC), as well as state laws, regulations
and general administrative rules. Permitted statutory accounting
practices encompass all accounting practices not so prescribed. The
Company has no material permitted statutory accounting practices.
The following reconciles the statutory net income of NLIC as
reported to regulatory authorities to the net income as shown
in the accompanying consolidated financial statements:
<TABLE>
<CAPTION>
1994 1993 1992
-------- ------- -------
<S> <C> <C> <C>
Statutory net income $ 76,532 185,943 33,812
Adjustments to restate to the basis of GAAP:
Consolidating statutory net income of subsidiaries 14,350 19,545 21,519
Increase in deferred policy acquisition costs, net 167,166 89,860 78,731
Future policy benefits (76,310) (70,640) (63,355)
Deferred Federal income tax (expense) benefit (9,657) (31,634) 13,660
Equity in earnings of affiliates 1,013 7,121 4,618
Valuation allowances and other than temporary
declines accounted for directly in surplus 6,275 (6,638) 3,402
Interest maintenance reserve (7,332) 13,754 7,588
Cumulative effect of changes in accounting principles,
net of tax - 5,365 -
Other, net 11,689 (1,168) (3,158)
-------- ------- -------
Net income per accompanying consolidated
statements of income $183,726 211,508 96,817
======== ======= =======
</TABLE>
55 of 88
<PAGE> 56
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
(a wholly owned subsidiary of Nationwide Corporation)
Notes to Consolidated Financial Statements, Continued
The following reconciles the statutory capital shares and
surplus of NLIC as reported to regulatory authorities to the
shareholder's equity as shown in the accompanying consolidated
financial statements:
<TABLE>
<CAPTION>
1994 1993 1992
---------- -------- --------
<S> <C> <C> <C>
Statutory capital shares and surplus $1,262,861 992,631 647,307
Add (deduct) cumulative effect of adjustments:
Deferred policy acquisition costs 1,064,159 811,944 722,084
Nonadmitted assets and furniture and equipment charged to
income in the year of acquisition, net of accumulated
depreciation 16,120 22,573 15,712
Asset valuation reserve 153,387 105,596 138,727
Interest maintenance reserve 18,843 21,069 7,315
Future policy benefits (310,302) (238,231) (167,591)
Deferred Federal income tax, including effect of changes in
accounting principles in 1993 36,515 (31,659) (82,724)
Cumulative effect of change in accounting principles for
postretirement benefits other than pensions, gross - (32,275) -
Difference between amortized cost and fair value of fixed
maturity securities available-for-sale, gross (272,959) - -
Other, net (60,145) (480) 149,412
---------- ---------- ----------
Shareholder's equity per accompanying consolidated
balance sheets $1,908,479 1,651,168 1,430,242
========== ========== ==========
</TABLE>
(5) Investments
-----------
An analysis of investment income by investment type follows for the
years ended December 31:
<TABLE>
<CAPTION>
1994 1993 1992
---------- -------- --------
<S> <C> <C> <C>
Gross investment income:
Securities available-for-sale:
Fixed maturities $ 674,346 - -
Equity securities 550 7,230 6,949
Fixed maturities held-to-maturity 193,009 800,255 754,876
Mortgage loans on real estate 376,783 364,810 334,769
Real estate 40,280 39,684 27,410
Short-term 6,990 5,080 7,298
Other 42,831 33,832 30,717
---------- -------- --------
Total investment income 1,334,789 1,250,891 1,162,019
Less investment expenses 45,288 46,465 41,862
---------- ---------- ----------
Net investment income $1,289,501 1,204,426 1,120,157
========== ========== ==========
</TABLE>
An analysis of the change in gross unrealized gains (losses) on
securities available-for-sale and fixed maturities held-to-maturity
follows for the years ended December 31:
<TABLE>
<CAPTION>
1994 1993 1992
---------- -------- --------
<S> <C> <C> <C>
Securities available-for-sale:
Fixed maturities $ (703,851) - -
Equity securities (1,990) (128,837) (9,195)
Fixed maturities held-to-maturity (421,427) 223,392 17,774
----------- -------- --------
$(1,127,268) 94,555 8,579
=========== ======== ========
</TABLE>
56 of 88
<PAGE> 57
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
(a wholly owned subsidiary of Nationwide Corporation)
Notes to Consolidated Financial Statements, Continued
An analysis of realized gains (losses) on investments by investment
type follows for the years ended December 31:
<TABLE>
<CAPTION>
1994 1993 1992
---------- -------- --------
<S> <C> <C> <C>
Realized on disposition of investments:
Securities available-for-sale:
Fixed maturities $(13,720) - -
Equity securities 1,427 129,728 7,215
Fixed maturities - 21,159 13,399
Mortgage loans on real estate (16,130) (17,763) (30,334)
Real estate and other 5,765 (12,813) (12,997)
---------- -------- --------
(22,658) 120,311 (22,717)
---------- -------- --------
Valuation allowances:
Securities available-for-sale:
Fixed maturities 6,600 - -
Fixed maturities - (934) 1,792
Mortgage loans on real estate (4,332) (10,478) (5,969)
Real estate and other 4,006 4,774 7,579
---------- -------- --------
6,274 (6,638) 3,402
---------- -------- --------
$(16,384) 113,673 (19,315)
========== ======== ========
</TABLE>
The amortized cost and estimated fair value of securities
available-for-sale and fixed maturities held-to-maturity were as
follows as of December 31, 1994:
<TABLE>
<CAPTION>
Gross Gross
Amortized unrealized unrealized Estimated
cost gains losses fair value
----------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Securities available-for-sale
-----------------------------
Fixed maturities:
US Treasury securities and obligations of US
government corporations and agencies $ 393,156 1,794 (18,941) 376,009
Obligations of states and political
subdivisions 2,202 55 (21) 2,236
Debt securities issued by foreign governments 177,910 872 (9,205) 169,577
Corporate securities 4,201,738 50,405 (128,698) 4,123,445
Mortgage-backed securities 3,543,859 18,125 (187,345) 3,374,639
----------- ---------- ---------- ----------
Total fixed maturities 8,318,865 71,251 (344,210) 8,045,906
Equity securities 18,373 6,636 (296) 24,713
----------- ---------- ---------- ----------
$8,337,238 77,887 (344,506) 8,070,619
=========== ========== ========== ==========
Fixed maturity securities held-to-maturity
------------------------------------------
Obligations of states and political
subdivisions $ 11,613 92 (255) 11,450
Debt securities issued by foreign governments 16,131 111 (39) 16,203
Corporate securities 3,661,043 34,180 (120,566) 3,574,657
----------- ---------- ---------- ----------
$3,688,787 34,383 (120,860) 3,602,310
=========== ========== ========== ==========
</TABLE>
57 of 88
<PAGE> 58
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
(a wholly owned subsidiary of Nationwide Corporation)
Notes to Consolidated Financial Statements, Continued
The amortized cost and estimated fair value of investments of fixed
maturity securities were as follows as of December 31, 1993:
<TABLE>
<CAPTION>
Gross Gross
Amortized unrealized unrealized Estimated
cost gains losses fair value
----------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
US Treasury securities and obligations of US
government corporations and agencies $ 287,738 18,204 (392) 305,550
Obligations of states and political
subdivisions 16,519 2,700 (5) 19,214
Debt securities issued by foreign governments 137,092 7,719 (1,213) 143,598
Corporate securities 6,819,355 647,778 (15,648) 7,451,485
Mortgage-backed securities 2,860,274 121,721 (15,022) 2,966,973
----------- ---------- ---------- ----------
$10,120,978 798,122 (32,280) 10,886,820
=========== ========== ========== ==========
</TABLE>
As of December 31, 1993 the net unrealized gain on equity
securities, before providing for deferred Federal income tax, was
$8,330, comprised of gross unrealized gains of $8,345 and gross
unrealized losses of $15.
The amortized cost and estimated fair value of fixed maturity
securities available-for-sale and fixed maturity securities
held-to-maturity as of December 31, 1994, by contractual maturity,
are shown below. Expected maturities will differ from contractual
maturities because borrowers may have the right to call or prepay
obligations with or without call or prepayment penalties.
<TABLE>
<CAPTION>
Amortized Estimated
cost fair value
---------- -----------
<S> <C> <C>
Fixed maturity securities available-for-sale
--------------------------------------------
Due in one year or less $ 294,779 294,778
Due after one year through five years 2,553,825 2,490,886
Due after five years through ten years 1,382,311 1,327,089
Due after ten years 544,091 558,514
---------- -----------
4,775,006 4,671,267
Mortgage-backed securities 3,543,859 3,374,639
---------- -----------
$8,318,865 8,045,906
========== ===========
Fixed maturity securities held-to-maturity
------------------------------------------
Due in one year or less $ 333,517 333,000
Due after one year through five years 1,953,179 1,942,260
Due after five years through ten years 1,080,069 1,013,083
Due after ten years 322,022 313,967
---------- -----------
$3,688,787 3,602,310
========== ===========
</TABLE>
Proceeds from the sale of securities available-for-sale during
1994 were $247,876, while proceeds from sales of investments in
fixed maturity securities during 1993 were $33,959 ($123,422 during
1992). Gross gains of $3,406 ($2,413 in 1993 and $3,194 in 1992) and
gross losses of $21,866 ($39 in 1993 and $513 in 1992) were realized
on those sales.
Investments that were non-income producing for the twelve month
period preceding December 31, 1994 amounted to $11,513 ($13,158 for
1993) and consisted of $11,111 ($10,907 in 1993) in real estate and
$402 ($2,251 in 1993) in other long-term investments.
Real estate is presented at cost less accumulated depreciation of
$29,275 in 1994 ($24,717 in 1993) and valuation allowances of $27,330
in 1994 ($31,357 in 1993). Other valuation allowances are $0 in 1994
($6,680 in 1993) on fixed maturities and $47,892 in 1994 ($42,350 in
1993) on mortgage loans on real estate.
58 of 88
<PAGE> 59
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
(a wholly owned subsidiary of Nationwide Corporation)
Notes to Consolidated Financial Statements, Continued
The Company generally initiates foreclosure proceedings on all
mortgage loans on real estate delinquent sixty days. Foreclosures
of mortgage loans on real estate were $37,187 in 1994 ($39,281 in
1993) and mortgage loans on real estate in process of foreclosure or
in-substance foreclosed as of December 31, 1994 totaled $19,878
($24,658 as of December 31, 1993), which approximates fair value.
Investments with an amortized cost of $11,137 and $11,383 as of
December 31, 1994 and 1993, respectively, were on deposit with various
regulatory agencies as required by law.
(6) Future Policy Benefits and Claims
---------------------------------
The liability for future policy benefits for traditional life and
individual health policies has been established based upon the
following assumptions:
Interest rates: Interest rates vary as follows:
<TABLE>
<CAPTION>
Year of issue Life Health
------------- ---- ------
<S> <C> <C>
1994 7.2 %, not graded - permanent contracts with loan provisions; 5.0%
6.0%, not graded - all other contracts
1984-1993 7.4% to 10.5%, not graded 5.0% to 6%
1966-1983 6% to 8.1%, graded over 20 years to 4% to 6.6% 3.5% to 6%
1965 and prior generally lower than post 1965 issues 3.5% to 4%
</TABLE>
Withdrawals: Rates, which vary by issue age, type of coverage
and policy duration, are based on Company experience.
Mortality: Mortality and morbidity rates are based on
published tables, modified for the Company's actual experience.
The liability for future policy benefits for investment contracts
(approximately 81% and 80% of the total liability for future policy
benefits as of December 31, 1994 and 1993, respectively) has been
established based on policy term, interest rates and various contract
provisions. The average interest rate credited on investment product
policies was 6.5%, 7.0% and 7.5% for the years ended December 31, 1994,
1993 and 1992, respectively.
Future policy benefits and claims for group long-term disability
policies are the present value (primarily discounted at 5.5%) of
amounts not yet due on reported claims and an estimate of amounts to be
paid on incurred but unreported claims. The impact of reserve
discounting is not material. Future policy benefits and claims on
other group health policies are not discounted.
Activity in the liability for unpaid claims and claim adjustment
expenses is summarized for the years ended December 31:
<TABLE>
<CAPTION>
1994 1993 1992
--------- -------- --------
<S> <C> <C> <C>
Balance as of January 1 $591,258 760,312 672,581
Less reinsurance recoverables 429,798 547,786 445,934
--------- -------- --------
Net balance as of January 1 161,460 212,526 226,647
--------- -------- --------
Incurred related to:
Current year 273,299 309,721 360,545
Prior years (26,156) (26,248) (17,433)
--------- -------- --------
Total incurred 247,143 283,473 343,112
--------- -------- --------
Paid related to:
Current year 175,700 208,978 226,886
Prior years 73,889 125,561 130,347
--------- -------- --------
Total paid 249,589 334,539 357,233
--------- -------- --------
Unpaid claims of ELICW (note 14) 40,223 - -
--------- -------- --------
Net balance as of December 31 199,237 161,460 212,526
Plus reinsurance recoverables 457,694 429,798 547,786
--------- -------- --------
Balance as of December 31 $656,931 591,258 760,312
======== ======== ========
</TABLE>
59 of 88
<PAGE> 60
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
(a wholly owned subsidiary of Nationwide Corporation)
Notes to Consolidated Financial Statements, Continued
As a result of changes in estimates for insured events of prior
years, the provision for claims and claim adjustment expenses
decreased in each of the three years ended December 31, 1994 due to
lower-than-anticipated costs to settle accident and health claims.
(7) Federal Income Tax
------------------
Prior to 1984, the Life Insurance Company Income Tax Act of 1959 as
amended by the Deficit Reduction Act of 1984 (DRA), permitted the
deferral from taxation of a portion of statutory income under certain
circumstances. In these situations, the deferred income was
accumulated in the Policyholders' Surplus Account (PSA). Management
considers the likelihood of distributions from the PSA to be remote;
therefore, no Federal income tax has been provided for such
distributions in the consolidated financial statements. The DRA
eliminated any additional deferrals to the PSA. Any distributions
from the PSA, however, will continue to be taxable at the then current
tax rate. The balance of the PSA is approximately $35,344 as of
December 31, 1994.
The Company adopted STATEMENT OF FINANCIAL ACCOUNTING STANDARDS NO.
109 - ACCOUNTING FOR INCOME TAXES (SFAS 109), as of January 1, 1993.
See note 3. The 1992 consolidated financial statements have not
been restated to apply the provisions of SFAS 109.
The significant components of deferred income tax expense for the years
ended December 31 are as follows:
<TABLE>
<CAPTION>
1994 1993
------ ------
<S> <C> <C>
Deferred income tax expense (exclusive of the
effects of other components listed below) $9,657 29,930
Adjustments to deferred income tax assets and
liabilities for enacted changes in tax laws
and rates - 1,704
------ ------
$9,657 31,634
====== ======
</TABLE>
For the year ended December 31, 1992, the deferred income tax
benefit results from timing differences in the recognition of
income and expense for income tax and financial reporting purposes.
The primary sources of those timing differences were deferred policy
acquisition costs (deferred expense of $16,457) and reserves for future
policy benefits (deferred benefit of $32,045).
Total Federal income tax expense for the years ended December 31,
1994, 1993 and 1992 differs from the amount computed by applying the
U.S. Federal income tax rate to income before tax as follows:
<TABLE>
<CAPTION>
1994 1993 1992
---- ---- ----
Amount % Amount % Amount %
------- ---- -------- ---- ------- ----
<S> <C> <C> <C> <C> <C> <C>
Computed (expected) tax expense $95,631 35.0 $109,515 35.0 $44,390 34.0
Tax exempt interest and dividends
received deduction (194) (0.1) (2,322) (0.7) (4,172) (3.2)
Current year increase in U.S. Federal
income tax rate - - 1,704 0.5 - -
Real estate valuation allowance
adjustment - - - - (3,463) (2.7)
Other, net (5,933) (2.1) (2,139) (0.7) (3,013) (2.3)
------- ---- -------- ---- ------- ----
Total (effective rate of each
year) $89,504 32.8 $106,758 34.1 $33,742 25.8
======= ==== ======== ==== ======= ====
</TABLE>
Total Federal income tax paid was $87,576, $58,286 and $63,124 during
the years ended December 31, 1994, 1993 and 1992, respectively.
60 of 88
<PAGE> 61
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
(a wholly owned subsidiary of Nationwide Corporation)
Notes to Consolidated Financial Statements, Continued
The tax effects of temporary differences that give rise to significant
components of the net deferred tax asset (liability) as of December 31,
1994 and 1993 are as follows:
<TABLE>
<CAPTION>
1994 1993
-------- ---------
<S> <C> <C>
Deferred tax assets:
Future policy benefits $124,044 129,995
Fixed maturity securities available-for-sale 95,536 -
Liabilities in Separate Accounts 94,783 64,722
Mortgage loans on real estate and real estate 25,632 24,020
Other policyholder funds 7,137 7,759
Other assets and other liabilities 57,528 41,390
-------- ---------
Total gross deferred tax assets 404,660 267,886
-------- ---------
Deferred tax liabilities:
Deferred policy acquisition costs 317,224 243,731
Fixed maturities, equity securities and other
long-term investments 3,620 11,137
Other 47,301 44,677
-------- ---------
Total gross deferred tax liabilities 368,145 299,545
-------- ---------
Net deferred tax asset (liability) $ 36,515 (31,659)
======== =========
</TABLE>
The Company has determined that valuation allowances are not
necessary as of December 31, 1994 and 1993 and January 1, 1993 (date of
adoption of SFAS 109) based on its analysis of future deductible
amounts. All future deductible amounts can be offset by future
taxable amounts or recovery of Federal income tax paid within the
statutory carryback period. In addition, for future deductible
amounts for securities available-for-sale, affiliates of the Company
which are included in the same consolidated Federal income tax return
hold investments that could be sold for capital gains that could offset
capital losses realized by the Company should securities
available-for-sale be sold at a loss.
(8) Disclosures about Fair Value of Financial Instruments
-----------------------------------------------------
STATEMENT OF FINANCIAL ACCOUNTING STANDARDS NO. 107 - DISCLOSURES ABOUT
FAIR VALUE OF FINANCIAL INSTRUMENTS (SFAS 107) requires disclosure of
fair value information about existing on and off-balance sheet financial
instruments. In cases where quoted market prices are not available,
fair value is based on estimates using present value or other valuation
techniques.
These techniques are significantly affected by the assumptions used,
including the discount rate and estimates of future cash flows.
Although fair value estimates are calculated using assumptions that
management believes are appropriate, changes in assumptions could cause
these estimates to vary materially. In that regard, the derived fair
value estimates cannot be substantiated by comparison to independent
markets and, in many cases, could not be realized in the immediate
settlement of the instruments. SFAS 107 excludes certain assets and
liabilities from its disclosure requirements. Accordingly, the
aggregate fair value amounts presented do not represent the underlying
value of the Company.
Although insurance contracts, other than policies such as annuities that
are classified as investment contracts, are specifically exempted from
SFAS 107 disclosures, estimated fair value of policy reserves on
insurance contracts are provided to make the fair value disclosures more
meaningful.
The tax ramifications of the related unrealized gains and losses can
have a significant effect on fair value estimates and have not been
considered in the estimates.
The following methods and assumptions were used by the Company in
estimating its fair value disclosures:
CASH, SHORT-TERM INVESTMENTS AND POLICY LOANS: The carrying
amount reported in the balance sheets for these instruments
approximate their fair value.
61 of 88
<PAGE> 62
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
(a wholly owned subsidiary of Nationwide Corporation)
Notes to Consolidated Financial Statements, Continued
INVESTMENT SECURITIES: Fair value for fixed maturity
securities is based on quoted market prices, where available.
For fixed maturity securities not actively traded, fair value is
estimated using values obtained from independent pricing services
or, in the case of private placements, is estimated by
discounting expected future cash flows using a current market rate
applicable to the yield, credit quality and maturity of the
investments. The fair value for equity securities is based on quoted
market prices.
SEPARATE ACCOUNT ASSETS AND LIABILITIES: The fair value of assets
held in Separate Accounts is based on quoted market prices.
The fair value of liabilities related to Separate Accounts is the
amount payable on demand.
MORTGAGE LOANS ON REAL ESTATE: The fair value for mortgage loans on
real estate is estimated using discounted cash flow analyses,
using interest rates currently being offered for similar loans
to borrowers with similar credit ratings. Loans with similar
characteristics are aggregated for purposes of the calculations.
Fair value for mortgages in default is valued at the estimated fair
value of the underlying collateral.
INVESTMENT CONTRACTS: Fair value for the Company's liabilities
under investment type contracts is disclosed using two methods.
For investment contracts without defined maturities, fair value
is the amount payable on demand. For investment contracts with
known or determined maturities, fair value is estimated using
discounted cash flow analysis. Interest rates used are similar
to currently offered contracts with maturities consistent with
those remaining for the contracts being valued.
POLICY RESERVES ON INSURANCE CONTRACTS: Included are disclosures
for individual life, universal life and supplementary contracts with
life contingencies for which the estimated fair value is the
amount payable on demand. Also included are disclosures for the
Company's limited payment policies, which the Company has used
discounted cash flow analyses similar to those used for investment
contracts with known maturities to estimate fair value.
POLICYHOLDERS DIVIDEND ACCUMULATIONS AND OTHER POLICYHOLDER
FUNDS: The carrying amount reported in the consolidated
balance sheets for these instruments approximates their fair value.
Carrying amount and estimated fair value of financial instruments
subject to SFAS 107 and policy reserves on insurance contracts were as
follows as of December 31:
<TABLE>
<CAPTION>
1994 1993
---- ----
Carrying Estimated Carrying Estimated
amount fair value amount fair value
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Assets
------
Investments:
Securities available-for-sale:
Fixed maturities $ 8,045,906 8,045,906 - -
Equity securities 24,713 24,713 16,593 16,593
Fixed maturities held-to-maturity 3,688,787 3,602,310 10,120,978 10,886,820
Mortgage loans on real estate 4,222,284 4,173,284 3,871,560 4,175,271
Policy loans 340,491 340,491 315,898 315,898
Short-term investments 131,643 131,643 41,797 41,797
Cash 7,436 7,436 21,835 21,835
Assets held in Separate Accounts 12,222,461 12,222,461 9,006,388 9,006,388
Liabilities
-----------
Investment contracts 12,189,894 11,657,556 10,332,661 10,117,288
Policy reserves on insurance contracts 3,170,085 2,934,384 2,945,120 2,873,503
Policyholders' dividend accumulations 338,058 338,058 322,686 322,686
Other policyholder funds 72,770 72,770 71,959 71,959
Liabilities related to Separate Accounts 12,222,461 11,807,331 9,006,388 8,714,586
</TABLE>
62 of 88
<PAGE> 63
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
(a wholly owned subsidiary of Nationwide Corporation)
Notes to Consolidated Financial Statements, Continued
(9) Additional Financial Instruments Disclosures
--------------------------------------------
FINANCIAL INSTRUMENTS WITH OFF-BALANCE-SHEET RISK: The Company is a
party to financial instruments with off-balance-sheet risk in the
normal course of business through management of its investment
portfolio. These financial instruments include commitments to
extend credit in the form of loans. These instruments involve, to
varying degrees, elements of credit risk in excess of amounts
recognized on the consolidated balance sheets.
Commitments to fund fixed rate mortgage loans on real estate are
agreements to lend to a borrower, and are subject to conditions
established in the contract. Commitments generally have fixed
expiration dates or other termination clauses and may require
payment of a deposit. Commitments extended by the Company are based on
management's case-by-case credit evaluation of the borrower and
the borrower's loan collateral. The underlying mortgage property
represents the collateral if the commitment is funded. The Company's
policy for new mortgage loans on real estate is to lend no more than
80% of collateral value. Should the commitment be funded, the
Company's exposure to credit loss in the event of nonperformance by
the borrower is represented by the contractual amounts of these
commitments less the net realizable value of the collateral. The
contractual amounts also represent the cash requirements for all
unfunded commitments. Commitments on mortgage loans on real estate
of $243,200 extending into 1995 were outstanding as of December 31,
1994.
SIGNIFICANT CONCENTRATIONS OF CREDIT RISK: The Company grants mainly
commercial mortgage loans on real estate to customers throughout the
United States. The Company has a diversified portfolio with no more
than 22% (23% in 1993) in any geographic area and no more than 2%
(2% in 1993) with any one borrower. The summary below depicts loans
by remaining principal balance as of each December 31:
<TABLE>
<CAPTION>
Apartment
Office Warehouse Retail & other Total
-------- --------- --------- --------- ----------
<S> <C> <C> <C> <C> <C>
1994:
East North Central $109,233 103,499 540,686 191,489 944,907
East South Central 24,298 10,803 127,845 76,897 239,843
Mountain 3,150 13,770 140,358 39,682 196,960
Middle Atlantic 61,299 53,285 140,847 30,111 285,542
New England 10,536 43,282 139,131 4 192,953
Pacific 195,393 210,930 397,911 68,768 873,002
South Atlantic 87,150 81,576 424,150 210,354 803,230
West North Central 127,760 11,766 80,854 4,738 225,118
West South Central 51,013 84,796 184,923 194,788 515,520
-------- --------- --------- --------- ----------
$669,832 613,707 2,176,705 816,831 4,277,075
======== ========= ========= =========
Less valuation allowances and unamortized discount 54,791
----------
Total mortgage loans on real estate, net $4,222,284
==========
1993:
East North Central $109,208 108,478 470,755 158,964 847,405
East South Central 27,562 1,460 117,341 69,991 216,354
Mountain 3,228 4,742 105,560 23,065 136,595
Middle Atlantic 56,664 52,766 132,821 15,414 257,665
New England 10,565 48,398 142,530 8 201,501
Pacific 174,409 185,116 389,428 65,497 814,450
South Atlantic 112,640 58,165 391,102 238,337 800,244
West North Central 104,933 13,458 78,408 3,917 200,716
West South Central 50,955 47,103 183,420 161,033 442,511
-------- --------- ------- --------- ----------
$650,164 519,686 2,011,365 736,226 3,917,441
======== ========= ========= =========
Less valuation allowances and unamortized discount 45,881
----------
Total mortgage loans on real estate, net $3,871,560
==========
</TABLE>
63 of 88
<PAGE> 64
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
(a wholly owned subsidiary of Nationwide Corporation)
Notes to Consolidated Financial Statements, Continued
(10) Pension Plan
------------
NLIC, FHLIC, WCLIC, NCC, and NFS participate together with other
affiliated companies, in a pension plan covering all employees who
have completed at least one thousand hours of service within a
twelve-month period and who have met certain age requirements. Plan
contributions are invested in a group annuity contract of NLIC.
Benefits are based upon the highest average annual salary of any
three consecutive years of the last ten years of service. The Company
funds pension costs accrued for direct employees plus an allocation of
pension costs accrued for employees of affiliates whose work efforts
benefit the Company.
Pension costs charged to operations by the Company during the years
ended December 31, 1994, 1993 and 1992 were $10,451, $6,702 and
$4,613, respectively.
The Company's net accrued pension expense as of December 31, 1994
and 1993 was $1,836 and $1,472, respectively.
The net periodic pension cost for the plan as a whole for the years
ended December 31, 1994, 1993 and 1992 follows:
<TABLE>
<CAPTION>
1994 1993 1992
-------- -------- --------
<S> <C> <C> <C>
Service cost (benefits earned during the period) $64,740 47,694 44,343
Interest cost on projected benefit obligation 73,951 70,543 68,215
Actual return on plan assets (21,495) (105,002) (62,307)
Net amortization and deferral (62,150) 20,832 (24,281)
-------- -------- --------
Net periodic pension cost $55,046 34,067 25,970
======== ======== ========
Basis for measurements, net periodic pension cost:
Weighted average discount rate 5.75% 6.75% 7.25%
Rate of increase in future compensation levels 4.50% 4.75% 5.25%
Expected long-term rate of return on plan assets 7.00% 7.50% 8.00%
</TABLE>
Information regarding the funded status of the plan as a whole as of
December 31, 1994 and 1993 follows:
<TABLE>
<CAPTION>
1994 1993
---------- ----------
<S> <C> <C>
Accumulated benefit obligation:
Vested $ 914,850 972,475
Nonvested 7,570 10,227
---------- ----------
$ 922,420 982,702
========== ==========
Projected benefit obligation for
services rendered to date 1,305,547 1,292,477
Plan assets at fair value 1,241,771 1,208,007
---------- ----------
Plan assets less than projected benefit
obligation (63,776) (84,470)
Unrecognized prior service cost 46,201 49,551
Unrecognized net losses 39,408 55,936
Unrecognized net assets at January 1, 1987 (21,994) (24,146)
---------- ----------
Net accrued pension expense $ (161) (3,129)
========== ==========
Basis for measurements, funded status of plan:
Weighted average discount rate 7.50% 5.75%
Rate of increase in future compensation levels 6.75% 4.50%
</TABLE>
64 of 88
<PAGE> 65
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
(a wholly owned subsidiary of Nationwide Corporation)
Notes to Consolidated Financial Statements, Continued
(11) Postretirement Benefits Other Than Pensions
-------------------------------------------
In addition to the defined benefit pension plan, NLIC, FHLIC, WCLIC,
NCC and NFS participate with other affiliated companies in life and
health care defined benefit plans for qualifying retirees.
Postretirement life and health care benefits are contributory and
available to full time employees who have attained age 55 and
have accumulated 15 years of service with the Company after reaching
age 40. Postretirement life insurance contributions are based on age
and coverage amount of each retiree. Postretirement health care
benefit contributions are adjusted annually and contain cost-sharing
features such as deductibles and coinsurance. The accounting for the
health care plan anticipates future cost-sharing changes to the
written plan that are consistent with the Company's expressed intent
to increase the retiree contribution amount annually for expected
health care inflation. The Company's policy is to fund the cost of
health care benefits in amounts determined at the discretion of
management. The Company began funding in 1994. Plan assets are
invested in group annuity contracts of NLIC.
Effective January 1, 1993, the Company adopted the provisions of
STATEMENT OF FINANCIAL ACCOUNTING STANDARDS NO. 106 - EMPLOYERS'
ACCOUNTING FOR POSTRETIREMENT BENEFITS OTHER THAN PENSIONS (SFAS 106),
which requires the accrual method of accounting for postretirement
life and health care insurance benefits based on actuarially
determined costs to be recognized over the period from the date of
hire to the full eligibility date of employees who are expected to
qualify for such benefits. Postretirement benefit cost for 1992, which
was recorded on a cash basis, has not been restated.
The Company elected to immediately recognize its estimated accumulated
postretirement benefit obligation as of January 1, 1993. Accordingly,
a noncash charge of $32,275 ($20,979 net of related income tax
benefit) was recorded in the consolidated statement of income as a
cumulative effect of a change in accounting principle. See note 3.
The adoption of SFAS 106, including the cumulative effect of the
change in accounting principle, increased the expense for
postretirement benefits by $35,277 to $36,544 in 1993. Net periodic
postretirement benefit cost for 1994 was $4,627. The Company's
accrued postretirement benefit obligation as of December 31, 1994 and
1993 was $36,001 and $35,277, respectively.
Actuarial assumptions for the measurement of the December 31, 1994
accumulated postretirement benefit obligation include a discount rate
of 8% and an assumed health care cost trend rate of 11%, uniformly
declining to an ultimate rate of 6% over 12 years.
Actuarial assumptions for the measurement of the December 31, 1993
accumulated postretirement benefit obligation and the 1994 net
periodic postretirement benefit cost include a discount rate of 7% and
an assumed health care cost trend rate of 12%, uniformly declining to
an ultimate rate of 6% over 12 years.
Actuarial assumptions used to determine the accumulated postretirement
benefit obligation as of January 1, 1993 and the 1993 net periodic
postretirement benefit cost include a discount rate of 8% and an
assumed health care cost trend rate of 14%, uniformly declining to an
ultimate rate of 6% over 12 years.
Information regarding the funded status of the plan as a whole as of
December 31, 1994 and 1993 follows:
<TABLE>
<CAPTION>
1994 1993
--------- ---------
<S> <C> <C>
Accumulated postretirement benefit obligation:
Retirees $ 76,677 90,312
Fully eligible, active plan participants 22,013 24,833
Other active plan participants 59,089 84,103
--------- ---------
Accumulated postretirement benefit obligation 157,779 199,248
Plan assets at fair value 49,012 -
--------- ---------
Plan assets less than accumulated postretirement benefit
obligation (108,767) (199,248)
Unrecognized net (gains) losses (41,497) 15,128
--------- ---------
Accrued postretirement benefit obligation $(150,264) (184,120)
========= =========
</TABLE>
65 of 88
<PAGE> 66
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
(a wholly owned subsidiary of Nationwide Corporation)
Notes to Consolidated Financial Statements, Continued
The amount of net periodic postretirement benefit cost for the plan as
a whole for the years ended December 31, 1994 and 1993 is as follows:
<TABLE>
<CAPTION>
1994 1993
------- -------
<S> <C> <C>
Net periodic postretirement benefit cost:
Service cost - benefits attributed to employee service during the year $ 8,586 7,090
Interest cost on accumulated postretirement benefit obligation 14,011 13,928
Actual return on plan assets (1,622) -
Net amortization and deferral 1,622 -
------- ------
Net periodic postretirement benefit cost $22,597 21,018
======= ======
</TABLE>
The health care cost trend rate assumption has a significant effect
on the amounts reported. A one percentage point increase in the
assumed health care cost trend rate would increase the accumulated
postretirement benefit obligation as of December 31, 1994 and 1993 by
$8,109 and $15,621, respectively, and the net periodic postretirement
benefit cost for the years ended December 31, 1994 and 1993 by $866 and
$2,377, respectively.
(12) Portfolio Transfer of Credit Life and Credit Accident and Health
----------------------------------------------------------------
On March 13, 1992, WCLIC entered into an assignment and assumption
agreement with American Bankers Life Assurance Company of Florida
(ABLAC) under which ABLAC assumed, by portfolio transfer, substantially
all of WCLIC's credit life and accident and health policies in force as
of January 1, 1992. A pre-tax loss of approximately $15,000 was
recognized from this transaction in 1992. The loss represents
approximately $34,000 of amortization of deferred policy acquisition
costs, less approximately $27,000 in ceded commissions earned, plus
death benefits incurred and other expenses. Under the terms defined in
the assignment and assumption agreement, WCLIC is contingently liable
for adverse development of claims activity up to a defined limit. As
of December 31, 1994, WCLIC has provided for a contingent liability
based on the development of claims experience through December 31,
1994. As of December 31, 1993, WCLIC had provided for the maximum
contingent liability in the absence of conclusive claims experience
development.
(13) Regulatory Risk-Based Capital, Retained Earnings and Dividend
-------------------------------------------------------------
Restrictions
------------
Each insurance company's state of domicile imposes minimum risk-based
capital requirements that were developed by the NAIC. The
formulas for determining the amount of risk-based capital specify
various weighting factors that are applied to financial balances or
various levels of activity based on the perceived degree of risk.
Regulatory compliance is determined by a ratio of the company's
regulatory total adjusted capital, as defined by the NAIC, to its
authorized control level risk-based capital, as defined by the NAIC.
Companies below specific trigger points or ratios are classified
within certain levels, each of which requires specified corrective
action. NLIC and each of its insurance subsidiaries exceed the minimum
risk-based capital requirements.
In accordance with the requirements of the New York statutes, the
Company has agreed with the Superintendent of Insurance of that state
that so long as participating policies and contracts are held by
residents of New York, no profits on participating policies and
contracts in excess of the larger of (a) ten percent of such profits or
(b) fifty cents per year per thousand dollars of participating life
insurance in force, exclusive of group term, at the year-end shall
inure to the benefit of the shareholders. Such New York statutes
further provide that so long as such agreement is in effect, such
excess of profits shall be exhibited as "participating policyholders'
surplus" in annual statements filed with the Superintendent and shall be
used only for the payment or apportionment of dividends to participating
policyholders at least to the extent required by statute or for the
purpose of making up any loss on participating policies.
In the opinion of counsel for the Company, the ultimate ownership of
the entire surplus, however classified, of the Company resides with the
shareholder, subject to the usual requirements under state laws and
regulations that certain deposits, reserves and minimum surplus be
maintained for the protection of the policyholders until all policy
contracts are discharged.
66 of 88
<PAGE> 67
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
(a wholly owned subsidiary of Nationwide Corporation)
Notes to Consolidated Financial Statements, Continued
Based on the opinion of counsel with respect to the ownership of its
surplus, the Company is of the opinion that the earnings attributable
to participating policies in excess of the amounts paid as dividends
to policyholders belong to the shareholder rather than the
policyholders, and such earnings are so treated by the Company.
The amount of shareholder's equity other than capital shares
was $1,904,664, $1,647,353, and $1,426,427 as of December 31,
1994, 1993 and 1992, respectively. The amount thereof not
presently available for dividends to the shareholder due to the New
York restrictions and to adjustments relating to GAAP was $929,934,
$954,037 and $841,583 as of December 31, 1994, 1993 and 1992,
respectively.
Ohio law limits the payment of dividends to shareholders. The
maximum dividend that may be paid by the Company without prior
approval of the Director of the Department of Insurance of the State
of Ohio is limited to the greater of statutory gain from operations of
the preceding calendar year or 10% of statutory shareholder's surplus
as of the prior December 31. Therefore, $1,707,110, of shareholder's
equity, as presented in the accompanying consolidated financial
statements, is restricted as to dividend payments in 1995.
California law limits the payment of dividends to shareholders of
WCLIC. The maximum dividend that may be paid by WCLIC without
prior approval of the Commissioner of the State of California
Department of Insurance is limited to the greater of WCLIC's
statutory net income of the preceding calendar year or 10% of
WCLIC's statutory shareholder's surplus as of the prior December 31.
Therefore, $126,489 of WCLIC's shareholder's equity is restricted as
to dividend payments in 1995.
Wisconsin law limits the payment of dividends to shareholders of ELICW.
The maximum dividend that may be paid by ELICW without prior approval
of the Commissioner of the State of Wisconsin is limited to the greater
of ELICW's statutory net income of the preceding calendar year or 10%
of ELICW s statutory surplus as of the prior December 31, Therefore,
$135,369 of ELICW's shareholder's equity is restricted as to dividend
payments in 1995.
Michigan law limits the payment of dividends to shareholders of NCC.
The maximum dividend that may be paid by NCC without prior approval
of the Commissioner of the State of Michigan Bureau of Insurance is
limited to the greater of NCC's statutory net income, not including
realized capital gains, of the preceding calendar year or 10% of
NCC's statutory shareholder's surplus as of the prior December 31.
Therefore, $66,564 of NCC's shareholder's equity is restricted as to
dividend payments in 1995. In addition, prior approval is not required
for a dividend which does not increase gross leverage to a point in
excess of the United States consolidated industry average for the most
recent available year.
(14) Transactions With Affiliates
----------------------------
Effective December 31, 1994, NLIC purchased all of the outstanding
shares of ELICW from Wausau Service Corporation (WSC) for an
amount approximating $165,000, subject to specified adjustments, if
any, subsequent to year end. NLIC transferred fixed maturity
securities and cash with a fair value of $155,000 to WSC on
December 28, 1994, which resulted in a realized loss of $19,239 on
the disposition of the securities. An accrual approximating $10,000
is reflected in the accompanying consolidated balance sheet. The
purchase price approximated both the historical cost basis and fair
value of net assets of ELICW. ELICW has and will continue to share
home office, other facilities, equipment and common management and
administrative services with WSC.
The deferred compensation annuity line of business of the Company
is primarily sold through Public Employees Benefit Services
Corporation (PEBSCO). The Company paid PEBSCO commissions and
administrative fees of $26,699, $22,681 and $20,146 in 1994, 1993 and
1992, respectively. PEBSCO is a wholly owned subsidiary of Corp.
The Company and NEA Valuebuilder Investor Services, Inc. (NEAVIS) have
contracted with the National Education Association (NEA) to provide
individual annuity contracts to be marketed exclusively to members of
the NEA. The Company paid NEAVIS a marketing development fee of
$11,095, $9,229 and $6,426 in 1994, 1993 and 1992, respectively.
NEAVIS is a wholly owned subsidiary of Corp.
The Company shares home office, other facilities, equipment and
common management and administrative services with affiliates.
67 of 88
<PAGE> 68
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
(a wholly owned subsidiary of Nationwide Corporation)
Notes to Consolidated Financial Statements, Continued
The Company participates in intercompany repurchase agreements
with affiliates whereby the seller will transfer securities to the
buyer at a stated value. Upon demand or a stated period, the
securities will be repurchased by the seller at the original sales
price plus a price differential. Transactions under the agreements
during 1994 and 1993 were not material.
During 1993, the Company sold equity securities with a market value
$194,515 to NMIC, resulting in a realized gain of $122,823. With the
proceeds, the Company purchased securities with a market value of
$194,139 and cash of $376 from NMIC.
Intercompany reinsurance contracts exist between NLIC and NMIC,
NLIC and WCLIC, NLIC and NCC, WCLIC and NMIC and WCLIC and
ELICW as of December 31, 1994. These contracts are immaterial to
the consolidated financial statements.
NCC participates in several 100% quota share reinsurance agreements
with NMIC. NCC serves as the licensed insurer as required for an
affiliated excess and surplus lines company and cedes 100% of direct
written premiums to NMIC. In 1989, NCC transferred 100% of assets and
unearned premiums and loss reserves related to a discontinued block of
assumed reinsurance to NMIC (95.3%) and Nationwide Mutual Fire
Insurance Company (4.7%). Effective January 1, 1993, NCC entered into
a 100% quota share reinsurance agreement to cede to NMIC 100% of all
written premiums not subject to any other reinsurance agreements.
As a result of these agreements, and in accordance with STATEMENT OF
FINANCIAL ACCOUNTING STANDARDS NO. 113 - ACCOUNTING AND REPORTING FOR
REINSURANCE OF SHORT-DURATION AND LONG-DURATION CONTRACTS, the
following amounts are included in the consolidated financial statements
as of December 31, 1994 and 1993 for reinsurance ceded:
<TABLE>
<CAPTION>
1994 1993
-------- --------
<S> <C> <C>
Reinsurance recoverable $575,721 533,401
Unearned premium reserves (118,092) (102,644)
Loss and claim reserves (371,974) (352,303)
Loss and expense reserves (85,655) (78,454)
-------- --------
$ 0 0
======== ========
</TABLE>
The ceding of reinsurance does not discharge the original insurer
from primary liability to its policyholder. The insurer which assumes
the coverage assumes the related liability and it is the practice of
insurers to treat insured risks, to the extent of reinsurance ceded,
as though they were risks for which the original insurer is not liable.
Management believes the financial strength of NMIC reduces to an
acceptable level any risk to NCC under these intercompany reinsurance
agreements.
The Company and various affiliates entered into agreements with
Nationwide Cash Management Company (NCMC) and California Cash
Management Company (CCMC), both affiliates, under which NCMC and CCMC
act as common agents in handling the purchase and sale of short-term
securities for the respective accounts of the participants. Amounts on
deposit with NCMC and CCMC were $92,531 and $28,683 at December 31,
1994 and 1993, respectively, and are included in short-term
investments on the accompanying consolidated balance sheets.
(15) Bank Lines of Credit
--------------------
As of December 31, 1994 and 1993, NLIC had $120,000 of confirmed but
unused bank lines of credit which support a $100,000 commercial paper
borrowing authorization. Additionally, NFS had $27,000 of confirmed
but unused bank lines of credit.
68 of 88
<PAGE> 69
NATIONWIDE LIFE INSURANCE COMPANY AND SUBSIDIARIES
(a wholly owned subsidiary of Nationwide Corporation)
Notes to Consolidated Financial Statements, Continued
(16) Contingencies
-------------
The Company is a defendant in various lawsuits. In the
opinion of management, the effects, if any, of such lawsuits
are not expected to be material to the Company's financial
position or results of operations.
(17) Major Lines of Business
-----------------------
The Company operates in the life and accident and health lines of
business in the life insurance and property and casualty insurance
industries. Life insurance operations include whole life, universal
life, variable universal life, endowment and term life insurance and
annuity contracts issued to individuals and groups. Accident and
health operations also provide coverage to individuals and groups.
The following table summarizes the revenues and income before Federal
income tax and cumulative effect of changes in accounting principles
for the years ended December 31, 1994, 1993 and 1992 and assets as of
December 31, 1994, 1993 and 1992, by line of business.
<TABLE>
<CAPTION>
1994 1993 1992
----------- ---------- ----------
<S> <C> <C> <C>
Revenues:
Life insurance $ 1,577,809 1,479,956 1,406,417
Accident and health 345,544 339,764 475,290
Investment income allocated to capital and surplus 122,847 214,806 51,611
----------- --------- ---------
Total $ 2,046,200 2,034,526 1,933,318
=========== ========= =========
Income before Federal income tax and cumulative
effect of changes in accounting principles:
Life insurance 141,650 83,917 78,627
Accident and health 13,220 15,043 436
Investment income allocated to capital and surplus 118,360 213,941 51,496
----------- --------- ---------
Total $ 273,230 312,901 130,559
=========== ========= =========
Assets:
Life insurance 28,351,628 22,982,186 19,180,561
Accident and health 852,026 773,007 343,535
Capital and surplus 1,908,479 1,651,168 1,430,242
----------- --------- ---------
Total $31,112,133 25,406,361 20,954,338
=========== ========= =========
</TABLE>
Included in life insurance revenues are premiums from certain annuities
with life contingencies of $20,134 ($35,341 and $54,066 for the years
ended December 31, 1993 and 1992, respectively) as well as universal
life and investment product policy charges of $239,021 ($188,057 and
$148,464 for the years ended December 31, 1993 and 1992 respectively)
for the year ended December 31, 1994.
Allocations of investment income and certain general expenses were
based on a number of assumptions and estimates, and reported operating
results would change by line if different methods were applied.
Investment income and realized gains allocable to policyholders in 1994
were $1,193,292 and $1,775, respectively.
(18) Subsequent Event
----------------
On January 30, 1995, FHLIC received approval from the Ohio Secretary of
State to change its name to Nationwide Life and Annuity Insurance
Company.
69 of 88
<PAGE> 70
<TABLE>
<CAPTION>
PART C. OTHER INFORMATION
Item 24. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements: PAGE
<S> <C>
(1) Financial statements and schedule included
in Prospectus
(Part A):
Condensed Financial Information for each of N/A
the years in the ten year period ended
December 31, 1994.
(2) Financial statements and schedule included
in Part B:
Those financial statements and schedule 33
required by Item 23 to be included in Part B
have been incorporated therein by reference
to the Prospectus (Part A).
Nationwide Variable Account-II:
Independent Auditors' Report. 33
Statement of Assets, Liabilities and Contract 34
Owners' Equity as of December 31, 1994.
Statements of Operations and Changes in 35
Contract Owners' Equity for the years ended
December 31, 1994, 1993 and 1992.
Notes to Financial Statements. 36
Schedule 1. 37
Nationwide Life Insurance Company:
Independent Auditors' Report. 47
Consolidated Balance Sheets as of December 48
31, 1994 and 1993.
Consolidated Statements of Income for the 49
years ended December 31, 1994, 1993 and
1992.
Consolidated Statements of Shareholder's 50
Equity for the years ended December 31,
1994, 1993 and 1992.
Consolidated Statements of Cash Flows for 51
the years ended December 31, 1994, 1993
and 1992.
Notes to Consolidated Financial Statements. 52
</TABLE>
70 of 88
<PAGE> 71
Item 24. (b) Exhibits
(1) Resolution of the Depositor's Board of
Directors authorizing the establishment of the
Registrant - Filed previously with the Registration
Statement for the Nationwide Variable Account-II
(File No. 2-75059), and hereby incorporated herein
by reference.
(2) Not Applicable
(3) Underwriting or Distribution of contracts
between the Registrant and Principal
Underwriter - Filed previously with the
Registration Statement for the Nationwide Variable
Account-II (File No. 2-75059), and hereby
incorporated herein by reference.
(4) The form of the variable annuity contract -
Attached hereto.
(5) Variable Annuity Application - Attached
hereto.
(6) Articles of Incorporation of Depositor -
Filed previously with the Registration Statement
for the Nationwide Variable Account-II (File No.
2-75059), and hereby incorporated herein by
reference.
(7) Not Applicable
(8) Not Applicable
(9) Opinion of Counsel - Attached hereto.
(10) Not Applicable
(11) Not Applicable
(12) Not Applicable
(13) Not Applicable
71 of 88
<PAGE> 72
Item 25. DIRECTORS AND OFFICERS OF THE DEPOSITOR
<TABLE>
<CAPTION>
NAME AND PRINCIPAL POSITIONS AND OFFICES
BUSINESS ADDRESS WITH DEPOSITOR
<S> <C>
Lewis J. Alphin Director
519 Bethel Church Road
Mount Olivet, NC 28365
Willard J. Engel Director
1100 East Main Street
Marshall, MN 56258
Fred C. Finney Director
1558 West Moreland Road
Wooster, OH 44691
Peter F. Frenzer President and Chief Operating Officer
One Nationwide Plaza and Director
Columbus, OH 43215
Charles L. Fuellgraf, Jr. Director
600 South Washington Street
Butler, PA 16001
Henry S. Holloway Chairman of the
1247 Stafford Road Board
Darlington, MD 21034
D. Richard McFerson President and Chief Executive Officer-
One Nationwide Plaza Nationwide Insurance Enterprise
Columbus, OH 43215 and Director
David O. Miller Director
115 Sprague Drive
Hebron, Ohio 43025
C. Roy Noecker Director
2770 State Route 674 South
Ashville, OH 43103
James F. Patterson Director
8765 Mulberry Road
Chesterland, OH 44026
Robert H. Rickel Director
P.O. Box 319
Bayview, ID 83803
</TABLE>
72 of 88
<PAGE> 73
<TABLE>
<CAPTION>
NAME AND PRINCIPAL POSITIONS AND OFFICES
BUSINESS ADDRESS WITH DEPOSITOR
<S> <C>
Arden L. Shisler Director
2724 West Lebanon Road
Dalton, OH 44618
Robert L. Stewart Director
88740 Fairview Road
Jewett, OH 43986
Nancy C. Thomas Director
10835 Georgetown Street NE
Louisville, OH 44641
Harold W. Weihl Director
14282 King Road
Bowling Green, OH 43402
Gordon E. McCutchan Executive Vice President,
One Nationwide Plaza Law and Corporate Services
Columbus, OH 43215 and Secretary
Robert A. Oakley Executive Vice President-
One Nationwide Plaza Chief Financial Officer
Columbus, Ohio 43215
James E. Brock Senior Vice President -
One Nationwide Plaza Investment Product Operations
Columbus, OH 43215
W. Sidney Druen Senior Vice President and General
One Nationwide Plaza Counsel and Assistant Secretary
Columbus, OH 43215
Harvey S. Galloway, Jr. Senior Vice President-Chief Actuary-
One Nationwide Plaza Life, Health, and Annuities
Columbus, OH 43215
Richard A. Karas Senior Vice President - Sales
One Nationwide Plaza Financial Services
Columbus, OH 43215
Carl J. Santillo Senior Vice President
One Nationwide Plaza Life and Health Operations
Columbus, OH 43215
Michael D. Bleiweiss Vice President-
One Nationwide Plaza Deferred Compensation
Columbus, OH 43215
</TABLE>
73 of 88
<PAGE> 74
<TABLE>
<CAPTION>
NAME AND PRINCIPAL POSITIONS AND OFFICES
BUSINESS ADDRESS WITH DEPOSITOR
<S> <C>
Matthew S. Easley Vice President -
One Nationwide Plaza Annuity and Pension Actuarial
Columbus, OH 43215
Ronald L. Eppley Vice President-
One Nationwide Plaza Pensions
Columbus, OH 43215
Timothy E. Murphy Vice President-Strategic
One Nationwide Plaza Planning/Marketing
Columbus, Ohio 43215
R. Dennis Noice Vice President-
One Nationwide Plaza Individual Investment Products
Columbus, OH 43215
Joseph P. Rath Vice President -
One Nationwide Plaza Associate General Counsel
Columbus, OH 43215
</TABLE>
Item 26. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE DEPOSITOR
OR REGISTRANT.
* Subsidiaries for which separate financial statements are
filed
** Subsidiaries included in the respective consolidated
financial statements
*** Subsidiaries included in the respective group financial
statements filed for unconsolidated subsidiaries
**** other subsidiaries
74 of 88
<PAGE> 75
<TABLE>
<CAPTION>
NO. VOTING SECURITIES
(SEE ATTACHED CHART)
STATE OF UNLESS OTHERWISE
COMPANY ORGANIZATION INDICATED PRINCIPAL BUSINESS
<S> <C> <C>
Nationwide Mutual Insurance Company Ohio Insurance Company
(Casualty)
Nationwide Mutual Fire Insurance Company Ohio Insurance Company
Nationwide Investing Foundation Michigan Investment Company
Nationwide Insurance Enterprise Ohio Membership Non-Profit
Foundation Corporation
Nationwide Insurance Golf Charities, Ohio Membership Non-Profit
Inc. Corporation
Farmland Mutual Insurance Company Iowa Insurance Company
F & B, Inc. Iowa Insurance Agency
Farmland Life Insurance Company Iowa Life Insurance Company
Nationwide Agribusiness Insurance Iowa Insurance Company
Company
Colonial Insurance Company of California California Insurance Company
Nationwide General Insurance Company Ohio Insurance Company
Nationwide Property & Casualty Insurance Ohio Insurance Company
Company
** Nationwide Life and Annuity Insurance Ohio Life Insurance Company
Company
Scottsdale Insurance Company Ohio Insurance Company
Scottsdale Indemnity Company Ohio Insurance Company
Neckura Insurance Company Germany Insurance Company
Neckura Life Insurance Company Germany Life Insurance Company
Neckura General Insurance Company Germany Insurance Company
Columbus Service, GMBH Germany Insurance Broker
Auto-Direkt Insurance Company Germany Insurance Company
Neckura Holding Company Germany Administrative service for
Neckura Insurance Group
SVM Sales GMBH, Neckura Insurance Group Germany Sales support for Neckura
Insurance Group
</TABLE>
75 of 88
<PAGE> 76
<TABLE>
<CAPTION>
NO. VOTING SECURITIES
(SEE ATTACHED CHART)
STATE OF UNLESS OTHERWISE
COMPANY ORGANIZATION INDICATED PRINCIPAL BUSINESS
<S> <C> <C>
Lone Star General Agency, Inc. Texas Insurance Agency
Colonial County Mutual Insurance Company Texas Insurance Company
Nationwide Communications Inc. Ohio Radio Broadcasting Business
Nationwide Community Urban Redevelopment Ohio Redevelopment of blighted
Corporation areas within the City of
Columbus, Ohio
Insurance Intermediaries, Inc. Ohio Insurance Broker and
Insurance Agency
Nationwide Cash Management Company Ohio Investment Securities Agent
California Cash Management Company California Investment Securities Agent
Nationwide Development Company Ohio Owns, leases and manages
commercial real estate
Allnations, Inc. Ohio Promotes cooperative
insurance corporations
worldwide
Gates, McDonald & Company of New York New York Workers Compensation Claims
Administration
Nationwide Indemnity Company Ohio Reinsurance Company
NWE, Inc. Ohio Special Investments
</TABLE>
76 of 88
<PAGE> 77
<TABLE>
<CAPTION>
NO. VOTING SECURITIES
(SEE ATTACHED CHART)
STATE OF UNLESS OTHERWISE
COMPANY ORGANIZATION INDICATED PRINCIPAL BUSINESS
<S> <C> <C>
Nationwide Corporation Ohio Organized for the purpose
of acquiring, holding,
encumbering, transferring,
or otherwise disposing of
shares, bonds, and other
evidences of indebtedness,
securities, and contracts
of other persons,
associations, corporations,
domestic or foreign and to
form or acquire the control
of other corporations
Nationwide Health Care Corporation Ohio Develops and operates
Managed Care Delivery
System
InHealth, Inc. Ohio Health Maintenance
Organization (HMO)
InHealth Agency, Inc. Ohio Insurance Agency
InHealth Management Systems, Inc. Ohio Develops and operates
Managed Care Delivery
System
** West Coast Life Insurance Company California Life Insurance Company
Gates, McDonald & Company Ohio Cost Control Business
Gates, McDonald & Company of Nevada Nevada Self-Insurance
Administration, Claims
Examining, and Data
Processing Services
Nationwide Investors Services, Inc. Ohio Stock Transfer Agent
Leber Direkt Insurance Company Germany Life Insurance Company
** Nationwide Life Insurance Company Ohio Life Insurance Company
</TABLE>
77 of 88
<PAGE> 78
<TABLE>
<CAPTION>
NO. VOTING SECURITIES
(SEE ATTACHED CHART)
STATE OF UNLESS OTHERWISE
COMPANY ORGANIZATION INDICATED PRINCIPAL BUSINESS
<S> <C> <C>
** Nationwide Property Management, Inc. Ohio Owns, leases, manages and
deals in Real Property.
** MRM Investments, Inc. Ohio Owns and operates a
Recreational Ski Facility
** National Casualty Company Michigan Insurance Company
** Nationwide Financial Services, Inc. Ohio Registered Broker-Dealer,
Investment Manager and
Administrator
** Nationwide Separate Account Trust Massachusetts Investment Company
Nationwide Investing Foundation II Massachusetts Investment Company
** Financial Horizons Investment Trust Massachusetts Investment Company
PEBSCO Securities Corp. Oklahoma Registered Broker-Dealer in
Deferred Compensation
Market
** National Premium and Benefit Delaware Insurance Administrative
Administration Company Services
Public Employees Benefit Services Delaware Marketing and
Corporation Administration of Deferred
Employee Compensation Plans
for Public Employees
PEBSCO of Massachusetts Insurance Massachusetts Markets and Administers
Agency, Inc. Deferred Compensation Plans
for Public Employees
</TABLE>
78 of 88
<PAGE> 79
<TABLE>
<CAPTION>
NO. VOTING SECURITIES
(SEE ATTACHED CHART)
STATE OF UNLESS OTHERWISE
COMPANY ORGANIZATION INDICATED PRINCIPAL BUSINESS
<S> <C> <C>
Public Employees Benefit Services Alabama Markets and Administers
Corporation of Alabama Deferred Compensation Plans
for Public Employees
Public Employees Benefit Services Montana Markets and Administers
Corporation of Montana Deferred Compensation Plans
for Public Employees
PEBSCO of Texas, Inc. Texas Markets and Administers
Deferred Compensation Plans
for Public Employees
Public Employees Benefit Services Arkansas Markets and Administers
Corporation of Arkansas Deferred Compensation Plans
for Public Employees
Public Employees Benefit Services New Mexico Markets and Administers
Corporation of New Mexico Deferred Compensation Plans
for Public Employees
Wausau Lloyds Texas Texas Lloyds Company
Wausau Service Corporation Wisconsin Holding Company
American Marine Underwriters, Inc. Florida Underwriting Manager
Greater La Crosse Health Plans, Inc. Wisconsin Writes Commercial Health
and Medicare Supplement
Insurance
Wausau Business Insurance Company Illinois Insurance Company
Wausau Preferred Health Insurance Wisconsin Insurance and Reinsurance
Company Company
Wausau Insurance Co. Limited (U.K.) United Kingdom Insurance and Reinsurance
Company
Wausau Underwriters Insurance Company Wisconsin Insurance Company
Employers Life Insurance Company of Wisconsin Life Insurance Company
Wausau
</TABLE>
79 of 88
<PAGE> 80
<TABLE>
<CAPTION>
NO. VOTING SECURITIES
(SEE ATTACHED CHART)
STATE OF UNLESS OTHERWISE
COMPANY ORGANIZATION INDICATED PRINCIPAL BUSINESS
<S> <C> <C>
Employers Insurance of Wausau Wisconsin Insurance Company
A Mutual Company
Wausau General Insurance Company Illinois Insurance Company
Countrywide Services Corporation Delaware Products Liability,
Investigative and Claims
Management Services
Wausau International Underwriters California Special Risks, Excess and
Surplus Lines Insurance
Underwriting Manager
Companies Agency, Inc. (Wisconsin) Wisconsin Insurance Broker
Companies Agency Insurance Services of California Insurance Broker
California, Inc.
Companies Agency of Idaho, Inc. Idaho Insurance Broker
Key Health Plan, Inc. California Pre-paid health plans
Pension Associates of Wausau, Inc. Wisconsin Pension plan
administration, record
keeping and consulting and
compensation consulting
Companies Agency of Phoenix, Inc. Arizona Insurance Broker
Companies Agency of Illinois, Inc. Illinois Acts as Collection Agent
for Policies placed through
Brokers
Companies Agency of Kentucky, Inc. Kentucky Insurance Broker
Companies Agency of Alabama, Inc. Alabama Insurance Broker
Companies Agency of Pennsylvania, Inc. Pennsylvania Insurance Broker
Companies Agency of Massachusetts, Inc. Massachusetts Insurance Broker
Companies Agency of New York, Inc. New York Insurance Broker
Nationwide Financial Institution Oklahoma Life Insurance Agency
Distributors Agency of Oklahoma, Inc.
Nationwide Financial Institution Delaware Insurance Agency
Distributors Agency, Inc.
</TABLE>
80 of 88
<PAGE> 81
<TABLE>
<CAPTION>
NO. VOTING SECURITIES
(SEE ATTACHED CHART)
STATE OF UNLESS OTHERWISE
COMPANY ORGANIZATION INDICATED PRINCIPAL BUSINESS
<S> <C> <C>
Nationwide Financial Institution Ohio Insurance Agency
Distributors Agency of Ohio, Inc.
Landmark Financial Services of New York, New York Life Insurance Agency
Inc.
Nationwide Financial Institution Alabama Life Insurance Agency
Distributors Agency of Alabama, Inc.
Financial Horizons Securities Oklahoma Broker Dealer
Corporation
Affiliate Agency of Ohio, Inc. Ohio Life Insurance Agency
Affiliate Agency, Inc. Delaware Life Insurance Agency
NEA Valuebuilder Investor Services, Inc. Delaware Life Insurance Agency
NEA Valuebuilder Investor Services of Alabama Life Insurance Agency
Alabama, Inc.
NEA Valuebuilder Investor Services of Massachusetts Life Insurance Agency
Massachusetts, Inc.
NEA Valuebuilder Investor Services of Ohio Life Insurance Agency
Ohio, Inc.
NEA Valuebuilder Investor Services of Texas Life Insurance Agency
Texas, Inc.
NEA Valuebuilder Investor Services of Oklahoma Life Insurance Agency
Oklahoma, Inc.
Nationwide Financial Institution Texas Life Insurance Agency
Distributors Agency of Texas, Inc.
Colonial General Insurance Agency, Inc. Arizona Insurance Agency
The Beak and Wire Corporation Ohio Radio Tower Joint Venture
Video Eagle, Inc. Ohio Operates Several Video
Cable Systems
</TABLE>
81 of 88
<PAGE> 82
<TABLE>
<CAPTION>
NO. VOTING SECURITIES
(SEE ATTACHED CHART)
STATE OF UNLESS OTHERWISE
COMPANY ORGANIZATION INDICATED PRINCIPAL BUSINESS
<S> <C> <C> <C>
* MFS Variable Account Ohio Nationwide Life Issuer of Annuity Contracts
Separate Account
* Nationwide Multi-Flex Variable Account Ohio Nationwide Life Issuer of Annuity Contracts
Separate Account
* Nationwide Variable Account-II Ohio Nationwide Life Issuer of Annuity Contracts
Separate Account
* Nationwide Variable Account Ohio Nationwide Life Issuer of Annuity Contracts
Separate Account
* Nationwide DC Variable Account Ohio Nationwide Life Issuer of Annuity Contracts
Separate Account
* Separate Account No. 1 Ohio Nationwide Life Issuer of Annuity Contracts
Separate Account
* Nationwide VLI Separate Account Ohio Nationwide Life Issuer of Life Insurance
Separate Account Contracts
* Nationwide Variable Account-3 Ohio Nationwide Life Issuer of Annuity Contracts
Separate Account
* Nationwide VLI Separate Account-2 Ohio Nationwide Life Issuer of Life Insurance
Separate Account Contracts
* Nationwide VA Separate Account-A Ohio Nationwide Life and Issuer of Annuity Contracts
Annuity Separate
Account
* Nationwide Variable Account-4 Ohio Nationwide Life Issuer of Annuity Contracts
Separate Account
* Nationwide Variable Account-5 Ohio Nationwide Life Issuer of Annuity Contracts
Separate Account
* NACo Variable Account Ohio Nationwide Life Issuer of Annuity Contracts
Separate Account
* Nationwide VLI Separate Account-3 Ohio Nationwide Life Issuer of Life Insurance
Separate Account Contracts
* Nationwide VL Separate Account-A Ohio Nationwide Life and Issuer of Life Insurance
Annuity Separate Contracts
Account
* Nationwide Variable Account-6 Ohio Nationwide Life Issuer of Annuity Contracts
Separate Account
* Nationwide Fidelity Advisor Variable Ohio Nationwide Life Issuer of Annuity Contracts
Account Separate Account
* Nationwide VA Separate Account-C Ohio Nationwide Life and Issuer of Annuity Contracts
Annuity Separate
Account
* Nationwide VA Separate Account-B Ohio Nationwide Life and Issuer of Annuity Contracts
Annuity Separate
Account
* Nationwide VA Separate Account-Q Ohio Nationwide Life and Issuer of Annuity Contracts
Annuity Separate
Account
* Nationwide Variable Account-8 Ohio Nationwide Life Issuer of Annuity Contracts
Separate Account
</TABLE>
82 of 88
<PAGE> 83
<TABLE>
<CAPTION>
NATIONWIDE INSURANCE ENTERPRISE (left side}
______________________
| NATIONWIDE INSURANCE |
| GOLF CHARITIES, INC. |
| |
| MEMBERSHIP |
| NONPROFIT |
| CORPORATION |
|______________________|
<S> <C> <C>
________________________________________________________________________________________________
| EMPLOYERS INSURANCE OF WAUSAU |
| A MUTUAL COMPANY |
| |=================================
| Contribution Note Cost |
| ----------------- ---- |
| Casualty $400,000,000 |
|________________________________________________________________________________________________|
| |
_____________|_________________ _____________|__________________ _____________________
| WAUSAU INSURANCE CO. | | WAUSAU SERVICE | | |
| (U.K.) LIMITED | | CORPORATION (WSC) | | |
| | | | | WAUSAU LLOYDS |
| Common Stock: 8,506,800 | | Common Stock: 1,000 | | |
| ------------- Shares | | ------------- Shares |=============| |
| | | | | |
| Cost | | Cost | | |
| ---- | | ---- | | A TEXAS LLOYDS |
| Employers-- | | Employers-- | | |
| 100% $15,683,300 | | 100% $106,763,000 | | |
|_______________________________| |________________________________| |_____________________|
|
| ______________________________
| | WAUSAU BUSINESS |
| | INSURANCE COMPANY |
| | |
| | Common Stock: 5,900,000 |
|____| ------------- Shares |
| | |
| | Cost |
| | ----- |
| | WSC-100% $11,800,000 |
| |______________________________|
|
| ______________________________
| | WAUSAU UNDERWRITERS |
| | INSURANCE COMPANY |
| | |
| | Common Stock: 8,750 |
|____| ------------- Shares |
| | |
| | Cost |
| | ---- |
| | WSC-100% $24,560,006 |
| |______________________________|
|
| ______________________________
| | GREATER LA CROSSE |
| | HEALTH PLANS, INC. |
| | |
| | Common Stock: 3,000 |
|____| ------------- Shares |
| | |
| | Cost |
| | ---- |
| | WSC-33.3% $861,761 |
| |______________________________|
|
| ______________________________
| | COMPANIES AGENCY |
| | OF ALABAMA, INC. |
| | |
| | Common Stock: 1,000 |
|____| ------------- Shares |
| | |
| | Cost |
| | ---- |
| | WSC-100% $100 |
| |______________________________|
|
|
| ______________________________
| | COMPANIES AGENCY |
| | OF KENTUCKY, INC. |
| | |
| | Common Stock: 1,000 |
|____| ------------ Shares |
| | |
| | Cost |
| | ---- |
| | WSC-100% $1,000 |
| |______________________________|
|
|
| ______________________________
| | COMPANIES AGENCY |
| | OF PENNSYLVANIA, INC. |
| | |
| | Common Stock: 1,000 |
|____| ------------- Shares |
| | |
| | Cost |
| | ---- |
| | WSC-100% $100 |
| |______________________________|
|
|
| ______________________________
| | COMPANIES AGENCY |
| | OF MASSACHUSETTS, INC. |
| | |
| | Common Stock: 1,000 |
|____| ------------- Shares |
| | |
| | Cost |
| | ---- |
| | WSC-100% $1,000 |
| |______________________________|
|
|
| ______________________________
| | COMPANIES AGENCY |
| | OF NEW YORK, INC. |
| | |
| | Common Stock: 1,000 |
|____| ------------- Shares |
| | |
| | Cost |
| | ---- |
| | WSC-100% $1,000 |
| |______________________________|
|
|
| ______________________________
| | COMPANIES AGENCY |
| | OF IDAHO, INC. |
| | |
| | Common Stock: 1,000 |
|____| ------------- Shares |
| | |
| | Cost |
| | ---- |
| | WSC-100% $1,000 |
| |______________________________|
|
|
| ______________________________
| | COMPANIES AGENCY |
| | OF PHOENIX |
| | |
| | Common Stock: 1,000 |
|____| ------------- Shares |
| | |
| | Cost |
| | ---- |
| | WSC-100% $1,000 |
| |______________________________|
|
|
| ______________________________
| | COUNTRYWIDE SERVICES |
| | CORPORATION |
| | |
| | Common Stock: 100 |
|____| ------------- Shares |
| | |
| | Cost |
| | ---- |
| | WSC-100% $145,852 |
| |______________________________|
|
|
| ______________________________
| | WAUSAU GENERAL |
| | INSURANCE COMPANY |
| | |
| | Common Stock: 200,000 |
|____| ------------ Shares |
| | |
| | Cost |
| | ---- |
| | WSC-100% $31,000,000 |
| |______________________________|
|
| ______________________________
| | WAUSAU INTERNATIONAL |
| | UNDERWRITERS |
| | |
| | Common Stock: 1,000 |
|____| ------------- Shares |
| | |
| | Cost |
| | ---- |
| | WSC-100% $10,000 |
| |______________________________|
|
| ______________________________
| | COMPANIES AGENCY |
| | INSURANCE SERVICES |
| | OF CALIFORNIA |
| | |
|____| Common Stock: 1,000 |
| | ------------- Shares |
| | |
| | Cost |
| | ---- |
| | WSC-100% $1,000 |
| |______________________________|
|
| ______________________________
| | AMERICAN MARINE |
| | UNDERWRITERS, INC. (AMU) |
| | |
| | Common Stock: 20 |
|____| ------------- Shares |
| | |
| | Cost |
| | ---- |
| | WSC-100% $248,222 |
| |______________________________|
|
| ______________________________
| | COMPANIES AGENCY |
| | OF ILLINOIS, INC. |
| | |
| | Common Stock: 250 |
|____| ------------- Shares |
| | |
| | Cost |
| | ---- |
| | WSC-100% $2,500 |
| |______________________________|
|
| ______________________________ _____________________________
| | COMPANIES AGENCY, INC. | | PENSION ASSOCIATES |
| | (WISCONSIN) | | OF WAUSAU, INC. |
| | | | |
| | Common Stock: 100 | | Common Stock: 1,000 |
|____| ------------- Shares |____| ------------- Shares |
| | | |
| Cost | | Companies Cost |
| ---- | | Agency, Inc. ---- |
| WSC-100% $10,000 | | (Wisconsin) -- $10,000 |
|______________________________| | 100% |
|_____________________________|
</TABLE>
<PAGE> 84
<TABLE>
<CAPTION>
NATIONWIDE INSURANCE ENTERPRISE (right side)
<S> <C> <C> <C>
_________________________________
| NATIONWIDE ENTERPRISE INSURANCE |
| FOUNDATION |
| |
| MEMBERSHIP |
| NONPROFIT |
| CORPORATION |
|_________________________________|
_________________________________________ ___________________________
| | | |
===| NATIONWIDE MUTUAL |=============================================| NATIONWIDE MUTUAL |
| (CASUALTY) | | FIRE |
|_________________________________________| |___________________________|
| | | |__________________________________________________________________ :
| | | | | :
______________|__________ | | | _____________________________ _____________|_:____________________
| ALLNATIONS | | | | | NATIONWIDE | | NATIONWIDE |
| | | | | | GENERAL | | CORPORATION |
| Common Stock: 2,939 | | | | | | | |
| ------------- Shares | | | | | Common Stock: 20,000 Shares | | Common Stock: Control |
| | | | |___| ------------- | | ------------- ------- |
| Cost | | | | | | | $13,092,790 100% |
| ---- | | | | | Cost | | |
| Casualty-26% $88,320 | | | | | ---- | | Shares Cost |
| Fire-26% $88,463 | | | | | Casualty-100% $5,944,422 | | ----- ---- |
|_________________________| | | | |_____________________________| | Casualty $12,443,280 $710,293,557 |
| | | | Fire 649,510 24,007,936 |
_________________________ | | | _____________________________ | |
| FARMLAND MUTUAL | | | | | NATIONWIDE PROPERTY | | (See Page 2) |
| INSURANCE COMPANY | | | | | AND CASUALTY | |____________________________________|
| | | | | | |
| Guaranty Fund |____| | | | Common Stock: 60,000 Shares |
| ------------- |______| |___| ------------- |
| Certificate | | | |
| ----------- | | | Cost |
| | | | ---- |
| Cost | | | Casualty-100% $6,000,000 |
| ---- | | |_____________________________|
| Casualty $500,000 | |
|_________________________| | _____________________________
| | | COLONIAL INS. CO. |
_______________|___________ | | OF CALIFORNIA |
| F & B, INC. | | | |
| | | | Common Stock: 1,750 Shares |
| Common Stock: 1 Share | |___| ------------- |
| ------------- | | | |
| | | | Cost |
| Cost | | | ---- |
| ---- | | | Casualty-100% $11,750,000 |
| Farmland Mutual- $10 | | |_____________________________|
| 100% | |
|___________________________| | _____________________________ __________________________
____________________________ | | SCOTTSDALE | | COLONIAL GENERAL |
| FARMLAND LIFE | | | INSURANCE COMPANY | | INSURANCE AGENCY, INC. |
| INSURANCE COMPANY | | | | | |
| | | | Common Stock: 30,136 Shares | | Common Stock: 1 Share |
| Common Stock: 1,000,000 |___|___| ------------- |______| ------------ |
| ------------- Shares | | | | | |
| | | | Cost | | Cost |
| Cost | | | ---- | | ---- |
| ---- | | | Casualty-100% $150,000,000 | | Scottsdale- $1,082,336 |
| Casualty-100% $23,826,196 | | |_____________________________| | 100% |
|____________________________| | |__________________________|
| _____________________________
| | NATIONWIDE AGRIBUSINESS |
| | INS. CO. |
| | |
| | Common Stock: 1,000,000 |
| | ------------- Shares |
| | |
|___| Casualty- Cost |
| | 99.9% ---- |
| | $26,300,981 |
| | Other Capital: |
| | Casualty- |
| | Ptd. $713,567 |
| |_____________________________|
|
| _____________________________ ______________________________
| | NECKURA HOLDING CO. | | NECKURA |
| | (NECKURA) | | INSURANCE CO. |
| | | | |
| | Common Stock: 10,000 Shares | | Common Stock: 6,000 Shares |
|___| ------------- |____________________| ------------- |
| | | | | |
| | Cost | | | Cost |
| | --- | | | ---- |
| | Casualty-100% $87,943,140 | | | Neckura-100% DM 6,000,000 |
| |_____________________________| | |______________________________|
| |
| |
| | _____________________________
| | | NECKURA LIFE |
| | | |
| | | Common Stock: 4,000 Shares |
| |_____| ------------- |
| | | |
| | | Cost |
| | | ---- |
| | | Neckura-100% DM 15,825,681 |
| | |_____________________________|
| |
| | _____________________________
| | | NECKURA GENERAL |
| | | AUTO INSURANCE CO. |
| | | |
| | | Common Stock: 1,500 Shares |
| |_____| ------------ |
| | | |
| | | Cost |
| | | ---- |
| | | Neckura-100% DM 1,656,925 |
| | |_____________________________|
| |
| | _____________________________
| | | COLUMBUS SERVICE |
| | | GmbH |
| | | |
| | | Common Stock: 1 Share |
| |_____| ------------- |
| | | |
| | | Cost |
| | | ----- |
| | | Neckura-100% DM 51,639 |
| | |_____________________________|
| |
| | _____________________________
| | | AUTO DIRECT |
| | | INSURANCE CO. |
| | | |
| | | Common Stock: 1,500 Shares |
| | | ------------- |
| |_____| |
| | | Cost |
| | | ---- |
| | | Neckura-100% DM 1,643,149 |
| | |_____________________________|
| |
| _____________________________ | ____________________________
| | NATIONWIDE | | | SVM SALES |
| | DEVELOPMENT | | | GmbH |
| | | | | |
| | Common Stock: 99,000 Shares | | | Common Stock: 50 Shares |
| | ------------- | |_____| ------------- |
| | | | |
|___| Cost | | Cost |
| | --- | | ---- |
| | Casualty-100% $15,100,000 | | Neckura-100% DM 50,000 |
| | Other Capital: | |____________________________|
| | -------------- |
| | Casualty-Ptd. $ 2,796,100 |
| |_____________________________|
|
|
| _____________________________
| | SCOTTSDALE |
| | INDEMNITY |
| | |
|___| Common Stock: 50,000 Shares |
| | ------------- |
| | |
| | Cost |
| | ---- |
| | Casualty-100% $8,800,000 |
| |_____________________________|
|
| _____________________________
| | NATIONWIDE INDEMNITY |
| | |
| | Common Stock: 28,000 Shares |
|___| ------------- |
| | |
| | Cost |
| | ---- |
| | Casualty-100% $294,529,000 |
| |_____________________________|
|
| _____________________________ __________________________
| | LONE STAR | | COLONIAL COUNTY MUTUAL |
| | GENERAL AGENCY, INC. | | INSURANCE COMPANY |
| | | | |
| | Common Stock: 1,000 Shares | | Surplus Debentures: |
|___| ------------- |______| ------------------- |
| | |______| |
| | Cost | | Cost |
| | ---- | | ---- |
| | Casualty $5,000,000 | | Colonial $500,000 |
| | 100% | | Lone Star 150,000 |
| |_____________________________| |__________________________|
|
| _____________________________
| | NATIONWIDE |
| | COMMUNITY URBAN |
| | REDEVELOPMENT |
| | |
| | Common Stock: 10 Shares |
|___| ------------- |
| | |
| | Cost |
| | ---- |
| | Casualty-100% $1,000 |
| |_____________________________|
|
| _____________________________
| | INSURANCE |
| | INTERMEDIARIES, INC. |
| | |
| | Common Stock: 1,615 Shares |
|___| ------------- |
| | |
| | Cost |
| | ---- |
| | Casualty-100% $1,615,000 |
| |_____________________________|
|
| _____________________________
| | NATIONWIDE |
| | CASH MANAGEMENT |
| | |
| | Common Stock: 100 Shares |
| | ------------- |
|___| |
| | Cost |
| | ---- |
| | Casualty-90% $9,000 |
| | NW Fin Serv- 1,000 |
| | 10% |
| |_____________________________|
|
|
| _____________________________ __________________________
| | CALIFORNIA | | VIDEO EAGLE INC. |
| | CASH MANAGEMENT | | |
| | | | Common Stock: 750 Shares |
| | Common Stock: 90 Shares | | ------------- |
|___| ------------- | ____| |
| | | | | Cost |
| | Cost | | | ---- |
| | ---- | | | NW Comm.- $0 |
| | Casualty-100% $9,000 | | | 100% |
| |_____________________________| | |__________________________|
| |
| |
| |
| _____________________________ | __________________________
| | NATIONWIDE | | | THE BEAK AND |
| | COMMUNICATIONS INC. | | | WIRE CORPORATION |
| | | | | |
| | Common Stock: 14,750 Shares | | | Common Stock: 750 Shares |
|___| ------------- |__|___| ------------- |
| | | |
| Cost | | Cost |
| ---- | | ---- |
| Casualty-100% $11,510,000 | | NW Comm- $531,000 |
| | | 100% |
| Other Capital: | |__________________________|
| -------------- |
| Casualty-Ptd. 1,000,000 |
|_____________________________|
<FN>
Subsidiary Companies - Solid Line
Associated Companies - Dotted Line
Contractural Association - Double Line
December 31, 1994
</TABLE>
83 of 88
<PAGE> 85
<TABLE>
<CAPTION>
NATIONWIDE INSURANCE ENTERPRISE (left side)
<S> <C> <C>
_______________________________________
| |
| EMPLOYERS INSURANCE |___________________________________________
| OF WAUSAU |___________________________________________
| A MUTUAL COMPANY |
|_______________________________________|
__________________________
|
____________|__________________
| NATIONWIDE LIFE |
| Common Stock: 3,814,779 |
| ------------- Shares |
| |
| NW Corp.- Cost |
| 100% ---- |
| $909,179,664 |
|______________________________|
|
_________________________________________________________________________________|
| | |
____________|____________ ___________|_______________ | ______________________________
| NATIONWIDE | | NATIONAL CASUALTY | | | FINANCIAL HORIZONS |
| FINANCIAL SERVICES | | Common Stock: 100 Shares | | | LIFE |
| Common Stock: 7,676 | | ------------- | | | Common Stock: 66,000 |
______| ------------- Shares | _____| | |_______| ------------- Shares |
| ____| Cost | | | Cost | | | NW Life- Cost |
| | | ---- | | | ---- | | | 100% ---- |
| | | NW Life-100% $5,996,261 | | | NW Life-100% $66,132,811 | | | $58,070,003 |
| | |_________________________| | |___________________________| | |______________________________|
| | | | | |
| | _________________________ | ___________|_|_____________ |
| | | NATIONWIDE | | | | |
| | | INVESTOR SERVICES | | | | |
| | | Common Stock: 5 Shares | | | NCC OF AMERICA, | |
| |____| ------------- | | | INC. (INACTIVE) | | ______________________________
| | | | | | | | | WEST COAST LIFE |
| | | NW Fin. Serv.- Cost | | | | | | Common Stock: 1,000,000 |
| | | 100% ---- | | | | | | ------------- Shares |
| | | $5,000 | | | | |_______| Cost |
| | |_________________________| | |___________________________| | | ---- |
| | | | | NW Life-100% $92,762,014 |
| | _________________________ | ___________________________ | |______________________________|
| | | NATIONWIDE | | | HICKEY-MITCHELL | |
| | | INVESTING | | | INSURANCE AGENCY | |
| | | FOUNDATION | | | Common Stock: 101 Shares | |
| |____| | |_____| ----------- | |
| ____| | | | | ______________________________
| | | | | Cost | | | EMPLOYERS LIFE INSURANCE CO. |
| | | | | ---- | | | OF WAUSAU (EL) |
| | | COMMON LAW TRUST | | Nat. Cas.-100% $4,701,200 | | | |
| | |_________________________| |___________________________| | | Common Stock: 250,000 Shares |
| | | |_______| ------------- |
| | _________________________ ____________|______________ | | ---- |
| | | NATIONWIDE | | NATIONAL PREMIUM & | | | NW Life-100% $165,627,416 |
| | | INVESTING | | BENEFIT ADMINISTRATION | | |______________________________|
| |____| FOUNDATION II | | Common Stock: 10,000 | | |
| ____| | | ------------ Shares | | |
| | | | | Cost | | |
| | | | | Hickey- ---- | | ___________|_________________
| | | COMMON LAW TRUST | | Mitchell-100% $1,319,469 | | | WAUSAU PREFERRED |
| | |_________________________| |___________________________| | | HEALTH INS. CO. |
| | | | |
| | | | Common Stock: 200 Shares |
| | _________________________ | | ------------- |
| | | NATIONWIDE | | | EL -- 100% Cost |
| |____| SEPARATE ACCOUNT | | | ---- |
| ____| TRUST | | | $51,413,193 |
| | | COMMON LAW TRUST | | |_____________________________|
| | |_________________________| |
| | |
| | |
| | _________________________ |
| | | FINANCIAL HORIZONS | | ______________________________
| |____| INVESTMENT TRUST | | | NATIONWIDE |
|______| TRUST | | | PROPERTY MANAGEMENT |
| COMMON LAW TRUST | | | Common Stock: 59 Shares |
|_________________________| |_______| ------------- |
| | |
| | Cost |
| | ---- |
| | NW Life-100% $1,907,896 |
| |______________________________|
| |
| |
| |
| |
| ____________|_________________
| | MRM INVESTMENTS, INC. |
| | Common Stock: 1 Share |
| | ------------ |
| | |
| | Cost |
| | Nat. Prop. ---- |
| | Mgmt.-100% $550,000 |
| |______________________________|
|
|
| ___________________________
| | NWE, INC. |
| | |
| | Common Stock: 100 Shares |
|_______| |
| NW Life-100% Cost |
| ---- |
| $35,971,375 |
|___________________________|
</TABLE>
<PAGE> 86
<TABLE>
<CAPTION>
NATIONWIDE INSURANCE ENTERPRISE (middle)
<S> <C> <C> <C>
_______________________________________
| |
________________________________| NATIONWIDE MUTUAL |___________________________________________________________
________________________________| (CASUALTY) |___________________________________________________________
| |
|_______________________________________|
| _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
__________________|______________|___
| NATIONWIDE CORPORATION |
| Common Stock: Control: |
| ------------- ------- |
| 13,092,790 100% |
| |
| Shares Cost |
| ------ ---- |
| Casualty $12,443,280 $710,293,557 |
| Fire 649,510 24,007,936 |
|_____________________________________|
|
____________________________________________________|______________________________________________________________________________
| | |
___________|_______________ _____________|_____________ ____________|______________
| PUBLIC EMPLOYEES | | GATES, McDONALD | | FINANCIAL HORIZONS |
| BENEFIT SERV. CORP. | | & COMPANY (GATES) | | DISTRIBUTORS AGY., INC. |
______| Common Stock: 236,494 | | Common Stock: 254 Shares | | Common Stock: 1,000 Shares|
| ____| ------------- Shares | | ------------- |___ _____| ------------- |
| | | Cost | | | | | ___| |
| | | NW Corp.- ---- | | Cost | | | | | Cost |
| | | 100% $12,830,936 | | ---- | | | | | NW Corp. ---- |
| | |___________________________| | MW Corp.- $22,126,323 | | | | | 100% $19,501,000 |
| | | 100% | | | | |___________________________|
| | |___________________________| | | |
| | | | |
| | ___________________________ | | |
| | ___________________________ | GATES, McDONALD & Co. | | | | ___________________________
| | | PEBSCO SECURITIES | | OF NEW YORK | | | | | FINANCIAL HORIZONS |
| | | CORP. | | Common Stock: 3 Shares | | | | | DISTRIBUTORS AGY. |
| |____| Common Stock: 5,000 | | ------------- |___| | | | OF ALABAMA, INC. |
| | | ------------- Shares | | | | | |___| Common Stock: 10,000 |
| | | Cost | | Cost | | | | | ----------- Shares |
| | | Pub. Emp. Ben. ---- | | ---- | | | | | Cost |
| | | Serv.Corp.-100% $25,000 | | Gates-100% $106,947 | | | | | ---- |
| | |___________________________| | | | | | | FHDAI-100% $100 |
| | |___________________________| | | | |___________________________|
| | | | |
| | | | |
| | ___________________________ | | |
| | ___________________________ | GATES, McDONALD & Co. | | | |
| | | PEBSCO OF | | OF NEVADA | | | | ___________________________
| | | NEW MEXICO | | | | | | | LANDMARK FINANCIAL |
| | | Common Stock: 1,000 | | Common Stock: 40 Shares |___| | | | SERVICES OF |
| |____| ------------- Shares | | | | | | NEW YORK, INC. |
| | | Cost | | Gates-100% Cost | | |___| Common Stock: 10,000 |
| | | Pub. Emp. Ben. ---- | | ---- | | | | ------------- Shares |
| | | Serv.Corp.-100% $1,000 | | $93,750 | | | | Cost |
| | |___________________________| |___________________________| | | | ---- |
| | | | | FHDAI-100% $10,100 |
| | | | |___________________________|
| | | |
| | | |
| | ___________________________ | |
| | | PEBSCO OF | | |
| | | ARKANSAS | | | ___________________________
| | | Common Stock: 50,000 | | | | FINANCIAL HORIZONS |
| |____| ------------- Shares | | | | SECURITIES CORP. |
| | | Cost | | |___| Common Stock: 10,000 |
| | | Pub. Emp. Ben. ---- | | | | ------------- Shares |
| | | Serv.Corp. 100% $500 | | | | Cost |
| | |___________________________| | | | ---- |
| | | | | FHDAI-100% $153,000 |
| | | | |___________________________|
| | | |
| | ___________________________ | |
| | | PEBSCO OF | ___________________________ | |
| | | MONTANA | | AFFILIATE AGENCY, INC. | | | ___________________________
| |____| Common Stock: 500 | | | | | | |
| | | ------------- Shares | | Common Stock: 100 Shares |__ | | | FINANCIAL HORIZONS |
| | | Cost | | | | |___| DISTRIBUTORS |
| | | Pub. Emp. Ben. ---- | | FHDAI-100% Cost | | ___| AGENCY OF TEXAS, |
| | | Serv.Corp.-100% $500 | | ---- | | | | INC. |
| | |___________________________| | $100 | | | |___________________________|
| | |___________________________| | |
| | | |
| | | |
| | ___________________________ | | ___________________________
| | | PEBSCO OF | | | | |
| | | ALABAMA | | |___| FINANCIAL HORIZONS |
| |____| Common Stock: 100,000 | | ___| DISTRIBUTORS AGY. |
| | | ------------- Shares | | | | OF OHIO, INC. |
| | | Cost | | | |___________________________|
| | | Pub. Emp. Ben. ---- | | |
| | | Serv.Corp.-100% $1,000 | | |
| | |___________________________| | |
| | | |
| | ___________________________ | |
| | | PEBSCO OF | | | ___________________________
| | | MASSACHUSETTS | | | | |
| | | INSURANCE AGENCY, INC. | | |___| FINANCIAL HORIZONS |
| |____| Common Stock: 1,000 | | ___| DISTRIBUTORS AGY. |
| | | ------------- Shares | | | | OF OKLAHOMA, INC. |
| | | Cost | | | |___________________________|
| | | Pub. Emp. Ben. ----- | | |
| | | Serv.Corp.-100% $1,000 | | |
| | |___________________________| | | ___________________________
| | | | | |
| | ___________________________ | |___| AFFILIATE |
| |____| | |_____ AGENCY OF |
|______| PEBSCO OF | | OHIO, INC. |
| TEXAS | | |
|___________________________| |___________________________|
</TABLE>
<PAGE> 87
<TABLE>
<CAPTION>
NATIONWIDE INSURANCE ENTERPRISE (right side)
<S> <C> <C>
_______________________________________
| |
______________________| NATIONWIDE MUTUAL |
______________________| FIRE (FIRE) |
| |
|_______________________________________|
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _|
____________________________________________________________________
| | |
_____________|_____________ | ____________|______________
| NEA VALUEBUILDER | | | INHEALTH, INC. |
| INVESTOR SERVICES, INC. | | | Common Stock: 100 |
_______| Common Stock: 500 | | | ------------ Shares |
| _____| ------------- Shares | | | Cost |
| | | Cost | | | ---- |
| | | NW Corp.- ---- | | | NW Corp.- |
| | | 100% $5,000 | | | 100% $12,046,413 |
| | |___________________________| | |___________________________|
| | |
| | ___________________________ | ___________________________
| | | NEA VALUEBUILDER | | | NATIONWIDE |
| | | INVESTOR SERVICES | | | HEALTH CARE |
| |_____| OF ALABAMA, INC. | |_____| Common Stock: 15 Shares |
| | | Common Stock: 500 | _____| ------------ |
| | | ------------- Shares | | | |
| | | Cost | | | Cost |
| | | ---- | | | NW Corp.- ---- |
| | | NEA-100% $5,000 | | | 100% $16,850,000 |
| | |___________________________| | |___________________________|
| | |
| | ___________________________ | ___________________________
| | | NEA VALUEBUILDER | | | INHEALTH MGT. |
| | | INVESTOR SERVICES | | | SYSTEMS, INC. |
| | | OF OHIO, INC. | | | Common Stock: 100 Shares |
| |_____| Common Stock: 100 | |_____| ------------- |
| | | ------------- Shares | | | |
| | | Cost | | | Cost |
| | | ----- | | | NW Health ---- |
| | | NEA-91% $5,000 | | | Care-100% $25,149 |
| | |___________________________| | |___________________________|
| | |
| | ___________________________ | ___________________________
| | | | | | INHEALTH |
| | | | | | AGENCY, INC. |
| | | NEA VALUEBUILDER | | | Common Stock: 99 Shares |
| |_____| INVESTOR SERVICES | |_____| ------------- |
| | | OF TEXAS, INC. | | Cost |
| | | | | NW Health ---- |
| | | | | Corp.-99% $116,077 |
| | |___________________________| |___________________________|
| |
| | ___________________________
| | | |
| | | |
| |_____| NEA VALUEBUILDER |
|_______| INVESTOR SERVICES |
| OF OKLAHOMA, INC. |
| |
|___________________________|
<FN>
Subsidiary Companies -- Solid Line
Associated Companies -- Dotted Line
Contractual Association -- Double Line
December 31, 1994
</TABLE>
84 of 88
<PAGE> 88
Item 27. NUMBER OF CONTRACT OWNERS
Not Applicable.
Item 28. INDEMNIFICATION
Provision is made in the Company's Amended Code of Regulations and
expressly authorized by the General Corporation Law of the State
of Ohio, for indemnification by the Company of any person who was
or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative by reason
of the fact that such person is or was a director, officer or
employee of the Company, against expenses, including attorneys'
fees, judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action,
suit or proceeding, to the extent and under the circumstances
permitted by the General Corporation Law of the State of Ohio.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 ("Act") may be permitted to directors,
officers or persons controlling the Company pursuant to the
foregoing provisions, the Company has been informed that in the
opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment
by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final
adjudication of such issue.
Item 29. PRINCIPAL UNDERWRITER
(a) Nationwide Financial Services, Inc. ("NFS") acts as general
distributor for the Nationwide Multi-Flex Variable Account,
Nationwide DC Variable Account, Nationwide Variable
Account-II, Nationwide Variable Account-5, Nationwide
Variable Account- 6, Nationwide Variable Account-8,
Nationwide VA Separate Account-A, Nationwide VA Separate
Account-B, Nationwide VA Separate Account-C, Nationwide VL
Separate Account-A, Nationwide VLI Separate Account-2,
Nationwide VLI Separate Account-3, NACo Variable Account and
the Nationwide Variable Account, all of which are separate
investment accounts of the Company or its affiliates. NFS
also acts as principal underwriter for the Nationwide
Investing Foundation, Nationwide Separate Account Trust,
Financial Horizons Investment Trust, and Nationwide
Investing Foundation II, which are open-end management
investment companies.
(b) NATIONWIDE FINANCIAL SERVICES,INC.
DIRECTORS AND OFFICERS
<TABLE>
<CAPTION>
POSITIONS AND OFFICES
NAME AND BUSINESS ADDRESS WITH UNDERWRITER
<S> <C>
Lewis J. Alphin Director
519 Bethel Church Road
Mount Olivet, NC 28365
Willard J. Engel Director
1100 E. Main Street
Marshall, MN 56258
Fred C. Finney Director
1558 West Moreland Road
Wooster, OH 44691
</TABLE>
85 of 88
<PAGE> 89
(b) NATIONWIDE FINANCIAL SERVICES, INC.
DIRECTORS AND OFFICERS
<TABLE>
<S> <C>
Peter F. Frenzer Vice Chairman, President
One Nationwide Plaza and Director
Columbus, OH 43215
Charles L. Fuellgraf, Jr. Director
600 South Washington Street
Butler, PA 16001
Henry S. Holloway Director
1247 Stafford Road
Darlington, MD 21034
Gordon E. McCutchan Executive Vice President-Law and
One Nationwide Plaza Corporate Services and Director
Columbus, OH 43215
D. Richard McFerson President and
One Nationwide Plaza Chief Executive Officer--Nationwide
Columbus, OH 43215 Insurance Enterprise and Director
David O. Miller Director
115 Sprague Drive
Hebron, Ohio 43025
C. Roy Noecker Director
2770 State Route 674 South
Ashville, OH 43103
Robert A. Oakley Executive Vice President -
One Nationwide Plaza Chief Financial Officer
Columbus, OH 43215
James F. Patterson Director
8765 Mulberry Road
Chesterland, OH 44026
Robert H. Rickel Director
P.O. Box 319
Bayview, ID 83803
Arden L. Shisler Director
2724 West Lebanon Road
Dalton, OH 44618
Robert L. Stewart Director
88740 Fairview Road
Jewett, OH 43986
Nancy C. Thomas Director
10835 Georgetown Street NE
Louisville, OH 44641
Harold W. Weihl Chairman of the Board of Directors
14282 King Road
Bowling Green, OH 43402
W. Sidney Druen Senior Vice President and
One Nationwide Plaza General Counsel and
Columbus, OH 43215 Assistant Secretary
</TABLE>
86 of 88
<PAGE> 90
(b) NATIONWIDE FINANCIAL SERVICES, INC.
DIRECTORS AND OFFICERS
<TABLE>
<S> <C>
James F. Laird, Jr. Vice President and General
One Nationwide Plaza Manager and Treasurer
Columbus, OH 43215
Peter J. Neckermann Vice President
One Nationwide Plaza
Columbus, OH 43215
Harry S. Schermer Vice President - Investments
One Nationwide Plaza
Columbus, OH 43215
Rae I. Mercer Secretary
One Nationwide Plaza
Columbus, OH 43215
</TABLE>
<TABLE>
<CAPTION>
(c) NAME OF NET UNDERWRITING COMPENSATION ON
PRINCIPAL DISCOUNTS AND REDEMPTION OR BROKERAGE
UNDERWRITER COMMISSIONS ANNUITIZATION COMMISSIONS COMPENSATION
----------- ----------- ------------- ----------- ------------
<S> <C> <C> <C> <C>
Nationwide N/A N/A N/A N/A
Financial
Services,
Inc.
</TABLE>
Item 30. LOCATION OF ACCOUNTS AND RECORDS
Gary E. Berndt
Nationwide Life Insurance Company
One Nationwide Plaza
Columbus, OH 43216
Item 31. MANAGEMENT SERVICES
Not Applicable
Item 32. UNDERTAKINGS
The Registrant hereby undertakes to:
(a) file a post-effective amendment to this registration
statement as frequently as is necessary to ensure that the
audited financial statements in the registration statement
are never more than 16 months old for so long as payments
under the variable annuity contracts may be accepted;
(b) include either (1) as part of any application to purchase a
contract offered by the prospectus, a space that an
applicant can check to request a Statement of Additional
Information, or (2) a post card or similar written
communication affixed to or included in the prospectus that
the applicant can remove to send for a Statement of
Additional Information; and
(c) deliver any Statement of Additional Information and any
financial statements required to be made available under
this form promptly upon written or oral request.
The Registrant hereby represents that any contract offered by the
prospectus and which is issued pursuant to Section 403(b) of the
Internal Revenue Code of 1986, as amended, is issued by the
Registrant in reliance upon, and in compliance with, the
Securities and Exchange Commission's industry-wide no-action
letter to the American Council of Life Insurance (publicly
available November 28, 1988) which permits withdrawal restrictions
to the extent necessary to comply with IRC Section 403(b)(11).
87 of 88
<PAGE> 91
SIGNATURES
As required by the Securities Act of 1933, the Registrant, NATIONWIDE
VARIABLE ACCOUNT-II, certifies that it meets the requirements of Securities Act
485(b) for effectiveness of this Post-Effective Amendment and has caused this
Post-Effective Amendment to be signed on its behalf in the City of Columbus, and
State of Ohio, on this 1st day of November, 1995.
NATIONWIDE VARIABLE ACCOUNT-II
------------------------------------------
(Registrant)
NATIONWIDE LIFE INSURANCE COMPANY
------------------------------------------
(Depositor)
By/s/JOSEPH P. RATH
------------------------------------------
Joseph P. Rath
Vice President and
Associate General Counsel
As required by the Securities Act of 1933, this Registration Statement has been
signed by the following persons in the capacities indicated on the 1st day of
November, 1995.
<TABLE>
<CAPTION>
SIGNATURE TITLE
<S> <C>
LEWIS J. ALPHIN Director
- -------------------------------------------
Lewis J. Alphin
WILLARD J. ENGEL Director
- -------------------------------------------
Willard J. Engel
FRED C. FINNEY Director
- -------------------------------------------
Fred C. Finney
PETER F. FRENZER President/Chief
- ------------------------------------------- Operating Officer and Director
Peter F. Frenzer
CHARLES L. FUELLGRAF, JR. Director
- -------------------------------------------
Charles L. Fuellgraf, Jr.
HENRY S. HOLLOWAY Chairman of the Board
- ------------------------------------------- and Director
Henry S. Holloway
D. RICHARD McFERSON Chief Executive Officer
- ------------------------------------------- and Director
D. Richard McFerson
DAVID O. MILLER Director
- -------------------------------------------
David O. Miller
C. RAY NOECKER Director
- -------------------------------------------
C. Ray Noecker
ROBERT A. OAKLEY Executive Vice President-
- ------------------------------------------- Chief Financial Officer
Robert A. Oakley
JAMES F. PATTERSON Director By: JOSEPH P. RATH
- ------------------------------------------- ---------------------------------------
James F. Patterson Joseph P. Rath, Attorney-in-Fact
ROBERT H. RICKEL Director
- -------------------------------------------
Robert H. Rickel
ARDEN L. SHISLER Director
- -------------------------------------------
Arden L. Shisler
ROBERT L. STEWART Director
- -------------------------------------------
Robert L. Stewart
NANCY C. THOMAS Director
- -------------------------------------------
Nancy C. Thomas
HAROLD W. WEIHL Director
- -------------------------------------------
Harold W. Weihl
</TABLE>
88 of 88
<PAGE> 92
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned as directors
and/or officers of NATIONWIDE LIFE INSURANCE COMPANY, an Ohio corporation,
which has filed or will file with the Securities and Exchange Commission under
the provisions of the Securities Act of 1933, as amended, various Registration
Statements and amendments thereto for the registration under said Act of
Individual Deferred Variable Annuity Contracts in connection with the MFS
Variable Account. Nationwide Variable Account, Nationwide Variable
Account-II, Nationwide Variable Account-3, Nationwide Variable Account-4,
Nationwide Variable Account-5, Nationwide Variable Account-6, Nationwide
Fidelity Advisor Variable Account and Nationwide Multi-Flex Variable Account;
and the registration of fixed interest rate options subject to a market value
adjustment offered under some or all of the aforementioned Individual Variable
Annuity Contracts in connection with the Nationwide Multiple Maturity Separate
Account; and the registration of Group Flexible Fund Retirement Contracts in
connection with the Nationwide DC Variable Account and the NACo Variable
Account; and the registration of Group Common Stock Variable Annuity Contracts
in connection with Separate Account No. 1; and the registration of variable
life insurance policies in connection with the Nationwide VLI Separate
Account, Nationwide VLI Separate Account-2 and Nationwide VLI Separate
Account-3 of Nationwide Life Insurance Company, hereby consitutues and
appoints D. Richard McFerson, Peter F. Frenzer, Gordon E. McCutchan, W. Sidney
Druen, and Joseph P. Rath, and each of them with power to act without the
others, his/her attorney, with full power of substitution and resubstitution,
for and in his/her name, place and stead. In any and all capacities, to
approve, and sign such Registration Statements and any and all amendments
thereto, with power to alter the corporate seal of said corporation thereto and
to attest said seal and to file the same, with all exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
hereby granting unto said attorneys, and each of them, full power and authority
to do and perform all and every act and thing requisite to all intents and
purposes as he/she might or could do in person, hereby ratifying and
confirming that which said attorneys, or any of them, may lawfully do or cause
to be done by virtue hereof. This instrument may be executed in one or more
counterparts.
IN WITNESS WHEREOF, the undersigned have herewith set their names and
seals as of this fifth day of April, 1995.
<TABLE>
<S> <C>
/s/ Lewis J. Alphin /s/ C. Ray Noecker
- --------------------------------------------------- -------------------------------------------------
Lewis J. Alphin, Director C. Ray Noecker, Director
/s/ Willard J. Engel /s/ Robert A. Oakley
- --------------------------------------------------- -------------------------------------------------
Willard J. Engel, Director Robert A. Oakley, Senior Vice President and Chief
Financial Officer
/s/ Fred C. Finney
- --------------------------------------------------- /s/ James F. Patterson
Brad C. Finney, Director -------------------------------------------------
James F. Patterson, Director
/s/ Peter F. Frenzer
- --------------------------------------------------- /s/ Robert H. Rickel
Peter F. Frenzer, President, Chief Operating -------------------------------------------------
Officer and Director Robert H. Rickel, Director
/s/ Charles L. Fuellgraf /s/ Arden L. Shisler
- --------------------------------------------------- -------------------------------------------------
Charles L. Fuellgraf, Jr., Director Arden L. Shisler, Director
/s/ Henry S. Holloway /s/ Robert L. Stewart
- --------------------------------------------------- -------------------------------------------------
Henry S. Holloway, Chairman of the Board, Director Robert L. Stewart, Director
/s/ D. Richard McFerson /s/ Nancy C. Thomas
- ------------------------------------------------ -------------------------------------------------
D. Richard McFerson, Chief Executive Officer and Nancy C. Thomas, Director
Director
/s/ Harold W. Weihl
/s/ David O. Miller ------------------------------------------------
- ------------------------------------------------ Harold W. Weihl, Director
David O. Miller, Director
</TABLE>
