<PAGE> 1
As filed with the Securities and Exchange Commission. '33 Act File No. 33-85164
'40 Act File No. 811-5606
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM N-4
REGISTRATION STATEMENT UNDER THE SECURITIES [X]
ACT OF 1933
Post Effective Amendment No. 6
and
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940
Amendment No. 18 [X]
NATIONWIDE VA SEPARATE ACCOUNT-A
(Exact Name of Registrant)
NATIONWIDE LIFE AND ANNUITY INSURANCE COMPANY
(Name of Depositor)
One Nationwide Plaza, Columbus, Ohio 43215
(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 43215
(Name and Address of Agent for Service)
This Post-Effective Amendment amends the Registration Statement in respect
of the Prospectus, Statement of Additional Information and Financial Statements.
It is proposed that this filing will become effective (check appropriate
space):
[ ] immediately upon filing pursuant to paragraph (b) of Rule 485
[X] on May 1, 1997 pursuant to paragraph (b) of Rule 485
[ ] 60 days after filing pursuant to paragraph (a) of Rule 485
[ ] on (date) pursuant to 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 Commission. Registrant filed its Rule
24f-2 Notice for the fiscal year ended December 31, 1996, on February 25, 1997.
================================================================================
1 of 96 REDLINED
<PAGE> 2
NATIONWIDE VA SEPARATE ACCOUNT-A
REFERENCE TO ITEMS REQUIRED BY FORM N-4
Caption in Prospectus and Statement of Additional Information and Other
Information
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.................................12
Item 5. General Description of Registrant, Depositor, and Portfolio
Companies (Disclosure regarding use of multiple prospectuses
under Registration Statement)...................................13
Item 6. Deductions and Expenses.........................................16
Item 7. General Description of Variable Annuity Contracts...............19
Item 8. Annuity Period..................................................26
Item 9. Death Benefit and Distributions.................................26
Item 10. Purchases and Contract Value....................................19
Item 11. Redemptions.....................................................22
Item 12. Taxes...........................................................30
Item 13. Legal Proceedings...............................................36
Item 14. Table of Contents of the Statement of Additional Information....37
Part B INFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL INFORMATION
Item 15. Cover Page......................................................40
Item 16. Table of Contents...............................................40
Item 17. General Information and History.................................40
Item 18. Services........................................................40
Item 19. Purchase of Securities Being Offered............................40
Item 20. Underwriters....................................................41
Item 21. Calculation of Performance Information..........................41
Item 22. Annuity Payments................................................43
Item 23. Financial Statements............................................53
Part C OTHER INFORMATION
Item 24. Financial Statements and Exhibits...............................84
Item 25. Directors and Officers of the Depositor.........................86
Item 26. Persons Controlled by or Under Common Control with the
Depositor or Registrant.........................................88
Item 27. Number of Contract Owners.......................................97
Item 28. Indemnification.................................................97
Item 29. Principal Underwriter...........................................97
Item 30. Location of Accounts and Records................................98
Item 31. Management Services.............................................98
Item 32. Undertakings....................................................99
2 of 96
<PAGE> 3
NATIONWIDE LIFE AND ANNUITY INSURANCE COMPANY
Home Office
P.O. Box 182008
Columbus, Ohio 43218-2008, 1-800-533-5622, TDD 1-800-238-3035
INDIVIDUAL DEFERRED VARIABLE ANNUITY CONTRACTS
ISSUED BY NATIONWIDE LIFE AND ANNUITY INSURANCE COMPANY
THROUGH THE NATIONWIDE VA SEPARATE ACCOUNT-A
The Individual Deferred Variable Annuity Contracts described in this
prospectus are flexible purchase payment contracts (collectively referred to as
the "Contracts"). The Contracts are sold to individuals for use in retirement
plans which may qualify for special federal tax treatment under the Internal
Revenue Code. Annuity payments under the Contracts are deferred until a selected
later date. Reference throughout the prospectus to such Contracts shall also
mean Certificates issued under Group Flexible Fund Retirement Contracts. For
such Group Contracts, references to "Owner" shall mean the "participant" unless
the Plan otherwise permits or requires the Owner to exercise contractual rights
under the authority of the Plan terms
Purchase Payments allocated to the Nationwide VA Separate Account-A
("Variable Account"), a separate account of Nationwide Life and Annuity
Insurance Company (the "Company") are used to purchase shares at net asset value
in one or more of the following Mutual Fund options:
Federated Insurance Series (Formerly
"Federated Insurance Management Series")
- Federated High Income Bond Fund II*
(Formerly "Corporate Bond Fund")
- Federated American Leaders Fund II
(Formerly "Equity Growth & Income Fund")
Fidelity Variable Insurance Products Fund
-Equity-Income Portfolio
-Overseas Portfolio
MFS(R) Variable Insurance Trust(SM)
-MFS(R) Emerging Growth Series
-MFS(R) Total Return Series
Nationwide Separate Account Trust
-Government Bond Fund
-Money Market Fund
-Small Company Fund
*The Federated High Income Bond Fund II 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 Deferred Variable Annuity Contracts issued by the
Nationwide VA Separate Account-A before investing. You should read it and keep
it for future reference. A Statement of Additional Information dated May 1, 1997
has been filed with the Securities and Exchange Commission. You can obtain a
copy without charge from Nationwide Life and Annuity Insurance Company by
calling the number listed above, or writing P. O. Box 182008, Columbus, Ohio
43218-2008.
INVESTMENTS IN THESE CONTRACTS ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED
OR ENDORSED BY ANY BANK. INVESTMENTS ARE NOT FEDERALLY INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY, AND AN
INVESTMENT IN THE VARIABLE ACCOUNT FUND OPTIONS INVOLVES CERTAIN INVESTMENT RISK
WHICH MAY INCLUDE THE POSSIBLE LOSS OF PRINCIPAL.
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.
1
3 of 96
<PAGE> 4
The variable annuity contracts offered under this Contract are made available to
the customers of various financial institutions. Although these financial
institutions may cooperate with the Company in the marketing of the Contracts to
the extent permitted under federal and state law, SUCH COOPERATION IN NO WAY
IMPLIES RESPONSIBILITY FOR THE GUARANTEES UNDER THE CONTRACTS, WHICH ARE THE
SOLE RESPONSIBILITY OF THE COMPANY; NOR DOES SUCH COOPERATION IN ANY WAY IMPLY
THAT THE ANNUITY CONTRACTS ARE OBLIGATIONS OF THE FINANCIAL INSTITUTION OR ARE
INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION. In the future, the Company
may add to the Variable Account one or more underlying Mutual Fund options which
are managed by the financial institution through which this prospectus was
obtained. These additional underlying Mutual Fund options will be exclusively
available to the customers of that financial institution. Similar arrangements
with other financial institutions may be pursued by the Company.
THE STATEMENT OF ADDITIONAL INFORMATION, DATED MAY 1, 1997, IS INCORPORATED
HEREIN BY REFERENCE. THE TABLE OF CONTENTS FOR THE STATEMENT OF ADDITIONAL
INFORMATION APPEARS ON PAGE 36 OF THE PROSPECTUS.
THE DATE OF THIS PROSPECTUS IS MAY 1, 1997
2
4 of 96
<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 named on the Data Page designated to receive annuity
payments and upon whose life any annuity payment involving life contingencies
depends. The Annuitant may be changed prior to the Annuitization Date with the
prior consent of the Company. This person must be age 85 or younger at the time
of Contract issuance.
Annuitization Date-The date on which annuity payments actually commence.
Annuity Commencement Date-The date on which the annuity payments are scheduled
to commence. The Annuity Commencement Date is shown on the Data Page of the
Contract, and is subject to change by the Owner.
Annuity Payment Option-The chosen form of annuity payments. Several options are
available under the Contract. The Annuity Payment Option is named in the
application, unless changed.
Annuity Unit-An accounting unit of measure used to calculate the value of
Variable Annuity payments.
Beneficiary-The Beneficiary is the person designated to receive certain benefits
under the Contract upon the death of the designated 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 and Annuity Insurance Company.
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.
Contract-The individual defined annuity contract described in this prospectus.
Contract Anniversary-An anniversary of the Date of Issue of the Contract.
Contract Owner (Owner)-The person who possesses all rights under the Contract,
including the right to designate and change the Owner, Annuitant, Beneficiary,
Contingent Beneficiary, Annuity Payment Option, and Annuity Commencement Date.
If a Joint Owner is named in the application, references to "Contract Owner" or
"Owner" in this prospectus, unless otherwise indicated, will apply to both the
Owner and Joint Owner.
Contract Value-The sum of the value of all Accumulation Units attributable to
the Contract plus any amount held under the Contract in the Fixed Account.
Contract Year-Each year the Contract remains in force commencing with the Date
of Issue.
Date of Issue-The date shown as the Date of Issue on the Data Page of the
Contract.
Death Benefit-The benefit payable upon the death of the Annuitant prior to
annuitization. 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 all or part of the Contract Value.
ERISA-Employee Retirement Income Security Act of 1974, as amended.
Fixed Account-The Fixed Account is made up of all assets of the Company other
than those in the Variable Account or any other segregated asset account of the
company.
Fixed Account Contract Value-The sum of the value credited, including interest
to the Fixed Account attributable to this Contract.
Fixed Annuity-An annuity providing for payments which are guaranteed by the
Company as to dollar amount during the annuity payment period.
Home Office-The main office of the Company located in Columbus, Ohio.
Individual Retirement Annuity (IRA)-An annuity which qualifies for favorable tax
treatment under Section 408 of the Code.
Interest Rate Guarantee Period-An Interest Rate Guarantee Period is the interval
of time in which an interest rate credited to the Fixed Account under the
Contract is guaranteed to remain the same. For Purchase Payments into the Fixed
Account or transfers from the Variable Account, this period begins upon the date
of deposit or transfer and ends at the end of the calendar quarter at least one
year from deposit or transfer. At the end of an Interest Rate Guarantee Period,
a new interest rate is declared with an Interest Rate Guarantee Period starting
at the end of the prior period and ending at the end of the calendar quarter one
year later.
3
5 of 96
<PAGE> 6
Joint Owner-The Joint Owner, if any is named, possesses an undivided interest in
the entire Contract, along with the Owner. When a Joint Owner is named, the
exercise of any ownership right under the Contract shall require written
authorization, signed by both the Owner and Joint Owner, of an intent to
exercise such right, unless the Owner and Joint Owner provide in the application
that the exercise of any such ownership right may be made by either the Owner or
Joint Owner independently of one another. Unless otherwise indicated, references
to "Contract Owner" or "Owner" in this prospectus will apply to both the Owner
and Joint Owner.
Mutual Fund (Fund)-A registered management investment company in which the
assets of the Sub-Accounts of the Variable Account will be invested.
Non-Qualified Contract-A Contract which does not qualify for favorable
tax treatment under Sections 401 and 403(a) (Qualified Plans), 408 (Individual
Retirement Annuities), or 403(b) (Tax Sheltered Annuities) of the Code.
Plan Participant-The Plan Participant is the person for whom contributions are
being made to a Qualified Plan or Tax Sheltered Annuity either through employer
contributions or employee salary reduction contributions.
Purchase Payment-A deposit of new value into the contract. The term "Purchase
Payment" does not include transfers between the Variable Account and Fixed
Account, or among the Sub-Accounts.
Qualified Contract-A Contract issued to fund a Qualified Plan.
Qualified Plan-A retirement plan which receives favorable tax treatment under
the provisions of the Code, including those described in Section 401 and 403(a).
SEP IRA-A retirement plan which receives favorable tax treatment under the
provisions of Section 408(k) 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 favorable tax treatment
under Section 403(b) of the Code.
Valuation Date-Each day the New York Stock Exchange and the Company's Home
Office are 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 held
by the Variable Account, such that the current value of Variable Account
Accumulation Units might be materially affected.
Valuation Period-The period of time commencing at the close of a Valuation Date
and ending at the close of business for the next succeeding Valuation Date.
Variable Account-The Nationwide VA Separate Account-A, 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 shares of a separate underlying Mutual Fund.
Variable Account Contract Value-The sum of the value of all Accumulation Units
attributable to the Contract.
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
6 of 96
<PAGE> 7
Table of Contents
GLOSSARY OF SPECIAL TERMS.....................................................3
SUMMARY OF CONTRACT EXPENSES..................................................7
UNDERLYING MUTUAL FUND ANNUAL EXPENSES........................................7
SYNOPSIS......................................................................9
CONDENSED FINANCIAL INFORMATION..............................................10
NATIONWIDE LIFE INSURANCE COMPANY............................................11
THE VARIABLE ACCOUNT.........................................................11
Underlying Mutual Fund Options....................................11
Federated Insurance Series........................................11
Fidelity Variable Insurance Products Fund.........................12
MFS(R) Variable Insurance Trust(SM) ..............................12
Nationwide Separate Account Trust.................................13
Voting Rights.....................................................13
Substitution of Securities........................................13
VARIABLE ACCOUNT CHARGES AND OTHER DEDUCTIONS................................14
Expenses of the Variable Account..................................14
Mortality Risk Charge.............................................14
Expense Risk Charge...............................................14
Contract Maintenance and Administration Charge....................14
Contingent Deferred Sales Charge..................................15
Waiver of the Contingent Deferred Sales Charge....................15
Premium Taxes.....................................................16
OPERATION OF THE CONTRACT....................................................17
Investments of the Variable Account...............................17
Allocation of Purchase Payments and Contract Value................17
Value of a Variable Account Accumulation Unit.....................17
Net Investment Factor.............................................17
Valuation of Assets...............................................18
Determining the Contract Value....................................18
Right to Revoke...................................................18
Transfers.........................................................18
Contract Ownership Provisions.....................................19
Joint Ownership Provisions........................................20
Beneficiary Provisions............................................20
Surrender (Redemption)............................................20
Surrenders Under a Qualified Contract or Tax-Sheltered
Annuity Contract..................................................20
Loan Privilege....................................................21
Assignment........................................................23
Contract Owner Services...........................................23
Asset Rebalancing.................................................23
Dollar Cost Averaging.............................................23
Systematic Withdrawals............................................23
ANNUITY PAYMENT PERIOD, DEATH BENEFIT, AND OTHER DISTRIBUTIONS...............24
Annuity Commencement Date.........................................24
Change in Annuity Commencement Date...............................24
Annuity Payment Period-Variable Account...........................25
Value of an Annuity Unit..........................................25
Assumed Investment Rate...........................................25
Frequency and Amount of Annuity Payments..........................25
Change in Form of Annuity.........................................25
Annuity Payment Options...........................................25
Death of the Contract Owner Provisions-Non-Qualified Contracts....26
Death of Annuitant Provisions- Non-Qualified Contracts............26
Death of the Contract Owner/Annuitant Provisions..................26
Death Benefit Payment Provisions..................................26
Required Distribution Provisions for Non-Qualified Contracts......27
Required Distribution For Qualified Plans and Tax
Sheltered Annuities...............................................28
Required Distributions for Individual Retirement Annuities and
SEP IRAs..........................................................29
5
7 of 96
<PAGE> 8
Generation-Skipping Transfers.....................................29
FEDERAL TAX CONSIDERATIONS...................................................30
Federal Income Taxes..............................................30
Non-Qualified Contracts-Natural Persons as Owners.................31
Non-Qualified Contracts-Non-Natural Persons as Owners.............31
Qualified Plans, Individual Retirement Annuities, SEP IRAs,
and Tax Sheltered Annuities.......................................31
Withholding.......................................................32
Non-Resident Aliens...............................................32
Federal Estate, Gift, and Generation Skipping Transfer Taxes......33
Charge for Tax Provisions.........................................33
Diversification...................................................33
Tax Changes.......................................................33
GENERAL INFORMATION..........................................................34
Contract Owner Inquiries..........................................34
Statements and Reports............................................34
Advertising.......................................................34
LEGAL PROCEEDINGS............................................................34
TABLE OF CONTENTS OF STATEMENT OF ADDITIONAL INFORMATION.....................36
APPENDIX A...................................................................37
6
8 of 96
<PAGE> 9
SUMMARY OF CONTRACT EXPENSES
CONTRACT OWNER TRANSACTION EXPENSES
Maximum Deferred Sales Charge(1)................................. 7 %
- --------------------------------------------------------------------------------
Range of Contingent Deferred Sales Charge Over Time
Number of Completed Years from Contingent Deferred Sales Charge
Date of Purchase Payment Percentage
0 7%
1 6%
2 5%
3 4%
4 3%
5 2%
6 1%
7 0%
- --------------------------------------------------------------------------------
MAXIMUM CONTRACT MAINTENANCE CHARGE(2)................................ $50
VARIABLE ACCOUNT ANNUAL EXPENSES
Mortality and Expense Risk Charges............................. 1.25 %
Administration Charge.......................................... 0.15 %
Total Variable Account Annual Expenses......................... 1.40 %
(1) Each Contract year, the Contract Owner may withdraw without a Contingent
Deferred Sales Charge (CDSC), the greater of (a) an amount equal to 10% of
that Purchase Payment made to the Contract or (b) any amount withdrawn in
order for the Contract to meet minimum distribution requirements under the
Code. Withdrawals may be restricted for Contracts issued pursuant to the
terms of a Tax Sheltered Annuity Plan or other Qualified Plan. This CDSC -
free withdrawal privilege is non-cumulative, that is, free amounts not
taken during any given Contract Year cannot be taken as free amounts in a
subsequent Contract Year. (see "Waiver of the Contingent Deferred Sales
Charge").
(2) The one-time Contract Maintenance Charge is deducted when the Contract is
established. The Contract Maintenance Charge varies from $50 to $0 based
upon the amount of the initial Purchase Payment and plan type (see
"Contract Maintenance Charge and Administration Charge").
UNDERLYING MUTUAL FUND ANNUAL EXPENSES(3)
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
Management Other Expenses Total Portfolio
Fees Company Expenses
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Federated Insurance Series- Federated 0.00% 0.85% 0.85%
American Leaders Fund II
- ------------------------------------------------------------------------------------------------------------------
Federated Insurance Series- Federated High 0.00% 0.80% 0.80%
Income Bond Fund II
- ------------------------------------------------------------------------------------------------------------------
Fidelity VIP Fund-Equity-Income Portfolio 0.51% 0.10% 0.61%
- ------------------------------------------------------------------------------------------------------------------
Fidelity VIP Fund- Overseas Portfolio 0.76% 0.17% 0.93%
- ------------------------------------------------------------------------------------------------------------------
MFS(R)Variable Insurance Trust-Emerging 0.75% 0.25% 1.00%
Growth Series
- ------------------------------------------------------------------------------------------------------------------
MFS(R)Variable Insurance Trust-Total Return 0.75% 0.25% 1.00%
Series
- ------------------------------------------------------------------------------------------------------------------
NSAT - Government Bond Fund 0.50% 0.01% 0.51%
- ------------------------------------------------------------------------------------------------------------------
NSAT - Money Market Fund 0.50% 0.03% 0.53%
- ------------------------------------------------------------------------------------------------------------------
NSAT - Small Company Fund 1.00% 0.10% 1.10%
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
(3) 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 Mutual Fund's net asset value,
which is the share price used to calculate the Variable Account's unit
value. The management fees and other expenses are more fully described in
the prospectus for each individual underlying Mutual Fund. The information
relating to the underlying Mutual Fund expenses was provided by the Mutual
Funds and was not independently verified by the Company.
7
9 of 96
<PAGE> 10
EXAMPLE
The following chart depicts the dollar amount of expenses that would be incurred
under this Contract assuming a $1000 initial Purchase Payment 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. The expense amounts presented are derived from a
formula which allows the maximum $50 one-time Contract Maintenance Charge to be
expressed as a percentage of the average Contract account size for existing
Contracts. Since the average Contract account size for Contracts issued under
this prospectus is greater than $1000, the expense effect of the Contract
Maintenance Charge is reduced accordingly.
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------
If you surrender your If you do not surrender If you annuitize your
Contract at the end of the your Contract at the end of Contract at the end of the
applicable time period the applicable time period applicable time period
- ---------------------------------------------------------------------------------------------------------------
1 Yr. 3 Yrs. 5 Yrs. 10 Yrs. 1 Yr. 3 Yrs. 5 Yrs. 10 Yrs. 1 Yr. 3 Yrs. 5 Yrs. 10 Yrs.
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Federated Insuranc
Series-Federated 92 123 157 272 29 78 130 272 * 78 130 272
American Leaders
Fund II
- ---------------------------------------------------------------------------------------------------------------
Federated Insurance 92 122 154 267 29 77 127 267 * 77 127 267
Series-Federated
High Income Bond
Fund II
- ---------------------------------------------------------------------------------------------------------------
Fidelity VIP 89 115 143 243 26 70 116 246 * 70 116 243
Fund-Equity-Income
Portfolio
- ---------------------------------------------------------------------------------------------------------------
Fidelity VIP 93 126 161 280 30 81 134 280 * 81 134 280
Fund-Overseas
Portfolio
- ---------------------------------------------------------------------------------------------------------------
MFS(R)Variable 94 128 165 288 31 83 138 288 * 83 138 288
Insurance
Trust-Emerging
Growth Series
- ---------------------------------------------------------------------------------------------------------------
MFS(R)Variable 94 128 165 288 31 83 138 288 * 83 138 288
Insurance Trust-
Total Return Series
- ---------------------------------------------------------------------------------------------------------------
NSAT - Government 89 113 139 235 26 68 112 235 * 68 112 235
Bond Fund
- ---------------------------------------------------------------------------------------------------------------
NSAT - Money Market 89 113 140 238 26 68 113 238 * 68 113 238
Fund
- ---------------------------------------------------------------------------------------------------------------
NSAT - Small 95 131 170 298 32 86 143 298 * 86 143 298
Company Fund
- ---------------------------------------------------------------------------------------------------------------
</TABLE>
*The Contracts sold under this prospectus do not permit annuitization 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 will be
borne directly or indirectly. The expenses of the Nationwide VA Separate
Account-A as well as those of the underlying Mutual Fund are reflected in the
example. For more and complete descriptions of the expenses of the Variable
Account, see "Variable Account Charges and Other Deductions." For more complete
information regarding expenses paid out of the assets of a particular underlying
Mutual Fund option, see the underlying Mutual Fund's prospectus. Deductions for
premium taxes may also apply but are not reflected in the Example shown above
(see "Premium Taxes").
6
10 of 96
<PAGE> 11
SYNOPSIS
The Individual Deferred Variable Annuity Contracts described in this
prospectus are designed for use in connection with the following types of
Contracts (1) Non-Qualified, (2) Individual Retirement Annuities, (3) Tax
Sheltered Annuities, (4) SEP IRAs and (5) Qualified.
The Company does not deduct a sales charge from Purchase Payments made for
these Contracts. However, if any part of the Contract Value of such Contracts is
surrendered, the Company will, with certain exceptions, deduct from the Contract
Owner's Contract Value a Contingent Deferred Sales Charge not to exceed 7% of
the lesser of the total of all Purchase Payments made within 84 months prior to
the date of the request to surrender, or the amount surrendered. This charge,
when applicable, is imposed to permit the Company to recover sales expenses
which have been advanced by the Company (see "Contingent Deferred Sales
Charge").
In addition, when the Contract is established, the Company will deduct a
one-time Contract Maintenance Charge. The one-time Contract Maintenance Charge
varies from $50 to $0 based upon the amount of the initial Purchase Payment. The
Company will also assess an Administration Charge equal to an annual rate of
0.15% of the daily net asset value of the Variable Account. These charges are to
reimburse the Company for administrative expenses related to the issue and
maintenance of the Contracts. The Company does not expect to recover from these
charges an amount in excess of accumulated administrative expenses (see
"Contract Maintenance Charge and Administration Charge"). 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"). The Company deducts an Expense Risk Charge equal to an
annual rate of 0.45% of the daily net asset value of the Variable Account as
compensation for the Company's risk in undertaking not to increase
administrative charges on the Contracts regardless of the actual administrative
costs (see "Expense Risk Charge").
The initial first year Purchase Payment must be at least $5,000 for
Non-Qualified Contracts or $2,000 for Individual Retirement Annuities. However,
if periodic Purchase Payments are expected by the Company, this initial first
year minimum may be satisfied by Purchase Payments made on an annualized basis.
The cumulative total of all Purchase Payments under Contracts issued on the life
of any one Annuitant may not exceed $1,000,000 without the prior consent of the
Company (see "Allocation of Purchase Payments and Contract Value").
Upon annuitization, the selected Annuity Payment Option will begin (see
"Annuity Payment Option"). However, if the net amount to be applied to any
Annuity Payment Option at the Annuitization Date is less than $2,000, the
Contract Value may be distributed in one lump sum in lieu of annuity payments.
If any annuity payment would be less than $20, the Company shall have the right
to change the frequency of payments to such intervals as will result in payments
of at least that amount. In no event, however, will annuity payments be made
less frequently than annually (see "Frequency and Amount of Annuity Payments").
The Company will charge against the Premium Payments or the Contract Value
the amount of any premium taxes levied by a state or other governmental entity
(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. If a Contract is returned to the
Company in a timely manner, the Company will void the Contract and refund the
Contract Value in full unless otherwise required by state and/or federal law.
State and/or federal law may provide additional free look privileges. All
Individual Retirement Annuity refunds will be return of Purchase Payments (see
"Right to Revoke").
9
11 of 96
<PAGE> 12
CONDENSED FINANCIAL INFORMATION
Accumulation Unit Values (For an Accumulation Unit Outstanding
Throughout the Period)
<TABLE>
<CAPTION>
Accumulation Accumulation Number of
Unit Value Unit Value Accumulation Units
Fund At Beginning At End Percent Change In Outstanding At The Year
Of Period Of Period Unit Value End Of The Period
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
American Century 11.659823 12.558992 7.71% 0 1996
------------------------------------------------------------------------------------------------
Variable Portfolios, Inc.- 10.128696 11.659823 15.12% 0 1995
------------------------------------------------------------------------------------------------
American Century VP 10.000000 10.128696 1.29% 0 1994
------------------------------------------------------------------------------------------------
Advantage-Q
- ------------------------------------------------------------------------------------------------------------------------------
American Century 11.659823 12.558992 7.71% 0 1996
------------------------------------------------------------------------------------------------
Variable Portfolios, Inc.- 10.128696 11.659823 15.12% 0 1995
------------------------------------------------------------------------------------------------
American Century VP 10.000000 10.128696 1.29% 0 1994
------------------------------------------------------------------------------------------------
Advantage-NQ
- ------------------------------------------------------------------------------------------------------------------------------
American Century 10.959712 12.362145 12.80% 0 1996
------------------------------------------------------------------------------------------------
Variable Portfolios, Inc.- 9.905380 10.959712 10.64% 0 1995
------------------------------------------------------------------------------------------------
American Century VP 10.000000 9.905380 -0.95% 0 1994
------------------------------------------------------------------------------------------------
International-Q
- ------------------------------------------------------------------------------------------------------------------------------
American Century 10.959712 12.362145 12.80% 0 1996
------------------------------------------------------------------------------------------------
Variable Portfolios, Inc.- 9.905380 10.959712 10.64% 0 1995
------------------------------------------------------------------------------------------------
American Century VP 10.000000 9.905380 -0.95% 0 1994
------------------------------------------------------------------------------------------------
International-NQ
- ------------------------------------------------------------------------------------------------------------------------------
Federated Insurance 10.000000 11.886326 18.86% 0 1996
------------------------------------------------------------------------------------------------
Series - Federated
------------------------------------------------------------------------------------------------
American Leaders Fund
------------------------------------------------------------------------------------------------
II-Q
- ------------------------------------------------------------------------------------------------------------------------------
Federated Insurance 10.000000 11.886326 18.86% 0 1996
------------------------------------------------------------------------------------------------
Series - Federated
------------------------------------------------------------------------------------------------
American Leaders Fund
------------------------------------------------------------------------------------------------
II-NQ
- ------------------------------------------------------------------------------------------------------------------------------
Federated Insurance 10.000000 11.260755 12.61% 0 1996
------------------------------------------------------------------------------------------------
Series - Federated High
------------------------------------------------------------------------------------------------
Income Bond Fund II-Q
- ------------------------------------------------------------------------------------------------------------------------------
Federated Insurance 10.000000 11.260755 12.61% 4,865 1996
------------------------------------------------------------------------------------------------
Series - Federated High
------------------------------------------------------------------------------------------------
Income Bond Fund II-
------------------------------------------------------------------------------------------------
NQ
- ------------------------------------------------------------------------------------------------------------------------------
Fidelity Variable 13.462945 15.169422 12.68% 0 1996
------------------------------------------------------------------------------------------------
Insurance Products 10.106677 13.462945 33.21% 0 1995
------------------------------------------------------------------------------------------------
Fund -Equity Income 10.000000 10.106677 1.07% 0 1994
------------------------------------------------------------------------------------------------
Portfolio-Q
- ------------------------------------------------------------------------------------------------------------------------------
Fidelity Variable 13.462945 15.169422 12.68% 3,700 1996
------------------------------------------------------------------------------------------------
Insurance Products 10.106677 13.462945 33.21% 0 1995
------------------------------------------------------------------------------------------------
Fund -Equity Income 10.000000 10.106677 1.07% 0 1994
------------------------------------------------------------------------------------------------
Portfolio-NQ
- ------------------------------------------------------------------------------------------------------------------------------
Fidelity Variable 13.876546 15.693143 13.09% 0 1996
------------------------------------------------------------------------------------------------
Insurance Products 10.396250 13.876546 33.48% 0 1995
------------------------------------------------------------------------------------------------
Fund - 10.000000 10.396250 3.96% 0 1994
------------------------------------------------------------------------------------------------
Growth Portfolio-Q
- ------------------------------------------------------------------------------------------------------------------------------
Fidelity Variable 13.876546 15.693143 13.09% 0 1996
------------------------------------------------------------------------------------------------
Insurance Products 10.396250 13.876546 33.48% 0 1995
------------------------------------------------------------------------------------------------
Fund - 10.000000 10.396250 3.96% 0 1994
------------------------------------------------------------------------------------------------
Growth Portfolio-NQ
- ------------------------------------------------------------------------------------------------------------------------------
Fidelity Variable 10.000000 11.086098 10.86% 0 1996
------------------------------------------------------------------------------------------------
Insurance Products
------------------------------------------------------------------------------------------------
Fund - Overseas
------------------------------------------------------------------------------------------------
Portfolio-Q
- ------------------------------------------------------------------------------------------------------------------------------
Fidelity Variable 10.000000 11.086098 10.86% 0 1996
------------------------------------------------------------------------------------------------
Insurance Products
------------------------------------------------------------------------------------------------
Fund - Overseas
------------------------------------------------------------------------------------------------
Portfolio-NQ
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>
10
12 of 96
<PAGE> 13
CONDENSED FINANCIAL INFORMATION (continued)
Accumulation Unit Values (For an Accumulation Unit Outstanding
Throughout the Period)
<TABLE>
<CAPTION>
Accumulation Accumulation Number of
Unit Value Unit Value Accumulation Units
Fund At Beginning At End Percent Change In Outstanding At The Year
Of Period Of Period Unit Value End Of The Period
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
MFS Variable 10.000000 11.549651 15.50% 0 1996
------------------------------------------------------------------------------------------------
Insurance
------------------------------------------------------------------------------------------------
Trust - Emerging
------------------------------------------------------------------------------------------------
Growth Series-Q
- ------------------------------------------------------------------------------------------------------------------------------
MFS Variable 10.000000 11.549651 15.50% 4,480 1996
------------------------------------------------------------------------------------------------
Insurance
------------------------------------------------------------------------------------------------
Trust - Emerging
------------------------------------------------------------------------------------------------
Growth Series-NQ
- ------------------------------------------------------------------------------------------------------------------------------
MFS Variable 10.000000 11.250472 12.50% 0 1996
------------------------------------------------------------------------------------------------
Insurance
------------------------------------------------------------------------------------------------
Trust - Total Return
------------------------------------------------------------------------------------------------
Series-Q
- ------------------------------------------------------------------------------------------------------------------------------
MFS Variable 10.000000 11.250472 12.50% 0 1996
------------------------------------------------------------------------------------------------
Insurance
------------------------------------------------------------------------------------------------
Trust - Total Return
------------------------------------------------------------------------------------------------
Series-NQ
- ------------------------------------------------------------------------------------------------------------------------------
Nationwide Separate 13.052715 16.233102 24.37% 0 1996
------------------------------------------------------------------------------------------------
Account Trust - 10.233420 13.052715 27.55% 0 1995
------------------------------------------------------------------------------------------------
Capital 10.000000 10.233420 2.33% 0 1994
------------------------------------------------------------------------------------------------
Appreciation Fund-Q
- ------------------------------------------------------------------------------------------------------------------------------
Nationwide Separate 13.052715 16.233102 24.37% 0 1996
------------------------------------------------------------------------------------------------
Account Trust - 10.233420 13.052715 27.55% 0 1995
------------------------------------------------------------------------------------------------
Capital 10.000000 10.233420 2.33% 0 1994
------------------------------------------------------------------------------------------------
Appreciation Fund-NQ
- ------------------------------------------------------------------------------------------------------------------------------
Nationwide Separate 11.809424 12.049218 2.03% 0 1996
------------------------------------------------------------------------------------------------
Account Trust - 10.085978 11.809424 17.09% 0 1995
------------------------------------------------------------------------------------------------
Government 10.000000 10.085978 0.86% 0 1994
------------------------------------------------------------------------------------------------
Bond Fund-Q
- ------------------------------------------------------------------------------------------------------------------------------
Nationwide Separate 11.809424 12.049218 2.03% 0 1996
------------------------------------------------------------------------------------------------
Account Trust - 10.085978 11.809424 17.09% 0 1995
------------------------------------------------------------------------------------------------
Government 10.000000 10.085978 0.86% 0 1994
------------------------------------------------------------------------------------------------
Bond Fund-NQ
- ------------------------------------------------------------------------------------------------------------------------------
Nationwide Separate 10.452337 10.832592 3.64% 0 1996
------------------------------------------------------------------------------------------------
Account Trust - 10.032917 10.452337 4.18% 0 1995
------------------------------------------------------------------------------------------------
Money Market Fund-Q 10.000000 10.032917 0.33% 0 1994
- ------------------------------------------------------------------------------------------------------------------------------
Nationwide Separate 10.452337 10.832592 3.64% 0 1996
------------------------------------------------------------------------------------------------
Account Trust - 10.032917 10.452337 4.18% 0 1995
------------------------------------------------------------------------------------------------
Money Market Fund-NQ 10.000000 10.032917 0.33% 0 1994
- ------------------------------------------------------------------------------------------------------------------------------
Nationwide Separate 10.000000 12.165184 21.65% 0 1996
------------------------------------------------------------------------------------------------
Account Trust -
------------------------------------------------------------------------------------------------
Small Company
------------------------------------------------------------------------------------------------
Fund -Q
- ------------------------------------------------------------------------------------------------------------------------------
Nationwide Separate 10.000000 12.165184 21.65% 0 1996
------------------------------------------------------------------------------------------------
Account Trust -
------------------------------------------------------------------------------------------------
Small Company
------------------------------------------------------------------------------------------------
Fund-NQ
- ------------------------------------------------------------------------------------------------------------------------------
Nationwide Separate 12.931259 15.533934 20.13% 0 1996
------------------------------------------------------------------------------------------------
Account Trust - 10.158849 12.931259 27.29% 0 1995
------------------------------------------------------------------------------------------------
Total Return Fund-Q 10.000000 10.158849 1.59% 0 1994
- ------------------------------------------------------------------------------------------------------------------------------
Nationwide Separate 12.931259 15.533934 20.13% 0 1996
------------------------------------------------------------------------------------------------
Account Trust - 10.158849 12.931259 27.29% 0 1995
------------------------------------------------------------------------------------------------
Total Return Fund-NQ 10.000000 10.158849 1.59% 0 1994
- ------------------------------------------------------------------------------------------------------------------------------
Neuberger & Berman 12.368574 13.034105 5.38% 0 1996
------------------------------------------------------------------------------------------------
Advisers Management - 10.135509 12.368574 22.03% 0 1995
------------------------------------------------------------------------------------------------
Balanced Portfolio-Q 10.000000 10.135509 1.36% 0 1994
- ------------------------------------------------------------------------------------------------------------------------------
Neuberger & Berman 12.368574 13.034105 5.38% 0 1996
------------------------------------------------------------------------------------------------
Advisers Management - 10.135509 12.368574 22.03% 0 1995
------------------------------------------------------------------------------------------------
Balanced Portfolio-NQ 10.000000 10.135509 1.36% 0 1994
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>
* The 7 - day yield on the Money Market Fund as of December 30, 1996 was 3.54%.
11
13 OF 96
<PAGE> 14
NATIONWIDE LIFE AND ANNUITY INSURANCE COMPANY
Nationwide Life and Annuity Insurance Company (the "Company"), formerly
Financial Horizons Life Insurance Company, is a stock life insurance company
organized under the laws of the State of Ohio and was established in February,
1981. The Company is a member of the "Nationwide Insurance Enterprise," with its
Home Office at One Nationwide Plaza, Columbus, Ohio 43215. The Company offers
certain life insurance products and annuities.
THE VARIABLE ACCOUNT
The Variable Account was established by the Company on May 6, 1987,
pursuant to the provisions of Ohio law. On April 6, 1988, the name of the
Variable Account was established as the "Financial Horizons VA Separate
Account-1." Subsequently, the name of the Variable Account was changed to
"Nationwide VA Separate Account-A" pursuant to a resolution by the Board of
Directors. 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), as
designated by the Contract Owner. There are two Sub-Accounts within the Variable
Account for each of the underlying Mutual Fund option(s) which may be designated
by the Contract Owner. One such Sub-Account contains the underlying Mutual Fund
shares attributable to Accumulation Units under Qualified Contracts and one such
Sub-Account contains the underlying Mutual Fund shares attributable to
Accumulation Units under Non-Qualified Contracts.
Underlying Mutual Fund Options
Contracts Owners may choose from among a number of different Sub-Account
options. A summary of investment objectives is contained in the Mutual Fund
options below. There can be no assurance that any of the underlying Mutual Fund
options will achieve its objective. More detailed information may be found in
the current prospectus for each underlying Mutual Fund option offered. Such a
prospectus for the underlying Mutual Fund option(s) should be read in
conjunction with this prospectus. A copy of each prospectus may be obtained
without charge from Nationwide Life and Annuity Insurance Company by calling
(800) 533-5622, TDD (800) 238-3035 or writing P.O. Box 182008, Columbus, Ohio
43218-2008.
The underlying Mutual Funds may also be available to registered separate
accounts offering variable annuity and variable life products of other
participating insurance companies, as well as to the Variable Account and 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 Funds. 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 a conflict, the Company will take any steps necessary to protect
Contract Owners and variable annuity payees, including withdrawal of the
Variable Account from participation in the underlying Mutual Fund or Mutual
Funds which are involved in the conflict.
Contract Owners may choose from among the following underlying Mutual Fund
options under the Contracts. There can be no assurance that any of the
underlying Mutual Fund options will achieve its objective.
Federated Insurance Series (Formerly "Federated Insurance Management Series")
The Federated Insurance Series (the "Trust") is an open-end, management
investment company organized as a Massachusetts business trust under a
Declaration of Trust on September 15, 1993. Shares of the Trust are sold to
insurance companies as funding vehicles for variable annuity contracts and
variable life insurance policies issued by the insurance companies. Federated
Advisers, a Delaware business trust organized on April 11, 1989, serves as the
Trusts' adviser.
12
14 of 96
<PAGE> 15
-Federated High Income Bond Fund II (Formerly "Corporate Bond Fund")
Investment Objective: To seek high current income by investing primarily
(at least 65% of fund assets) in lower-rated corporate bonds. Other fixed
income securities in which this Fund invests include, but are not limited
to, preferred stocks, debentures, notes, equipment lease certificates, and
equipment trust certificates. The potential for capital growth may be
considered in the purchase of various fund assets, but only when consistent
with the investment objective of high current income.
This Fund's portfolio consists primarily of lower-rated corporate debt
obligations, which are commonly referred to as "junk bonds." Purchasers
should carefully assess the risks associated with an investment in this
Fund.
-Federated American Leaders Fund II (Formerly "Equity Growth & Income
Fund")
Investment Objective: Primarily to achieve long-term growth of capital and
secondarily, to provide income. This Fund pursues its investment objectives
by investing under normal circumstances at least 65% of its total assets in
common stock of "blue-chip" companies. "Blue-chip" companies are generally
top-quality, established growth companies which, in the opinion of the
investment adviser, meet specified criteria which is enumerated in the
underlying mutual fund prospectus. There is no assurance that the Fund will
achieve its investment objectives.
Fidelity Variable Insurance Products Fund
The Fidelity Variable Insurance Products Fund ("VIP Fund") is an open-end,
diversified, management investment company organized as a Massachusetts business
trust on November 13, 1981. The VIP Fund's shares are purchased by insurance
companies to fund benefits under variable insurance and annuity policies.
Fidelity Management & Research Company ("FMR") is the 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. This Portfolio's goal
is to achieve a yield which exceeds the composite yield of the securities
comprising the Standard & Poor's 500 Composite Stock Price Index.
-Overseas Portfolio
Investment Objective: To seek long term growth of capital primarily through
investments in foreign securities. This Portfolio provides a means for
investors to diversify their own portfolios by participating in companies
and economies outside the United States.
MFS(R) Variable Insurance Trust(SM)
The MFS(R) Variable Insurance Trust(SM) ("Trust") is an open-end,
registered management investment company organized as a business trust under the
laws of The Commonwealth of Massachusetts by a Declaration of Trust dated
February 1, 1994. The Trust currently offers shares of each Series to insurance
company separate accounts to fund variable life or annuity contracts.
Massachusetts Financial Services Company("MFS"), a Delaware Corporation, is the
investment adviser to each Series.
-MFS(R) Emerging Growth Series
Investment Objective: To seek growth of capital. The selection of
securities is made solely on the basis of potential for growth of capital.
Dividend and interest income from portfolio securities, if any, is
incidental to the investment objective of long-term growth of capital.
-MFS(R) Total Return Series
Investment Objective: To obtain above-average income consistent with what
management believes to be prudent employment of capital. While current
income is the primary objective, the Series believes that there also should
be a reasonable opportunity for growth of capital and income, since many
securities offering a better-than-average yield may possess growth
potential.
The MFS(R) Emerging Growth Series and the MFS(R) Total Return Series may
invest to a limited extent in lower rated fixed income securities or
comparable unrated securities commonly known as "junk bonds."
13
15 of 96
<PAGE> 16
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 separate underlying Mutual Funds listed below, each with
its own investment objectives. Currently, shares of the Trust will be sold to
life insurance company separate accounts to fund the benefits under variable
insurance or annuity policies issued by life insurance companies. The assets of
the Trust are managed by Nationwide Advisory Services, Inc. ("NAS") of One
Nationwide Plaza, Columbus, Ohio 43215, a wholly-owned subsidiary of Nationwide
Life Insurance Company.
-Government Bond Fund
Investment Objective: To provide as high a level of income as is consistent
with the preservation of capital. This Fund 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: To seek 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. NAS
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 different investment styles, NAS hopes to
increase prospects for investment return and to reduce market risk and
volatility.
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 underlying Mutual Funds.
These shares will be voted in accordance with instructions received from
Contract Owners who have an interest in the Variable Account. 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 Contract Owner shall be the person who has the voting interest under a
Contract. The number of underlying Mutual Fund shares attributable to each
Contract Owner is determined by dividing the Contract Owner's interest in each
respective Sub-Account of the Variable Account by the net asset value of the
underlying Mutual Fund corresponding to the Sub-Account. The number of shares
which a person has the right to vote will be determined as of the date to be
chosen by the Company not more than 90 days prior to the meeting of the
underlying Mutual Fund. Each person having a 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.
Voting instructions will be solicited by written communication at least 21
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.
Substitution of Securities
If the shares of the underlying Mutual Fund options 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, the Company may
eliminate Sub-Accounts, combine two or more Sub-Accounts or substitute shares of
one or more underlying Mutual
14
16 of 96
<PAGE> 17
Funds for the 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, under such requirements as it may impose.
VARIABLE ACCOUNT CHARGES AND OTHER DEDUCTIONS
Expenses of the Variable Account
The Variable Account is responsible for the following types of expenses:
(1) administration expenses relating to the issuance and maintenance of the
Contracts; (2) mortality risk charge associated with guaranteeing the annuity
purchase rates at issue for the life of the Contracts; and (3) expense risk
charge associated with guaranteeing that the Mortality Risk, Expense Risk,
Contract Maintenance and Administration Charges described in this prospectus
will not change regardless of actual expenses. If these charges are insufficient
to cover these expenses, the loss will be borne by the Company.
Deductions from and expenses paid of the assets of the underlying Mutual
Funds are described in each underlying Mutual Fund prospectus.
For 1996, the Variable Account incurred total expenses equal to 1.60% of
its average net assets, relating to the administrative, sales, mortality and
expense risk charges described above for all contracts outstanding during that
year.
Mortality Risk Charge
The Company assumes a "mortality risk" by virtue of annuity rates
incorporated into the Contract which cannot be changed regardless of the death
rates of persons receiving annuity payments or of the general population.
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 rate of 0.80% of the daily net asset value of the Variable
Account. The deduction of the Mortality Risk Charge is made from each
Sub-Account in the same proportion that the Contract Value in each Sub-Account
bears to the total Contract Value in the Variable Account. The Company expects
to generate a profit through assessing this charge.
Expense Risk Charge
The Company will not increase charges for administration of the Contracts
regardless of its actual expenses. For assuming this expense risk, the Company
deducts an Expense Risk Charge from the Variable Account. This amount is
computed on a daily basis and is equal to an annual rate of 0.45% of the daily
net asset value of the Variable Account. The deduction of the Expense Risk
Charge is made from each Sub-Account in the same proportion that the Contract
Value in each Sub-Account bears to the total Contract Value in the Variable
Account. The Company expects to generate a profit through assessing this charge.
Contract Maintenance Charge and Administration Charge
The Company deducts a Contract Maintenance Charge and an Administration
Charge from the Contract Value to reimburse it for administrative expenses
relating to the issuance and maintenance of the Contract. The Administration
Charge is equal on an annual basis to 0.15% of the daily net asset value of the
Variable Account. The deduction of the Administration Charge is made from each
Sub-Account in the same proportion that the value in that Sub-Account bears to
the total Variable Account value. The Contract Maintenance Charge and
Administration Charge are designed only to reimburse the Company for
administrative expenses and the Company will monitor these charges to ensure
that they do not exceed annual administration expenses.
For Individual Retirement Annuities and Non-Qualified Contracts, the
Contract Maintenance Charge is a one-time set up fee. The Contract Maintenance
Charge varies from $50 to $0. Variances are based upon the initial Purchase
Payment as follows:
15
17 of 96
<PAGE> 18
One-Time
Initial Purchase Payment Contract Maintenance Charge
Up to $14,999 $50
$15,000 to $39,999 $30
$40,000 and over $0
For Qualified, Tax Sheltered Annuity, and SEP-IRA Contracts, there is no
Contract Maintenance Charge.
The amount of the Contract Maintenance Charge may not be increased by the
Company. In no event will reduction or elimination of the Contract Maintenance
Charge be permitted where such reduction or elimination will be unfairly
discriminatory to any person, or where it is prohibited by state law.
Contingent Deferred Sales Charge
No deduction for a sales charge is made from the Purchase Payments for
these Contracts. However, if any part of the Contract Value of such Contract is
surrendered, the Company will, with certain exceptions (see "Waiver of the
Contingent Deferred Sales Charge"), deduct a Contingent Deferred Sales Charge
not to exceed 7% of the lesser of the total of all Purchase Payments made within
84 months prior to the date of the request to surrender, or the amount
surrendered. The Contingent Deferred Sales Charge (CDSC), when it is applicable,
will be used to cover expenses relating to the sale of the Contracts, including
commissions paid to sales personnel, the costs of preparation of sales
literature and other promotional activity. The Company expects to recover most
of its distribution costs relating to the sale of the Contracts from the
Contingent Deferred Sales Charge. Any shortfall will be made up from the General
Account of the Company, which may indirectly include portions of the Mortality
and Expense Risk Charges, since the Company expects to generate a profit from
these charges. The maximum amount that may be paid to a selling agent on the
sale of these Contracts is 6.9 % of Purchase Payments.
The Contingent Deferred Sales Charge is calculated by multiplying the
applicable Contingent Deferred Sales Charge percentages noted below by the
Purchase Payments that are surrendered. For purposes of calculating the amount
of the Contingent Deferred Sales Charge, surrenders are considered to come first
from the oldest Purchase Payment made to the Contract, then from the next oldest
Purchase Payment and so forth. For tax purposes, a surrender is usually treated
as a withdrawal of earnings first. The Contingent Deferred Sales Charge applies
as follows to Purchase Payments withdrawn:
Number of Completed Contingent Deferred
Years From Date of Sales Charge
Purchase Payment Percentage
0 7%
1 6%
2 5%
3 4%
4 3%
5 2%
6 1%
7 0%
Waiver of the Contingent Deferred Sales Charge
Each Contract year, the Contract Owner may withdraw without a Contingent
Deferred Sales Charge (CDSC), the greater of (a) an amount equal to 10% of that
Purchase Payment made to the Contract or (b) any amount withdrawn in order for
the Contract to meet minimum distribution requirements under the Code.
Withdrawals may be restricted for Contracts issued pursuant to the terms of a
Tax Sheltered Annuity Plan, or other Qualified Plan. This CDSC - free withdrawal
privilege is non-cumulative, that is, free amounts not taken during any given
Contract Year cannot be taken as free amounts in a subsequent Contract Year.
In addition, no Contingent Deferred Sales Charge will be deducted: (1) upon
the annuitization of Contracts which have been in force for at least two years;
(2) upon payment of a Death Benefit pursuant to the death of the Annuitant or
(3) from any value which have been held under a Contract for at least 84 months.
No Contingent Deferred Sales Charge applies upon the transfer of value
among the Sub-Accounts or between the Fixed Account and the Variable Account.
When a Contract described in this prospectus is exchanged for another contract
issued by the Company or any of its affiliated insurance companies, of the type
16
18 of 96
<PAGE> 19
and class which the Company determined is eligible for such exchange, the
Company may waive or reduce the Contingent Deferred Sales Charge on the first
Contract. A Contingent Deferred Sales Charge may apply to the contract received
in the exchange. Sales without commissions or other standard distribution
expenses can result in the waiver or reduction of the Contingent Deferred Sales
Charge.
When a Contract is held by a Charitable Remainder Trust, the amount which
may be withdrawn from this Contract without application of a Contingent Deferred
Sales Charge, shall be the larger of (a) or (b), where (a) is the amount which
would otherwise be available for withdrawal without application of a Contingent
Deferred Sales Charge; and where (b) is the difference between the total
Purchase Payments made to the Contract as of the date of the withdrawal (reduced
by previous withdrawals of such Purchase Payments), and the Contract Value at
the close of the day prior to the date of the withdrawal.
For Tax Sheltered Annuity Contracts and Qualified Contracts, the Company
will waive the Contingent Deferred Sales Charge when:
A. the Plan Participant experiences a case of hardship (as provided in
Code Section 403(b) and as defined for purposes of Code Section
401(k));
B. the Plan Participant becomes disabled (within the meaning of Code
Section 72(m)(7));
C. the Plan Participant attains age 59 1/2 and has participated in the
Contract for at least 5 years, as determined from the Contract
Anniversary date immediately preceding the Distribution;
D. the Plan Participant has participated in the Contract for at least 15
years as determined from the Contract Anniversary date immediately
preceding the Distribution;
E. the Plan Participant dies; or
F. the Contract is annuitized after 2 years from the inception of the
Contract.
The Contract Owner may be subject to income tax on all or a portion of any
such withdrawals and to a tax penalty if the Contract Owner takes withdrawals
prior to age 59 1/2 (See "FEDERAL TAX CONSIDERATIONS- Non-Qualified
Contracts-Natural Persons as Owners").
In addition, the Company may waive or reduce the Contingent Deferred Sales
Charge for Non-Qualified Contracts when sales are made without commission or
other standard distribution expenses, resulting in savings to the Company for
the cost of the distribution effort.
After the third Contract Anniversary, the Contingent Deferred Sales Charge
will not apply if the Contract Owner is confined to a long term care facility or
hospital and has been so confined for a continuous 90 day period as of the date
of the surrender request.
In no event will elimination of Contingent Deferred Sales Charges be
permitted where such elimination will be unfairly discriminatory to any person,
or where it is prohibited by state law.
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%. The 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 taxes
from a Contract Owner's Contract Value: (1) at the time the Contract is
surrendered, (2) at Annuitization, or (3) in those states which require, at the
time Purchase Payments are made to the Contract.
17
19 of 96
<PAGE> 20
OPERATION OF THE CONTRACT
Investments of the Variable Account
The Contract Owner elects to have Purchase Payments attributable to his or
her participation in the Variable Account allocated among one or more of the
Sub-Accounts which consist of shares in the underlying Mutual Funds. Shares of
the respective underlying Mutual Funds specified by the Contract Owner are
purchased at net asset value for the respective Sub-Account(s) and converted
into Accumulation Units. The election as to allocation of Purchase Payments or
as to transfers of the Contract Value from one Sub-Account to another may be
changed by the Contract Owner pursuant to such terms and conditions applicable
to such transactions as may be imposed by each of the underlying Mutual Funds,
in addition to those set forth in the Contracts.
The initial Purchase Payment allocated to designated Sub-Accounts of the
Variable Account will be priced no later than 2 business days after receipt of
an order to purchase, if all information necessary for processing the purchase
order is complete. The Company may, however, retain the Purchase Payment for up
to 5 business days while attempting to complete the order to purchase. If it is
not 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 order to purchase is complete. Thereafter, the
Purchase Payment will be priced on the basis of the Accumulation Unit Value next
computed for the appropriate Sub-Account after the additional Purchase Payment
is received.
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.
Allocation of Purchase Payments and Contract Value
Purchase Payments are allocated to the Fixed Account and/or one or more
Sub-Accounts within the Variable Account in accordance with the designation of
the underlying Mutual Fund options by the Contract Owner, and converted into
Accumulation Units.
The initial Purchase Payment must be at least $5,000 for Non-Qualified
Contracts or $2,000 for Individual Retirement Annuities. However, if periodic
payments are expected by the Company, this initial first year minimum may be
satisfied by Purchase Payments made on an annualized basis. Purchase Payments,
if any, after the first Contract Year must be at least $100 each for
Non-Qualified Contracts and $150 for Individual Retirement Annuities. The
Company, however, reserves the right to lower the Purchase Payment minimum for
certain employer sponsored programs. The Company may reject any Purchase Payment
that does not meet the minimum payment requirement. The Contract Owner is not
obligated to continue Purchase Payments in the amount or at the frequency
elected. There are no penalties for failure to continue Purchase Payments.
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 PURCHASER IS CAUTIONED THAT INVESTMENT RETURN ON SMALL INITIAL AND
SUBSEQUENT PURCHASE PAYMENTS MAY BE LESS THAN CHARGES ASSESSED BY THE COMPANY.
Value of an Accumulation Unit
The value of an Accumulation Unit for each Sub-Account was arbitrarily set
initially at $10 when underlying Mutual Fund shares in that Sub-Account were
available for purchase. The value for any subsequent Valuation Period is
determined by multiplying the Accumulation Unit value for each Sub-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:
18
20 of 96
<PAGE> 21
(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) 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 immediately preceding
Valuation Period, plus or minus
(2) The per share charge or credit, if any, for any taxes reserved for in
the immediately preceding Valuation Period (see "Charge For Tax
Provisions").
(c) is a factor representing the Mortality Risk Charge, Expense Risk Charge and
Administration Charge deducted from the Variable Account. Such factor is
equal to an annual rate of 1.40% of the daily net asset value of the
Variable Account.
For underlying Mutual Funds options that credit dividends on a daily basis
and pay such dividends once a month, 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 Mortality Risk Charge, Expense Risk Charge, Administration Charge
and any charge or credit for tax reserves.
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 Accumulation Units attributable to the Contract
plus any amounts credited to the Fixed Account under the Contract is the
Contract Value. The number of Accumulation Units credited per each Sub-Account
are determined by dividing the net amount allocated to the Sub-Account by the
Accumulation Unit Value for the Sub-Account for the Valuation Period during
which the Purchase Payment is received by the Company. If 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 and an appropriate amount from the Fixed Account will be deducted in the
same proportion that the Contract Owner's interest in the Variable Account and
the Fixed Account bears to the total Contract Value.
Right to Revoke
Unless otherwise required by state and/or federal law, the Contract Owner
may revoke the Contract 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
Payment. 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 between the fixed and variable account must be made prior to the
Annuitization Date. The Contract Owner may request a transfer of up to 100% of
the Variable Account value to the Fixed Account without penalty or adjustment.
The Company reserves the right to restrict transfers from the Variable Account
to the Fixed Account to 25% of the Contract Value for any 12 month period. The
Company, at its sole discretion, reserves the right to refuse transfers or
deposits to the Fixed Account if the Fixed Account is greater than or equal to
30% of the total Contract Value. The Company may, in any Contract Year, restrict
transfers from the Variable Account to the Fixed Account to 10% of the Variable
Account at the time of the transfer. All amounts transferred must remain on
deposit in the Fixed Account until the expiration of the Interest Rate Guarantee
Period. Transfers from the Fixed Account may not be made prior to the end of the
then current
19
21 of 96
<PAGE> 22
Interest Rate Guarantee Period. The Interest Rate Guarantee Period for any
amount allocated to the Fixed Account expires on the final day of a calendar
quarter during which the one year anniversary of the allocation to the Fixed
Account occurs. Therefore, the Interest Rate Guarantee Period for deposits or
transfers to the Fixed Account may continue for up to three months after a one
year period has expired. For all transfers involving the Variable Account, the
Contract Owner's value in each Sub-Account will be determined as of the date the
transfer request is received in the Home Office in good order.
The Contract Owner may at the maturity of an Interest Rate Guarantee
Period, transfer a portion of the value of the Fixed Account to the Variable
Account. The maximum percentage that may be transferred from the Fixed Account
to the Variable Account will be determined by the Company, at its sole
discretion, but will not be less than 10% of the total value of the portion of
the Fixed Account that is maturing. The amount that may be transferred from the
Fixed Account will be declared upon the expiration date of the then current
Interest Rate Guarantee Period. Transfers from the Fixed Account must be made
within 45 days after the expiration date of the then current Interest Rate
Guarantee Period. Owners who have entered into a Dollar Cost Averaging Agreement
with the Company (see "Dollar Cost Averaging") may transfer from the Fixed
Account to the Variable Account under the terms of that agreement.
Transfers may be made either in writing, or by telephone, in states
allowing such transfers, by telephone. This telephone exchange privilege is made
available to Contract Owners automatically without the Contract Owner's
election. 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; or such other procedures as the Company may deem reasonable. Any
losses incurred pursuant to actions taken by the Company in reliance on
telephone instructions reasonably believed 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.
Contract 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. Prior to the Annuitization
Date, the Contract Owner may name a new Contract Owner in Non-Qualified
Contracts. Such change may be subject to state and federal gift taxes and may
also result in federal income taxation. Any change of Contract Owner designation
will automatically revoke any prior Contract Owner designation. Once proper
notice of the change is received and recorded by the Company, the change will
become effective as of the date the written request is signed. A change of
Contract Owner will not apply and will not be effective with respect to any
payment made or action taken by the Company prior to the time that the change
was received and recorded by the Company.
Prior to the Annuitization Date, the Contract Owner may request a change in
the Annuitant, Beneficiary, or Contingent Beneficiary. Such a request must be
made in writing on a form acceptable to the Company and must be signed by both
the Contract Owner and the person to be named as Annuitant, if applicable. Such
request must be received by the Company at its Home Office prior to the
Annuitization Date. Any such change is subject to underwriting and approval by
the Company. If the Contract Owner is not a natural person and there is a change
of the Annuitant, such change shall be treated as the death of a Contract Owner
and Distributions shall be made as if the Contract Owner died at the time of
such change.
Joint Ownership Provisions
Where permitted by state law, Joint Owners must be spouses at the time
joint ownership is requested. If named, the Joint Owner possesses an undivided
interest in the entire Contract, along with the Contract Owner. When a Joint
Owner is named, the exercise of any ownership right in the Contract shall
require a written indication, signed by both the Contract Owner and Joint Owner,
of an intent to exercise such right, unless the Contract Owner and Joint Owner
provide in the application that the exercise of any such ownership right may be
made by either the Owner or Joint Owner independently of one another. In this
latter situation, the Company will not be liable for any loss, liability, cost,
or expense for acting in accordance with the instructions of either the Contract
Owner or Joint Owner. Prior to the Annuitization Date, a surviving Joint Owner
shall retain sole rights in the Contract upon the other Joint Owner's death if
the deceased Joint Owner was not also the Annuitant. If the deceased Joint Owner
was also the Annuitant, disposition of the Contract will be determined based on
provisions in the "Death of Annuitant" Sections.
20
22 of 96
<PAGE> 23
Beneficiary Provisions
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 no Contingent Beneficiaries survive the
Annuitant, all rights and interest of the Contingent Beneficiary will vest with
the Contract Owner or the estate of the last surviving Contract Owner.
Subject to the terms of any existing assignment, the Contract Owner may
change the Beneficiary or Contingent Beneficiary during the lifetime of the
Annuitant, by written notice to 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 recorded, 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.
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, and 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 guarantee. In some
cases (for example, requests by a corporation, partnership, agent, fiduciary, or
surviving Joint Owner), the Company will require additional documentation of a
customary nature.
The Company will, upon receipt of any such written request, surrender a
number of Accumulation Units from the Variable Account and an amount from the
Fixed Account necessary to equal the gross dollar amount requested, less any
applicable Contingent Deferred Sales Charge (see "Contingent Deferred Sales
Charge"). 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, and the Fixed Account. The number
of Accumulation Units surrendered from each Sub-Account and the amount
surrendered from the Fixed Account will be in the same proportion that the
Contract Owner's interest in the Sub-Accounts and Fixed Account 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 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.
With respect to Contracts issued under the Texas Optional Retirement
Program, the Texas Attorney General has ruled that withdrawal benefits are
available only in the event of a participant's death, retirement, termination of
employment due to total disability, or other termination of employment in a
Texas public institution of higher education. A participant will not, therefore,
be entitled to the right of withdrawal in order to receive the cash values
credited to such participant under the Contract unless one of the foregoing
conditions has been satisfied. The value of such Contracts may, however, be
transferred to other contracts or other carriers during the period of
participation in the Optional Retirement Program. The Company issues this
Contract to participants in the Optional Retirement Program in reliance upon,
and in compliance with, Rule 6c-7 of the Investment Company Act of 1940.
Surrenders Under a Qualified Plan or Tax Sheltered Annuity Contract
Except as provided below, the Contract Owner may Surrender part or all of
the Contract Value at any time this Contract is in force prior to the earlier of
the Annuitization Date or the death of the Annuitant:
21
23 of 96
<PAGE> 24
A. The surrender of Contract Value attributable to contributions made pursuant
to a salary reduction agreement (within the meaning of Code Section
402(g)(3)(A) or (C)), or transfers from a Custodial Account described in
Section 403(b)(7) of the Code (403(b)(7) Custodial Accounts), may be
executed only-
1. when the Contract Owner attains age 59 1/2, separates from service,
dies, or becomes disabled (within the meaning of Code Section
72(m)(7)); or
2. in the case of hardship (as defined for purposes of Code Section
401(k)), provided that any surrender of Contract Value in the case of
hardship may not include any income attributable to salary reduction
contributions.
B. The surrender limitations described in A. above also apply to:
1. salary reduction contributions to Tax Sheltered Annuities made for
plan years beginning after December 31, 1988;
2. earnings credited to Tax Sheltered Annuities after the last plan year
beginning before January 1, 1989, on amounts attributable to salary
reduction contributions; and
3. all amounts transferred from 403(b)(7) Custodial Accounts (except that
earnings, and employer contributions as of December 31, 1988 in such
Custodial Accounts may be withdrawn in the case of hardship).
C. Any Distribution other than the above, including exercise of a contractual
ten-day free look provision (when available) may result in the immediate
application of taxes and penalties and/or retroactive disqualification of a
Qualified Contract or Tax Sheltered Annuity.
A premature Distribution may not be eligible for rollover treatment. To
assist in preventing disqualification of a Tax Sheltered Annuity in the event of
a ten-day free look, the Company will agree to transfer the proceeds to another
contract which meets the requirements of Section 403(b) of the Code, upon proper
direction by the Contract Owner. The foregoing is the Company's understanding of
the withdrawal restrictions which are currently applicable under Section
401(k)(2)(B), Section 403(b)(11) and Revenue Ruling 90-24. Such restrictions are
subject to legislative change and/or reinterpretation from time to time.
Distributions pursuant to Qualified Domestic Relations Orders will not be
considered in violation of the restrictions stated above.
The contract surrender provisions may also be modified pursuant to the plan
terms and Code tax provisions when the contract is issued pursuant to a
Qualified Plan.
Loan Privilege
Prior to the Annuitization Date, the Owner of a Qualified Contract or Tax
Sheltered Annuity Contract may receive a loan from the Contract Value subject to
the terms of the Contract, the Plan, and the Code, which may impose restrictions
on loans.
Loans from Qualified Contracts or Tax Sheltered Annuities are available
beginning 30 days after the Date of Issue. The Contract Owner may borrow a
minimum of $1,000. In non-ERISA plans, for Contract Values up to $20,000, the
maximum loan balance which may be outstanding at any time is 80% of the Contract
Value, but not more than $10,000. If the Contract Value is $20,000 or more, the
maximum loan balance which may be outstanding at any time is 50% of the Contract
Value, but not more than $50,000. For ERISA plans, the maximum loan balance
which may be outstanding at any time is 50% of the Contract Value, but not more
than $50,000. The $50,000 limit will be reduced by the highest loan balances
owed during the prior one-year period. Additional loans are subject to the
Contract minimum amount. The aggregate of all loans may not exceed the Contract
Value limitations stated in this provision.
For salary reduction Tax Sheltered Annuities, loans may only be secured by
the Contract Value. For loans from Qualified Contracts and other Tax Sheltered
Annuities, the Company reserves the right to limit a loan to 50% of the Contract
Value subject to the acceptance by the Contract Owner of the Company's loan
agreement. Where permitted, the Company may require other named collateral where
the loan from a Contract exceeds 50% of the Contract Value.
All loans are made from a collateral fixed account. An amount equal to the
principal amount of the loan will be transferred to the collateral fixed
account. Unless instructed to the contrary by the Contract Owner, the Company
will first transfer to the collateral fixed account the Variable Account units
from the Contract Owner's investment options in proportion to the assets in each
option until the required balance is reached or all such variable units are
exhausted. The remaining required collateral will next be transferred from the
Fixed Account.
22
24 of 96
<PAGE> 25
No withdrawal charges are deducted at the time of the loan, or on the
transfer from the Variable Account to the collateral fixed account.
Until the loan has been repaid in full, that portion of the collateral
fixed account equal to the outstanding loan balance shall be credited with
interest at a rate 2.25% less than the loan interest rate fixed by the Company
for the term of the loan. However, the interest rate credited to the collateral
fixed account will never be less than 3.0%. Specific loan terms are disclosed at
the time of loan application or loan issuance.
Loans must be repaid in substantially level payments, not less frequently
than quarterly, within five years. Loans used to purchase the principal
residence of the Contract Owner must be repaid within 15 years. During the loan
term, the outstanding balance of the loan will continue to earn interest at an
annual rate as specified in the loan agreement. Loan repayments will consist of
principal and interest in amounts set forth in the loan agreement. Loan
repayments will be allocated between the Fixed and Variable Accounts in the same
manner as a purchase payment. Both loan repayments and purchase payments will be
allocated to the Contract in accordance with the most current allocation, unless
the Contract Owner and the Company agree otherwise on a case by case basis.
If the Contract is surrendered while the loan is outstanding, the surrender
value will be reduced by the amount of the loan outstanding plus accrued
interest. If the Contract Owner/Annuitant dies while the loan is outstanding,
the Death Benefit will be reduced by the amount of the loan outstanding plus
accrued interest. If annuity payments start while the loan is outstanding, the
Contract Value will be reduced by the amount of the outstanding loan plus
accrued interest. Until the loan is repaid, the Company reserves the right to
restrict any transfer of the Contract which would otherwise qualify as a
transfer as permitted in the Code.
If a loan payment is not made when due, interest will continue to accrue. A
grace period may be available under the terms of the loan agreement. If a loan
payment is not made when due, or by the end of the applicable grace period, the
entire loan will be treated as a deemed Distribution, may be taxable to the
borrower, and may be subject to the early withdrawal tax penalty. Interest which
subsequently accrues on defaulted amounts may also be treated as additional
deemed Distributions each year. Any defaulted amounts, plus accrued interest,
will be deducted from the Contract when the Participant becomes eligible for a
Distribution of at least that amount, and this amount may again be treated as a
Distribution where required by law. Additional loans may not be available while
a previous loan remains in default.
Loans may also be subject to additional limitations or restrictions under
the terms of the employer's plan. Loans permitted under this Contract may still
be taxable in whole or part if the Plan Participant has additional loans from
other plans or contracts. The Company will calculate the maximum nontaxable loan
based on the information provided by the Plan Participant or the employer.
Loan repayments must be identified as such or else they will be treated as
Purchase Payments, and will not be used to reduce the outstanding loan principal
or interest due. The Company reserves the right to modify the loan's term or
procedures if there is a change in applicable law. The Company also reserves the
right to assess a loan processing fee.
Individual Retirement Annuities, SEP-IRA, and Non-Qualified Contracts are
not eligible for loans.
Assignment
Where permitted, the Contract Owner may assign some or all of the rights
under the Contract at any time during the lifetime of the Annuitant. Any
assignment will take effect upon receipt by the Company of a written notice
thereof executed by the Contract Owner. The Company assumes no responsibility
for the validity or sufficiency of any assignment. The Company shall not be
liable as to any payment or other settlement made by the Company before receipt
of the assignment. Where necessary for the proper administration of the terms of
the Contract, an assignment will not be recorded until the Company has received
sufficient direction from the Contract Owner and assignees as to the proper
allocation of Contract rights under the assignment.
If this Contract is a Non-Qualified Contract, any portion of Contract Value
attributable to Purchase Payments made after August 13, 1982, 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 it was pledged or assigned. In addition, any
Contract Values assigned would, under certain conditions, be subject to a tax
penalty equal to 10% of the amount which is included in gross income. All rights
in the contract are personal to the Contract Owner and may not be assigned
without written consent of the Contract Owner. Assignments of the entire
Contract Value may cause amounts to be included in gross income each year the
assignment is in effect. Individual Retirement Annuities, Individual Retirement
Accounts, Qualified Contracts, SEP IRAs and Tax Sheltered Annuities are not
eligible for assignment.
23
25 of 96
<PAGE> 26
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 or based on another frequency authorized by
the Company. If the last day of the 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 first business day after that
day. Asset Rebalancing will not affect future allocations of Purchase Payments.
An Asset Rebalancing request must be made in writing on a form provided by the
Company. The Contract Owner may want to contact a financial adviser in order to
discuss the use of Asset Rebalancing in his or her other Contract. Contracts
issued to a Qualified Plan or a Tax Sheltered Annuity Plan as defined by the
Code may have superseding plan restrictions with regard to the frequency of fund
exchanges and underlying Mutual Fund options.
The Company reserves the right to discontinue offering Asset Rebalancing
upon 30 days' written notice to the Contract Owners, however, such
discontinuation will 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-If the Contract Value is $15,000 or more, Contract
Owner may direct the Company to automatically transfer a specified amount from
the Money Market Fund Sub-Account or the Fixed Account to any other Sub-Account
within the Variable Account on a monthly basis or as frequently as otherwise
authorized by the Company. 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. The
minimum monthly Dollar Cost Averaging transfer is $100. In addition, Dollar Cost
Averaging monthly transfers from the Fixed Account must be equal to or less than
1/30th of the Fixed Account value when the Dollar Cost Averaging program is
requested. Transfers out of the Fixed Account, other than for Dollar Cost
Averaging, may be subject to certain additional restrictions (see "Transfers").
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 or the Fixed Account will be
processed monthly or on another approved frequency until either the value in the
Money Market Fund Sub-Account or the Fixed Account is completely depleted or the
Contract Owner instructs the Company in writing to cancel the transfers.
The Company reserves the right to discontinue offering Dollar Cost
Averaging upon 30 days' written notice to Contract Owners, however, such
discontinuation will not affect Dollar Cost Averaging programs already
commenced. The Company also reserves the right to assess a processing fee for
this service.
Systematic Withdrawals-A 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 Sub-Accounts in which the Contract
Owner has an interest and the Fixed Account. A Contingent Deferred Sales Charge
may apply to Systematic Withdrawals in accordance with the considerations set
forth in the "Contingent Deferred Sales Charge" section. 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. Unless otherwise directed by the
Contract Owner, the Company will withhold federal income taxes from each
Systematic Withdrawal. Unless the Contract Owner has made an irrevocable
election of Distributions of substantially equal payments, the Systematic
Withdrawals may be discontinued at any time by notifying the Company in writing.
The Company reserves the right to discontinue offering Systematic
Withdrawals upon 30 days' written notice to Contract Owners, however, such
discontinuation will not affect Systematic Withdrawal programs already
commenced. Systematic withdrawals are not available prior to the expiration of
the ten day free look provision of the Contract or of applicable state/federal
provisions. The Company also reserves the right to assess a processing fee for
this service.
24
26 of 96
<PAGE> 27
A Systematic Withdrawal program will terminate automatically at the end of
each Contract Year and may be reinstated only pursuant to a new request.
If the Contract Owner withdraws amounts pursuant to a Systematic Withdrawal
program, then the Contract Owner may withdraw each Contract Year without a CDSC
an amount up to the greater of (i) 10% of the total sum of all Purchase Payments
made to the contract at the time of withdrawal, less any Purchase Payments
previously withdrawn that were subject to a CDSC, or (ii) the specified
percentage of the Contract Value based on the Contract Owner's age, as shown in
the following table:
Contract Owner's Age Percentage of Contract Value
Under 59 1/2 5%
59 1/2to 70 1/2 7%
70 1/2to 75 9%
75 and Over 13%
If the total amounts withdrawn in any Contract Year exceed the CDSC-free
amount as calculated under the Systematic Withdrawal method described above,
then such total withdrawn amounts will be eligible only for the 10% of Purchase
Payment CDSC-free withdrawal privilege described in the "Contingent Deferred
Sales Charge" section, and the total amount of CDSC charged during the Contract
Year will be determined in accordance with that provision.
The Contract Value and the Contract Owner's age for purposes of applying
the CDSC-free withdrawal percentage described above are determined as of the
date the request for a Systematic Withdrawal program is received and recorded by
the Company at its Home Office (In the case of Joint Owners, the older Owner's
age will be used). The Contract Owner may elect to take such CDSC-free amounts
only once each Contract Year. Furthermore, this CDSC-free withdrawal privilege
for Systematic Withdrawals is non-cumulative, that is, free amounts not taken
during any given Contract Year cannot be taken as free amounts in a subsequent
Contract Year.
ANNUITY PAYMENT PERIOD, DEATH BENEFIT, AND OTHER DISTRIBUTIONS
Annuity Commencement Date
An Annuity Commencement Date will be selected at the time of application.
Such date must be the first day of a calendar month and must be at least 2 years
after the Date of Issue. In the event the Contract is issued subject to terms of
a Qualified Plan or Tax Sheltered Annuity, annuitization may occur during the
first 2 years, subject to approval by the Company.
Change in Annuity Commencement Date
The Contract Owner may, upon prior written notice to the Company, change
the Annuity Commencement Date with prior approval by the Company. The new date
must comply with the Annuity Commencement Date provisions above.
Annuity Payment Period - Variable Account
At the Annuitization Date a portion of the Contract Value may be applied to
the Annuity Payment Option elected and the amount of the first such payment
shall be determined in accordance with the Annuity Table stated 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. Once
Variable Annuity payments begin, the Owner may exchange amounts among the
Sub-Account options once per year.
25
27 of 96
<PAGE> 28
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
built into the Annuity Tables contained in the Contracts (which is used for
establishing the first variable annuity payment) (see "Net Investment Factor").
Assumed Investment Rate
A 3.5% assumed investment rate is built into the first variable annuity
payments. 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 $2,000,
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 $20, the Company shall have the right to change the
frequency of payments to such intervals as will result in payments of at least
that amount.
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
The Contract Owner may, upon prior written notice to the Company, at any
time prior to the Annuitization Date, elect one of the following Annuity Payment
Options.
Option 1-Life Annuity-An annuity payable periodically, but at least
annually, 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 THE
ANNUITANT 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 periodically,
but at least annually, 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 (2)
below.
(2) If someone other than the Annuitant is the payee, the present value,
computed as of the date in 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.
26
28 of 96
<PAGE> 29
Some of the stated Annuity Options may not be available in all states. The
Contract 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 Contract Owner of a Non-Qualified Contract fails to elect an Annuity
Payment Option, no distribution will be made until an effective Annuity Payment
Option has been elected. Contracts issued in connection with Qualified Plans,
Individual Retirement Annuities or Tax Sheltered Annuities are subject to the
minimum Distribution requirements set forth in the plan, Contract, or Code.
Death of Contract Owner Provisions - Non-Qualified Contracts
For Non-Qualified Contracts, if the Contract Owner and the Annuitant are
not the same person and such Contract Owner dies prior to the Annuitization
Date, then the Joint Owner, if any, becomes the new Contract Owner. If there is
no surviving Joint Owner, the Annuitant becomes the Contract Owner. The entire
interest in the Contract Value, less any applicable deductions (which may
include a Contingent Deferred Sales Charge), must be distributed in accordance
with the "Required Distribution Provisions- Non-Qualified Contracts" provisions.
Death of the Annuitant Provisions - Non-Qualified Contracts
If the Contract Owner and Annuitant are not the same person, and the
Annuitant dies prior to the Annuitization Date, a Death Benefit will be payable
to the Beneficiary, the Contingent Beneficiary, the Contract Owner, or the last
surviving Contract Owner's estate, as specified in the "Beneficiary Provisions".
The Beneficiary may elect to receive such Death Benefits in the form of:
(1) a lump sum distribution; (2) election of an annuity payout; or (3) any
distribution that is permitted under state and federal regulations and is
acceptable by the Company. Such election must be received by the Company within
60 days of the Annuitant's death.
If the Annuitant dies after the Annuitization Date, any benefit that may be
payable shall be paid according to the selected Annuity Payment Option.
Death of the Contract Owner/Annuitant Provisions
If any Contract Owner and Annuitant are the same person, and such person
dies before the Annuitization Date, a Death Benefit will be payable to the
Beneficiary, the Contingent Beneficiary, the Contract Owner, or the last
surviving Contract Owner's estate, as specified in the Beneficiary Provisions
and in accordance with the appropriate "Required Distributions Provisions."
If the Annuitant dies after the Annuitization Date, any benefit that may be
payable shall be paid according to the selected Annuity Payment Option.
Death Benefit Payment Provisions
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 at
the Home Office the following three items: (1) proper proof of the Annuitant's
death; (2) an election specifying the distribution method; and (3) any
applicable state required form(s).
If the Annuitant dies prior to his or her 85th birthday, the death benefit
will be the greater of: (1) the Contract Value, (2) the sum of all purchase
payments, less any amounts surrendered, or (3) the Contract Value as of the most
recent 5-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 85th birthday and prior to the Annutization Date, the Death Benefit shall
equal the Contract Value.
If the Owner/Annuitant dies prior to the first day of the calendar month
following his or her 85th birthday, and
1. the Contract Value is less than the Death Benefit as defined above, and
2. the Beneficiary is entitled to continue the Contract indefinitely (in
the case of a Beneficiary-spouse) or for any period or time consistent with
Section 72 of the Code (in the case of non-spousal beneficiaries), then the
following option will be provided:
At the direction of the Beneficiary, and in lieu of Distribution of the
Death Benefit, the Company will credit the Contract with the difference
between the Contract Value and the Death Benefit. Any such credit shall be
made among the various Sub-Accounts of the Variable Account and the Fixed
Account in the same proportional allocation existing at the time of the
Owner/Annuitant's death.
If the Annuitant dies after the Annuitization Date, any payment that may be
payable will be determined according to the selected Annuity Payment Option.
27
29 of 96
<PAGE> 30
Required Distribution Provisions For Non-Qualified Contracts
Upon the death of any Owner or Contract Owner (including an Annuitant who
becomes the Owner of the Contract on the Annuitization Date) (each of the
foregoing "a deceased Owner"), certain distributions are required by Section
72(s) of the Code. Notwithstanding any provision of the Contract to the
contrary, the following distributions shall be made in accordance with such
requirements:
1. If any deceased Owner died on or after the Annuitization Date and before
the entire interest under the Contract has been distributed, then the remaining
portion of such interest shall be distributed at least as rapidly as under the
method of distribution in effect as of the date of such deceased Owner's death.
2. If any deceased Owner died prior to the Annuitization Date, then the
entire interest in the Contract (consisting of either the Death Benefit or the
Contract Value reduced by certain changes as set forth elsewhere in the
Contract) shall be distributed within 5 years of the death of the deceased
Owner, provided however:
(a) If any portion of such interest is payable to or for the benefit of a
natural person who is a surviving Contract Owner, Annuitant, Beneficiary,
or Contingent Beneficiary as the case may be (each a "designated
beneficiary"), such portion may, at the election of the designated
beneficiary, be distributed over the life of such designated beneficiary,
or over a period not extending beyond the life expectancy of such
designated beneficiary, provided that payments begin within one year of the
date of the deceased Owner's death (or such longer period as may be
permitted by federal income tax regulations), and
(b) If the designated beneficiary is the surviving spouse of the deceased
Owner, such spouse may elect to become the Contract Owner of this Contract,
in lieu of a Death Benefit, and the distributions required under these
distribution rules will be made upon the death of such spouse.
In the event that this Contract is owned by a person that is not a natural
person (e.g., a trust or corporation), then, for purposes of these distribution
provisions, (i) the death of the Annuitant shall be treated as the death of any
Owner, (ii) any change of the Annuitant shall be treated as the death of any
Owner, and (iii) in either case the appropriate distribution required under
these distribution rules shall be made upon such death or change, as the case
may be. The Annuitant is the primary annuitant as defined in Section 72(s)(6)(B)
of the Code.
These distribution provisions shall not be applicable to any Contract that
is not required to be subject to the provisions of 72(s) of the Code by reason
of Section 72(s)(5) or any other law or rule (including Tax Sheltered Annuities,
Individual Retirement Annuities, Qualified Plans and SEP IRAs).
Upon the death of a "deceased Owner", the designated beneficiary must elect
a method of distribution which complies with these above distribution provisions
and which is acceptable to the Company. Such election must be received by the
Company within 60 days of the deceased Owner's death.
If the election is made more than 60 days after the lump sum first becomes
payable, the election would be ignored for tax purposes, and the entire amount
of the lump sum would be subject to immediate tax. If the election is made
within the 60 day period, each Distribution would be taxable when it is paid.
Required Distribution for Qualified Plans and Tax Sheltered Annuities
The entire interest of a Annuitant under a Tax Sheltered Annuity Contract
or Qualified Contract will be distributed in a manner consistent with the
Minimum Distribution and Incidental Benefit (MDIB) provisions of Section
401(a)(9) of the Code and applicable regulations, and will be paid,
notwithstanding anything else contained herein, to the Annuitant under the
Annuity Payments Option selected, over a period not exceeding:
(a) the life of the Annuitant or the lives of the Annuitant and the
Annuitant's designated beneficiary under the Selected Annuity Payment
Option; or
(b) a period not extending beyond the life expectancy of the Annuitant or
the life expectancy of the Annuitant and the Annuitant's designated
beneficiary.
For Tax Sheltered Annuity Contracts, no distributions will be required from
this Contract if distributions otherwise required from this Contract are being
withdrawn from another Tax Sheltered Annuity, of the Annuitant.
If the Annuitant's entire interest in a Qualified Plan or Tax Sheltered
Annuity is to be distributed in equal or substantially equal payments over a
period described in (a) or (b), above, such payments will commence no later than
(i) the first day of April following the calendar year in which the Annuitant
attains age 70 1/2 or (ii) when the Annuitant retires, whichever is later (the
required beginning date). However, provision (ii) does not apply to
28
30 of 96
<PAGE> 31
any employee who is a 5% owner (as defined in Section 416 of the Code) with
respect to the plan year ending in the calendar year in which the employee
attains the age of 70 1/2.
If the Annuitant dies prior to the commencement of his or her Distribution,
the entire interest in the Contract must be distributed by December 31 of the
calendar year in which the fifth anniversary of his or her death occurs unless:
(a) the Annuitant names his or her surviving spouse as the Beneficiary and
such spouse elects to receive Distribution of the account in substantially
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 Annuitant would have attained age 70 1/2; or
(b) the Annuitant names a Beneficiary other than his or her surviving
spouse and such Beneficiary elects to receive a Distribution of the account
in substantially 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 Annuitant dies.
If the Annuitant dies after Distribution has commenced, Distribution must
continue at least as rapidly as under the schedule being used prior to his or
her death.
Payments commencing on the required beginning date will not be less than
the lesser of the quotient obtained by dividing the entire interest of the
Annuitant by the life expectancy of the Annuitant, or the joint and last
survivor expectancy of the Annuitant and the Annuitant's designated beneficiary
(if the Annuitant dies prior to the required beginning date) or the beneficiary
under the selected Annuity Payment Option (if the Annuitant dies after the
required beginning date) whichever is applicable under the applicable minimum
distribution or MDIB provisions. Life expectancy and joint and last survivor
expectancy are computed by the use of return multiples contained in Section
1.72-9 of the Treasury Regulations.
If the amounts distributed to the Annuitant are less than those mentioned
above, penalty tax of 50% is levied on the excess of the amount that should have
been distributed for that year over the amount that actually was distributed for
that year.
Required Distributions for Individual Retirement Annuities and SEP IRAs
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 1/2istribution may be accepted in a lump sum or in
substantially equal payments over: (a) the Contract Owner's life or the lives of
the Contract Owner and his or her spouse or designated beneficiary, or (b) a
period not extending beyond the life expectancy of the Contract Owner or the
joint life expectancy of the Contract Owner and the Contract Owner's designated
beneficiary.
If the Contract Owner dies prior to the commencement of his or her
Distribution, the interest in the Individual Retirement Annuity must be
distributed by December 31 of the calendar year in which the fifth anniversary
of his or her death occurs, unless:
(a) The Contract Owner names his or her surviving spouse as the Beneficiary and
such spouse elects to:
(i) treat the annuity as an Individual Retirement Annuity established for
his or her benefit; or
(ii) receive Distribution of the account in substantially 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.
(b) The Contract Owner names a Beneficiary other than his or her surviving
spouse and such Beneficiary elects to receive a Distribution of the account
in substantially equal payments over his or her life (or a period not
exceeding his or her life expectancy) and commencing not later that
December 31 of the year following the year in which the Contract Owner
dies.
No Distributions will be required from this Contract if Distributions
otherwise required from this Contract are being withdrawn from another
Individual Retirement Annuity or Individual Annuity Account of the Contract
Owner.
If the Contract Owner dies after Distribution has commenced, Distribution
must continue at least as rapidly as under the schedule being used prior to his
or her death, except to the extent that a surviving spouse who is a beneficiary
under the Annuity Payment Option, may treat the Contract as his or her own, in
the same manner as described in section (a)(i) of this provision.
29
31 of 96
<PAGE> 32
If the amounts distributed to the Contract Owner are less than those
mentioned above, penalty tax of 50% is levied on the excess of the amount that
should have been distributed for that year over the amount that actually was
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 Purchase Payments 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 Purchase Payments, the amount of any Distribution, the amount by
which non-deductible Purchase Payments 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 Distributions 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.
Simplified Employee Pensions (SEPs) and Salary Reduction Simplified
Employee Pensions (SAR SEPs), described in Section 408(k) of the Code, are taxed
in a manner similar to IRAs, and are subject to similar distribution
requirements as IRAs. SAR SEPs cannot be established after 1996.
Generation-Skipping Transfers
The Company may determine whether the Death Benefit or any other payment
constitutes a direct skip as defined in Section 2612 of the Code, and the amount
of the tax on the generation-skipping transfer resulting from such direct skip.
If applicable, the payment will be reduced by any tax the Company is required to
pay by Section 2603 of the 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.
FEDERAL TAX CONSIDERATIONS
Federal Income 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 a financial consultant, legal counsel or tax advisor to discuss in
detail the taxation and the use of the Contracts.
Section 72 of the Code governs federal income taxation of annuities in
general. That section sets forth different rules for: (1) Qualified Contracts;
(2) Individual Retirement Annuities including SEP IRAs; (3) Tax Sheltered
Annuities; and (4) Non-Qualified Contracts. Each type of annuity is discussed
below.
Distributions to participants from Qualified Contracts or Tax Sheltered
Annuities are generally taxed when received. A portion of each Distribution is
excludable from income based on the ratio between the after tax investment of
the Owner/Annuitant in the Contract and the value of the Contract at the time of
the withdrawal or Annuitization.
Distributions from Individual Retirement Annuities and Contracts owned by
Individual Retirement Accounts are also generally taxed when received. The
portion of each such payment which is excludable is based on the ratio between
the amount by which nondeductible Purchase Payments to all such Contracts
exceeds prior non-taxable Distributions from such Contracts, and the total
account balances in such Contracts at the time of the Distribution. The Owner of
such Individual Retirement Annuities or the Annuitant under Contracts held by
Individual Retirement Accounts must annually report to the Internal Revenue
Service the amount of nondeductible Purchase Payments, the amount of any
Distribution, the amount by which nondeductible Purchase Payments for all years
exceed non-taxable Distributions for all years, and the total balance in all
Individual Retirement Annuities and Accounts.
A change of the Annuitant may be treated by the Internal Revenue Service as
a taxable transaction.
30
32 of 96
<PAGE> 33
Non-Qualified Contracts - Natural Persons as Owners
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 until the investment has been recovered; thereafter the
entire amount is includable in income. 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
contributions 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. If this
Contract is issued as the result of an exchange described in Section 1035 of the
Code, for purposes of determining whether the Contract is an immediate annuity,
it will generally be considered to have been purchased on the purchase date of
the contract given up in the exchange.
Code Section 72 also provides for a penalty tax, equal to 10% of the
portion of any Distribution that is includable in gross income, if such
Distribution is made prior to attaining age 59 1/2. The penalty tax does not
apply if the Distribution is attributable to the Contract Owner's death,
disability or is one of a series of substantially equal periodic payments made
over the life or life expectancy of the Contract Owner (or the joint lives or
joint life expectancies of the Contract Owner and the beneficiary selected by
the Contract Owner to receive payment under the Annuity Payment Option selected
by the Contract Owner) 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 limitations of
the Contract including but not limited to first year withdrawals. Such election
shall be irrevocable and may not be amended or changed.
In order to qualify as an annuity contract under Section 72 of the Code,
the contract must provide for Distribution of the entire contract to be made
upon the death of a Contract Owner. If a Contract Owner dies prior to the
Annuitization Date, then the Joint Owner, or other named recipient must receive
the Distribution within 5 years of the Contract Owner's death. However, the
recipient may elect for payments to be made over his/her life or life expectancy
provided that such payments begin within one year from the death of the Contract
Owner. If the Joint 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 (see "Required Distribution For Qualified Plans and Tax Sheltered
Annuities"). 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.
The Code requires that any election to receive an annuity rather than a
lump sum payment must be made within 60 days after the lump sum becomes payable
(generally, the election must be made within 60 days after the death of an Owner
or the Annuitant). If the election is made more than 60 days after the lump
sum first becomes payable, the election would be ignored for tax purposes, and
the entire amount of the lump
31
33 of 96
<PAGE> 34
sum would be subject to immediate tax. If the election is made within the 60 day
period, each Distribution would be taxable when it is paid.
Non-Qualified Contracts - Non-Natural Persons as Owners
The foregoing discussion of the taxation of Non-Qualified Contracts applies
to Contracts owned (or, pursuant to Section 72(u) of the Code, deemed to be
owned) by individuals; it does not apply to Contracts where one or more
non-individuals is an Owner.
As a general rule, contracts owned by corporations, partnerships, trusts,
and similar entities ("Non-Natural Persons"), rather than by one or more
individuals, are not treated as annuity contracts for most purposes under the
Code; in particular, they are not treated as annuity contracts for purposes of
Section 72. Therefore, the taxation rules for Distributions, as described above,
do not apply to Non-Qualified Contracts owned by Non-Natural Persons. Rather,
the following rules will apply:
The income earned under a Non-Qualified Contract that is owned by a
Non-Natural Person is taxed as ordinary income during the taxable year that it
is earned, and is not deferred, even if the income is not distributed out of the
Contract to the Owner.
The foregoing Non-Natural Person rule does not apply to all entity-owned
contracts. First, for this purpose, a Contract that is owned by a Non-Natural
Person as an agent for an individual is treated as owned by the individual. This
exception does not apply, however, to a Non-Natural Person who is an employer
that holds the Contract under a non-qualified deferred compensation arrangement
for one or more employees.
The Non-Natural Person rules also do not apply to a Contract that is (a)
acquired by the estate of a decedent by reason of the death of the decedent; (b)
issued in connection with certain qualified retirement plans and individual
retirement plans; (c) used in connection with certain structured settlements;
(d) purchased by an employer upon the termination of certain qualified
retirement plans; or (e) an immediate annuity.
Qualified Plans, Individual Retirement Annuities, SEP IRAs and Tax Sheltered
Annuities
The Contract may be purchased as a Qualified Contract, an Individual
Retirement Annuity, SEP IRA, or a Tax Sheltered Annuity. The Contract Owner
should seek competent advice as to the tax consequences associated with the use
of a Contract as an Individual Retirement Annuity.
For information regarding eligibility, limitations on permissible amounts
of Purchase Payments, and the tax consequences of distributions from Qualified
Plans, Tax Sheltered Annuities, Individual Retirement Annuities, SEP IRAs and
other plans that receive favorable tax treatment, the purchasers of such
contracts should seek competent advice. The terms of such plans may limit the
rights available under the Contracts.
Pursuant to Section 403(b)(1)(E) Code, a Contract that is issued as a
Tax-Sheltered Annuity is required to limit the amount of the Purchase Payment
for any year to an amount that does not exceed the limit set forth in Section
402(g) of the Code ($7,000), as it is from time to time increased to reflect
increases in the cost of living. This limit may be reduced by any deposits,
contributions or payments made to any other Tax-Sheltered Annuity or other plan,
contract or arrangement by or on behalf of the Owner.
The Code permits the rollover of most Distributions from Qualified Plans to
other Qualified Plans or Individual Retirement Annuities. Most Distributions
from Tax-Sheltered Annuities may be rolled into another Tax-Sheltered Annuity,
Individual Retirement Annuity, or Individual Retirement Account. Distributions
that 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 Contract Owner, (b)
over the joint lives (or joint life expectancies) of the Contract Owner and
the Contract Owner'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 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 Annuity did not
qualify for the desired tax treatment.
32
34 of 96
<PAGE> 35
The Contract is available for Qualified Plans electing to comply with
section 404(c) of ERISA. It is the responsibility of the plan and its
fiduciaries to determine and satisfy the requirements of section 404(c).
Withholding
The Company is required to withhold tax from certain Distributions to the
extent that such Distribution would constitute income to the Contract Owner or
other payee. The Contract Owner or other payee 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. However, if the Internal Revenue Service notifies the Company
that the Contract Owner or other payee has furnished an incorrect taxpayer
identification number, or if the Contract Owner or other payee fails to provide
a taxpayer identification number, the Distributions may be subject to back-up
withholding at the statutory rate, which is presently 31%, and which cannot be
waived by the Contract Owner or other payee.
Non-Resident Aliens
Distributions to nonresident aliens (NRAs) are generally subject to federal
income tax and tax withholding, at a statutory rate of thirty percent (30%) of
the amount of income that is distributed. The Company may be required to
withhold such amount from the Distribution and remit it to the Internal Revenue
Service. Distributions to certain NRAs may be subject to lower, or in certain
instances, zero tax and withholding rates, if the United States has entered into
an applicable treaty. However, in order to obtain the benefits of such treaty
provisions, the NRA must give to the Company sufficient proof of his or her
residency and citizenship in the form and manner prescribed by the Internal
Revenue Service. In addition, for any Distribution made after December 31, 1997,
the NRA must obtain an Individual Taxpayer Identification Number from the
Internal Revenue Service, and furnish that number to the Company prior to the
Distribution. If the Company does not have the proper proof of citizenship or
residency and (for Distributions after December 31, 1997) a proper Individual
Taxpayer Identification Number prior to any Distribution, the Company will be
required to withhold 30% of the income, regardless of any treaty provision.
A payment may not be subject to withholding where the recipient
sufficiently establishes to the Company that such payment is effectively
connected to the recipient's conduct of a trade or business in the United States
and that such payment is includable in the recipient's gross income for United
States federal income tax purposes. Any such Distributions will be subject to
the rules set forth in the section entitled "Withholding."
Federal Estate, Gift, and Generation Skipping Transfer Taxes
A transfer of the Contract from one Contract Owner to another, or the
payment of a Distribution under the Contract to someone other than a Contract
Owner, may constitute a gift for federal gift tax purposes. Upon the death of
the Contract Owner, the value of the Contract may be included in his or her
gross estate, even if a all or a portion of the value is also subject to federal
income taxes.
The Company may be required to determine whether the Death Benefit or any
other payment or Distribution constitutes a "direct skip" as defined in Section
2612 of the Code, and the amount of the generation skipping transfer tax, if
any, resulting from such direct skip. A direct skip may occur when property is
transferred to, or a Death Benefit or other Distribution is made to (a) an
individual who is two or more generations younger than the Owner; or (b) certain
trusts, as described in Section 2613 of the Code (generally, trusts that have no
beneficiaries who are not 2 or more generations younger than the Owner). If the
Owner is not an individual, then for this purpose only, "Owner" refers to any
person who would be required to include the Contract, Death Benefit,
Distribution, or other payment in his federal gross estate at his death, or who
is required to report the transfer of the Contract, Death Benefit, Distribution,
or other payment for federal gift tax purposes.
If the Company determines that a generation skipping transfer tax is
required to be paid by reason of such direct skip, the Company is required to
reduce the amount of such Death Benefit, Distribution, or other payment by such
tax liability, and pay the tax liability directly to the Internal Revenue
Service.
Federal estate, gift and generation skipping transfer tax consequences, and
state and local estate, inheritance, succession, generation skipping transfer,
and other tax consequences, of owning or transferring a Contract, and of
receiving a Distribution, Death Benefit, or other payment, depend on the
circumstances of the person owning or transferring the Contract, or receiving a
Distribution, Death Benefit, or other payment.
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
33
35 of 96
<PAGE> 36
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.
Diversification
The Internal Revenue Service has promulgated regulations under Section
817(h) of the 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 to satisfy the regulations
was inadvertent, the failure is corrected, and the Contract 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 Contract Owner if the income, for the
period the Contract was not diversified, had been received by the Contract
Owner. If the failure to diversify is not corrected in this manner, the Contract
Owner of an annuity Contract will be deemed the owner of the underlying
securities and will be taxed on the earnings of his or her account. The Company
believes, under its interpretation of the Code and regulations thereunder, that
the investments underlying this Contract meet these diversification standards.
Representatives of the Internal Revenue Service have suggested, from time
to time, that the number of underlying Mutual Funds available or the number of
transfer opportunities available under a variable product may be relevant in
determining whether the product qualifies for the desired tax treatment. No
formal guidance has been issued in this area. Should the Secretary of the
Treasury issue additional rules or regulations limiting the number of underlying
Mutual Funds, transfers between underlying Mutual Funds, exchanges of underlying
Mutual Funds or changes in investment objectives of underlying Mutual Funds such
that the Contract would no longer qualify as an annuity under Section 72 of the
Code, the Company will take whatever steps are available to remain in
compliance.
Tax Changes
In the recent past, the Code has been subjected to numerous amendments and
changes, and it is reasonable to believe that it will continue to be revised.
The United States Congress has, in the past, considered numerous legislative
proposals that, if enacted, could change the tax treatment of the Contracts. It
is reasonable to believe that such proposals, and other proposals will be
considered in the future, and some of them may be enacted into law. In addition,
the Treasury Department may amend existing regulations, issue new regulations,
or adopt new interpretations of existing law that may be in variance with its
current positions on these matters. In addition, current state law (which is not
discussed herein), and future amendments to state law, may affect the tax
consequences of the Contract.
The foregoing discussion, which is based on the Company's understanding of
federal tax laws as they are currently interpreted by the Internal Revenue
Service, is general and is not intended as tax advice. Statutes, regulations,
and rulings are subject to interpretation by the courts. The courts may
determine that a different interpretation than the currently favored
interpretation is appropriate, thereby changing the operation of the rules that
are applicable to annuity contracts.
Any of the foregoing may change from time to time without any notice, and
the tax consequences arising out of a Contract may be changed retroactively.
There is no way of predicting whether, when, and to what extent any such change
may take place. No representation is made as to the likelihood of the
continuation of these current laws, interpretations, and policies.
THE FOREGOING IS A GENERAL EXPLANATION AS TO CERTAIN TAX MATTERS PERTAINING
TO ANNUITY CONTRACTS. IT IS NOT INTENDED TO BE LEGAL OR TAX ADVICE, AND SHOULD
NOT TAKE THE PLACE OF YOUR INDEPENDENT LEGAL, TAX AND/OR FINANCIAL ADVISOR.
GENERAL INFORMATION
Contract Owner Inquiries
Contract Owner inquiries may be directed to Nationwide Life and Annuity
Insurance Company by writing P.O. Box 182008, Columbus, Ohio 43218-2008, or
calling (800) 533-5622, TDD (800) 238-3035.
34
36 of 96
<PAGE> 37
Statements and Reports
The Company 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 the Company prompt notice of any address
change. The Company will send a confirmation statement to Contract Owners
immediately 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 at the end of
each calendar quarter 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 will 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 the Company immediately to assure proper
crediting to the Owner's Contract. The Company will assume all transactions are
accurately reported on quarterly statements or confirmation statements, unless
the Contract Owner notifies the Company otherwise within 30 days after receipt
of the statement. The Company will also send to Contract Owners each year an
semi-annual report and a annual report containing financial statements for the
Variable Account, as of June 30 and December 31, respectively.
Advertising
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
nonstandardized "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 held in the Sub-Account has been in
existence, if the underlying Mutual Fund 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.
Nonstandardized "total return" will be calculated in a similar manner and
for the same time periods as will average annual total return except total
return will assume an initial investment of $10,000 and will not reflect the
deduction of any applicable Contingent Deferred Sales Charge, which, if
reflected, would decrease the level of performance shown. The Contingent
Deferred Sales Charge is not reflected because the Contracts are designed for
long term investment. 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. The amount of the hypothetical initial investment
assumed affects performance because there is a one-time Contract Maintenance
Charge which is deducted. The Contract Maintenance Charge varies from $50 to $0
based upon the amount of the initial Purchase Payment and plan type.
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 nonstandardized 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.
A "yield" and "effective yield" may also be advertised for the 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-Accounts of the Variable Account relative to the performance of other
variable annuity Sub-Accounts or 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 indices, which may include, but are not limited to: S&P 500;
Shearson/Lehman Intermediate Government/Corporate Bond Index;
35
37 of 96
<PAGE> 38
Shearson/Lehman Long-Term Government/Corporate Bond Index; Donoghue Money Fund
Average; U.S. Treasury Note Index; Bank Rate Monitor National Index of 2 1/2
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., Morningstar, Donoghue's, CDA/Wiesenberger;
magazines such as Money, Forbes, Kiplinger's Personal Finance Magazine,
Financial World, Consumer Reports, Business Week, Time, Newsweek, U.S. News and
World Report, National Underwriter; 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 Mutual 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 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 contract.
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.
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.
Below are quotations of standardized average annual total return and
non-standardized total return calculated as described above, for each of the
Sub-Accounts available within the Variable Account for which there is
significant investment history. These figures are based upon historical earnings
and are not necessarily representative of future results.
36
38 of 96
<PAGE> 39
UNDERLYING MUTUAL FUND PERFORMANCE SUMMARY
Standardized Average Annual Total Return
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------
SUB-ACCOUNT OPTIONS 1 Year to 5 Years to Life of Fund to Date Fund
------------------- ---------- ----------- ---------------- ---------
12/31/96 12/31/96 12/31/96 Effective
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Federated High Income Bond Fund II 1.67% N/A 5.56% 3/01/94
- ----------------------------------------------------------------------------------------------------------------------------
Federated American Leader Fund II 8.47% N/A 13.12% 2/10/94
- ----------------------------------------------------------------------------------------------------------------------------
MFS Emerging Growth Series 4.21% N/A 15.19% 7/25/95
- ----------------------------------------------------------------------------------------------------------------------------
MFS Total Return Series 1.72% N/A 13.70% 1/03/95
- ----------------------------------------------------------------------------------------------------------------------------
Fidelity VIP Equity Income Portfolio 1.64% 14.94% 11.58%* 10/09/86
- ----------------------------------------------------------------------------------------------------------------------------
Fidelity VIP Overseas Portfolio 0.64% 6.23% 5.84% 1/28/97
- ----------------------------------------------------------------------------------------------------------------------------
NSAT Government Bond Fund -8.29% 4.16% 6.35%* 11/08/82
- ----------------------------------------------------------------------------------------------------------------------------
NSAT Money Market Fund -6.85% 1.31% 3.62%* 11/10/81
- ----------------------------------------------------------------------------------------------------------------------------
NSAT Small Company Fund 9.65% N/A 21.30% 10/23/95
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>
Non-Standardized Average Annual Total Return
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------
SUB-ACCOUNT OPTIONS 1 Year to 5 Years to Life of Fund to Date Fund
------------------- ---------- ----------- ---------------- ---------
12/31/96 12/31/96 12/31/96 Effective
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Federated High Income Bond Fund II 12.14% N/A 8.74% 3/01/94
- ----------------------------------------------------------------------------------------------------------------------------
Federated American Leader Fund II 19.27% N/A 16.19% 2/10/94
- ----------------------------------------------------------------------------------------------------------------------------
MFS Emerging Growth Series 14.80% N/A 22.58% 7/25/95
- ----------------------------------------------------------------------------------------------------------------------------
MFS Total Return Series 12.20% N/A 18.79% 1/03/95
- ----------------------------------------------------------------------------------------------------------------------------
Fidelity VIP Equity Income Portfolio 12.11% 16.22% 12.10%* 10/09/86
- ----------------------------------------------------------------------------------------------------------------------------
Fidelity VIP Overseas Portfolio 11.07% 7.50% 6.33% 1/28/97
- ----------------------------------------------------------------------------------------------------------------------------
NSAT Government Bond Fund 1.52% 5.43% 6.85%* 11/08/82
- ----------------------------------------------------------------------------------------------------------------------------
NSAT Money Market Fund 3.12% 2.60% 4.20% 11/10/81
- ----------------------------------------------------------------------------------------------------------------------------
NSAT Small Company Fund 20.49% N/A 30.64% 10/23/95
- ----------------------------------------------------------------------------------------------------------------------------
* Represents 10 years to 12/31/96.
</TABLE>
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 subject.
The General Distributor, Nationwide Advisory Services, Inc., is not engaged
in any litigation of any material nature.
TABLE OF CONTENTS OF STATEMENT OF ADDITIONAL INFORMATION
Page
General Information and History..............................................1
Services.....................................................................1
Purchase of Securities Being Offered.........................................1
Underwriters.................................................................2
Calculations of Performance..................................................2
Annuity Payments.............................................................4
Financial Statements.........................................................5
37
39 of 96
<PAGE> 40
APPENDIX
Purchase Payments allocated to the Fixed Account portion of the Contract
and transfers to the Fixed Account portion become part of the general account of
the Company, which support insurance and annuity obligations. Because of
exemptive and exclusionary provisions, interests in the general account have not
been registered under the Securities Act of 1933 ("1933 Act"), nor is the
general account registered as an investment company under the Investment Company
Act of 1940 ("1940 Act"). Accordingly, neither the general account nor any
interest therein is generally subject to the provisions of the 1933 or 1940
Acts, and we have been advised that the staff of the Securities and Exchange
Commission has not reviewed the disclosures in this prospectus which relate to
the Fixed Account portion. Disclosures regarding the Fixed Account portion of
the Contract and the general account, however, may be subject to certain
generally applicable provisions of the federal securities laws relating to the
accuracy and completeness of statements made in prospectuses.
FIXED ACCOUNT ALLOCATIONS
The Fixed Account
The Fixed Account is made up of all the general assets of the Company,
other than those in the Nationwide VA Separate Account-A and any other
segregated asset account. Fixed Account Purchase Payments will be allocated to
the Fixed Account by election of the Contract Owner at the time of purchase.
The Company will invest the assets of the Fixed Account in those assets
chosen by the Company and allowed by applicable law. Investment income from such
Fixed Account assets will be allocated by the Company between itself and the
Contracts participating in the Fixed Account.
The level of annuity payments made to Annuitants under the Contracts will
not be affected by the mortality experience (death rate) of persons receiving
such payments or of the general population. The Company assumes this "mortality
risk" by virtue of annuity rates incorporated in the Contract which cannot be
changed. In addition, the Company guarantees that it will not increase charges
for maintenance of the Contracts regardless of its actual expenses.
Investment income from the Fixed Account allocated to the Company includes
compensation for mortality and expense risks borne by the Company in connection
with Fixed Account Contracts. The amount of such investment income allocated to
the Contracts will vary from year to year in the sole discretion of the Company
at such rate or rates as the Company prospectively declares from time to time.
Any such rate or rates so determined will remain effective for a period of not
less than twelve months, and remain at such rate unless changed. However, the
Company guarantees that it will credit interest at not less than 3.0% per year
(or as otherwise required under state law, or at such minimum rate as stated in
the contract when sold). ANY INTEREST CREDITED TO AMOUNTS ALLOCATED TO THE FIXED
ACCOUNT IN EXCESS OF 3.0% PER YEAR WILL BE DETERMINED IN THE SOLE DISCRETION OF
THE COMPANY. THE CONTRACT OWNER ASSUMES THE RISK THAT INTEREST CREDITED TO FIXED
ACCOUNT ALLOCATIONS MAY NOT EXCEED THE MINIMUM GUARANTEE OF 3.0% FOR ANY GIVEN
YEAR. New Purchase Payments deposited to the Contract which are allocated to the
Fixed Account may receive a different rate of interest than money transferred
from the Variable Sub-Accounts to the Fixed Account and amounts maturing in the
Fixed Account at the expiration of an Interest Rate Guarantee Period.
The Company guarantees that, at any time, the Fixed Account Contract Value
will not be less than the amount of the Purchase Payments allocated to the Fixed
Account, plus interest credited as described above, less the sum of all
administrative charges, any applicable premium taxes, and less any amounts
surrendered. If the Contract Owner effects a surrender, the amount available
from the Fixed Account will be reduced by any applicable Contingent Deferred
Sales Charge (see "Contingent Deferred Sales Charge").
Transfers
Contract Owners may at the maturity of an Interest Rate Guarantee Period,
transfer a portion of the value of the Fixed Account to the Variable Account.
The maximum percentage that may be transferred will be determined by the Company
at its sole discretion, but will not be less than 10% of the total value of the
portion of the Fixed Account that is maturing and will be declared upon the
expiration date of the then current Interest Rate Guarantee Period (see
"Interest Rate Guarantee Period"). Transfers under this provision must be made
within 45 days after the expiration date of the guarantee period. The Company
reserves the right to refuse transfers or deposits to the Fixed Account if the
Fixed Account is greater than or equal to 30% of the total Contract Value.
Owners who have entered into a Dollar Cost Averaging Agreement with the Company
(see "Dollar Cost Averaging") may transfer from the Fixed Account to the
Variable Account under the terms of that agreement.
38
40 of 96
<PAGE> 41
ANNUITY PAYMENT PERIOD FIXED ACCOUNT
First and Subsequent Payments
A Fixed Annuity is an annuity with payments which are guaranteed by the
Company as to dollar amount during the annuity payment period. The first Fixed
Annuity payment will be determined by applying the Fixed Account value to the
applicable Annuity Table in accordance with the Annuity Payment Option elected.
This will be done at the Annuitization Date on an age last birthday basis. Fixed
Annuity payments after the first will not be less than the first Fixed Annuity
payment.
The Company does not credit discretionary interest to Fixed Annuity
payments during the annuity payment period for annuity options based on life
contingencies. The Annuitant must rely on the Annuity Tables applicable to the
Contracts to determine the amount of such Fixed Annuity payments.
Annuity Tables and Assumed Interest Rate
The Annuity Tables contained in the Contracts are based on the 1983 "Table
a" Individual Annuity Mortality Table (set back six years) and 3.0% interest.
39
41 of 96
<PAGE> 42
STATEMENT OF ADDITIONAL INFORMATION
MAY 1, 1997
INDIVIDUAL DEFERRED VARIABLE ANNUITY CONTRACTS ISSUED
BY NATIONWIDE LIFE AND ANNUITY INSURANCE COMPANY THROUGH ITS
NATIONWIDE VA SEPARATE ACCOUNT-A
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 May 1, 1997. The
prospectus may be obtained from Nationwide Life and Annuity Insurance Company by
writing P.O. Box 182008, Columbus, Ohio 43218-2008, or calling 1-800-533-5622.
TABLE OF CONTENTS
Page
General Information and History..............................................1
Services.....................................................................1
Purchase of Securities Being Offered.........................................1
Underwriters.................................................................2
Calculations of Performance..................................................2
Annuity Payments.............................................................4
Financial Statements.........................................................5
General Information and History
The Nationwide VA Separate Account-A (formerly Financial Horizons VA
Separate Account-1) is a separate investment account of Nationwide Life and
Annuity Insurance Company ("Company") (formerly Financial Horizons Life
Insurance Company). The Company is a member of the Nationwide Insurance
Enterprise and all of the Company's common stock is owned by Nationwide Life
Insurance Company. The common stock of Nationwide Life Insurance Company is
owned by Nationwide Financial Services, Inc., an insurance company holding
company. Nationwide Financial Services, Inc. is owned by Nationwide Corporation,
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%).
The Nationwide Insurance Enterprise is one of America's largest insurance and
financial services family of companies, with combined assets of over 67.5
billion as of December 31, 1996.
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 Company, or
affiliates of the Company may have entered into agreements with either the
investment adviser or distributor for several of the underlying Mutual Funds.
The agreements relate to administrative services furnished by the Company or an
affiliate of the Company and provide for an annual fee based on the average
aggregate net assets of the Variable Account (and other separate accounts of the
Company or life insurance company affiliates of the Company) invested in
particular underlying Mutual Funds. These fees in no way affect the net asset
value of the underlying Mutual Funds or fees paid by the Contract Owner.
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 schedules 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").
The Contract Owner may request a transfer of up to 100% of the Contract
Value from the Variable Account to the Fixed Account. The Company reserves the
right to restrict the transfer to 25% of the Contract Value in any 12 month
period. The Company, at its sole discretion, reserves the right to refuse
transfers or deposits to the Fixed Account if the Fixed Account is greater or
equal to 30% of the total Contract Value. The
1
42 of 96
<PAGE> 43
Company may, in any Contract Year, restrict transfers from the Variable Account
to the Fixed Account to 10% of the Variable Account at the time of the transfer.
Transfers to the Fixed Account must remain on deposit in the Fixed Account until
the end of the current Interest Rate Guarantee Period. Contract Owners may at
the maturity of an Interest Rate Guarantee Period transfer a portion of the
Contract Value of the Fixed Account to the Variable Account. Such portion will
be determined by the Company at its sole discretion (but will not be less than
10% of the total value of the portion of the Fixed Account that is maturing),
and will be declared upon the expiration date of the then current Interest Rate
Guarantee Period. The Interest Rate Guarantee Period expires on the final day of
a calendar quarter; therefore the Interest Rate Guarantee Period for deposits or
transfers in the Fixed Account may continue for up to three months after a one
year period has expired. Transfer under this provision must be made within 45
days after the expiration date of the guarantee period. Owners who have entered
into a Dollar Cost Averaging agreement with the Company may transfer from the
Fixed Account to the Variable Account under the terms of that agreement.
Transfers from the Fixed Account may not be made prior to the first
Contract Anniversary. Transfers must also be made prior to the Annuitization
Date.
Underwriters
The Contracts, which are offered continuously, are distributed by
Nationwide Advisory Services, Inc. ("NAS"), One Nationwide Plaza, Columbus, Ohio
43215, an affiliate of the Company. During the year ended December 31, 1996, no
underwriting commissions were paid by the Company to NAS.
Calculations of Performance
All performance advertising shall include quotations of standardized
average annual total return, calculated in accordance with standard method
prescribed by rules of the Securities and Exchange Commission, to facilitate
comparison with standardized average annual total return advertised by other
variable annuity separate accounts. 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 $30 Contract Maintenance Charge and a 1.40% Mortality, Expense
Risk and Administration Charge. The redeemable value also reflects the effect of
any applicable Contingent Deferred Sales Charge that may be imposed at the end
of the period (see "Contingent Deferred Sales Charge" located in the
prospectus). No deduction is made for premium taxes which may be assessed by
certain states.
Nonstandardized average annual total return may also be advertised, and is
calculated in a manner similar to standardized average annual total return
except the nonstandardized average annual total return is based on a
hypothetical initial investment of $10,000 and does not reflect the deduction of
any applicable Contingent Deferred Sales Charge. Reflecting the Contingent
Deferred Sales Charge would decrease the level of the performance advertised.
The Contingent Deferred Sales Charge is not reflected because the Contract is
designed for long term investment. 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. The amount of the hypothetical initial
investment used affects performance because of the one-time Contract Maintenance
Charge which is deducted when the Contract is established. The Contract
Maintenance Charge varies from $50 to $0 based upon the amount of the initial
Purchase Payment and plan type.
The standardized average annual total return and nonstandardized average
annual 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 total return and the
nonstandardized average annual total return will be based on the rolling
calendar quarters and will cover at least periods of one, five, and ten years,
or a period covering the time the mutual fund held in the Sub-Account has been
in existence, if the mutual fund 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 average annual total return and nonstandardized average annual 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.
2
43 of 96
<PAGE> 44
Quotations of standardized average annual total return and non-standardized
average annual total return are based upon historical earnings and will
fluctuate. Any quotation of performance, therefore, should 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.
Below are the quotations of standardized average annual total return and
nonstandardized average annual total return, calculated as described above, for
each of the Sub-Accounts available within the Variable Account.
UNDERLYING MUTUAL FUND PERFORMANCE SUMMARY
Standardized Average Annual Total Return
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------
SUB-ACCOUNT OPTIONS 1 Year to 5 Years to Life of Fund to Date Fund
------------------- ---------- ----------- ---------------- ---------
12/31/96 12/31/96 12/31/96 Effective
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Federated High Income Bond Fund II 1.67% N/A 5.56% 3/01/94
- --------------------------------------------------------------------------------------------------------------------------
Federated American Leader Fund II 8.47% N/A 13.12% 2/10/94
- --------------------------------------------------------------------------------------------------------------------------
MFS Emerging Growth Series 4.21% N/A 15.19% 7/25/95
- --------------------------------------------------------------------------------------------------------------------------
MFS Total Return Series 1.72% N/A 13.70% 1/03/95
- --------------------------------------------------------------------------------------------------------------------------
Fidelity VIP Equity Income Portfolio 1.64% 14.94% 11.58% 10/09/86
- --------------------------------------------------------------------------------------------------------------------------
Fidelity VIP Overseas Portfolio 0.64% 6.23% 5.84% 1/28/97
- --------------------------------------------------------------------------------------------------------------------------
NSAT Government Bond Fund -8.29% 4.16% 6.35% 11/08/82
- --------------------------------------------------------------------------------------------------------------------------
NSAT Money Market Fund -6.85% 1.31% 5.30% 11/10/81
- --------------------------------------------------------------------------------------------------------------------------
NSAT Small Company Fund 9.65% N/A 21.30% 10/23/95
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>
Non-Standardized Average Annual Total Return
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------
SUB-ACCOUNT OPTIONS 1 Year to 5 Years to Life of Fund to Date Fund
------------------- ---------- ----------- ---------------- ---------
12/31/96 12/31/96 12/31/96 Effective
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Federated High Income Bond Fund II 12.14% N/A 8.74% 3/01/94
- --------------------------------------------------------------------------------------------------------------------------
Federated American Leader Fund II 19.27% N/A 16.19% 2/10/94
- --------------------------------------------------------------------------------------------------------------------------
MFS Emerging Growth Series 14.80% N/A 22.58% 7/25/95
- --------------------------------------------------------------------------------------------------------------------------
MFS Total Return Series 12.20% N/A 18.79% 1/03/95
- --------------------------------------------------------------------------------------------------------------------------
Fidelity VIP Equity Income Portfolio 12.11% 16.22% 12.10% 10/09/86
- --------------------------------------------------------------------------------------------------------------------------
Fidelity VIP Overseas Portfolio 11.07% 7.50% 6.33% 1/28/97
- --------------------------------------------------------------------------------------------------------------------------
NSAT Government Bond Fund 1.52% 5.43% 6.85% 11/08/82
- --------------------------------------------------------------------------------------------------------------------------
NSAT Money Market Fund 3.12% 2.60% 4.20% 11/10/81
- --------------------------------------------------------------------------------------------------------------------------
NSAT Small Company Fund 20.49% N/A 30.64% 10/23/95
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>
* Represents 10 years to 12/31/96.
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 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 is computed similarly but includes the effect of assumed
compounding on an annualized basis of the
3
44 of 96
<PAGE> 45
current yield quotations of the Fund. For the seven day period ended December
31, 1996, the Nationwide Separate Account Trust Money Market Fund Sub-Account's
unit value yield and effective unit value yield were 3.64% and 3.70%
respectively.
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 "Investment Manager and Other Services"
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. Yields
of other money market funds may not be comparable if a different base or another
method of calculation is used.
Annuity Payments
See "Frequency and Amount of Annuity Payments" located in the prospectus.
4
45 of 96
<PAGE> 46
<PAGE> 1
- --------------------------------------------------------------------------------
Independent Auditors' Report
----------------------------
The Board of Directors of Nationwide Life and Annuity Insurance Company
(formerly Financial Horizons Life Insurance Company) and
Contract Owners of Nationwide VA Separate Account-A
(formerly Financial Horizons VA Separate Account-1):
We have audited the accompanying statement of assets, liabilities and
contract owners' equity of Nationwide VA Separate Account-A (formerly Financial
Horizons VA Separate Account-1) as of December 31, 1996, and the related
statements of operations and changes in contract owners' equity and schedules of
changes in unit value for each of the years in the three year period then ended.
These financial statements and schedules of changes in unit value are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements and schedules of changes in unit value
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 and schedules of
changes in unit value 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 include confirmation of securities
owned as of December 31, 1996, by correspondence with 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 and schedules of changes in unit
value referred to above present fairly, in all material respects, the financial
position of Nationwide VA Separate Account-A (formerly Financial Horizons VA
Separate Account-1) as of December 31, 1996, and the results of its operations
and its changes in contract owners' equity and the schedules of changes in unit
value for each of the years in the three year period then ended in conformity
with generally accepted accounting principles.
KPMG Peat Marwick LLP
Columbus, Ohio
February 7, 1997
<PAGE> 2
NATIONWIDE VA SEPARATE ACCOUNT-A
(formerly Financial Horizons VA Separate Account-1)
STATEMENT OF ASSETS, LIABILITIES AND CONTRACT OWNERS' EQUITY
December 31, 1996
<TABLE>
<CAPTION>
<S> <C>
Assets:
Investments at market value:
Federated - Federated High Income Bond Fund II (FedHiInc)
5,351 shares (cost $53,470) .......................... $ 54,795
Fidelity VIP-- Equity-Income Portfolio (FidVIPEI)
2,669 shares (cost $52,321) .......................... 56,139
Fidelity VIP -- Growth Portfolio (FidVIPGr)
2,262,504 shares (cost $52,142,514) .................. 70,454,363
MFS(R) - Emerging Growth Series (MFSEmGrSe)
3,908 shares (cost $53,506) .......................... 51,742
Nationwide SAT -- Capital Appreciation Fund (NSATCapAp)
519,009 shares (cost $6,408,740) ..................... 8,449,459
Nationwide SAT -- Government Bond Fund (NSATGvtBd)
3,139,185 shares (cost $35,203,075) .................. 34,656,600
Nationwide SAT -- Money Market Fund (NSATMyMkt)
3,802,407 shares (cost $3,802,407) ................... 3,802,407
Nationwide SAT -- Total Return Fund (NSATTotRe)
4,847,223 shares (cost $50,895,999) .................. 64,322,651
Neuberger & Berman -- Balanced Portfolio (NBAMTBal)
1,569,940 shares (cost $23,770,547) .................. 24,993,442
TCI Portfolios -- TCI Advantage (TCIAdv)
2,107,066 shares (cost $11,571,020) .................. 13,253,450
------------
Total investments ................................. 220,095,048
Accounts receivable ........................................ 4,273
------------
Total assets ....................................... 220,099,321
ACCOUNTS PAYABLE .............................................. 27,251
------------
CONTRACT OWNERS' EQUITY ....................................... $220,072,070
============
</TABLE>
<PAGE> 3
<TABLE>
<CAPTION>
Contract owners' equity represented by: UNITS UNIT VALUE
--------- ------------
<S> <C> <C> <C>
Contracts in accumulation phase:
VA contracts:
Fidelity VIP -- Growth Portfolio:
Tax qualified................................ 2,179,554 $19.539984 $ 42,588,450
Non-tax qualified ........................... 1,424,891 19.539984 27,842,347
Nationwide SAT -- Capital Appreciation Fund:
Tax qualified................................ 266,039 17.979967 4,783,372
Non-tax qualified............................ 203,910 17.979967 3,666,295
Nationwide SAT -- Government Bond Fund:
Tax qualified................................ 980,638 18.176386 17,824,455
Non-tax qualified............................ 925,418 18.176386 16,820,755
Nationwide SAT -- Money Market Fund:
Tax qualified................................ 198,448 13.684658 2,715,693
Non-tax qualified............................ 77,424 13.684658 1,059,521
Nationwide SAT -- Total Return Fund:
Tax qualified................................ 1,595,854 22.903028 36,549,889
Non-tax qualified............................ 1,212,036 22.903028 27,759,294
Neuberger & Berman -- Balanced Portfolio:
Tax qualified................................ 972,426 15.011108 14,597,192
Non-tax qualified............................ 692,598 15.011108 10,396,663
TCI Portfolios -- TCI Advantage:
Tax qualified................................ 554,216 14.067634 7,796,508
Non-tax qualified............................ 361,130 14.067634 5,080,245
Initial Funding by Depositor (note 1a)....... 25,000 15.079515 376,988
VA-II Convertible contracts:
Federated -- Federated High Income Bond Fund II:
Non-tax qualified............................ 4,865 11.260755 54,784
Fidelity VIP-- Equity-Income Portfolio:
Non-tax qualified............................ 3,700 15.169422 56,127
MFS(R)Emerging Growth Series:
Non-tax qualified............................ 4,480 11.549651 51,742
--------- ---------
Reserves for annuity contracts in payout phase:
Tax qualified................................ 39,738
Non-tax qualified............................ 12,012
-------------
$ 220,072,070
=============
</TABLE>
See accompanying notes to financial statements.
- --------------------------------------------------------------------------------
<PAGE> 4
NATIONWIDE VA SEPARATE ACCOUNT-A
(formerly Financial Horizons VA Separate Account-1)
STATEMENTS OF OPERATIONS AND CHANGES IN CONTRACT OWNERS' EQUITY
Years Ended December 31, 1996, 1995 and 1994
<TABLE>
<CAPTION>
1996 1995 1994
------------- ----------- -----------
<S> <C> <C> <C>
INVESTMENT ACTIVITY:
Reinvested capital gains and dividends.................... $ 15,275,421 8,050,692 7,721,041
Mortality, expense and administration charges (note 2).... (2,743,464) (2,357,690) (2,024,513)
------------- ----------- -----------
Net investment activity................................ 12,531,957 5,693,002 5,696,528
------------- ----------- -----------
Proceeds from mutual fund shares sold..................... 21,740,726 20,313,766 19,817,630
Cost of mutual fund shares sold........................... (19,156,737) (18,563,695) (19,721,355)
------------- ----------- -----------
Realized gain (loss) on investments.................... 2,583,989 1,750,071 96,275
Change in unrealized gain (loss) on investments........... 8,279,881 31,434,577 (9,410,416)
------------- ----------- -----------
Net gain (loss) on investments......................... 10,863,870 33,184,648 (9,314,141)
------------- ----------- -----------
Net increase (decrease) in contract owners'
equity resulting from operations................. 23,395,827 38,877,650 (3,617,613)
------------- ----------- -----------
EQUITY TRANSACTIONS:
Purchase payments received from contract owners........... 14,984,201 13,686,421 47,925,144
Redemptions............................................... (14,810,150) (16,686,757) (15,715,791)
Annuity benefits.......................................... (8,432) (3,226) -
Annual contract maintenance charge (note 2)............... (267,941) (270,240) (226,608)
Contingent deferred sales charges (note 2)................ (325,984) (413,527) (445,574)
Adjustments to maintain reserves.......................... 6,740 (2,665) (2,326)
------------- ----------- -----------
Net equity transactions............................. (421,566) (3,689,994) 31,534,845
------------- ----------- -----------
NET CHANGE IN CONTRACT OWNERS' EQUITY........................ 22,974,261 35,187,656 27,917,232
CONTRACT OWNERS' EQUITY BEGINNING OF PERIOD.................. 197,097,809 161,910,153 133,992,921
------------- ----------- -----------
CONTRACT OWNERS' EQUITY END OF PERIOD........................ $ 220,072,070 197,097,809 161,910,153
============= =========== ===========
</TABLE>
See accompanying notes to financial statements.
- --------------------------------------------------------------------------------
<PAGE> 5
NATIONWIDE VA SEPARATE ACCOUNT-A
(formerly Financial Horizons VA Separate Account-1)
NOTES TO FINANCIAL STATEMENTS
December 31, 1996, 1995 and 1994
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) Organization and Nature of Operations
Nationwide VA Separate Account-A (formerly Financial Horizons VA Separate
Account-1) (the Account) was established pursuant to a resolution of the Board
of Directors of Nationwide Life and Annuity Insurance Company (formerly
Financial Horizons Life Insurance Company) (the Company) on May 6, 1987. The
Account has been registered as a unit investment trust under the Investment
Company Act of 1940. On August 21, 1991, the Company transferred to the Account,
50,000 shares of the TCI Portfolios, Inc. - TCI Advantage fund for which the
Account was credited with 25,000 accumulation units. The value of the
accumulation units purchased by the Company on August 21, 1991 was $250,000.
The Company offers tax qualified and non-tax qualified Individual Deferred
Variable Annuity Contracts through the Account. The primary distribution for the
contracts is through banks and other financial institutions; however, other
distributors may be utilized.
(b) The Contracts
Only 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 any of the following funds:
Funds of the Federated Insurance Series (Federated);
Federated -- Federated American Leaders Fund II (FedAmLead)
Federated -- Federated High Income Bond Fund II (FedHiInc)
Portfolio of the Fidelity Variable Insurance Products Fund (Fidelity
VIP);
Fidelity VIP -- Equity - Income Portfolio (FidVIPEI)
Fidelity VIP -- Growth Portfolio (FidVIPGr)
Fidelity VIP -- Overseas Portfolio (FidVIPOv)
Funds of the MFS(R) Variable Insurance Trust (MFS(R));
MFS(R) -- Emerging Growth Series (MFSEmGrSe)
MFS(R) -- Total Return Series (MFSTotReSe)
Funds of the Nationwide Separate Account Trust (Nationwide SAT)
(managed for a fee by an affiliated investment advisor);
Nationwide SAT -- Capital Appreciation Fund (NSATCapAp)
Nationwide SAT -- Government Bond Fund (NSATGvtBd)
Nationwide SAT -- Money Market Fund (NSATMyMkt)
Nationwide SAT -- Small Company Fund (NSATSmCo)
Nationwide SAT -- Total Return Fund (NSATTotRe)
Portfolio of the Neuberger & Berman Advisers Management Trust
(Neuberger & Berman);
Neuberger & Berman -- Balanced Portfolio (NBAMTBal)
Portfolio of the TCI Portfolios, Inc. (TCIPortfolios);
TCI Portfolios -- TCI Advantage (TCIAdv)
At December 31, 1996, contract owners have invested in all of the above
funds except the Federated Federated American Leaders Fund II, Fidelity VIP -
Overseas Portfolio, MFS(R) - Total Return Series, and Nationwide SAT Small
Company Fund. The contract owners' equity is affected by the investment results
of each fund, equity transactions by contract owners 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.
<PAGE> 6
(c) Security Valuation, Transactions and Related Investment Income
The market value of the underlying mutual funds is based on the closing
net asset value per share at December 31, 1996. The cost of investments sold is
determined on the 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.
(e) Use of Estimates in the Preparation of Financial Statements
The preparation of financial statements in conformity with generally
accepted accounting principles may require management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities, if any, at the date of the
financial statements and the reported amounts of revenues and expenses during
the reporting period. Actual results could differ from those estimates.
(f) Reclassifications
Certain 1995 and 1994 amounts have been reclassified to conform with the
current year presentation.
(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 owners' contract value 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 contract charges are deducted by the Company: (a) for the VA
contracts an annual contract maintenance charge of $30 which is satisfied by
surrendering units; for the VA II Convertible contracts a one-time contract
maintenance charge of up to $50, dependent upon the initial purchase payment and
contract type; and (b) for the VA 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 0.05%, respectively; for
the VA II Convertible 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. No charges were
deducted from the initial funding, or from earnings thereon.
(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 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
underlying mutual funds.)
- Contract charges
(This amount reflects the decrease in the unit value due to the
mortality risk charge, expense risk charge and 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.
- --------------------------------------------------------------------------------
<PAGE> 7
- --------------------------------------------------------------------------------
SCHEDULE I
NATIONWIDE VA SEPARATE ACCOUNT-A
(formerly Financial Horizons VA Separate Account-1)
VA CONTRACTS
SCHEDULES OF CHANGES IN UNIT VALUE
Years Ended December 31, 1996, 1995 and 1994
<TABLE>
<CAPTION>
FIDVIPGR NSATCAPAP NSATGVTBD NSATMYMKT NSATTOTRE NBAMTBAL TCIADV TCIADV+
-------- --------- --------- --------- --------- -------- ------ -------
1996
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Beginning unit value - Jan. 1 $17.260484 14.442619 17.796519 13.190835 19.046261 14.230121 13.047149 13.802855
- ----------------------------------------------------------------------------------------------------------------------------------
Reinvested capital gains
and dividends 1.239829 .749106 1.101097 .670495 1.268988 2.180116 .939604 .998314
- ----------------------------------------------------------------------------------------------------------------------------------
Unrealized gain (loss) 1.283569 2.998126 (.490209) .000000 2.858575 (1.208831) .257546 .278346
- ----------------------------------------------------------------------------------------------------------------------------------
Contract charges (.243898) (.209884) (.231021) (.176672) (.270796) (.190298) (.176665) .000000
- ----------------------------------------------------------------------------------------------------------------------------------
Ending unit value - Dec. 31 $19.539984 17.979967 18.176386 13.684658 22.903028 15.011108 14.067634 15.079515
- ----------------------------------------------------------------------------------------------------------------------------------
Percentage increase (decrease)
in unit value* 13% 24% 2% 4% 20% 5% 8% 9%
==================================================================================================================================
1995
Beginning unit value - Jan. 1 $12.918431 11.311683 15.183984 12.648732 14.947703 11.649194 11.322395 11.822996
- ----------------------------------------------------------------------------------------------------------------------------------
Reinvested capital gains
and dividends .071384 .642190 1.074443 .711093 1.480976 .296423 .410259 .431938
- ----------------------------------------------------------------------------------------------------------------------------------
Unrealized gain (loss) 4.475621 2.653706 1.754428 .000000 2.840889 2.458241 1.473947 1.547921
- ----------------------------------------------------------------------------------------------------------------------------------
Contract charges (.204952) (.164960) (.216336) (.168990) (.223307) (.173737) (.159452) .000000
- ----------------------------------------------------------------------------------------------------------------------------------
Ending unit value - Dec. 31 $17.260484 14.442619 17.796519 13.190835 19.046261 14.230121 13.047149 13.802855
- ----------------------------------------------------------------------------------------------------------------------------------
Percentage increase (decrease)
in unit value* 34% 28% 17% 4% 27% 22% 15% 17%
==================================================================================================================================
1994
Beginning unit value - Jan. 1 $13.090637 11.564256 15.897022 12.335970 14.983077 12.212412 11.353606 11.701906
- ----------------------------------------------------------------------------------------------------------------------------------
Reinvested capital gains
and dividends .787428 .182737 .997259 .475683 .756008 .476225 .298215 .309969
- ----------------------------------------------------------------------------------------------------------------------------------
Unrealized gain (loss) (.794444) (.286833) (1.509724) .000000 (.594133) (.884641) (.181444) (.188879)
- ----------------------------------------------------------------------------------------------------------------------------------
Contract charges (.165190) (.148477) (.200573) (.162921) (.197249) (.154802) (.147982) .000000
- ----------------------------------------------------------------------------------------------------------------------------------
Ending unit value - Dec. 31 $12.918431 11.311683 15.183984 12.648732 14.947703 11.649194 11.322395 11.822996
- ----------------------------------------------------------------------------------------------------------------------------------
Percentage increase (decrease)
in unit value* (1)% (2)% (4)% 3% 0% (5)% 0% 1%
==================================================================================================================================
<FN>
* An annualized rate of return cannot be determined as contract charges do not
include the annual contract maintenance charge discussed in note 2.
+ For Depositor, see note 1a.
</TABLE>
<PAGE> 8
- --------------------------------------------------------------------------------
SCHEDULE I, CONTINUED
NATIONWIDE VA SEPARATE ACCOUNT-A
(formerly Financial Horizons VA Separate Account-1)
VA-II CONVERTIBLE CONTRACTS
SCHEDULE OF CHANGES IN UNIT VALUE
Year Ended December 31, 1996
<TABLE>
<CAPTION>
FEDHIINC FIDVIPEI MFSEMGRSE
-------- -------- ---------
1996**
<S> <C> <C> <C>
Beginning unit value - Jan. 1 $10.000000 13.462945 10.000000
- ------------------------------------------------------------------------------------------------------------------------
Reinvested capital gains
and dividends .927988 .620984 .097588
- ------------------------------------------------------------------------------------------------------------------------
Unrealized gain (loss) .479216 1.285801 1.607797
- ------------------------------------------------------------------------------------------------------------------------
Contract charges (.146449) (.200308) (.155734)
- ------------------------------------------------------------------------------------------------------------------------
Ending unit value - Dec. 31 $11.260755 15.169422 11.549651
- ------------------------------------------------------------------------------------------------------------------------
Percentage increase (decrease)
in unit value* 13% 13% 15%
========================================================================================================================
<FN>
* An annualized rate of return cannot be determined as contract charges do not
include the annual contract maintenance charge discussed in note 2.
** No other investment options were being utilized.
</TABLE>
See note 3.
- --------------------------------------------------------------------------------
<PAGE> 47
<PAGE> 1
INDEPENDENT AUDITORS' REPORT
The Board of Directors
Nationwide Life and Annuity Insurance Company:
We have audited the accompanying balance sheets of Nationwide Life and Annuity
Insurance Company, a wholly owned subsidiary of Nationwide Life Insurance
Company, as of December 31, 1996 and 1995, and the related statements of income,
shareholder's equity and cash flows for each of the years in the three-year
period ended December 31, 1996. 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. 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 Life and Annuity
Insurance Company as of December 31, 1996 and 1995, and the results of its
operations and its cash flows for each of the years in the three-year period
ended December 31, 1996, in conformity with generally accepted accounting
principles.
In 1994, the Company adopted the provisions of the Financial Accounting
Standards Board's Statement of Financial Accounting Standards No. 115,
Accounting for Certain Investments in Debt and Equity Securities.
KPMG Peat Marwick LLP
Columbus, Ohio
January 31, 1997
<PAGE> 2
NATIONWIDE LIFE AND ANNUITY INSURANCE COMPANY
(a wholly owned subsidiary of Nationwide Life Insurance Company)
Balance Sheets
December 31, 1996 and 1995
($000's omitted)
<TABLE>
<CAPTION>
Assets 1996 1995
------ ---------- -------
<S> <C> <C>
Investments (notes 4, 7 and 8):
Securities available-for-sale, at fair value:
Fixed maturity securities (cost $640,303 in 1996; $539,214 in 1995) $ 648,076 555,751
Equity securities (cost $10,854 in 1996; $10,256 in 1995) 12,254 11,407
Mortgage loans on real estate, net 150,997 104,736
Real estate, net 1,090 1,117
Policy loans 126 94
Short-term investments (note 12) 492 4,844
---------- -------
813,035 677,949
---------- -------
Cash 4,296 --
Accrued investment income 9,189 8,464
Deferred policy acquisition costs 16,168 23,405
Deferred federal income tax (note 6) 4,735 --
Other assets 32,747 208
Assets held in Separate Accounts (note 7) 486,251 257,556
---------- -------
$1,366,421 967,582
========== =======
Liabilities and Shareholder's Equity
------------------------------------
Future policy benefits and claims (notes 5 and 7) $ 80,720 621,280
Funds withheld under coinsurance agreement with affiliate (note 12) 679,571 --
Accrued federal income tax (note 6):
Current 7,914 708
Deferred -- 2,830
---------- -------
7,914 3,538
---------- -------
Other liabilities 27,928 5,031
Liabilities related to Separate Accounts (note 7) 486,251 257,556
---------- -------
1,282,384 887,405
---------- -------
Commitments (notes 7 and 8)
Shareholder's equity (notes 3, 4 and 11):
Capital shares, $40 par value. Authorized, issued and outstanding 66,000 shares 2,640 2,640
Additional paid-in capital 52,960 52,960
Retained earnings 25,209 20,123
Unrealized gains on securities available-for-sale, net 3,228 4,454
---------- -------
84,037 80,177
---------- -------
$1,366,421 967,582
========== =======
</TABLE>
See accompanying notes to financial statements.
<PAGE> 3
NATIONWIDE LIFE AND ANNUITY INSURANCE COMPANY
(a wholly owned subsidiary of Nationwide Life Insurance Company)
Statements of Income
Years ended December 31, 1996, 1995 and 1994
($000's omitted)
<TABLE>
<CAPTION>
1996 1995 1994
-------- ------- -------
<S> <C> <C> <C>
Revenues (note 13):
Investment product and universal life insurance product policy charges $ 6,656 4,322 3,601
Traditional life insurance premiums 246 674 311
Net investment income (note 4) 51,045 49,108 45,030
Realized losses on investments (note 4) (3) (702) (625)
-------- ------- -------
57,944 53,402 48,317
-------- ------- -------
Benefits and expenses:
Benefits and claims 35,524 34,180 29,870
Amortization of deferred policy acquisition costs 7,380 5,508 6,940
Other operating expenses (note 12) 7,247 6,567 6,320
-------- ------- -------
50,151 46,255 43,130
-------- ------- -------
Income before federal income tax expense 7,793 7,147 5,187
-------- ------- -------
Federal income tax expense (benefit) (note 6):
Current 9,612 2,012 2,103
Deferred (6,905) 361 (244)
-------- ------- -------
2,707 2,373 1,859
-------- ------- -------
Net income $ 5,086 4,774 3,328
======== ======= =======
</TABLE>
See accompanying notes to financial statements.
<PAGE> 4
NATIONWIDE LIFE AND ANNUITY INSURANCE COMPANY
(a wholly owned subsidiary of Nationwide Life Insurance Company)
Statements of Shareholder's Equity
Years ended December 31, 1996, 1995 and 1994
($000's omitted)
<TABLE>
<CAPTION>
Unrealized
gains (losses)
Additional on securities Total
Capital paid-in Retained available-for- shareholder's
shares capital earnings sale, net equity
------- ---------- -------- -------------- -------------
<S> <C> <C> <C> <C> <C>
1994:
Balance, beginning of year $2,640 43,960 12,021 38 58,659
Capital contribution -- 9,000 -- -- 9,000
Net income -- -- 3,328 -- 3,328
Adjustment for change in accounting for
certain investments in debt and equity
securities, net (note 3) -- -- -- 4,698 4,698
Unrealized losses on securities available-
for-sale, net -- -- -- (8,439) (8,439)
------ ------ ------ ------ -------
Balance, end of year $2,640 52,960 15,349 (3,703) 67,246
====== ====== ====== ====== =======
1995:
Balance, beginning of year 2,640 52,960 15,349 (3,703) 67,246
Net income -- -- 4,774 -- 4,774
Unrealized gains on securities available-
for-sale, net -- -- -- 8,157 8,157
------ ------ ------ ------ -------
Balance, end of year $2,640 52,960 20,123 4,454 80,177
====== ====== ====== ====== =======
1996:
Balance, beginning of year 2,640 52,960 20,123 4,454 80,177
Net income -- -- 5,086 -- 5,086
Unrealized losses on securities available-
for-sale, net -- -- -- (1,226) (1,226)
------ ------ ------ ------ -------
Balance, end of year $2,640 52,960 25,209 3,228 84,037
====== ====== ====== ====== =======
</TABLE>
See accompanying notes to financial statements.
<PAGE> 5
NATIONWIDE LIFE AND ANNUITY INSURANCE COMPANY
(a wholly owned subsidiary of Nationwide Life Insurance Company)
Statements of Cash Flows
Years ended December 31, 1996, 1995 and 1994
($000's omitted)
<TABLE>
<CAPTION>
1996 1995 1994
--------- ------- -------
<S> <C> <C> <C>
Cash flows from operating activities:
Net income $ 5,086 4,774 3,328
Adjustments to reconcile net income to net cash provided by
operating activities:
Capitalization of deferred policy acquisition costs (19,987) (6,754) (7,283)
Amortization of deferred policy acquisition costs 7,380 5,508 6,940
Commission and expense allowances under coinsurance
agreement with affiliate (note 12) 26,473 -- --
Amortization and depreciation 1,721 878 473
Realized losses on invested assets, net 3 702 625
Deferred federal income tax (benefit) expense (6,905) 361 (244)
Increase in accrued investment income (725) (423) (750)
(Increase) decrease in other assets (32,539) 62 (126)
(Decrease) increase in policy liabilities and funds withheld
on coinsurance agreement with affiliate (7,101) 627 926
Increase (decrease) in accrued federal income tax payable 7,206 698 (254)
Increase (decrease) in other liabilities 22,897 368 (505)
--------- ------- -------
Net cash provided by operating activities 3,509 6,801 3,130
--------- ------- -------
Cash flows from investing activities:
Proceeds from maturity of securities available-for-sale 73,966 41,729 24,850
Proceeds from sale of securities available-for-sale 2,480 3,070 13,170
Proceeds from maturity of fixed maturity securities held-to-maturity -- 11,251 8,483
Proceeds from repayments of mortgage loans on real estate 10,975 8,673 5,733
Proceeds from sale of real estate -- 655 --
Proceeds from repayments of policy loans 23 50 2
Cost of securities available-for-sale acquired (179,671) (79,140) (94,130)
Cost of fixed maturity securities held-to maturity acquired -- (8,000) (15,544)
Cost of mortgage loans on real estate acquired (57,395) (18,000) (11,000)
Cost of real estate acquired -- (10) (52)
Policy loans issued (55) (66) (80)
Short-term investments, net 4,352 (4,479) 1,407
--------- ------- -------
Net cash used in investing activities (145,325) (44,267) (67,161)
--------- ------- -------
Cash flows from financing activities:
Proceeds from capital contribution -- -- 9,000
Increase in investment product and universal life insurance
product account balances 235,286 79,523 95,254
Decrease in investment product and universal life insurance
product account balances (89,174) (42,057) (40,223)
--------- ------- -------
Net cash provided by financing activities 146,112 37,466 64,031
--------- ------- -------
Net increase in cash 4,296 -- --
Cash, beginning of year -- -- --
--------- ------- -------
Cash, end of year $ 4,296 -- --
========= ======= =======
</TABLE>
See accompanying notes to financial statements.
<PAGE> 6
NATIONWIDE LIFE AND ANNUITY INSURANCE COMPANY
(a wholly owned subsidiary of Nationwide Life Insurance Company)
Notes to Financial Statements
December 31, 1996, 1995 and 1994
($000's omitted)
(1) Organization and Description of Business
Nationwide Life and Annuity Insurance Company (the Company) is a wholly
owned subsidiary of Nationwide Life Insurance Company (NLIC).
The Company sells primarily fixed and variable rate annuities through
banks and other financial institutions. In addition, the Company sells
universal life and other interest-sensitive life insurance products and is
subject to competition from other financial services providers 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
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, new legal theories or
insurance company insolvencies through guaranty fund assessments may
create costs for the insurer beyond those currently recorded in the
financial statements. The Company mitigates this risk by operating
throughout the United States, thus reducing its exposure to any single
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. The Company minimizes this risk by adhering to a
conservative investment strategy, by maintaining 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 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. An Annual Statement, filed with the Department of Insurance
of the State of Ohio (the Department), is prepared on the basis of
accounting practices prescribed or permitted by the Department. 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.
In preparing the financial statements, management is required to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and the disclosures of contingent assets and liabilities as of
the date of the financial statements and the reported amounts of revenues
and expenses for the reporting period. Actual results could differ
significantly from those estimates.
<PAGE> 7
NATIONWIDE LIFE AND ANNUITY INSURANCE COMPANY
(a wholly owned subsidiary of Nationwide Life Insurance Company)
Notes to Financial Statements, Continued
The most significant estimates include those used in determining deferred
policy acquisition costs, valuation allowances for mortgage loans on real
estate and real estate investments and the liability for future policy
benefits and claims. Although some variability is inherent in these
estimates, management believes the amounts provided are adequate.
(a) Valuation of Investments and Related Gains and Losses
The Company is required to classify its fixed maturity securities and
equity securities as either held-to-maturity, available-for-sale or
trading. 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. The Company has no fixed maturity securities classified as
held-to-maturity or trading as of December 31, 1996 or 1995.
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. The measurement of impaired loans is
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
fair value of the collateral, if the loan is collateral dependent.
Loans in foreclosure and loans considered to be impaired are placed on
non-accrual status. Interest received on non-accrual status mortgage
loans on real estate are included in interest income in the period
received.
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. Impairment losses are
recorded on long-lived assets used in operations when indicators of
impairment are present and the undiscounted cash flows estimated to be
generated by those assets are less than the assets' carrying amount.
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.
(b) Revenues and Benefits
Investment Products and Universal Life Insurance Products: Investment
products consist primarily of individual variable and fixed annuities
and annuities without life contingencies. Universal life insurance
products include universal life insurance, variable universal life
insurance and other interest-sensitive life insurance policies.
Revenues for investment products and universal life insurance products
consist of net investment income, asset fees, 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 interest credited to policy
account balances and benefits and claims incurred in the period in
excess of related policy account balances.
Traditional Life Insurance Products: Traditional life insurance
products include those products with fixed and guaranteed premiums and
benefits and consist primarily of certain annuities with life
contingencies. Premiums for traditional life insurance products are
recognized as revenue when due. 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.
<PAGE> 8
NATIONWIDE LIFE AND ANNUITY INSURANCE COMPANY
(a wholly owned subsidiary of Nationwide Life Insurance Company)
Notes to Financial Statements, Continued
(c) 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 investment products
and universal life insurance 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, asset fees, 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. Deferred policy acquisition costs
are adjusted to reflect the impact of unrealized gains and losses on
fixed maturity securities available-for-sale as described in note 2(a).
(d) 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 statements of income and cash flows
except for the fees the Company receives.
(e) Future Policy Benefits
Future policy benefits for investment products in the accumulation
phase, universal life insurance and variable universal life insurance
policies have been calculated based on participants' contributions plus
interest credited less applicable contract charges.
(f) Federal Income Tax
The Company files a consolidated federal income tax return with
Nationwide Mutual Insurance Company (NMIC). The members of the
consolidated tax return group have a tax sharing agreement which
provides, in effect, for each member to bear essentially the same
federal income tax liability as if separate tax returns were filed.
The Company utilizes the asset and liability method of accounting for
income tax. Under this 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.
(g) 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.
(h) Statements of Cash Flows
The Company routinely invests its available cash balances in highly
liquid, short-term investments with affiliated companies. See note 12.
As such, the Company had no cash balance as of December 31, 1995 and
1994.
<PAGE> 9
NATIONWIDE LIFE AND ANNUITY INSURANCE COMPANY
(a wholly owned subsidiary of Nationwide Life Insurance Company)
Notes to Financial Statements, Continued
(i) Reclassification
Certain items in the 1995 and 1994 financial statements have been
reclassified to conform to the 1996 presentation.
(3) Change in Accounting Principle
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 Statement of Financial Accounting Standards (SFAS) No. 115
Accounting for Certain Investments in Debt and Equity Securities. As of
January 1, 1994, the Company classified fixed maturity securities with
amortized cost and fair value of $380,974 and $399,556, 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 $ 18,582
Adjustment to deferred policy acquisition costs (11,355)
Deferred federal income tax (2,529)
--------
$ 4,698
========
</TABLE>
(4) Investments
The amortized cost and estimated fair value of securities
available-for-sale were as follows as of December 31, 1996 and 1995:
<TABLE>
<CAPTION>
Gross Gross
Amortized unrealized unrealized Estimated
1996: cost gains losses fair value
--------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Fixed maturity securities:
U.S. Treasury securities and obligations of U.S.
government corporations and agencies $ 3,695 7 (78) 3,624
Obligations of states and political subdivisions 269 -- (2) 267
Debt securities issued by foreign governments 6,129 133 (8) 6,254
Corporate securities 393,371 5,916 (1,824) 397,463
Mortgage-backed securities 236,839 4,621 (992) 240,468
-------- ------- -------- -------
Total fixed maturity securities 640,303 10,677 (2,904) 648,076
Equity securities 10,854 1,540 (140) 12,254
-------- ------- -------- -------
$651,157 12,217 (3,044) 660,330
======== ======= ======== =======
1995:
Fixed maturity securities:
U.S. Treasury securities and obligations of U.S.
government corporations and agencies $ 3,492 18 -- 3,510
Obligations of states and political subdivisions 271 -- (1) 270
Debt securities issued by foreign governments 6,177 301 -- 6,478
Corporate securities 332,425 10,116 (925) 341,616
Mortgage-backed securities 196,849 7,649 (621) 203,877
-------- ------- -------- -------
Total fixed maturity securities 539,214 18,084 (1,547) 555,751
Equity securities 10,256 1,151 -- 11,407
-------- ------- -------- -------
$549,470 19,235 (1,547) 567,158
======== ======= ======== =======
</TABLE>
<PAGE> 10
NATIONWIDE LIFE AND ANNUITY INSURANCE COMPANY
(a wholly owned subsidiary of Nationwide Life Insurance Company)
Notes to Financial Statements, Continued
The amortized cost and estimated fair value of fixed maturity securities
available-for-sale as of December 31, 1996, 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 $ 43,219 43,441
Due after one year through five years 198,045 200,453
Due after five years through ten years 121,820 122,595
Due after ten years 40,380 41,119
-------- -------
403,464 407,608
Mortgage-backed securities 236,839 240,468
-------- -------
$640,303 648,076
======== =======
</TABLE>
The components of unrealized gains on securities available-for-sale, net,
were as follows as of December 31:
<TABLE>
<CAPTION>
1996 1995
------- -------
<S> <C> <C>
Gross unrealized gains $ 9,173 17,688
Adjustment to deferred policy acquisition
costs (4,207) (10,836)
Deferred federal income tax (1,738) (2,398)
------- -------
$ 3,228 4,454
======= =======
</TABLE>
An analysis of the change in gross unrealized gains (losses) on securities
available-for-sale and fixed maturity securities held-to-maturity follows
for the years ended December 31:
<TABLE>
<CAPTION>
1996 1995 1994
-------- ------ -------
<S> <C> <C> <C>
Securities available-for-sale:
Fixed maturity securities $ (8,764) 30,647 (32,692)
Equity securities 249 1,283 (190)
Fixed maturity securities
held-to-maturity -- 3,941 (8,407)
-------- ------ -------
$ (8,515) 35,871 (41,289)
======== ====== =======
</TABLE>
Proceeds from the sale of securities available-for-sale during 1996, 1995
and 1994 were $2,480, $3,070 and $13,170, respectively. During 1996, gross
gains of $181 ($64 and $373 in 1995 and 1994, respectively) and no gross
losses ($6 and $73 in 1995 and 1994, respectively) were realized on those
sales.
During 1995, the Company transferred fixed maturity securities classified
as held-to-maturity with amortized cost of $2,000 to available-for-sale
securities due to evidence of a significant deterioration in the issuer's
creditworthiness. The transfer of those fixed maturity securities resulted
in a gross unrealized loss of $600.
As permitted by the Financial Accounting Standards Board's Special Report,
A Guide to Implementation of Statement 115 on Accounting for Certain
Investments in Debt and Equity Securities, issued in November 1995, the
Company transferred all of its fixed maturity securities previously
classified as held-to-maturity to available-for-sale. As of December 14,
1995, the date of transfer, the fixed maturity securities had amortized
cost of $77,405, resulting in a gross unrealized gain of $1,709.
The Company has no investments which were non-income producing for the
twelve month period preceding December 31, 1996 ($996 of fixed maturity
securities in 1995).
<PAGE> 11
NATIONWIDE LIFE AND ANNUITY INSURANCE COMPANY
(a wholly owned subsidiary of Nationwide Life Insurance Company)
Notes to Financial Statements, Continued
Real estate is presented at cost less accumulated depreciation of $108 as
of December 31, 1996 ($81 as of December 31, 1995) and valuation
allowances of $229 as of December 31, 1996 ($229 as of December 31, 1995).
The recorded investment of mortgage loans on real estate considered to be
impaired (under SFAS No. 114 - Accounting by Creditors for Impairment of a
Loan as amended by SFAS No. 118 - Accounting by Creditors for Impairment
of a Loan-Income Recognition and Disclosure) as of December 31, 1996 was
$955 ($966 as of December 31, 1995), which includes $955 (none as of
December 31, 1995) of impaired mortgage loans on real estate for which the
related valuation allowance was $184 (none as of December 31, 1995) and
none ($966 as of December 31, 1995) of impaired mortgage loans on real
estate for which there was no valuation allowance. During 1996, the
average recorded investment in impaired mortgage loans on real estate was
approximately $964 ($242 in 1995) and interest income recognized on those
loans was $16 (none in 1995), which is equal to interest income recognized
using a cash-basis method of income recognition.
Activity in the valuation allowance account for mortgage loans on real
estate is summarized for the year ended December 31, 1996:
<TABLE>
<CAPTION>
1996 1995
---- ----
<S> <C> <C>
Allowance, beginning of year $750 860
Additional charged to operations 184 --
Reduction of the allowance credited
to operations -- (110)
---- ----
Allowance, end of year $934 750
==== ====
</TABLE>
An analysis of investment income by investment type follows for the years
ended December 31:
<TABLE>
<CAPTION>
1996 1995 1994
------- ------ ------
<S> <C> <C> <C>
Gross investment income:
Securities available-for-sale:
Fixed maturity securities $40,552 35,093 36,720
Equity securities 598 713 16
Fixed maturity securities
held-to-maturity -- 4,530 540
Mortgage loans on real estate 9,991 9,106 8,437
Real estate 214 273 175
Short-term investments 507 348 207
Other 57 41 19
------- ------ ------
Total investment income 51,919 50,104 46,114
Less: investment expenses 874 996 1,084
------- ------ ------
Net investment income $51,045 49,108 45,030
======= ====== ======
</TABLE>
An analysis of realized gains (losses) on investments, net of valuation
allowances, by investment type follows for the years ended December 31:
<TABLE>
<CAPTION>
1996 1995 1994
----- ---- ----
<S> <C> <C> <C>
Fixed maturity securities available-for-sale $ 181 (822) 260
Mortgage loans on real estate (184) 110 (832)
Real estate and other -- 10 (53)
----- ---- ----
$ (3) (702) (625)
===== ==== ====
</TABLE>
Fixed maturity securities with an amortized cost of $3,403 and $2,806 as
of December 31, 1996 and 1995, respectively, were on deposit with various
regulatory agencies as required by law.
<PAGE> 12
NATIONWIDE LIFE AND ANNUITY INSURANCE COMPANY
(a wholly owned subsidiary of Nationwide Life Insurance Company)
Notes to Financial Statements, Continued
(5) Future Policy Benefits
The liability for future policy benefits for investment contracts has been
established based on policy terms, interest rates and various contract
provisions. The average interest rate credited on investment product
policies was approximately 5.6%, 5.6% and 5.3% for the years ended
December 31, 1996, 1995 and 1994, respectively.
(6) Federal Income Tax
The tax effects of temporary differences that give rise to significant
components of the net deferred tax asset (liability) as of December 31,
1996 and 1995 are as follows:
<TABLE>
<CAPTION>
1996 1995
-------- -------
<S> <C> <C>
Deferred tax assets:
Liabilities in Separate Accounts $ 5,311 3,445
Future policy benefits 1,070 5,249
Mortgage loans on real estate and real estate 407 338
Other assets and other liabilities 3,836 708
-------- -------
Total gross deferred tax assets 10,624 9,740
-------- -------
Deferred tax liabilities:
Fixed maturity securities 3,268 6,308
Deferred policy acquisition costs 2,131 6,262
Equity securities 490 --
-------- -------
Total gross deferred tax liabilities 5,889 12,570
-------- -------
$ 4,735 (2,830)
======== =======
</TABLE>
In assessing the realizability of deferred tax assets, management
considers whether it is more likely than not that some portion of the
total gross deferred tax assets will not be realized. All future
deductible amounts can be offset by future taxable amounts or recovery of
federal income tax paid within the statutory carryback period. The Company
has determined that valuation allowances are not necessary as of December
31, 1996, 1995 and 1994 based on its analysis of future deductible
amounts.
Total federal income tax expense for the years ended December 31, 1996,
1995 and 1994 differs from the amount computed by applying the U.S.
federal income tax rate to income before tax as follows:
<TABLE>
<CAPTION>
1996 1995 1994
---------------- ---------------- ----------------
Amount % Amount % Amount %
------- ---- ------- ---- ------- ----
<S> <C> <C> <C> <C> <C> <C>
Computed (expected) tax expense $ 2,728 35.0 $ 2,501 35.0 $ 1,815 35.0
Tax exempt interest and dividends
received deduction (175) (2.3) (150) (2.1) (50) (1.0)
Other, net 154 2.0 22 0.3 94 1.8
------- ---- ------- ---- ------- ----
Total (effective rate of each year) $ 2,707 34.7 $ 2,373 33.2 $ 1,859 35.8
======= ==== ======= ==== ======= ====
</TABLE>
Total federal income tax paid was $2,335, $1,314 and $2,357 during the
years ended December 31, 1996, 1995 and 1994, respectively.
<PAGE> 13
NATIONWIDE LIFE AND ANNUITY INSURANCE COMPANY
(a wholly owned subsidiary of Nationwide Life Insurance Company)
Notes to Financial Statements, Continued
(7) Disclosures about Fair Value of Financial Instruments
SFAS 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. SFAS 107 defines the fair value
of a financial instrument as the amount at which the financial instrument
could be exchanged in a current transaction between willing parties. 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 life
insurance contracts is 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 approximates their
fair value.
Fixed maturity and equity 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, which includes certain surrender charges.
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 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 life insurance contracts: 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.
<PAGE> 14
NATIONWIDE LIFE AND ANNUITY INSURANCE COMPANY
(a wholly owned subsidiary of Nationwide Life Insurance Company)
Notes to Financial Statements, Continued
Commitments to extend credit: Commitments to extend credit have nominal
value because of the short-term nature of such commitments. See note 8.
Carrying amount and estimated fair value of financial instruments subject
to SFAS 107 and policy reserves on life insurance contracts were as
follows as of December 31, 1996 and 1995:
<TABLE>
<CAPTION>
1996 1995
----------------------- -----------------------
Carrying Estimated Carrying Estimated
amount fair value amount fair value
-------- ---------- -------- ----------
<S> <C> <C> <C> <C>
Assets
Investments:
Securities available-for-sale:
Fixed maturity securities $648,076 648,076 555,751 555,751
Equity securities 12,254 12,254 11,407 11,407
Mortgage loans on real estate, net 150,997 152,496 104,736 111,501
Policy loans 126 126 94 94
Short-term investments 492 492 4,844 4,844
Cash 4,296 4,296 -- --
Assets held in Separate Accounts 486,251 486,251 257,556 257,556
Liabilities
Investment contracts 75,417 72,262 616,984 601,582
Policy reserves on life insurance contracts 5,303 5,390 4,296 4,520
Liabilities related to Separate Accounts 486,251 471,125 257,556 246,996
</TABLE>
(8) 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 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 75% 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 $19,500
extending into 1997 were outstanding as of December 31, 1996.
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
31% (28% in 1995) in any geographic area and no more than 5% (15% in 1995)
with any one borrower.
<PAGE> 15
NATIONWIDE LIFE AND ANNUITY INSURANCE COMPANY
(a wholly owned subsidiary of Nationwide Life Insurance Company)
Notes to Financial Statements, Continued
The summary below depicts loans by remaining principal balance as of
December 31, 1996 and 1995:
<TABLE>
<CAPTION>
Apartment
Office Warehouse Retail & other Total
-------- --------- ------ --------- --------
<S> <C> <C> <C> <C> <C>
1996:
East North Central $ 1,968 2,324 8,203 7,867 20,362
East South Central -- -- 1,828 11,591 13,419
Mountain -- 1,394 -- 1,986 3,380
Middle Atlantic 2,817 -- 883 1,990 5,690
New England 1,993 868 1,944 -- 4,805
Pacific 3,883 15,779 10,093 9,273 39,028
South Atlantic 9,926 -- 16,209 20,520 46,655
West North Central 2,000 -- -- -- 2,000
West South Central 3,824 -- 1,995 10,847 16,666
-------- ------ ------ ------- --------
$ 26,411 20,365 41,155 64,074 152,005
======== ====== ====== =======
Less valuation allowances and unamortized discount 1,008
--------
Total mortgage loans on real estate, net $150,997
========
1995:
East North Central $ 1,854 878 8,263 3,940 14,935
East South Central -- -- 1,877 11,753 13,630
Mountain -- -- -- 1,964 1,964
Middle Atlantic 882 1,820 901 -- 3,603
New England -- 895 1,963 -- 2,858
Pacific 1,923 8,600 8,211 8,838 27,572
South Atlantic 3,953 -- 9,928 15,797 29,678
West North Central -- 1,500 -- -- 1,500
West South Central 3,881 969 -- 4,932 9,782
-------- ------ ------ ------- --------
$ 12,493 14,662 31,143 47,224 105,522
======== ====== ====== =======
Less valuation allowances and unamortized discount 786
--------
Total mortgage loans on real estate, net $104,736
========
</TABLE>
(9) Pension Plan
The Company is a participant, 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. Benefits are based upon the highest average
annual salary of a specified number of consecutive years of the last ten
years of service. The Company funds an allocation of pension costs accrued
for employees of affiliates whose work efforts benefit the Company.
Effective January 1, 1995, the plan was amended to provide enhanced
benefits for participants who met certain eligibility requirements and
elected early retirement no later than March 15, 1995. The entire cost of
the enhanced benefit was borne by NMIC and certain of its property and
casualty insurance company affiliates.
Effective December 31, 1995, the Nationwide Insurance Companies and
Affiliates Retirement Plan was merged with the Farmland Mutual Insurance
Company Employees' Retirement Plan and the Wausau Insurance Companies
Pension Plan to form the Nationwide Insurance Enterprise Retirement Plan.
Immediately prior to the merger, the plans were amended to provide
consistent benefits for service after January 1, 1996. These amendments
had no significant impact on the accumulated benefit obligation or
projected benefit obligation as of December 31, 1995.
<PAGE> 16
NATIONWIDE LIFE AND ANNUITY INSURANCE COMPANY
(a wholly owned subsidiary of Nationwide Life Insurance Company)
Notes to Financial Statements, Continued
Pension costs charged to operations by the Company during the years ended
December 31, 1996, 1995 and 1994 were $189, $214 and $265, respectively.
The net periodic pension cost for the Nationwide Insurance Enterprise
Retirement Plan as a whole for the year ended December 31, 1996 and for
the Nationwide Insurance Companies and Affiliates Retirement Plan as a
whole for the years ended December 31, 1995 and 1994 follows:
<TABLE>
<CAPTION>
1996 1995 1994
--------- -------- -------
<S> <C> <C> <C>
Service cost (benefits earned during the period) $ 75,466 64,524 64,740
Interest cost on projected benefit obligation 105,511 95,283 73,951
Actual return on plan assets (210,583) (249,294) (21,495)
Net amortization and deferral 101,795 143,353 (62,150)
--------- -------- -------
$ 72,189 53,866 55,046
========= ======== =======
</TABLE>
Basis for measurements, net periodic pension cost:
<TABLE>
<CAPTION>
1996 1995 1994
------- ------- -------
<S> <C> <C> <C>
Weighted average discount rate 6.00% 7.50% 5.75%
Rate of increase in future compensation levels 4.25% 6.25% 4.50%
Expected long-term rate of return on plan assets 6.75% 8.75% 7.00%
</TABLE>
Information regarding the funded status of the Nationwide Insurance
Enterprise Retirement Plan as a whole as of December 31, 1996 and 1995
follows:
<TABLE>
<CAPTION>
1996 1995
----------- ----------
<S> <C> <C>
Accumulated benefit obligation:
Vested $ 1,338,554 1,236,730
Nonvested 11,149 26,503
----------- ----------
$ 1,349,703 1,263,233
=========== ==========
Net accrued pension expense:
Projected benefit obligation for services rendered to date $ 1,847,828 1,780,616
Plan assets at fair value 1,947,933 1,738,004
----------- ----------
Plan assets in excess of (less than) projected benefit
obligation 100,105 (42,612)
Unrecognized prior service cost 37,870 42,845
Unrecognized net gains (201,952) (63,130)
Unrecognized net asset at transition 37,158 41,305
----------- ----------
$ (26,819) (21,592)
=========== ==========
</TABLE>
Basis for measurements, funded status of plan:
<TABLE>
<CAPTION>
1996 1995
----------- ----------
<S> <C> <C>
Weighted average discount rate 6.50% 6.00%
Rate of increase in future compensation levels 4.75% 4.25%
</TABLE>
Assets of the Nationwide Insurance Enterprise Retirement Plan are invested
in group annuity contracts of NLIC and Employers Life Insurance Company of
Wausau, a wholly owned subsidiary of NLIC.
<PAGE> 17
NATIONWIDE LIFE AND ANNUITY INSURANCE COMPANY
(a wholly owned subsidiary of Nationwide Life Insurance Company)
Notes to Financial Statements, Continued
(10) Postretirement Benefits Other Than Pensions
In addition to the defined benefit pension plan, the Company, together
with other affiliated companies, participates in life and health care
defined benefit plans for qualifying retirees. Postretirement life and
health care benefits are contributory and generally 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 health care
benefit contributions are adjusted annually and contain cost-sharing
features such as deductibles and coinsurance. In addition, there are caps
on the Company's portion of the per-participant cost of the postretirement
health care benefits. These caps can increase annually, but not more than
three percent. The Company's policy is to fund the cost of health care
benefits in amounts determined at the discretion of management. Plan
assets are invested primarily in group annuity contracts of NLIC.
The Company elected to immediately recognize its estimated accumulated
postretirement benefit obligation, however, certain affiliated companies
elected to amortize their initial transition obligation over periods
ranging from 10 to 20 years.
The Company's accrued postretirement benefit expense as of December 31,
1996 and 1995 was $840 and $808, respectively, and the net periodic
postretirement benefit cost (NPPBC) for 1996, 1995 and 1994 was $78, $66
and $119, respectively.
The amount of NPPBC for the plan as a whole for the years ended December
31, 1996, 1995 and 1994 was as follows:
<TABLE>
<CAPTION>
1996 1995 1994
-------- ------- -------
<S> <C> <C> <C>
Service cost (benefits attributed to employee service during the year) $ 6,541 6,235 8,586
Interest cost on accumulated postretirement benefit obligation 13,679 14,151 14,011
Actual return on plan assets (4,348) (2,657) (1,622)
Amortization of unrecognized transition obligation of affiliates 173 2,966 568
Net amortization and deferral 1,830 (1,619) 1,622
-------- ------- -------
$ 17,875 19,076 23,165
======== ======= =======
</TABLE>
Information regarding the funded status of the plan as a whole as of
December 31, 1996 and 1995 follows:
<TABLE>
<CAPTION>
1996 1995
--------- --------
<S> <C> <C>
Accrued postretirement benefit expense:
Retirees $ 92,954 88,680
Fully eligible, active plan participants 23,749 28,793
Other active plan participants 83,986 90,375
--------- --------
Accumulated postretirement benefit obligation (APBO) 200,689 207,848
Plan assets at fair value 63,044 54,325
--------- --------
Plan assets less than accumulated postretirement benefit obligation (137,645) (153,523)
Unrecognized transition obligation of affiliates 1,654 1,827
Unrecognized net gains (23,225) (1,038)
--------- --------
$(159,216) (152,734)
========= ========
</TABLE>
<PAGE> 18
NATIONWIDE LIFE AND ANNUITY INSURANCE COMPANY
(a wholly owned subsidiary of Nationwide Life Insurance Company)
Notes to Financial Statements, Continued
Actuarial assumptions used for the measurement of the APBO as of December
31, 1996 and 1995 and the NPPBC for 1996, 1995 and 1994 were as follows:
<TABLE>
<CAPTION>
1996 1996 1995 1995 1994
APBO NPPBC APBO NPPBC NPPBC
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Discount rate 7.25% 6.65% 6.75% 8.00% 7.00%
Long-term rate of return on plan
assets, net of tax -- 4.80% -- 8.00% N/A
Assumed health care cost trend rate:
Initial rate 11.00% 11.00% 11.00% 10.00% 12.00%
Ultimate rate 6.00% 6.00% 6.00% 6.00% 6.00%
Uniform declining period 12 Years 12 Years 12 Years 12 Years 12 Years
</TABLE>
The health care cost trend rate assumption has an effect on the amounts
reported. For the plan as a whole, a one percentage point increase in the
assumed health care cost trend rate would increase the APBO as of December
31, 1996 by $701 and the NPPBC for the year ended December 31, 1996 by
$83.
(11) Regulatory Risk-Based Capital and Dividend Restriction
Ohio, the 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. The Company exceeds the minimum risk-based capital
requirements.
The statutory capital shares and surplus of the Company as reported to
regulatory authorities as of December 31, 1996, 1995 and 1994 was $71,390,
$54,978 and $48,947, respectively. The statutory net income of the Company
as reported to regulatory authorities for the years ended December 31,
1996, 1995 and 1994 was $670, $8,023 and $6,173, respectively.
The Company is limited in the amount of shareholder dividends it may pay
without prior approval by the Department. As of December 31, 1996, the
maximum amount available for dividend payment from the Company to its
shareholder without prior approval of the Department is $7,139.
The Company currently does not expect such regulatory requirements to
impair its ability to pay operating expenses and stockholder dividends in
the future.
(12) Transactions With Affiliates
The Company leases office space from NMIC and certain of its subsidiaries.
For the years ended December 31, 1996, 1995 and 1994, the Company made
lease payments to NMIC and its subsidiaries of $410, $287 and $341,
respectively.
<PAGE> 19
NATIONWIDE LIFE AND ANNUITY INSURANCE COMPANY
(a wholly owned subsidiary of Nationwide Life Insurance Company)
Notes to Financial Statements, Continued
Pursuant to a cost sharing agreement among NMIC and certain of its direct
and indirect subsidiaries, including the Company, NMIC provides certain
operational and administrative services, such as sales support,
advertising, personnel and general management services, to those
subsidiaries. Expenses covered by this agreement are subject to allocation
among NMIC, the Company and other affiliates. Amounts allocated to the
Company were $2,682, $2,596 and $2,503 in 1996, 1995 and 1994,
respectively. The allocations are based on techniques and procedures in
accordance with insurance regulatory guidelines. Measures used to allocate
expenses among companies include individual employee estimates of time
spent, special cost studies, salary expense, commissions expense and other
methods agreed to by the participating companies that are within industry
guidelines and practices. The Company believes these allocation methods
are reasonable. In addition, the Company does not believe that expenses
recognized under the inter-company agreements are materially different
than expenses that would have been recognized had the Company operated on
a stand alone basis. Amounts payable to NMIC from the Company under the
cost sharing agreement were $2,275 and $1,186 as of December 31, 1996 and
1995, respectively.
Effective December 31, 1996, the Company entered into an intercompany
reinsurance agreement with NLIC whereby certain inforce and subsequently
issued fixed individual deferred annuity contracts are ceded on a 100%
coinsurance with funds withheld basis. Under 100% coinsurance with funds
withheld agreements, invested assets are retained by the ceding company
and liabilities for future policy benefits are transferred to the assuming
company. In addition, net investment earnings on the invested assets
retained by the ceding company are to be paid to the assuming company.
Under terms of the Company's agreement, the investment risk associated
with changes in interest rates is borne by NLIC. Risk of asset default is
retained by the Company, although a fee is paid by NLIC to the Company for
the Company's retention of such risk. The agreement will remain inforce
until all contract obligations are settled. The ceding of risk does not
discharge the original insurer from its primary obligation to the
contractholder. The Company believes that the terms of the 100%
coinsurance with funds withheld agreement are consistent in all material
respects with what the Company could have obtained with unaffiliated
parties.
The Company has recorded a liability equal to the amount due to NLIC as of
December 31, 1996 for $679,571, which represents the future policy
benefits of the fixed individual deferred annuity contracts ceded. In
consideration for the initial inforce business reinsured, NLIC agreed to
pay the Company $26,473 in commission and expense allowances which were
applied to the Company's deferred policy acquisition costs as of December
31, 1996. No significant gain or loss was recognized as a result of the
agreement.
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
$492 and $4,844 as of December 31, 1996 and 1995, respectively, and are
included in short-term investments on the accompanying balance sheets.
Certain annuity products are sold through an affiliated company, which is
a subsidiary of Nationwide Corporation. Total commissions paid to the
affiliate for the three years ended December 31, 1996 were $14,644, $5,949
and $6,633, respectively.
(13) Segment Information
The Company has three primary segments: Variable Annuities, Fixed
Annuities and Life Insurance. The Variable Annuities segment consists of
annuity contracts that provide the customer with the opportunity to invest
in mutual funds managed by an affiliated company and independent
investment managers, with the investment returns accumulating on a
tax-deferred basis. The Fixed Annuities segment consists of annuity
contracts that generate a return for the customer at a specified interest
rate, fixed for a prescribed period, with returns accumulating on a
tax-deferred basis. The Life Insurance segment consists of insurance
products that provide a death benefit and may also allow the customer to
build cash value on a tax-deferred basis. In addition, the Company reports
corporate expenses and investments, and the related investment income
supporting capital not specifically allocated to its product segments in a
Corporate and Other segment. In addition, all realized gains and losses
are reported in the Corporate and Other segment.
<PAGE> 20
NATIONWIDE LIFE AND ANNUITY INSURANCE COMPANY
(a wholly owned subsidiary of Nationwide Life Insurance Company)
Notes to Financial Statements, Continued
During 1996, the Company changed its reporting segments to better reflect
the way the businesses are managed. Prior periods have been restated to
reflect these changes.
The following table summarizes the revenues and income (loss) before
federal income tax expense for the years ended December 31, 1996, 1995 and
1994 and assets as of December 31, 1996, 1995 and 1994, by business
segment.
<TABLE>
<CAPTION>
1996 1995 1994
----------- -------- --------
<S> <C> <C> <C>
Revenues:
Variable Annuities $ 4,591 2,927 2,435
Fixed Annuities 51,643 50,056 44,812
Life Insurance 165 185 179
Corporate and Other 1,545 234 891
----------- -------- --------
$ 57,944 53,402 48,317
=========== ======== ========
Income (loss) before federal income tax expense:
Variable Annuities 1,094 1,196 658
Fixed Annuities 5,156 5,633 5,093
Life Insurance (1) (381) (990)
Corporate and Other 1,544 699 426
----------- -------- --------
$ 7,793 7,147 5,187
=========== ======== ========
Assets:
Variable Annuities 503,111 267,097 185,332
Fixed Annuities 787,682 643,313 606,696
Life Insurance 2,597 2,665 2,677
Corporate and Other 73,031 54,507 38,335
----------- -------- --------
$ 1,366,421 967,582 833,040
=========== ======== ========
</TABLE>
<PAGE> 21
SCHEDULE I
NATIONWIDE LIFE AND ANNUITY INSURANCE COMPANY
(a wholly owned subsidiary of Nationwide Life Insurance Company)
Summary of Investments -
Other Than Investments in Related Parties
As of December 31, 1996
($000's omitted)
<TABLE>
<CAPTION>
- ------------------------------------------- -------- ------------ ---------------
Column A Column B Column C Column D
- ------------------------------------------- -------- ------------ ---------------
Amount at which
shown in the
Type of Investment Cost Market value balance sheet
- ------------------------------------------- -------- ------------ ---------------
<S> <C> <C> <C>
Fixed maturity securities available-for-sale:
Bonds:
U.S. Government and government agencies and authorities $239,737 243,310 243,310
States, municipalities and political subdivisions 269 267 267
Foreign governments 6,129 6,254 6,254
Public utilities 89,884 90,885 90,885
All other corporate 304,284 307,360 307,360
-------- ------- -------
Total fixed maturity securities available-for-sale 640,303 648,076 648,076
-------- ------- -------
Equity securities available-for-sale:
Common stocks:
Industrial, miscellaneous and all other 10,854 12,254 12,254
-------- ------- -------
Total equity securities available-for-sale 10,854 12,254 12,254
-------- ------- -------
Mortgage loans on real estate, net 151,931 150,997(1)
Real estate, net:
Investment properties 855 540(1)
Acquired in satisfaction of debt 573 550(1)
Policy loans 126 126
Short-term investments 492 492
-------- -------
Total investments $805,134 813,035
======== =======
</TABLE>
- ----------
(1) Difference from Column B is primarily due to valuation allowances due to
impairments on mortgage loans on real estate and due to accumulated
depreciation and valuation allowances due to impairments on real estate.
See note 4 to the financial statements.
See accompanying independent auditors' report.
<PAGE> 22
SCHEDULE III
NATIONWIDE LIFE AND ANNUITY INSURANCE COMPANY
(a wholly owned subsidiary of Nationwide Life Insurance Company)
Supplemental Insurance Information
As of December 31, 1996, 1995 and 1994
and for each of the years then ended
($000's omitted)
<TABLE>
<CAPTION>
- ------------------------------- --------------- ----------------------- ----------------- ---------------- --------
Column A Column B Column C Column D Column E Column F
- ------------------------------- --------------- ----------------------- ----------------- ---------------- --------
Deferred policy Future policy benefits, Other policy
acquisition losses, claims and Unearned premiums claims and Premium
Segment costs loss expenses (1) benefits payable revenue
- ------------------------------- --------------- ----------------------- ----------------- ---------------- --------
<S> <C> <C> <C> <C> <C>
1996: Variable Annuities $ 17,335 -- -- --
Fixed Annuities 2,691 78,947 -- 246
Life Insurance 349 1,773 -- --
Corporate and Other (4,207) -- -- --
-------- ------- ------- -------
Total $ 16,168 80,720 -- 246
======== ======= ======= =======
1995: Variable Annuities 9,966 -- -- --
Fixed Annuities 23,913 619,400 -- 674
Life Insurance 360 1,880 -- --
Corporate and Other (10,834) -- -- --
-------- ------- ------- -------
Total $ 23,405 621,280 -- 674
======== ======= ======= =======
1994: Variable Annuities 7,760 -- -- --
Fixed Annuities 25,344 581,352 -- 311
Life Insurance 481 1,836 -- --
Corporate and Other 7,955 -- -- --
-------- ------- ------- -------
Total $ 41,540 583,188 -- 311
======== ======= ======= =======
</TABLE>
<TABLE>
<CAPTION>
- ----------------------------- ------------- --------- ------------ --------- --------
Column A Column G Column H Column I Column J Column K
- ----------------------------- ------------- --------- ------------ --------- --------
Benefits, Amortization
claims, of deferred Other
Net investment losses and policy operating
income settlement acquisition expenses Premiums
Segment (2) expenses costs (2) written
- ----------------------------- ------------- --------- ------------ --------- --------
<S> <C> <C> <C> <C> <C>
1996: Variable Annuities $ (849) 238 1,473 1,786 --
Fixed Annuities 50,197 35,193 5,888 5,407 --
Life Insurance 149 93 19 54 --
Corporate and Other 1,548 -- -- -- --
-------- ------- ------- ------- -------
Total $ 51,045 35,524 7,380 7,247 --
======== ======= ======= ======= =======
1995: Variable Annuities (450) 107 739 886 --
Fixed Annuities 48,454 33,974 5,211 5,238 --
Life Insurance 169 99 24 443 --
Corporate and Other 935 -- (466) -- --
-------- ------- ------- ------- -------
Total $ 49,108 34,180 5,508 6,567 --
======== ======= ======= ======= =======
1994: Variable Annuities (229) 86 464 1,227 --
Fixed Annuities 43,569 29,694 6,002 4,022 --
Life Insurance 173 90 8 1,071 --
Corporate and Other 1,517 -- 466 -- --
-------- ------- ------- ------- -------
Total $ 45,030 29,870 6,940 6,320 --
======== ======= ======= ======= =======
</TABLE>
- ----------
(1) Unearned premiums are included in Column C amounts.
(2) Allocations of net investment income and certain general expenses are based
on a number of assumptions and estimates, and reported operating results
would change by segment if different methods were applied.
See accompanying independent auditors' report.
<PAGE> 23
SCHEDULE IV
NATIONWIDE LIFE AND ANNUITY INSURANCE COMPANY
(a wholly owned subsidiary of Nationwide Life Insurance Company)
Reinsurance
As of December 31, 1996, 1995 and 1994
and for each of the years then ended
($000's omitted)
<TABLE>
<CAPTION>
- ------------------------------- ------------ --------- ---------- ---------- ----------
Column A Column B Column C Column D Column E Column F
- ------------------------------- ------------ --------- ---------- ---------- ----------
Percentage
Ceded to Assumed of amount
other from other assumed
Gross amount companies companies Net amount to net
------------ --------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
1996:
Life Insurance in force $ 7,221 463 -- 6,758 0.0%
======= ======= ======= ======= =======
Premiums:
Life insurance 246 -- -- 246 0.0%
------- ------- ------- ------- -------
Total $ 246 -- -- 246 0.0%
======= ======= ======= ======= =======
1995:
Life Insurance in force $ 8,186 468 -- 7,718 0.0%
======= ======= ======= ======= =======
Premiums:
Life insurance 674 -- -- 674 0.0%
------- ------- ------- ------- -------
Total $ 674 -- -- 674 0.0%
======= ======= ======= ======= =======
1994:
Life Insurance in force $ 8,298 14 -- 8,284 0.0%
======= ======= ======= ======= =======
Premiums:
Life Insurance 311 -- -- 311 0.0%
------- ------- ------- ------- -------
Total $ 311 -- -- 311 0.0%
======= ======= ======= ======= =======
</TABLE>
- ----------
Note: The life insurance caption represents premiums from life-contingent
immediate annuities and excludes deposits on investment products and
universal life insurance products.
See accompanying independent auditors' report.
<PAGE> 24
SCHEDULE V
NATIONWIDE LIFE AND ANNUITY INSURANCE COMPANY
(a wholly owned subsidiary of Nationwide Life Insurance Company)
Valuation and Qualifying Accounts
Years ended December 31, 1996, 1995 and 1994
($000's omitted)
<TABLE>
<CAPTION>
- ----------------------------------------------------- ----------- -------------------------- ---------- --------
Column A Column B Column C Column D Column E
- ----------------------------------------------------- ----------- -------------------------- ---------- --------
Balance Charged Balance
at to costs Charged at end
beginning and to other Deductions of
Description of period expenses accounts (1) period
- ----------------------------------------------------- ----------- --------- --------- ---------- --------
<S> <C> <C> <C> <C> <C>
1996:
Valuation allowances - mortgage loans on real estate $ 750 184 -- -- 934
Valuation allowances - real estate 229 -- -- -- 229
------- ------- ------- ------- -------
Total $ 979 184 -- -- 1,163
======= ======= ======= ======= =======
1995:
Valuation allowances - fixed maturity securities -- 996 -- 996 --
Valuation allowances - mortgage loans on real estate 860 (110) -- -- 750
Valuation allowances - real estate 472 (243) -- -- 229
------- ------- ------- ------- -------
Total $ 1,332 643 -- 996 979
======= ======= ======= ======= =======
1994:
Valuation allowances - mortgage loans on real estate 360 831 -- 331 860
Valuation allowances - real estate 419 53 -- -- 472
------- ------- ------- ------- -------
Total $ 779 884 -- 331 1,332
======= ======= ======= ======= =======
</TABLE>
- ----------
(1) Amounts represent direct write-downs charged against the valuation
allowance.
See accompanying independent auditors' report.
<PAGE> 48
PART C. OTHER INFORMATION
Item 24. Financial Statements and Exhibits
To be filed by Financial Statements:
(1) Financial statements and schedule included Page
in Prospectus
(Part A):
Condensed Financial Information. N/A
(2) Financial statements included 38
in Part B:
Those financial statements required by Item 23
to be included in Part B have been incorporated
therein by reference to the Statement of
Additional Information
(Part A).
Nationwide VA Separate Account-A:
Independent Auditors' Report. 38
Statements of Assets, Liabilities 39
and Contract Owners' Equity as of
December 31, 1996.
Statements of Operations and Changes 41
in Contract Owners' Equity for the years
ended December 31, 1996, 1995, and 1994.
Notes to Financial Statements. 42
Schedules of Changes In Unit Value. 44
Nationwide Life and Annuity Insurance Company:
Independent Auditors' Report. 45
Balance Sheets as of December 31, 1996 and 1995
Statements of Income for the years ended 47
December 31, 1996, 1995 and 1994
Statements of Shareholder's Equity for the 48
years ended December 31, 1996, 1995 and 1994.
Statements of Cash Flows for the years ended 49
December 31, 1996, 1995 and 1994.
Notes to Financial Statements. 50
Schedule I - Summary of Investments - Other 92
Than Investments in Related Parties
Schedule III - Supplemental Insurance Information 93
Schedule IV - Reinsurance 94
Schedule V - Valuation and Qualifying Accounts 95
74 of 96
<PAGE> 49
Item 24. (b) Exhibits
(1) Resolution of the Depositor's Board of
Directors authorizing the establishment of
the Registrant - Filed previously with
this Registration Statement and hereby
incorporated by reference.
(2) Not Applicable
(3) Underwriting or Distribution contracts
between the Registrant and Principal
Underwriter - Filed previously with this
Registration Statement and hereby
incorporated by reference.
(4) The form of the variable annuity contract -
Filed previously with this Registration
Statement and hereby incorporated
herein by reference.
(5) Variable Annuity Application - Filed
previously with this Registration
Statement and hereby incorporated herein
by reference.
(6) Articles of Incorporation of Depositor
Filed previously with this Registration
Statement and hereby incorporated herein
by reference.
(7) Not Applicable
(8) Not Applicable
(9) Opinion of Counsel - Filed previously with
this Registration Statement and hereby
incorporated herein by reference.
(10) Not Applicable
(11) Not Applicable
(12) Not Applicable
(13) Performance Advertising Calculation
Schedule - Filed previously with this
Registration Statement and hereby
incorporated herein by reference.
75 of 96
<PAGE> 50
Item 25. Directors and Officers of the Depositor
Name and Principal Positions and Offices
Business Address With Depositor
Lewis J. Alphin Director
519 Bethel Church Road
Mount Olive, NC 28365
Keith W. Eckel Director
1647 Falls Road
Clarks Summit, PA 18411
Willard J. Engel Director
1100 East Main Street
Marshall, MN 56258
Fred C. Finney Director
1558 West Moreland Road
Wooster, OH 44691
Charles L. Fuellgraf, Jr. Director
600 South Washington Street
Butler, PA 16001
Joseph J. Gasper President and Chief Operating Officer
One Nationwide Plaza and Director
Columbus, OH 43215
Henry S. Holloway Chairman of the
1247 Stafford Road Board and Director
Darlington, MD 21034
Dimon Richard McFerson Chairman and Chief Executive Officer-
One Nationwide Plaza Nationwide Insurance Enterprise
Columbus, OH 43215 and Director
David O. Miller Director
115 Sprague Drive
Hebron, OH 43025
C. Ray Noecker Director
2770 Winchester Southern S.
Ashville, OH 43103
James F. Patterson Director
8765 Mulberry Road
Chesterland, OH 44026
76 of 96
<PAGE> 51
Name and Principal Positions and Offices
Business Address With Depositor
Arden L. Shisler Director
1356 North Wenger 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, OH 43215
Robert J. Woodward Jr. Executive Vice President
One Nationwide Plaza Chief Investment Officer
Columbus, OH 43215
James E. Brock Senior Vice President -
One Nationwide Plaza Life Company 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
Michael D. Bleiweiss Vice President-
One Nationwide Plaza Individual Annuity Operations
Columbus, OH 43215
77 of 96
<PAGE> 52
Name and Principal Positions and Offices
Business Address With Depositor
Matthew S. Easley Vice President-
One Nationwide Plaza Life Marketing and
Columbus, OH 43215 Administration Services
Ronald L. Eppley Vice President-
One Nationwide Plaza Pensions
Columbus, OH 43215
Timothy E. Murphy Vice President-
One Nationwide Plaza Strategic Marketing
Columbus, Ohio 43215
R. Dennis Noice Vice President-
One Nationwide Plaza Retail Operations
Columbus, OH 43215
Joseph P. Rath
One Nationwide Plaza Vice President
Columbus, OH 43215
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
78 of 96
<PAGE> 53
<TABLE>
<CAPTION>
NO. VOTING
SECURITIES
(see Attached
STATE Chart) unless
COMPANY OF ORGANIZATION otherwise PRINCIPAL BUSINESS
indicated
<S> <C> <C>
Affiliate Agency, Inc. Delaware Life Insurance Agency
Affiliate Agency of Ohio, Inc. Ohio Life Insurance Agency
Allnations, Inc. Ohio Promotes cooperative insurance
corporations worldwide
American Marine Underwriters, Inc. Florida Underwriting Manager
Auto Direkt Insurance Company Germany Insurance Company
The Beak and Wire Corporation Ohio Radio Tower Joint Venture
California Cash Management Company California Investment Securities Agent
Colonial County Mutual insurance Texas Insurance Company
Company
Colonial Insurance Company of California Insurance Company
California
Columbus Insurance Brokerage and Germany Insurance Broker
Service GMBH
Companies Agency, Inc. Wisconsin Insurance Broker
Companies Agency Insurance Services California Insurance Broker
of California
Companies Agency of Alabama, Inc. Alabama Insurance Broker
Companies Agency of Idaho, Inc. Idaho 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 Massachusetts, Massachusetts Insurance Broker
Inc.
Companies Agency of New York, Inc. New York Insurance Broker
Companies Agency of Pennsylvania, Inc. Pennsylvania Insurance Broker
Companies Agency of Phoenix, Inc. Arizona Insurance Broker
Companies Agency of Texas, Inc. Texas Insurance Broker
Companies Annuity Agency of Texas, Texas Insurance Broker
Inc.
Countrywide Services Corporation Delaware Products Liability, Investigative and
Claims Management Services
Employers Insurance of Wausau A Wisconsin Insurance Company
Mutual Company
</TABLE>
79 of 96
<PAGE> 54
<TABLE>
<CAPTION>
NO. VOTING
SECURITIES
(see Attached
STATE Chart) unless
COMPANY OF ORGANIZATION otherwise PRINCIPAL BUSINESS
indicated
<S> <C> <C>
* Employers Life Insurance Company of Wisconsin Life Insurance Company
Wausau
F & B, Inc. Iowa Insurance Agency
Farmland Mutual Insurance Company Iowa Insurance Company
Financial Horizons Distributors Alabama Life Insurance Agency
Agency of Alabama, Inc.
Financial Horizons Distributors Ohio Life Insurance Agency
Agency of Ohio, Inc.
Financial Horizons Distributors Oklahoma Life Insurance Agency
Agency of Oklahoma, Inc.
Financial Horizons Distributors Texas Life Insurance Agency
Agency of Texas, Inc.
* Financial Horizons Investment Trust Massachusetts Investment Company
Financial Horizons Securities Oklahoma Broker Dealer
Corporation
Gates, McDonald & Company Ohio Cost Control Business
Gates, McDonald & Company of Nevada Nevada Self-Insurance Administration Claims
Examinations and Data Processing Services
Gates, McDonald & Company of New New York Workers Compensation Claims Administration
York, Inc.
Gates, McDonald Health Plus, Inc. Ohio Managed Care Organization
Greater La Crosse Health Plans, Inc. Wisconsin Writes Commercial Health and Medicare
Supplement Insurance
Insurance Intermediaries, Inc. Ohio Insurance Broker and Insurance Agency
Key Health Plan, Inc. California Pre-paid health plans
Landmark Financial Services of New New York Life Insurance Agency
York, Inc.
Leben Direkt Insurance Company Germany Life Insurance Company
Lone Star General Agency, Inc. Texas Insurance Agency
** MRM Investments, Inc. Ohio Owns and operates a Recreational Ski
Facility
** National Casualty Company Michigan Insurance Company
National Casualty Company of America, Great Britain Insurance Company
Ltd.
** National Premium and Benefit Delaware Insurance Administrative Services
Administration Company
** Nationwide Advisory Services, Inc. Ohio Registered Broker-Dealer, Investment
</TABLE>
80 of 96
<PAGE> 55
<TABLE>
<CAPTION>
NO. VOTING
SECURITIES
(see Attached
STATE Chart) unless
COMPANY OF ORGANIZATION otherwise PRINCIPAL BUSINESS
indicated
<S> <C> <C>
Nationwide Agency, Inc. Ohio Insurance Agency
Nationwide Agribusiness Insurance Iowa Insurance Company
Company
Nationwide Asset Allocation Trust Massachusetts Investment Company
Nationwide Cash Management Company Ohio Investment Securities Agent
Nationwide Communications, Inc. Ohio Radio Broadcasting Business
Nationwide Community Urban Ohio Redevelopment of blighted areas within the
Redevelopment Corporation City of Columbus, Ohio
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 Development Company Ohio Owns, leases and manages commercial real
estate
Nationwide Financial Institution Delaware Insurance Agency
Distributors Agency, Inc.
Nationwide Financial Services, Inc. Delaware 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 General Insurance Company Ohio Insurance Company
Nationwide HMO, Inc. Ohio Health Maintenance Organization
* Nationwide Indemnity Company Ohio Reinsurance Company
Nationwide Insurance Enterprise Ohio Membership Non-Profit Corporation
Foundation
Nationwide Insurance Golf Charities, Ohio Membership Non-Profit Corporation
Inc.
Nationwide Investing Foundation Michigan Investment Company
* Nationwide Investing Massachusetts Investment Company
Foundation II
Nationwide Investment Services Oklahoma Registered Broker-Dealer in Deferred
Corporation Compensation Market
Nationwide Investors Services, Inc. Ohio Stock Transfer Agent
** Nationwide Life and Annuity Insurance Ohio Life Insurance Company
Company
</TABLE>
81 of 96
<PAGE> 56
<TABLE>
<CAPTION>
NO. VOTING
SECURITIES
(see Attached
STATE Chart) unless
COMPANY OF ORGANIZATION otherwise PRINCIPAL BUSINESS
indicated
<S> <C> <C>
** Nationwide Life Insurance Company Ohio Life Insurance Company
Nationwide Lloyds Texas Texas Lloyds Company
Nationwide Management Systems, Inc. Ohio Develops and operates Managed Care Delivery
System
Nationwide Mutual Fire Insurance Ohio Insurance Company
Company
Nationwide Mutual Insurance Company Ohio Insurance Company
Nationwide Properties, Ltd. Ohio Develops, owns and operates real estate and
real estate investments
Nationwide Property and Casualty Ohio Insurance Company
Insurance Company
Nationwide Realty Investors, Ltd. Ohio Develops, owns and operates real estate and
real estate investments
* Nationwide Separate Account Trust Massachusetts Investment Company
NEA Valuebuilder Investor Services, Delaware Life Insurance Agency
Inc.
NEA Valuebuilder Investor Services of Alabama Life Insurance Agency
Alabama, Inc.
NEA Valuebuilder Investor Services of Arizona Life Insurance Agency
Arizona, Inc.
NEA Valuebuilder Investor Services of Massachusetts Life Insurance Agency
Massachusetts, Inc.
NEA Valuebuilder Investor Services of Montana Life Insurance Agency
Montana, Inc.
NEA Valuebuilder Investor Services of Nevada Life Insurance Agency
Nevada, Inc.
NEA Valuebuilder Investor Services of Ohio Life Insurance Agency
Ohio, Inc.
NEA Valuebuilder Investor Services of Oklahoma Life Insurance Agency
Oklahoma, Inc.
NEA Valuebuilder Investor Services of Texas Life Insurance Agency
Texas, Inc.
NEA Valuebuilder Investor Services of Wyoming Life Insurance Agency
Wyoming
NEA Valuebuilder Services Insurance Massachusetts Life Insurance Agency
Agency, Inc.
Neckura General Insurance Company Germany Insurance Company
Neckura Holding Company Germany Administrative Service for Neckura
Insurance Group
Neckura Insurance Company Germany Insurance Company
Neckura Life Insurance Company Germany Life Insurance Company
</TABLE>
82 of 96
<PAGE> 57
<TABLE>
<CAPTION>
NO. VOTING
SECURITIES
(see Attached
STATE Chart) unless
COMPANY OF ORGANIZATION otherwise PRINCIPAL BUSINESS
indicated
<S> <C> <C>
NWE, Inc. Ohio Special Investments
PEBSCO of Massachusetts Insurance Massachusetts Markets and Administers Deferred
Agency, Inc. Compensation Plans for Public Employees
PEBSCO of Texas, Inc. Texas Markets and Administers Deferred
Compensation Plans for Public Employees
Pension Associates of Wausau, Inc. Wisconsin Pension plan administration, record keeping
and consulting and compensation consulting
Physicians Plus Insurance Corporation Wisconsin Health Maintenance Organization
Public Employees Benefit Services Delaware Marketing and Administration of Deferred
corporation Employee Compensation Plans for Public
Employees
Public Employees Benefit Services Alabama Markets and Administers Deferred
Corporation of Alabama Compensation Plans for Public Employees
Public Employees Benefit Services Arkansas Markets and Administers Deferred
Corporation of Arkansas Compensation Plans for Public Employees
Public Employees Benefit Services Montana Markets and Administers Deferred
Corporation of Montana Compensation Plans for Public Employees
Public Employees Benefit Services New Mexico Markets and Administers Deferred
Corporation of New Mexico Compensation Plans for Public Employees
Scottsdale Indemnity Company Ohio Insurance Company
Scottsdale Insurance Company Ohio Insurance Company
Scottsdale Surplus Lines Insurance Arizona Excess and Surplus Lines Insurance Company
Company
SVM Sales GmbH, Neckura Insurance Germany Sales support for Neckura Insurance Group
Group
Wausau Business Insurance Company Illinois Insurance Company
Wausau General Insurance Company Illinois Insurance Company
Wausau Insurance Company (U.K.) United Kingdom Insurance and Reinsurance Company
Limited
Wausau International Underwriters California Special Risks, Excess and Surplus Lines
Insurance Underwriting Manager
** Wausau Preferred Health Insurance Wisconsin Insurance and Reinsurance Company
Company
Wausau Service Corporation Wisconsin Holding Company
Wausau Underwriters Insurance Company Wisconsin Insurance Company
** West Coast Life Insurance Company California Life Insurance Company
</TABLE>
83 of 96
<PAGE> 58
<TABLE>
<CAPTION>
NO. VOTING SECURITIES
STATE (see Attached Chart) unless
COMPANY OF ORGANIZATION otherwise indicated PRINCIPAL BUSINESS
<S> <C> <C> <C>
* MFS Variable Account Ohio Nationwide Life Separate Issuer of Annuity Contracts
Account
* NACo Variable Account Ohio Nationwide Life Separate Issuer of Annuity Contracts
Account
* Nationwide DC Variable Account Ohio Nationwide Life Separate Issuer of Annuity Contracts
Account
* Nationwide DCVA-II Ohio Nationwide Life Separate Issuer of Annuity Contracts
Account
* Separate Account No. 1 Ohio Nationwide Life Separate Issuer of Annuity Contracts
Account
* Nationwide Multi-Flex Variable Account Ohio Nationwide Life Separate Issuer of Annuity Contracts
Account
* Nationwide VA Separate Account-A Ohio Nationwide Life and Annuity Issuer of Annuity Contracts
Separate Account
* Nationwide VA Separate Account-B Ohio Nationwide Life and Annuity Issuer of Annuity Contracts
Separate Account
Nationwide VA Separate Account-C Ohio Nationwide Life and Annuity Issuer of Annuity Contracts
Separate Account
* Nationwide VA Separate Account-Q Ohio Nationwide Life and Annuity Issuer of Annuity Contracts
Separate Account
* Nationwide Variable Account Ohio Nationwide Life Separate Issuer of Annuity Contracts
Account
* Nationwide Variable Account-II Ohio Nationwide Life Separate Issuer of Annuity Contracts
Account
* Nationwide Variable Account-3 Ohio Nationwide Life Separate Issuer of Annuity Contracts
Account
* Nationwide Variable Account-4 Ohio Nationwide Life Separate Issuer of Annuity Contracts
Account
* Nationwide Variable Account-5 Ohio Nationwide Life Separate Issuer of Annuity Contracts
Account
* Nationwide Fidelity Advisor Variable Ohio Nationwide Life Separate Issuer of Annuity Contracts
Account Account
* Nationwide Variable Account-6 Ohio Nationwide Life Separate Issuer of Annuity Contracts
Account
* Nationwide Variable Account-8 Ohio Nationwide Life Separate Issuer of Annuity Contracts
Account
* Nationwide VL Separate Ohio Nationwide Life and Annuity Issuer of Life Insurance Policies
Account-A Separate Account
* Nationwide VL Separate Ohio Nationwide Life and Annuity Issuer of Life Insurance Policies
Account-B Separate Account
* Nationwide VLI Separate Account Ohio Nationwide Life Separate Issuer of Life Insurance Policies
Account
* Nationwide VLI Separate Account-2 Ohio Nationwide Life Separate Issuer of Life Insurance
Account Policies
* Nationwide VLI Separate Account-3 Ohio Nationwide Life Separate Issuer of Life Insurance Policies
Account
</TABLE>
84 of 96
<PAGE> 59
<TABLE>
<CAPTION>
NATIONWIDE INSURANCE ENTERPRISE(R) (left side)
<S> <C> <C> <C>
- ------------------------
| NATIONWIDE INSURANCE |
| GOLF CHARITIES, INC. |
| |
| MEMBERSHIP |
| NONPROFIT |
| CORPORATION |
- ------------------------
------------------------------------------
| EMPLOYERS INSURANCE OF WAUSAU |
| A MUTUAL COMPANY |
| (EMPLOYERS) |
| |========================================
| Contribution Note Cost |
| ----------------- ---- |
| Casualty $400,000,000 |
------------------------------------------
|
-----------------------------------------------------------------------
| | |
- --------------------------- --------------------------- ---------------------------- ---------------------------
| SAN DIEGO LOTUS | | WAUSAU INSURANCE CO. | | WAUSAU SERVICE | | |
| CORPORATION | | (U.K.) LIMITED | | CORPORATION (WSC) | | NATIONWIDE LLOYDS |
|Common Stock: 748,212 | |Common Stock: 8,506,800 | |Common Stock: 1,000 Shares| | |
|------------ Shares | |------------ Shares | |------------ | | |
| | | | | |=========| |
| Cost | | Cost | | Cost | || | A TEXAS LLOYDS |
| ---- | | ---- | | ---- | || | |
|Employers- | |Employers- | |Employers- | || | |
|100% $29,000,000| |100% $18,683,300| |100% $176,763,000| || | |
- --------------------------- --------------------------- ---------------------------- || ---------------------------
| ||
--------------------------------------------------------------------- ||
| | | ||
- --------------------------- | --------------------------- | ---------------------------- | || ---------------------------
| WAUSAU BUSINESS | | | COMPANIES AGENCY | | | COUNTRYWIDE SERVICES | | || | |
| INSURANCE COMPANY | | | OF KENTUCKY, INC. | | | CORPORATION | | || | |
|Common Stock: 10,900,000 | | |Common Stock: 1,000 | | |Common Stock: 100 Shares | | || | COMPANIES |
|------------ Shares | | |------------ Shares | | |------------ | | || | AGENCY OF |
| |---|---| | |---| | | ||==| TEXAS, INC. |
| Cost | | | Cost | | | Cost | | || | |
| ---- | | | ---- | | | ---- | | || | |
|WSC-100% $33,800,000| | |WSC-100% $1,000 | | |WSC-100% $145,852 | | || | |
- --------------------------- | --------------------------- | ---------------------------- | || ---------------------------
| | | ||
- --------------------------- | --------------------------- | ---------------------------- | || ---------------------------
| WAUSAU UNDERWRITERS | | | COMPANIES AGENCY | | | WAUSAU GENERAL | | || | |
| INSURANCE COMPANY | | | OF MASSACHUSETTS, INC. | | | INSURANCE COMPANY | | || | |
|Common Stock: 8,750 | | |Common Stock: 1,000 | | |Common Stock: 200,000 | | || | COMPANIES ANNUITY |
|------------ Shares | | |------------ Shares | | |------------ Shares | | || | AGENCY OF |
| |---|---| | |---| | | ====| TEXAS, INC. |
| Cost | | | Cost | | | Cost | | | |
| ---- | | | ---- | | | ---- | | | |
|WSC-100% $69,560,006| | |WSC-100% $1,000 | | |WSC-100% $39,000,000 | | | |
- --------------------------- | --------------------------- | ---------------------------- | ---------------------------
| | |
- --------------------------- | --------------------------- | ---------------------------- | ---------------------------
| GREATER LA CROSSE | | | COMPANIES AGENCY | | | WAUSAU INTERNATIONAL | | | AMERICAN MARINE |
| HEALTH PLANS, INC. | | | OF NEW YORK, INC. | | | UNDERWRITERS | | | UNDERWRITERS, INC. |
|Common Stock: 3,000 | | |Common Stock: 1,000 | | |Common Stock: 1,000 | | |Common Stock: 20 |
|------------ Shares | | |------------ Shares | | |------------ Shares | | |------------ Shares |
| |---|---| | |---| | |------| |
| Cost | | | Cost | | | Cost | | | Cost |
| ---- | | | ---- | | | ---- | | | ---- |
|WSC-33.3% $861,761 | | |WSC-100% $1,000 | | |WSC-100% $10,000 | | |WSC-100% $248,222 |
- --------------------------- | --------------------------- | ---------------------------- | ---------------------------
| | |
- --------------------------- | --------------------------- | ---------------------------- | ---------------------------
| COMPANIES AGENCY | | | COMPANIES AGENCY | | | COMPANIES AGENCY | | | COMPANIES AGENCY |
| OF ALABAMA, INC. | | | OF PENNSYLVANIA, INC. | | | INSURANCE SERVICES | | | OF ILLINOIS, INC. |
| | | | | | | OF CALIFORNIA | | | |
|Common Stock: 1,000 | | |Common Stock: 1,000 | | |Common Stock: 1,000 | | |Common Stock: 250 |
|------------ Shares | | |------------ Shares | |---|------------ Shares | |------|------------ Shares |
| |---|---| | | | | | | |
| Cost | | | Cost | | | Cost | | | Cost |
| ---- | | | ---- | | | ---- | | | ---- |
|WSC-100% $100 | | |WSC-100% $100 | | |WSC-100% $1,000 | | |WSC-100% $2,500 |
- --------------------------- | --------------------------- | ---------------------------- | ---------------------------
| | |
- --------------------------- | --------------------------- | ---------------------------- | ---------------------------
| COMPANIES AGENCY | | | COMPANIES AGENCY | | | PHYSICIANS PLUS | | | COMPANIES |
| OF IDAHO, INC. | | | OF PHOENIX, INC. | | | INSURANCE | | | AGENCY, INC. |
| | | | | | | CORPORATION | | | |
|Common Stock: 1,000 | | |Common Stock: 1,000 | | |Common Stock: 7,150 | | |Common Stock: 100 |
|------------ Shares | | |------------ Shares | | |------------ Shares | | |------------ Shares |
| |-------| | |---|Preferred Stock: 11,540 | |------| |
| | | | | |--------------- Shares | | | |
| | | | | | | | | |
| Cost | | Cost | | | Cost | | | Cost |
| ---- | | ---- | | | ---- | | | ---- |
|WSC-100% $1,000 | |WSC-100% $1,000 | | |WSC-33 1/3% $6,215,459| | |WSC-100% $10,000 |
- --------------------------- --------------------------- | ---------------------------- | ---------------------------
| |
| ---------------------------- | ---------------------------
| | PREVEA HEALTH | | | PENSION ASSOCIATES |
| | INSURANCE PLAN, INC. | | | OF WAUSAU, INC. |
| |Common Stock: 3,000 Shares| | |Common Stock: 1,000 |
| |------------ | | |------------ Shares |
----| | -------| |
| | | |
| Cost | |Companies Cost |
| ---- | |Agency, Inc. ---- |
|WSC-33 1/3% $500,000 | |(Wisconsin)-100% $10,000 |
---------------------------- ---------------------------
</TABLE>
<PAGE> 60
<TABLE>
<CAPTION>
NATIONWIDE INSURANCE ENTERPRISE(R) (middle)
<S> <C> <C>
-----------------------------------------------------------------------------
| |
| |
| NATIONWIDE MUTUAL |
=======| INSURANCE COMPANY |================================================
| (CASUALTY) |
| |
| |
-----------------------------------------------------------------------------
| || |
| || -------------------------------------------------------------
| || ---------------------------------------------------------------------------------------
| || | |
- -------------------------------- || | -------------------------------- --------------------------------
| ALLNATIONS, INC. | || | | NATIONWIDE GENERAL | | NECKURA HOLDING |
|Common Stock: 3,136 Shares | || | | INSURANCE COMPANY | | COMPANY (NECKURA) |
|------------ | || | | | | |
| Cost | || | |Common Stock: 20,000 | |Common Stock: 10,000 |
| ---- | || | |------------ Shares | |------------ Shares |
|Casualty-24.5% $88,320 | || | | Cost | | Cost |
|Fire-24.5% $88,463 | || | | ---- | | ---- |
|Preferred Stock: 1,466 Shares | || |----|Casualty-100% $5,944,422 | ---------|Casualty-100% $87,943,140 |
|--------------- | || | | | | | |
| Cost | || | | | | | |
| ---- | || | | | | | |
|Casualty-7.7% $100,000 | || | | | | | |
|Fire-7.7% $100,000 | || | | | | | |
- -------------------------------- || | -------------------------------- | --------------------------------
|| | |
- -------------------------------- || | -------------------------------- | --------------------------------
| FARMLAND MUTUAL | || | | NATIONWIDE PROPERTY | | | NECKURA |
| INSURANCE COMPANY | || | | AND CASUALTY | | | INSURANCE COMPANY |
|Guaranty Fund | || | | INSURANCE COMPANY | | | |
|------------ |========= |----|Common Stock: 60,000 | |--------|Common Stock: 6,000 |
|Certificate | | |------------ Shares | | |------------ Shares |
|----------- Cost | | | Cost | | | Cost |
| ---- | | | ---- | | |Neckura- ---- |
|Casualty $500,000 | | |Casualty-100% $6,000,000 | | |100% DM 6,000,000 |
- -------------------------------- | -------------------------------- | --------------------------------
| | |
- -------------------------------- | -------------------------------- | --------------------------------
| F & B, INC. | | | COLONIAL INSURANCE | | | NECKURA LIFE |
| | | | COMPANY OF CALIFORNIA | | | INSURANCE COMPANY |
|Common Stock: 1 Share | | | (COLONIAL) | | | |
|------------ | |----|Common Stock: 1,750 | |--------|Common Stock: 4,000 |
| Cost | | |------------ Shares | | |------------ Shares |
| ---- | | | Cost | | | Cost |
|Farmland | | | ---- | | | ---- |
|Mutual-100% $10 | | |Casualty-100% $11,750,000 | | |Neckura-100% DM 15,825,681 |
- -------------------------------- | -------------------------------- | --------------------------------
| |
- -------------------------------- | -------------------------------- | --------------------------------
| NATIONWIDE AGRIBUSINESS | | | SCOTTSDALE | | | NECKURA GENERAL |
| INSURANCE COMPANY | | | INSURANCE COMPANY | | | INSURANCE COMPANY |
|Common Stock: 1,000,000 | | | | | | |
|------------ Shares | | |Common Stock: 30,136 | | |Common Stock: 1,500 |
| Cost |------------------|------------ Shares | |--------|------------ Shares |
| ---- | | Cost | | | Cost |
|Casualty-99.9% $26,714,335 | | ---- | | | ---- |
|Other Capital: | |Casualty-100% $150,000,000 | | |Neckura-100% DM 1,656,925 |
|------------- | | | | | |
|Casualty-Ptd. $ 713,567 | | | | | |
- -------------------------------- -------------------------------- | --------------------------------
| |
-------------------------------- | --------------------------------
| SCOTTSDALE | | | COLUMBUS INSURANCE |
| SURPLUS LINES | | | BROKERAGE AND SERVICE |
| INSURANCE COMPANY | | | GmbH |
| | | |Common Stock: 1 Share |
| | |--------|------------ |
| "NEWLY FORMED" | | | Cost |
| | | | ---- |
| | | |Neckura-100% DM 51,639 |
| | | | |
| | | | |
-------------------------------- | --------------------------------
| |
-------------------------------- | --------------------------------
| NATIONAL PREMIUM & | | | LEBEN DIREKT |
| BENEFIT ADMINISTRATION | | | INSURANCE COMPANY |
| COMPANY | | | |
|Common Stock: 10,000 | | |Common Stock: 4,000 Shares |
|------------ Shares |------------------|------------ |
| Cost | | Cost |
| ---- | | ---- |
|Scottsdale-100% $10,000 | |Neckura-100% DM 4,000,000 |
| | | |
| | | |
-------------------------------- --------------------------------
-------------------------------- --------------------------------
| SVM SALES | | AUTO DIREKT |
| GmbH | | INSURANCE COMPANY |
| | | |
|Common Stock: 50 Shares | |Common Stock: 1,500 Shares |
|------------ | |------------ |
| Cost | | Cost |
| ---- | | ---- |
|Neckura-100% DM 50,000 | |Neckura-100% DM 1,643,149 |
| | | |
| | | |
-------------------------------- --------------------------------
</TABLE>
<PAGE> 61
<TABLE>
<CAPTION>
NATIONWIDE INSURANCE ENTERPRISE(R) (right side)
<S> <C> <C> <C>
------------------------
| NATIONWIDE INSURANCE |
| ENTERPRISE FOUNDATION|
| |
| MEMBERSHIP |
| NONPROFIT |
| CORPORATION |
------------------------
-----------------------------------------------------------------------------
| |
| |
| NATIONWIDE MUTUAL |
=======| FIRE INSURANCE COMPANY |
| (FIRE) |
| |
| |
-----------------------------------------------------------------------------
|
- --------------- --------------------------------------------------
| |
- ----------------------------------------------------------------------------------------------------------------- |
| | | |
| -------------------------------- | -------------------------------- ----------------------------------
| | SCOTTSDALE | | | NATIONWIDE | | NATIONWIDE |
| | INDEMNITY COMPANY | | | COMMUNITY URBAN | | CORPORATION |
| | | | | REDEVELOPMENT | | |
| | | | | CORPORATION | |Common Stock: Control: |
| |Common Stock: 50,000 | | |Common Stock: 10 Shares | |------------ ------- |
|-----|------------ Shares | |----|------------ | |$13,642,432 100% |
| | Cost | | | Cost | | Shares Cost |
| | ---- | | | ---- | | ------ ---- |
| |Casualty-100% $8,800,000 | | |Casualty-100% $1,000 | |Casualty 12,992,922 $751,352,485|
| | | | | | |Fire 649,510 24,007,936|
| | | | | | | (See Page 2) |
| -------------------------------- | -------------------------------- ----------------------------------
| |
| -------------------------------- | --------------------------------
| | NATIONWIDE | | | INSURANCE |
| | INDEMNITY COMPANY | | | INTERMEDIARIES, INC. |
| | | | | |
|-----|Common Stock: 28,000 | |----|Common Stock: 1,615 |
| |------------ Shares | | |------------ Shares |
| | Cost | | | Cost |
| | ---- | | | ---- |
| |Casualty-100% $294,529,000 | | |Casualty-100% $1,615,000 |
| -------------------------------- | --------------------------------
| |
| -------------------------------- | --------------------------------
| | LONE STAR | | | NATIONWIDE CASH |
| | GENERAL AGENCY, INC. | | | MANAGEMENT COMPANY |
| | | | |Common Stock: 100 Shares |
------|Common Stock: 1,000 | |----|------------ |
|------------ Shares | | | Cost |
| Cost | | | ---- |
| ---- | | |Casualty-90% $9,000 |
|Casualty-100% $5,000,000 | | |NW Adv. Serv. 1,000 |
-------------------------------- | --------------------------------
|| |
-------------------------------- | --------------------------------
| COLONIAL COUNTY MUTUAL | | | CALIFORNIA CASH |
| INSURANCE COMPANY | | | MANAGEMENT |
| | | | |
|Surplus Debentures | | |Common Stock: 90 Shares |
|------------------ | |----|------------ |
| Cost | | | Cost |
| ---- | | | ---- |
|Colonial $500,000 | | |Casualty-100% $9,000 |
|Lone Star 150,000 | | | |
-------------------------------- | --------------------------------
|
| -------------------------------- --------------------------------
| | NATIONWIDE | | THE BEAK AND |
| | COMMUNICATIONS, INC. | | WIRE CORPORATION |
| |Common Stock: 14,750 | | |
| |------------ Shares | |Common Stock: 750 Shares |
-----| Cost |------------------|------------ |
| ---- | | Cost |
|Casualty-100% $11,510,000 | | ---- |
|Other Capital: | |NW Comm-100% $531,000 |
|------------- | | |
|Casualty-Ptd. 1,000,000 | | |
-------------------------------- --------------------------------
Subsidiary Companies -- Solid Line
Contractual Association -- Double Lines
March 6, 1997
</TABLE>
<PAGE> 62
<TABLE>
<CAPTION>
(Left Side)
NATIONWIDE INSURANCE ENTERPRISE(R)
------------------------------------------------
| EMPLOYERS INSURANCE |
| OF WAUSAU |==========================================
| A MUTUAL COMPANY |
------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
------------------------------------------------------------------------------------------------------
| | |
--------------------------- --------------------------- ---------------------------
| NATIONWIDE LIFE INSURANCE | | NATIONWIDE | | NATIONWIDE FINANCIAL |
| COMPANY (NW LIFE) | | FINANCIAL SERVICES | | INSTITUTION DISTRIBUTORS |
| | | CAPITAL TRUST | | AGENCY, INC. (NFIDAI) |
| Common Stock: 3,814,779 | | Preferred Stock: | | Common Stock: 1,000 |
| ------------ Shares | | --------------- | | ------------ Shares |
| | | | | |
| NFS--100% | | NFS--100% | | NFS--100% |
--------------------------- --------------------------- ---------------------------
| ||
--------------------------- | --------------------------- --------------------------- || --------------------------
| NATIONWIDE LIFE AND | | | NATIONWIDE | | FINANCIAL HORIZONS | || | |
| ANNUITY INSURANCE COMPANY | | | ADVISORY SERVICES | | DISTRIBUTORS AGENCY | || | |
| (NW LIFE) | | | (NW ADV. SERV.) | | OF ALABAMA, INC. | || | |
| Common Stock: 68,000 | | | Common Stock: 7,676 | | Common Stock: 10,000 | || | FINANCIAL HORIZONS |
| ------------ Shares |--|--| ------------ Shares |==|| | ------------ Shares |--||==| DISTRIBUTORS AGENCY |
| | | | | || | | || | OF OHIO, INC. |
| Cost | | | Cost | || | Cost | || | |
| ---- | | | ---- | || | ---- | || | |
| NW Life--100% $58,070,003 | | | NW Life--100% $5,996,261 | || | NFIDIA--100% $100 | || | |
--------------------------- | --------------------------- || --------------------------- || --------------------------
| || ||
--------------------------- | --------------------------- || --------------------------- || --------------------------
| NWE, INC. | | | NATIONWIDE | || | LANDMARK FINANCIAL | || | |
| | | | INVESTOR SERVICES, INC. | || | SERVICES OF | || | |
| | | | | || | NEW YORK, INC. | || | |
| Common Stock: 100 | | | Common Stock: 5 | || | Common Stock: 10,000 | || | FINANCIAL HORIZONS |
| ------------ Shares |--| | ------------ Shares |==|| | ------------ Shares | ||==| DISTRIBUTORS AGENCY |
| | | | | || | | || | OF OKLAHOMA, INC. |
| Cost | | | Cost | || | Cost | || | |
| ---- | | | ---- | || | ---- | || | |
| NW Life--100% $35,971,375 | | | NW Adv. Serv.--100% $5,000| || | NFIDIA--100% $10,100 | || | |
--------------------------- | --------------------------- || --------------------------- || --------------------------
| || ||
--------------------------- | --------------------------- || --------------------------- || --------------------------
| NATIONWIDE INVESTMENT | | | FINANCIAL HORIZONS | || | FINANCIAL HORIZONS | || | |
| SERVICES CORPORATION | | | INVESTMENT TRUST | || | SECURITIES CORP. | || | |
| | | | | || | | || | |
| Common Stock: 5,000 | | | | || | Common Stock: 10,000 | || | FINANCIAL HORIZONS |
| ------------ Shares |--| | |==|| | ------------ Shares | ||==| DISTRIBUTORS AGENCY |
| | | | | || | | || | OF TEXAS, INC. |
| Cost | | | | || | Cost | || | |
| ---- | | | | || | ---- | || | |
| NW Life--100% $529,728 | | | COMMON LAW TRUST | || | NFIDIA--100% $153,000 | || | |
--------------------------- | --------------------------- || --------------------------- || --------------------------
| || ||
--------------------------- | --------------------------- || --------------------------- || --------------------------
| NATIONWIDE LIFE INSURANCE | | | NATIONWIDE | || | AFFILIATE AGENCY, INC. | || | |
| COMPANY OF NEW YORK | | | INVESTING | || | | || | |
| | | | FOUNDATION | || | | || | |
| Common Stock: | | | | || | Common Stock: 100 | || | AFFILIATE |
| ------------ Shares |--| | |==|| | ------------ Shares |__||==| AGENCY OF |
| Cost | | | | || | | | OHIO, INC. |
| ---- | | | | || | Cost | | |
| NW Life--100% | | | | || | ---- | | |
| (Proposed) | | | COMMON LAW TRUST | || | NFIDIA--100% $100 | | |
--------------------------- | --------------------------- || --------------------------- --------------------------
| ||
--------------------------- | --------------------------- ||
| NATIONWIDE REALTY | | | NATIONWIDE | ||
| INVESTORS, LTD. | | | INVESTING | ||
| | | | FOUNDATION II | ||
| Units: | | | | ||
| ------ | | | |==||
| | | | | ||
| | | | | ||
| NW Life--90% | | | | ||
| NW Mutual--10% | | | COMMON LAW TRUST | ||
--------------------------- | --------------------------- ||
| ||
--------------------------- | --------------------------- ||
| NATIONWIDE REALTY | | | NATIONWIDE | ||
| INVESTORS, LTD. | | | SEPARATE ACCOUNT | ||
| | | | TRUST | ||
| Units: | | | | ||
| ------ |__| | |__||
| | | |
| | | |
| NW Life--97.6% | | |
| NW Mutual--2.4% | | COMMON LAW TRUST |
--------------------------- ---------------------------
</TABLE>
<PAGE> 63
<TABLE>
<CAPTION>
(Center)
<S> <C> <C> <C> <C> <C> <C>
------------------------------------------------
| NATIONWIDE MUTUAL |
========================================| INSURANCE COMPANY |==========================================
| (CASUALTY) |
------------------------------------------------
|
| ----------------------------------------------------
| |
---------------------------------------
| NATIONWIDE CORPORATION (NW CORP) |
| Common Stock: Control |
| ------------ ------- |
| 13,642,432 100% |
| Shares Cost |
| ------ ---- |
| Casualty 12,992,922 $751,352,485 |
| Fire 649,510 24,007,936 |
---------------------------------------
|
----------------------------------------------------------------------------------------------------------------------
| | | |
--------------------------- -------------------------- ----------------------------- ----------------------------
| NATIONWIDE FINANCIAL | | MRM INVESTMENTS, INC. | | WEST COAST LIFE | | NATIONAL CASUALTY |
| SERVICES, INC. (NFS) | | | | INSURANCE COMPANY | | COMPANY |
| | | | | | | (NC) |
| Common Stock: Control | | Common Stock: 1 | | Common Stock: 1,000,000 | | Common Stock: 100 |
| ------------ ------- | | ------------ Share | | ------------ Shares | | ------------ Shares |
| | | | | | | |
| | | Cost | | Cost | | Cost |
| Class A Public--100% | | ---- | | ---- | | ---- |
| Class B NW Corp--100% | | NW Corp.--100% $1,339,218 | | NW Corp.--100% $152,946,930 | | NW Corp.--100% $73,442,439 |
--------------------------- --------------------------- ----------------------------- ----------------------------
| |
- -------------------------------------------------------------------------------- |
| | |
--------------------------- --------------------------- ----------------------------
| PUBLIC EMPLOYEES BENEFIT | | NEA VALUEBUILDER | | NCC OF AMERICA, INC. |
| SERVICES CORPORATION | | INVESTOR SERVICES, INC. | | (INACTIVE) |
| (PEBSCO) | | (NEA) | | |
| Common Stock: 236,494 |==|| | Common Stock: 500 | | |
| ------------ Shares | || | ------------ Shares | | |
| | || | | | |
| NFS--100% | || | NFS--100% | | NFS--100% |
--------------------------- || ----------------------------- ----------------------------
|| ||
--------------------------- || --------------------------- ||
| PEBSCO OF | || | NEA VALUEBUILDER | ||
| ALABAMA | || | INVESTOR SERVICES | ||
| | || | OF ALABAMA, INC. | ||
| Common Stock: 100,000 | || | Common Stock: 500 | ||
| ------------ Shares |--|| | ------------ Shares |--||
| | || | | ||
| Cost | || | Cost | ||
| ---- | || | ---- | ||
| PEBSCO--100% $1,000 | || | NEA--100% $5,000 | ||
--------------------------- || --------------------------- ||
|| ||
--------------------------- || --------------------------- ||
| PEBSCO OF | || | NEA VALUEBUILDER | ||
| ARKANSAS | || | INVESTOR SERVICES | ||
| | || | OF ARIZONA, INC | ||
| Common Stock: 50,000 | || | Common Stock: 100 | ||
| ------------ Shares |--|| | ------------ Shares |--||
| | || | | ||
| Cost | || | Cost | ||
| ---- | || | ---- | ||
| PEBSCO--100% $500 | || | NEA--100% $1,000 | ||
--------------------------- || --------------------------- ||
|| ||
--------------------------- || --------------------------- ||
| PEBSCO OF MASSACHUSETTS | || | NEA VALUEBUILDER | ||
| INSURANCE AGENCY, INC. | || | INVESTOR SERVICES | ||
| | || | OF MONTANA, INC. | ||
| Common Stock: 1,000 | || | Common Stock: 500 | ||
| ------------ Shares |--|| | ------------ Shares |--||
| | || | | ||
| Cost | || | Cost | ||
| ---- | || | ---- | ||
| PEBSCO--100% $1,000 | || | NEA--100% $500 | ||
--------------------------- || --------------------------- ||
|| ||
--------------------------- || --------------------------- || ---------------------------
| PEBSCO OF | || | NEA VALUEBUILDER | || | |
| MONTANA | || | INVESTOR SERVICES | || | |
| | || | OF NEVADA, INC. | || | NEA VALUEBUILDER |
| Common Stock: 500 | || | Common Stock: 500 | || | INVESTOR SERVICES |
| ------------ Shares |--|| | ------------ Shares | ||==| OF OHIO, INC. |
| | || | | || | |
| Cost | || | Cost | || | |
| ---- | || | ---- | || | |
| PEBSCO--100% $500 | || | NEA--100% $500 | || | |
--------------------------- || --------------------------- || ---------------------------
|| ||
--------------------------- || --------------------------- || ---------------------------
| PEBSCO OF | || | NEA VALUEBUILDER | || | |
| NEW MEXICO | || | INVESTOR SERVICES | || | |
| | || | OF WYOMING, INC. | || | NEA VALUEBUILDER |
| Common Stock: 1,000 | || | Common Stock: 500 | || | INVESTOR SERVICES |
| ------------ Shares |--|| | ------------ Shares | ||==| OF OKLAHOMA, INC. |
| | || | | || | |
| Cost | || | Cost | || | |
| ---- | || | ---- | || | |
| PEBSCO--100% $1,000 | || | NEA--100% $500 | || | |
--------------------------- || --------------------------- || ---------------------------
|| ||
--------------------------- || --------------------------- || ----------------------------
| | || | NEA VALUEBUILDER | || | |
| | || | SERVICES INSURANCE | || | |
| PEBSCO OF | || | AGENCY, INC. | || | NEA VALUEBUILDER |
| TEXAS, INC. | || | Common Stock: 100 | || | INVESTOR SERVICES |
| |==|| | ------------ Shares |__||==| OF TEXAS, INC. |
| | | | | |
| | | Cost | | |
| | | ---- | | |
| | | NEA--100% $1,000 | | |
--------------------------- --------------------------- ----------------------------
</TABLE>
<PAGE> 64
<TABLE>
<CAPTION>
(Right)
<S> <C> <C> <C> <C> <C> <C>
------------------------------------------------
| NATIONWIDE MUTUAL |
========================================| FIRE INSURANCE COMPANY |
| (FIRE) |
------------------------------------------------
|
- -----------------------------------------------------------------|
- ----------------------------------------------------------------------------------------------
| | |
--------------------------- ------------------------------ ------------------------------
| GATES, MCDONALD | | EMPLOYERS LIFE INSURANCE | | NATIONWIDE HMO, INC. |
| & COMPANY (GATES) | | OF WAUSAU (ELIOW) | | (NW HMO) |
| | | | | |
| Common Stock: 254 | | Common Stock: 250,000 | | Common Stock: 100 |
|-- | ------------ Shares | |--| ------------ Shares | |--| ------------ Shares |
| | | | | | | | |
| | Cost | | | Cost | | | Cost |
| | ---- | | | ---- | | | ---- |
| | NW CORP.--100% $25,683,532 | | | NW CORP.--100% $126,509,480 | | | NW CORP.--100% $14,603,732 |
| ----------------------------- | ------------------------------ | ------------------------------
| | |
| --------------------------- | ------------------------------ | ------------------------------
| | GATES, MCDONALD & COMPANY | | | WAUSAU PREFERRED | | | NATIONWIDE MANAGEMENT |
| | OF NEW YORK, INC. | | | HEALTH INSURANCE CO. | | | SYSTEMS, INC. |
| | | | | | | | |
| | Common Stock: 3 | | | Common Stock: 250,000 | | | Common Stock: 100 |
|-- | ------------ Shares | |--| ------------ Shares | |--| ------------ Shares |
| | | | | | | | |
| | Cost | | | Cost | | | NW HMO Cost |
| | ---- | | | ---- | | | ---- |
| | GATES--100% $106,947 | | | NW CORP.--100% $57,413,193 | | | Inc.--100% $25,149 |
| ----------------------------- | ------------------------------ | ------------------------------
| | |
| ----------------------------- | ------------------------------ | ------------------------------
| | GATES, MCDONALD & COMPANY | | | KEY HEALTH PLAN, INC. | | | NATIONWIDE |
| | OF NEVADA | | | | | | AGENCY, INC. |
| | | | | | | | |
| | Common Stock: 40 | | | Common Stock: 1,000 | | | Common Stock: 100 |
|-- | ------------ Shares | |--| ------------ Shares | |--| ------------ Shares |
| | | | | | | |
| | Cost | | Cost | | | NW HMO Cost |
| | ---- | | ---- | | | ---- |
| | Gates--100% $93,750 | | ELIOPW--80% $2,700,000 | | | Inc.--99% $116,077 |
| ----------------------------- ------------------------------ | ------------------------------
|
| -----------------------------
| | GATES, MCDONALD |
| | HEALTH PLUS, INC. |
| | |
| | Common Stock: 200 |
|-- | ------------ Shares |
| |
| Cost |
| ---- |
| NW CORP.--100% $2,000,000 |
-----------------------------
Subsidiary Companies -- Solid Line
Contractual Association -- Double Line
Partnership Interest -- Dotted Line
March 6, 1997
Page 2
</TABLE>
<PAGE> 65
Item 27. Number of Contract Owners
The number of contract Owners of Qualified and Non-Qualified Contracts
as of February 28, 1997 was 0 and 2, respectively.
Item 28. Indemnification
Provision is made in the Company's Amended and Restated 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 Advisory Services, Inc. ("NAS") acts as general
distributor for the Nationwide Multi-Flex Variable Account,
Nationwide DC Variable Account, Nationwide DCVA-II, 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 VL Separate Account B, 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.
NAS also acts as principal underwriter for Nationwide Investing
Foundation, Nationwide Separate Account Trust, Financial Horizons
Investment Trust, Nationwide Asset Allocation Trust and
Nationwide Investing Foundation II, which are open-end management
investment companies.
(b) NATIONWIDE ADVISORY SERVICES, INC.
DIRECTORS AND OFFICERS
Positions and offices
Name and Business Address with Underwriter
Joseph J. Gasper President and Director
One Nationwide Plaza
Columbus, Ohio 43215
Dimon Richard McFerson Chairman of the Board of Directors and
One Nationwide Plaza Chairman and
Columbus, OH 43215 Chief Executive Officer--Nationwide
Insurance Enterprise and Director
Gordon E. McCutchan
One Nationwide Plaza Executive Vice President-Law and
Columbus, OH 43215 Corporate Services and Director
Robert A. Oakley Executive Vice President - Chief Financial
One Nationwide Plaza Officer and Director
Columbus, OH 43215
87 of 96
<PAGE> 66
(b) NATIONWIDE ADVISORY SERVICES, INC.
DIRECTORS AND OFFICERS
Positions and offices
Name and Business Address with Underwriter
Robert J. Woodward, Jr. Executive Vice President - Chief Investment
One Nationwide Plaza Officer and Director
Columbus, Ohio 43215
W. Sidney Druen Senior Vice President and
One Nationwide Plaza General Counsel and
Columbus, OH 43215 Assistant Secretary
James F. Laird, Jr. Vice President and General
One Nationwide Plaza Manager & Acting Treasurer
Columbus, OH 43215
Edwin P. McCausland
One Nationwide Plaza
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
William G. Goslee Vice President
One Nationwide Plaza
Columbus, OH 43215
Joseph P. Rath Vice President
One Nationwide Plaza
Columbus, OH 43215
Rae M. Pollina Secretary
One Nationwide Plaza
Columbus, OH 43215
(c) Name of Net Underwriting Compensation On
Principal Discounts and Redemption Or Brokerage
Underwriter Commissions Annuitization Commissions Compensation
----------- ----------- ------------- ----------- ------------
Nationwide
Advisory N/A N/A N/A N/A
Services,
Inc.
Item 30. Location of Accounts and Records
Robert O. Cline
Nationwide Life and Annuity Insurance Company
One Nationwide Plaza
Columbus, OH 43216
Item 31. Management Services
Not Applicable
88 of 96
<PAGE> 67
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 represents that any of the Contracts which are issued
pursuant to Section 403(b) of the Code are issued by the Company in
reliance upon, and in compliance with a no-action letter issued by the
Staff of the Securities and Exchange Commission to the American
Council of Life Insurance (publicly available November 28, 1988)
permitting withdrawal restrictions to the extent necessary to comply
with Section 403(b)(11) of the Code.
The Company represents that the fees and charges deducted under the
Contract in the aggregate are reasonable in relation to the services
rendered, the expenses expected to be incurred and risks assumed by
the Company.
89 of 96
<PAGE> 68
Offered by Nationwide Life and Annuity
Insurance Company
NATIONWIDE LIFE AND ANNUITY
INSURANCE COMPANY
Nationwide VA Separate Account-A
Individual Deferred Variable Annuity Contracts
PROSPECTUS
May 1, 1997
90 of 96
<PAGE> 69
Accountants' Consent and Independent Auditors' Report on
Financial Statement Schedules
The Board of Directors of Nationwide Life and Annuity Insurance Company
(formerly Financial Horizons Insurance Company):
The audits referred to in our report on Nationwide Life and Annuity Insurance
Company (the Company) dated January 31, 1997 included the related financial
statement schedules as of December 31, 1996, and for each of the years in the
three-year period ended December 31, 1996, included in the registration
statement. These financial statement schedules are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statement schedules based on our audits. In our opinion, such
financial statement schedules, when considered in relation to the basic
financial statements taken as a whole, present fairly in all material respects
the information set forth herein.
We consent to the use of our reports included herein and to the reference to our
firm under the heading "Services" in the Statement of Additional Information.
KPMG Peat Marwick LLP
Columbus, Ohio
April 24, 1997
91 of 96
<PAGE> 70
SIGNATURES
As required by the Securities Act of 1933, and the Investment Company Act
of 1940, the Registrant, NATIONWIDE VA SEPARATE ACCOUNT-A certifies that it
meets the requirements of Securities Act Rule 485(b) for effectiveness of this
Post-Effective Amendment which has caused this Post-Effective Amendment to be
signed on its behalf in the City of Columbus, and State of Ohio, on this 24th of
April, 1997.
NATIONWIDE VA SEPARATE ACCOUNT-A
--------------------------------------------------------
(Registrant)
NATIONWIDE LIFE AND ANNUITY INSURANCE COMPANY
--------------------------------------------------------
(Depositor)
By/s/JOSEPH P. RATH
--------------------------------------------------------
Joseph P. Rath
Vice President
As required by the Securities Act of 1933, this Registration Statement has been
signed by the following persons in the capacities indicated on the 24th of
April, 1997.
Signature Title
LEWIS J. ALPHIN Director
- ------------------------------
Lewis J. Alphin
KEITH W. ECKEL Director
- ------------------------------
Keith W. Eckel
WILLARD J. ENGEL Director
- ------------------------------
Willard J. Engel
FRED C. FINNEY Director
- ------------------------------
Fred C. Finney
CHARLES L. FUELLGRAF, JR. Director
- ------------------------------
Charles L. Fuellgraf, Jr.
JOSEPH J. GASPER President/Chief Operating Officer and Director
- ------------------------------
Joseph J. Gasper
HENRY S. HOLLOWAY Chairman of the Board and Director
- -----------------------------
Henry S. Holloway
DIMON RICHARD MCFERSON Chairman and Chief Executive Officer - Nationwide
- ------------------------------ Insurance Enterprise and Director
Dimon 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/s/JOSEPH P. RATH
- ------------------------------ ---------------------
James F. Patterson Joseph P. Rath
ARDEN L. SHISLER Director Attorney-in-Fact
- ------------------------------
Arden L. Shisler
ROBERT L. STEWART Director
- ------------------------------
Robert L. Stewart
NANCY C. THOMAS Director
- ------------------------------
Nancy C. Thomas
HAROLD W. WEIHL Director
- ------------------------------
Harold W. Weihl
96 of 96
<PAGE> 71
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS, that each of the undersigned as
directors and/or officers of NATIONWIDE LIFE INSURANCE COMPANY, and NATIONWIDE
LIFE AND ANNUITY INSURANCE COMPANY, both Ohio corporations, which have filed or
will file with the U.S. 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 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, Nationwide
Multi-Flex Variable Account, Nationwide Variable Account-8, Nationwide VA
Separate Account-A, Nationwide VA Separate Account-B, Nationwide VA Separate
Account-C and Nationwide VA Separate Account-Q; 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 Nationwide Multiple Maturity Separate Account and Nationwide Multiple
Maturity Separate Account-A, and the registration of Group Flexible Fund
Retirement Contracts in connection with Nationwide DC Variable Account,
Nationwide DCVA-II, and 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
Nationwide VLI Separate Account, Nationwide VLI Separate Account-2, Nationwide
VLI Separate Account-3, Nationwide VL Separate Account-A and Nationwide VL
Separate Account-B, hereby constitutes and appoints Dimon Richard McFerson,
Joseph J. Gasper, 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 affix 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 U.S.
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 2nd day of April, 1997.
<TABLE>
<CAPTION>
<S> <C>
/s/ Lewis J. Alphin /s/ David O. Miller
- ------------------------------------------------- --------------------------------------------------
Lewis J. Alphin, Director David O. Miller, Director
/s/ Keith W. Eckel /s/ C. Ray Noecker
- ------------------------------------------------- -------------------------------------------------
Keith W. Eckel, Director C. Ray Noecker, Director
/s/ Willard J. Engel /s/ Robert A. Oakley
- ------------------------------------------------- --------------------------------------------------
Willard J. Engel, Director Robert A. Oakley, Executive Vice President and Chief
Financial Officer
/s/ Fred C. Finney /s/ James F. Patterson
- ------------------------------------------------- --------------------------------------------------
Fred C. Finney, Director James F. Patterson, Director
/s/ Charles L. Fuellgraf /s/ Arden L. Shisler
- ------------------------------------------------- --------------------------------------------------
Charles L. Fuellgraf, Jr., Director Arden L. Shisler, Director
/s/ Joseph J. Gasper /s/ Robert L. Stewart
- ------------------------------------------------- --------------------------------------------------
Joseph J. Gasper, President and Chief Operating Officer Robert L. Stewart, Director
and Director
/s/ Henry S. Holloway /s/ Nancy C. Thomas
- ------------------------------------------------- --------------------------------------------------
Henry S. Holloway, Chairman of the Board, Director Nancy C. Thomas, Director
/s/ Dimon Richard McFerson /s/ Harold W. Weihl
- ------------------------------------------------- --------------------------------------------------
Dimon Richard McFerson, Chairman and Chief Executive Harold W. Weihl, Director
Officer-Nationwide Insurance Enterprise and Director
</TABLE>
