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| NFS > SEC Filings for NFS > Form 8-K on 2-Jan-2009 | All Recent SEC Filings |
2-Jan-2009
Notice of Delisting or Failure to Satisfy a Continued Listing
On August 6, 2008, Nationwide Financial Services, Inc. (NFS) entered into a merger agreement with Nationwide Corporation, Nationwide Mutual Insurance Company and NWM Merger Sub, Inc. pursuant to which Nationwide Mutual Insurance Company would purchase all of the NFS Class A common stock it did not already own for $52.25 per share. At a special meeting on December 31, 2008, the NFS shareholders approved the merger of NWM Merger Sub, Inc. with and into NFS, with NFS as the surviving entity, and on January 1, 2009, pursuant to the merger agreement, the merger was completed.
In connection with the completion of the merger, NFS notified the New York Stock Exchange (NYSE) that on January 1, 2009, each share of NFS Class A common stock outstanding immediately prior to the effective time of the merger was cancelled and converted into the right to receive $52.25, without interest. Trading in NFS' Class A common stock was suspended at the close of the market on December 31, 2008. NFS will request that its Class A common stock be delisted from the NYSE and NFS will file a Form 15 to deregister its stock under the Exchange Act as soon as practicable.
Pursuant to the terms of the merger agreement, the members of the NFS board of directors resigned from the board effective January 1, 2009. At that time, Harry H. Hallowell and Lawrence A. Hilsheimer, who were the members of the board of directors of NWM Merger Sub, Inc., became the directors of NFS.
Immediately following the closing of the merger, Harry H. Hallowell resigned from the board of directors of NFS, effective immediately. Following Mr. Hallowell's resignation, the remaining director of NFS approved an increase in the number of NFS board of directors from two to three and elected Mark R. Thresher and Timothy G. Frommeyer to these two director vacancies.
Pursuant to the merger agreement, the certificate of incorporation and bylaws of NFS were amended and restated at the effective time of the merger. The most significant changes to the certificate of incorporation involved removal of provisions related to the Class A and Class B common stock. The most significant changes to the bylaws removed provisions relating to voting by another corporation, the appointment of inspectors of elections and advance notice of shareholder proposals and shareholder nominations of directors. The amended certificate of incorporation and amended bylaws of NFS are attached as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.
A special meeting of the NFS shareholders was held on December 31, 2008 at which the shareholders of NFS approved the merger agreement.
Item 9.01 - Exhibits
Exhibit 3.1 - Amended Certificate of Incorporation of NFS, dated January 1, 2009
Exhibit 3.2 - Amended Bylaws of NFS, dated January 1, 2009
Exhibit 99.1 - Press release dated January 2, 2009
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