RegAlert2002-08-09
Added · Updated
SEC Division of Corporation Finance no-action letter: Nationwide Financial Services, Inc. and Provident Mutual Life Insurance Company
The Division of Corporation Finance will not recommend enforcement action to the Commission if Nationwide Financial Services, Inc. and Provident Mutual Life Insurance Company conduct a sponsored demutualization program without registering shares under Section 5 of the Securities Act of 1933 or complying with Section 14(d) of the Securities Exchange Act of 1934 and Regulation 14D. This relief applies provided the Program meets specific conditions, including that Eligible Shareholders hold less than 100 shares, receive no guaranteed minimum sales price or additional consideration for odd-lot elimination, and that brokers execute transactions on an agency basis in the open market. The Division takes no position on the application of Section 15(a) of the Exchange Act to the Conversion Agent, as this issue was not requested in the submission.
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Securities Exchange Act of 1934 - Section 4(1)
Securities Exchange Act of 1934 - Section 14(d)
August 9, 2002
Response of the Office of Chief Counsel Division of Corporation Finance
Re:
Nationwide Financial Services, Inc. and Provident Mutual Life Insurance Company Incoming letter dated August 9, 2002
The Division will not recommend enforcement action to the Commission if the Program is conducted as described in your letter, in reliance on your opinion of counsel that registration under Section 5 of the Securities Act of 1993 is not required.
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