SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) November 26, 2007
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
(Exact name of registrant as specified in its charter)
| Colorado | 333-01173 | 84-0467907 | |
| (State or other jurisdiction of incorporation) | (Commission File No.) | (IRS Employer Identification No.) | |
| 8515 East Orchard Road | |
| Greenwood Village, Colorado 80111 | |
| (Address of Principal Executive offices) (Zip Code) | |
(303) 737-3000
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
-------------------------------------------------------------------------------------------------------------------------------------------ITEM 8.01 OTHER EVENTS
On November 30, 2007, Great-West Life & Annuity Insurance Company (the “Registrant”), filed a Form 8-K with respect to a definitive Asset and Stock Purchase Agreement (the “Purchase Agreement”) entered into between the Registrant, certain affiliates of the Registrant, and Connecticut General Life Insurance Company, regarding the sale of the Registrant’s healthcare division.
In the November 30, 2007 Form 8-K, the Registrant indicated that the Purchase Agreement would be filed as an exhibit to its next filed Annual Report on Form 10-K. The Registrant has made the determination to file the Purchase Agreement at this time.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
Exhibit Number Title
99.1 Asset and Stock Purchase Agreement.
This Form 8-K contains forward-looking statements. Forward-looking statements are statements not based on historical information and which relate to future operations, strategies, financial results or other developments. In particular, statements using verbs such as “expect,” “anticipate,” “believe” or words of similar import generally involve forward-looking statements. Without limiting the foregoing, forward-looking statements include statements which represent the Registrant’s beliefs concerning future or projected levels of sales of the Registrant’s products, investment spreads or yields, or the earnings or profitability of the Registrant’s activities. Forward-looking statements are necessarily based upon estimates and assumptions that are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond the Registrant’s control and many of which, with respect to future business decisions, are subject to change. These uncertainties and contingencies can affect actual results and could cause actual results to differ materially from those expressed in any forward-looking statements made by, or on behalf of, the Registrant. Whether or not actual results differ materially from forward-looking statements may depend on numerous foreseeable and unforeseeable events or developments, some of which may be national in scope, such as general economic conditions and interest rates, some of which may be related to the insurance industry generally, such as pricing competition, regulatory developments and industry consolidation, and others of which may relate to the Registrant specifically, such as credit, volatility and other risks associated with the Registrant’s investment portfolio, and other factors. Readers should also consider other matters, including any risks and uncertainties, discussed in documents filed by the Registrant and certain of its subsidiaries with the Securities and Exchange Commission.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: December 6, 2007
| GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY |
By: | /s/ Richard G. Schultz | |
| Name: Richard G. Schultz | |
| Title: Chief Legal Officer, Corporate | |
| and Secretary | |
