SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2)) [X] Definitive Proxy Statement [ ] Definitive Additional
Materials [ ] Soliciting Material Pursuant to ss. 240.14a-11(c) or ss.
240.14a-12
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Great-West Variable Annuity Account A
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(Name of Registrant as Specified in its Charter)
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(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11. (1) Title of Each class of securities to which
transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of
transaction computed pursuant to Exchange Act Rule 0-11 (Set
forth the amount on which the filing fee is calculated and
state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or Schedule
and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration No.:
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(3) Filing Party:
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(4) Date Filed:
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GREAT-WEST VARIABLE ANNUITY ACCOUNT A
8515 E. Orchard Road, Greenwood Village, Colorado 80111
NOTICE OF ANNUAL MEETING - April 20, 2001
To The Participants of Great-West Variable Annuity Account A:
You are hereby notified that, pursuant to the Rules and Regulations of
Great-West Variable Annuity Account A, the Annual Meeting of its Participants
will be held at 8525 E. Orchard Road, Greenwood Village, Colorado 80111 on
Friday, April 20, 2001 at 1:30 p.m. for the following purposes:
(1) To elect members of the Variable Annuity Account Committee to
serve until their successors are elected and qualified;
(2) To ratify or reject the selection of Deloitte & Touche, LLP as
independent auditors for Account A for the fiscal year ending
December 31, 2001; and
(3) To transact any other business which may properly come before the
meeting or any adjournment or adjournments thereof.
Each Person who was a Participant on February 28, 2001 has the right to vote at
this meeting.
The matters referred to above are discussed in detail in the Proxy Statement
attached to this Notice.
It is important that as many Participants as practicable be represented at the
meeting. Whether or not you expect to attend the meeting, you are requested to
complete the enclosed Proxy and return it promptly in the enclosed postage
prepaid envelope to Great-West Life & Annuity Insurance Company, 8515 E. Orchard
Road, Attention: Financial Control, 1T2, Greenwood Village, Colorado 80111. You
may revoke or revise the Proxy at any time before the authority granted therein
is exercised. Please be sure to sign and date your Proxy.
/s/ Beverly A. Byrne
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Beverly A. Byrne, Secretary to
the Variable Annuity
Account A Committee
March 26, 2001
GREAT-WEST VARIABLE ANNUITY ACCOUNT A
Annual Meeting - April 20, 2001
PROXY STATEMENT
The accompanying Proxy is solicited by Great-West Life & Annuity Insurance
Company ("GWL&A") on behalf of the Variable Annuity Account A Committee (the
"Committee") of Great-West Variable Annuity Account A ("Account A"), to be voted
at the Annual Meeting of Participants to be held April 20, 2001. Each Proxy may
be revoked at any time before its exercise by writing to the Secretary of the
Committee of Account A at the address shown below and indicating a desire to
revoke the Proxy. As well, a Participant attending the Annual Meeting may revoke
his/her Proxy and vote in-person. This solicitation is being made by use of the
mails, but also may be made by telephone, telegraph, or personal interview, and
the cost will be borne by GWL&A, 8515 E. Orchard Road, Greenwood Village,
Colorado 80111. This Proxy Statement and the accompanying form of Proxy is being
sent on the 26th day of March, 2001 to all Participants of record on February
28, 2001 (the "record date") of Account A. Such Proxy Statement and the
accompanying form of Proxy are mailed directly to each Participant's most recent
address recorded by GWL&A.
There are in total, 494,632.36 votes eligible to be cast by Participants
at the Annual Meeting. Each Participant who had accumulation units credited to
his/her account under a variable annuity contract on the record date may cast
the number of votes equal to the number of accumulation units then credited to
his/her account. There were 468,128.99 votes attributable to accumulation units
credited to the accounts of Participants on the record date. Each Participant
receiving annuity payments under a variable annuity contract on the record date
also may cast the number of votes equal to (i) the dollar amount of assets
maintained in Account A on the record date to meet the annuity obligations
relating to such Participant, divided by (ii) the value of an accumulation unit
on the record date. There were 26,503.37 votes attributable to Participants
receiving annuity payments on the record date. The following Participants on the
record date had interests in Account A entitling them to as much as 5% of the
total votes eligible to be cast by all Participants:
Participant Name Percent of Votes
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Sally Callahan 6.0%
Helen Hoagland 5.0%
Esrom Kleven 13.0 %
Margaret Schultz 7.0%
Romeo Vidone, M.D. 6.0%
ELECTION OF MEMBERS OF THE VARIABLE ANNUITY ACCOUNT COMMITTEE
The operation of Account A is subject to the direction and approval of
the Committee in accordance with the Rules and Regulations of Account A. The
Committee performs the functions of the Board of Directors of an incorporated
investment company. The Rules and Regulations of Account A provide for a
Committee of not less than five nor more than fifteen members to be elected by
Participants at annual meetings. The term of office for each Committee member is
one year. At each Annual Meeting, successors to the Committee members will be
elected by Participants.
At the forthcoming Annual Meeting there are five Committee members to be
elected. All nominees have agreed to serve if elected.
The following information is furnished with respect to the nominees.
Principal Occupation
Name and Address During Last Five Years
of Nominee Age and Other Directorships
Rex Jennings 76 President Emeritus, Denver Metro
6508 Hollytree Circle Chamber of Commerce (since 1987);
Tyler, TX 75703 Maxim Series Fund, Inc. Director
(since 1988).
Mitchell T.G. Graye* 45 Great-West Life & Assurance Company
335 Ovida Place Senior Vice President & Chief
Castle Rock, CO 80104 Financial Officer (1993-97).
Great-West Life & Annuity Insurance
Company, Senior Vice President,
Chief Financial Officer,
(1997-2000), Executive VP, CFO
(2000-present).
Sanford Zisman 61 Attorney, Zisman & Ingraham, P.C.;
3773 Cherry Creek Dr. N. Maxim Series Fund, Inc. Director
Suite 250 (since 1982).
Denver, CO 80209
Richard P. Koeppe, Ph.D. 69 Retired Superintendent
8679 E. Kenyon Ave. Denver Public Schools (1988 - 1990);
Englewood, CO 80017 Maxim Series Fund, Inc. Director
(since 1987).
William Thomas McCallum* 58 Great-West Life & Annuity Insurance
32 Sedgwick Drive Company: Director, President,
Chief
Englewood, CO 80110 Executive Officer. (1990-present).
*Interested person as defined in the Investment Company Act of 1940, of the
Fund.
Unless the enclosed Proxy is marked otherwise, the persons named on the
Proxy will cast the votes represented by a duly executed Proxy for the nominees
named above. The nominees are presently available if elected. Should the
nominees become unavailable, the Proxyholders will vote for the nominees
designated by the present Committee.
STOCK OWNERSHIP AND MATERIAL TRANSACTIONS
As of the record date, no Committee member owned any interest in Account
A or any membership interest in the investment adviser of Account A, GW Capital
Management, LLC ("GW Capital"). In 2000, none of the Committee members of
Account A made any purchases or sales of the outstanding common stock of Account
A, its parents, or its subsidiaries.
COMMITTEE MEETING AND OTHER COMMITTEES
During 2000, the total number of meetings held by the Committee was
four. No Committee member attended less than 75% of the total number of meetings
held by the Committee in 2000.
There is no nominating or similar committee of Account A.
COMPENSATION
Account A provides no compensation to its Committee members.
RATIFICATION OR REJECTION OR SELECTION OF INDEPENDENT AUDITORS
Deloitte & Touche LLP was selected as the independent auditor for
Account A for the current year at a meeting of the Committee held on February 9,
2001. Such selection was made by the vote cast in person of a majority of the
Committee who are not interested persons of Account A and is subject to
ratification by Participants at the Annual Meeting. Deloitte & Touche LLP is the
independent auditor for GWL&A and GW Capital and has no direct or material
indirect financial interest in Account A, GWL&A or GW Capital. Deloitte & Touche
LLP was the independent auditor for Account A for the immediately preceding
year. Representatives of Deloitte & Touche LLP are not expected to be present at
the Meeting.
During 2000 all of the services provided by Deloitte & Touche LLP to
Account A were audit services. These audit services included the examination and
audit of the annual financial statements for Account A and the review of Account
A financial documentation utilized in filings with the Securities and Exchange
Commission. There were no non-audit services provided by Deloitte & Touche LLP
during 2000.
INVESTMENT ADVISER
GW Capital provides investment advisory services to Account A. Its
headquarters are located at 8515 E. Orchard Road, Greenwood Village, Colorado
80111.
PRINCIPAL UNDERWRITER
The Great-West Life Assurance Company ("Great-West") served as principal
underwriter for the contracts issued under Account A. Great-West has been
succeeded by BenefitsCorp Equities, Inc. with respect to any additional
broker-dealer functions that are required.
OTHER BUSINESS
As of this date, the Committee does not know of any other business to
come before the meeting. However, if any matters other than those referred to
above come before the meeting, the persons named in the Proxies will act on
behalf of the Participants they represent according to their best judgment.
PARTICIPANTS' PROPOSALS
A Participant that is a record or beneficial owner of an accumulation or
annuity unit entitled to be voted at the 2002 Annual Meeting and that continues
to own such unit through the date on which the 2002 Annual Meeting is held shall
be entitled to submit for presentation a proposal for action at the 2002 Annual
Meeting.
The Participant's proposal shall be included in the Account A Proxy
Statement and Form of Proxy for the 2002 Annual Meeting. The Participant shall
notify Account A in writing at its principal executive office (8515 E. Orchard
Road, Greenwood Village, Colorado 80111) of his/her intention to appear
personally at the 2002 Annual Meeting to present his/her proposal for action.
The Participant may arrange to have another accumulation or annuity unit holder
of Account A present his/her proposal on his/her behalf at the 2002 Annual
Meeting.
A proposal to be presented at the 2002 Annual Meeting shall be received
at Account A's principal executive offices not less than 90 days in advance of
March 1, 2002. It is suggested that Participants submit their proposals by
Certified Mail - Return Receipt Requested, in order to avoid any controversy as
to the date on which a proposal was received by Account A. The Participant may
submit a maximum of two proposals of not more than 300 words for each inclusion
in Account A's proxy materials for the 2002 Annual Meeting.
If Account A opposes any proposal received from a Participant, it shall,
at the request of the Participant, include in its Proxy Statement, a statement
of the Participant of not more than 200 words in support of the proposal, which
statement shall not include the name and address of the Participant. The
statement and request of the Participant shall be furnished to Account A at the
time the proposal is furnished, and Account A shall not be responsible for such
statement.
Account A may omit a proposal and any statement in support thereof from
its Proxy Statement and Form of Proxy under any of the following circumstances:
(1) If the proposal is, under the laws of the United States or
Canada, not a proper subject for action by Participants. (A
proposal that may be improper when framed as a mandate or
directive may be proper when framed as a recommendation or
request);
(2) If the proposal would, if implemented, require Account A to
violate any state law or federal law of the United States to
which Account A is subject;
(3) If the proposal or the support statement is contrary to any of
the Securities and Exchange Commission's proxy rules and
regulations, including Rule 14a-9 which prohibits false or
misleading statements in proxy soliciting materials;
(4) If the proposal relates to the enforcement of a personal claim or
the redress of a personal grievance against Account A or any
person;
(5) If the proposal deals with a matter that is not significantly
related to Account A's business; (6) If the proposal deals with a
matter that is beyond Account A's power to effectuate; (7) If the
proposal deals with a matter relating to the conduct of the
ordinary business operations of Account A; (8) If the proposal
relates to an election to office; (9) If the proposal is counter
to a proposal to be submitted by Account A at the meeting; (10)
If the proposal has been rendered moot; (11) If the proposal is
substantially duplicative of a proposal previously submitted to
Account A by another Participant, which proposal will be included
in the Board of Director's proxy material for the meeting;
(12) If substantially the same proposal has previously been submitted
to Participants in Account A's Proxy Statement and Form of Proxy
relating to any Annual or Special Meeting of Participants held
within the preceding five calendar years, it may be omitted from
Account A's proxy materials relating to any meeting of
Participants held within three calendar years after the latest
such previous submission: Provided, that
(i) If the proposal was submitted at only one meeting
during such preceding period, it received less than
three percent of the total number of votes cast in
regard thereto; or
(ii) If the proposal was submitted at only two
meetings during such preceding period, it received
at the time of its second submission less than six
percent of the total number of votes cast in regard
thereto; or
(iii) If the prior proposal was submitted at three or
more meetings during such preceding period, it
received at the time of its latest submission less
than ten percent of the total number of votes cast
in regard thereto; or
(13) If the proposal relates to specific amount of cash or stock
dividends.
SOLICITATION STATEMENT
The cost of this solicitation of Proxies shall be borne by GWL&A
pursuant to its Sales Services Agreement with Account A.
ANNUAL REPORT
The Annual Report of Account A has been mailed to all Participants
entitled to vote at the Annual Meeting. Account A will furnish, without charge,
a copy of the 2000 Annual Report and/or the June 30, 2000 Semi-Annual Report
upon request to: Mr. Tim Dombrowsky, 8515 E. Orchard Road, Greenwood Village, CO
80111; (800) 537-2033, ext. 4538.
By Order of the Committee
/s/ Beverly A. Byrne
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Beverly A. Byrne
Secretary to the Committee
March 26, 2001
PROXY
FOR
THE ANNUAL MEETING OF PARTICIPANTS OF
GREAT-WEST VARIABLE ANNUITY ACCOUNT A
The undersigned hereby appoints David G. McLeod, Beverly A. Byrne and Arnie A.
Beckman, or any of them, to be the attorneys and proxies of the undersigned at
the Annual Meeting of Participants of Great-West Variable Annuity Account A to
be held at 8525 E. Orchard Rd., Greenwood Village, Colorado, at 1:30 p.m. on
April 20, 2001 and at any adjournment thereof, and to represent and cast the
votes held on record by the undersigned on February 28, 2001, upon the proposals
below and as set forth in the Notice of Annual Meeting and Proxy Statement for
such meeting.
1) FOR ELECTION OF MEMBERS OF THE COMMITTEE FOR VARIABLE ANNUITY
ACCOUNT A to serve until their successors are elected and
qualified.
[ ] FOR all nominees listed [ ] WITHHOLD AUTHORITY to vote
below (except as marked for all nominees listed below
to the contrary below)
(The Members of the Committee recommend a vote FOR)
(INSTRUCTION: To withhold authority to vote for any individual nominee mark the
box next to the nominee's name below)
[ ] R.P. Koeppe [ ] R. Jennings [ ] M.T.G. Graye
[ ] W.T. McCallum [ ] S. Zisman
2) PROPOSAL TO RATIFY THE SELECTION OF DELOITTE & TOUCHE, LLP as the
independent auditors for Variable Annuity Account A for the
fiscal year ending December 31, 2001.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(The Members of the Committee recommend a vote FOR)
3) In the discretion of the Members of the Committee, on such other
business which may properly come before the meeting or any
adjournment thereof.
This Proxy will be voted, and voted as specified. IF NO SPECIFICATIONS ARE MADE,
THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE COMMITTEE'S RECOMMENDATIONS.
THIS PROXY IS SOLICITED ON BEHALF OF THE COMMITTEE.
Name of Participant:
Group Policy No.: Certificate No.:
Participant Number of Votes:
Dated: , 2001
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(Signature of Participant)
Please sign and date your Proxy and return promptly in the accompanying
envelope.