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 4, 2004
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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
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(Address of principal executive offices) (Zip Code)
(303) 737-3000
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(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):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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ITEM 7.01 REGULATION FD DISCLOSURE
On November 4, 2004, GWL&A Financial Inc., the parent company of the Registrant,
issued a press release announcing the issuance of $175 million of deferrable
debentures, due in 2034, through an affiliated limited partnership. The
deferrable debentures will be offered to qualified institutional investors
pursuant to Rule 144A under the Securities Act of 1933, as amended. A copy of
the press release is attached as Exhibit 99 hereto.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
99 GWL&A Financial Inc. press release dated November 4, 2004
This Form 8-K contains "forward-looking statements" regarding the
company's ability to complete this private placement. These
forward-looking statements involve a number of risks and uncertainties.
Among the important factors that could cause actual results to differ
materially from those indicated in such forward-looking statements
include uncertainties relating to market conditions for corporate debt
securities generally, for the securities of insurance companies and for
the company's notes in particular.
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: November 4, 2004
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
By: /s/Richard G. Schultz
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Name: Richard G. Schultz
Title: Vice President, Counsel and Associate Secretary
EXHIBIT INDEX
Exhibit No. Description
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99 Press release issued by GWL&A Financial Inc. on November 4, 2004