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 15, 2004
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GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
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(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 15, 2004, GWL&A Financial Inc., the parent company of the
Registrant, issued a press release announcing the completion of the issuance of
$175 million of 6.625% deferrable debentures, due in 2034, through an affiliated
limited partnership. The deferrable debentures were issued to qualified
institutional investors pursuant to Rule 144A under the Securities Act of 1933,
as amended.
GWL&A Financial Inc. also announced that its affiliate, Great-West Life &
Annuity Insurance Capital I, has issued a notice of redemption to holders of
$175 million of 7.25% Subordinated Capital Income Securities that it issued in
1999. The securities are to be redeemed, in accordance with their terms, on
December 16, 2004.
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 15, 2004
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 15, 2004
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
By: /s/Beverly A. Byrne
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Name: Beverly A. Byrne
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 15, 2004