SECURITIES AND EXCHANGE COMMISSON
WASHINGTON, D.C. 20549
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FORM 8-K/A1
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported) March 1, 2000
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GE Financial Assurance Holdings, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 0-23375 54-1829180
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
6604 West Broad Street, Richmond, Virginia 23230
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (804) 281-6000
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Not Applicable
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(Former name or former address, if changed since last report)
EXPLANATORY NOTE: This Current Report on Form 8-K/A1 amends Item 7 of the
Registrant's Current Report on Form 8-K, filed on March 16,
2000, to provide a Statement of Assets Acquired and
Liabilities Assumed from Toho Mutual Life Insurance Company
required by Item 7. The remaining Items have not been amended
herein.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial statements of business acquired.
An audited Statement of Assets Acquired and Liabilities Assumed from
Toho Mutual Life Insurance Company (Toho) as of March 1, 2000 is filed
as Exhibit 99.1 to this amendment. Toho's historical financial
statements have not been included in this amendment based on the
Registrant's conclusion that the comprehensive transfer of Toho's
policy liabilities and related assets is not an acquisition of a
business that has continuity both before and after the comprehensive
transfer and therefore, Toho historical financial statements would not
be relevant to security holders of the Registrant and their
understanding of future operations.
(b) Pro forma financial information.
The liabilities assumed and assets acquired as part of the
comprehensive transfer are reflected in the Registrant's April 1, 2000
consolidated balance sheet in its Quarterly Report on Form 10-Q for
the quarter ended April 1, 2000, filed on May 15, 2000.
(c) Exhibits.
2.1 AGREEMENT ON THE TRANSFER OF INSURANCE CONTRACTS, ETC.
(English translation of the agreement executed on December 22, 1999
by and between Toho Mutual Life Insurance Company and GE Edison Life
Insurance Company). (Previously filed).
23.1 Consent of KPMG LLP.
99.1 Audited Statement of Assets Acquired and Liabilities Assumed
from Toho Mutual Life Insurance Company as of March 1, 2000.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
GE Financial Assurance Holdings, Inc.
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(Registrant)
Date: May 15, 2000 By: /s/ Thomas W. Casey
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Thomas W. Casey
Senior Vice President and Chief Financial Officer
(Principal Financial Officer)
Date: May 15, 2000 By: /s/ Richard G. Fucci
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Richard G. Fucci
Vice President and Controller
(Principal Accounting Officer)
Exhibit Index
The exhibits listed below, as part of this Form 8-K/A1, are numbered in
conformity with the numbering used in Item 601 of Regulation S-K of the
Securities and Exchange Commission.
Exhibit
Number Description
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23.1 Consent of KPMG LLP.
99.1 Audited Statement of Assets Acquired and Liabilities Assumed from
Toho Mutual Life Insurance Company as of March 1, 2000.