<PAGE>
As filed with the Securities and Exchange Commission on April 29, 1999
Registration No. 333-
Registration No. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------
Great-West Life & Annuity Insurance GWL&A Financial Inc.
Capital I (Exact name of registrant as specified
(Exact name of registrant as in charter)
specified in charter) Delaware
Delaware (State or other jurisdiction of
(State or other jurisdiction of incorporation or organization)
incorporation or organization) 6719
6733 (Primary Standard Industrial
(Primary Standard Industrial Classification Code Number)
Classification Code Number) 84-1474245
52-2133316 (IRS Employer Identification No.)
(IRS Employer Identification No.)
8515 East Orchard Road
Englewood, Colorado 80111
(303) 689-3000
(Address, including zip code, and telephone number, including area code, of
Registrants principal executive offices)
Mitchell T.G. Graye
Executive Vice President and Chief Financial Officer
Great-West Life & Annuity Insurance Company
8515 East Orchard Road
Englewood, Colorado 80111
(303) 689-3000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
--------------
Copies To:
<TABLE>
<S> <C>
David W. Hirsch Lee Meyerson
Cleary, Gottlieb, Steen & Hamilton Simpson Thacher & Bartlett
One Liberty Plaza 425 Lexington Avenue
New York, NY 10006 New York, New York 10017-3954
(212) 225-2000 (212) 455-2000
</TABLE>
--------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the effective date of this Registration Statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of earlier effective
registration statement for the same offering. [X] 333-64473, 333-64473-01
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
CALCULATION OF REGISTRATION FEE
<TABLE>
- -------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------
<CAPTION>
Proposed Maximum Proposed Maximum
Amount Offering Price Aggregate Amount of
Title of Each Class of Securities To Be Registered Per Unit Offering Price Registration Fee
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Capital Securities of Great-West Life
& Annuity Insurance Capital I....... 1,000,000 $25 $25,000,000 $6,950
- -------------------------------------------------------------------------------------------------------------
Junior Subordinated Debentures of
GWL&A Financial Inc. (1)............ $25,000,000 N/A $25,000,000 N/A
- -------------------------------------------------------------------------------------------------------------
Guarantee by GWL&A Financial Inc. of
the Capital Securities (2).......... (2) (2) (2) N/A
- -------------------------------------------------------------------------------------------------------------
Total................................ N/A $25,000,000(3) $6,950
- -------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------
</TABLE>
(1) No separate consideration will be received for the Junior Subordinated
Deferrable Interest Debentures of GWL&A Financial Inc. (the "Junior
Subordinated Debentures") distributed upon any liquidation of Great-West
Life & Annuity Insurance Capital I and the distribution of the assets
thereof.
(2) No separate consideration will be received for the Guarantee by GWL&A
Financial Inc.
(3) Such amount represents the liquidation amount of the Great-West Life &
Annuity Insurance Capital I Capital Securities (the "Capital Securities")
and the principal amount of the Junior Subordinated Debentures that may be
distributed to holders of the Capital Securities upon any liquidation of
Great-West Life & Annuity Insurance Capital I and the distribution of the
assets thereof.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
This registration statement is being filed with respect to the registration
of additional securities for an offering pursuant to Rule 462(b) under the
Securities Act of 1933, as amended. The contents of the earlier effective
registration statement (file nos. 333-64473 and 333-64773-01) are incorporated
in this registration statement by reference.
The required opinions and consents are listed on an Exhibit Index attached
hereto and filed herewith.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each of the
Registrants certifies that it has reasonable grounds to believe that it has
qualified for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in Englewood, State of Colorado, on April 29, 1999.
GREAT-WEST LIFE & ANNUITY INSURANCE
CAPITAL I
By: GWL&A Financial Inc., as Sponsor
/s/ Mitchell T.G. Graye
By: _________________________________
Mitchell T.G. Graye
Executive Vice President, Chief
Financial Officer
Date: April 29, 1999
GWL&A FINANCIAL INC.
/s/ William T. McCallum
By: _________________________________
William T. McCallum
President and Chief Executive
Officer
Date: April 29, 1999
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons on behalf
of GWL&A Financial Inc. in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ William T. McCallum President and Chief April 29, 1999
________________________________________ Executive Officer and a
William T. McCallum Director
/s/ Mitchell T. G. Graye Executive Vice President, April 29, 1999
________________________________________ Chief Financial Officer
Mitchell T. G. Graye
/s/ Glen R. Derback Vice President and April 29, 1999
________________________________________ Controller
Glen R. Derback
* Director April 29, 1999
________________________________________
James Balog
* Director April 29, 1999
________________________________________
James W. Burns
</TABLE>
II-1
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
* Director April 29, 1999
________________________________________
Orest T. Dackow
________________________________________ Director April 29, 1999
Andre Desmarais
Director April 29, 1999
________________________________________
Paul Desmarais, Jr.
* Director April 29, 1999
________________________________________
Robert G. Graham
* Chairman of the Board April 29, 1999
________________________________________
Robert Gratton
* Director April 29, 1999
________________________________________
N. Berne Hart
* Director April 29, 1999
________________________________________
Kevin P. Kavanagh
* Director April 29, 1999
________________________________________
William Mackness
* Director April 29, 1999
________________________________________
Jerry E.A. Nickerson
* Director April 29, 1999
________________________________________
P. Michael Pitfield
* Director April 29, 1999
________________________________________
Michel Plessis-Belair
* Director April 29, 1999
________________________________________
</TABLE> Brian E. Walsh
/s/ D. Craig Lennox
*By: ______________________________
D. Craig Lennox
Attorney-in-fact pursuant to
Powers of Attorney filed herewith.
II-2
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION OF EXHIBITS
<C> <S>
5.1 Opinion of Richards, Layton & Finger.
5.2 Opinion of Cleary, Gottlieb, Steen & Hamilton.
8.1 Opinion of Cleary, Gottlieb, Steen & Hamilton.
23.1 Consent of Deloitte & Touche LLP.
23.3 Consent of Richards, Layton & Finger (included in its Opinion filed as
Exhibit 5.1).
23.4 Consent of Cleary, Gottlieb, Steen & Hamilton (included in its Opinion
filed as Exhibit 5.2).
24 Powers of Attorney of GWL&A Financial Inc.
</TABLE>
<PAGE>
Exhibit 5.1
[Letterhead of Richards, Layton & Finger, P.A.]
April 29, 1999
Great-West Life & Annuity Insurance Capital I
c/o GWL&A Financial Inc.
8515 East Orchard Road
Englewood, Colorado 80111
Re: Great-West Life & Annuity Insurance Capital I
---------------------------------------------
Ladies and Gentlemen:
We have acted as special Delaware counsel for GWL&A Financial Inc., a
Delaware corporation (the "Company"), and Great-West Life & Annuity Insurance
Capital I, a Delaware business trust (the "Trust"), in connection with the
matters set forth herein. At your request, this opinion is being furnished to
you.
For purposes of giving the opinions hereinafter set forth, our
examination of documents has been limited to the examination of originals or
copies of the following:
(a) The Certificate of Trust of the Trust, dated as of September 25,
1998 (the "Certificate"), as filed in the office of the Secretary of State of
the State of Delaware (the "Secretary of State") on September 28, 1998;
(b) The Declaration of Trust, dated as of September 28, 1998, among
the Company, as sponsor, Mitchell T.G. Graye, as regular trustee, The Bank of
New York, as property trustee, and The Bank of New York (Delaware), as Delaware
trustee;
(c) A Registration Statement (the "Initial Registration Statement")
on Form S-3, as filed by the Company, the Trust and others as set forth therein
with the Securities and Exchange Commission (the "SEC") on September 28, 1998,
as amended by Pre-Effective Amendment No. 1 to the Initial Registration
Statement, as filed by the Company, the Trust and others as set forth therein
with the SEC on November 5, 1998 ("Amendment No. 1"), as amended by Pre-
Effective Amendment No. 2 to the Initial Registration Statement, as filed by the
Company, the Trust and others as set forth therein with the SEC on November 16,
1998 ("Amendment No. 2"), as amended by Pre-Effective Amendment No. 3 to the
Initial Registration
<PAGE>
Great-West Life & Annuity Insurance Capital I
April 7, 1999
Page 2
Statement, as filed by the Company, the Trust and others as set forth therein
with the SEC on April 7, 1999 ("Amendment No. 3"), as amended by Pre-Effective
Amendment No. 4 to the Initial Registration Statement, as filed by the Company,
the Trust and others as set forth therein with the SEC on April 26, 1999
("Amendment No. 4"), including a preliminary prospectus (the "Prospectus"),
relating to the Subordinated Income Capital Securities of the Trust representing
undivided beneficial interests in the assets of the Trust (each, a "Capital
Security" and collectively, the "Capital Securities") (the Initial Registration
Statement, as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3 and
Amendment No. 4, is hereinafter referred to as the "Original Registration
Statement");
(d) A Registration Statement (the "462-B Registration Statement") on
Form S-3, as proposed to be filed by the Company, the Trust and others as set
forth therein with the SEC on or about April 29, 1999, including the Prospectus,
relating to the Capital Securities (the Original Registration Statement and the
462-B Registration Statement are hereinafter collectively referred to as the
"Registration Statements"):
(e) A form of Amended and Restated Declaration of Trust, to be entered
into among the Company, as sponsor, the trustees of the Trust named therein, and
the holders, from time to time, of undivided beneficial interests in the Trust
(including Exhibits A and B thereto) (the "Declaration"), attached as an exhibit
to the Registration Statements; and
(f) A Certificate of Good Standing for the Trust, dated April 29,
1999, obtained from the Secretary of State.
Initially capitalized terms used herein and not otherwise defined are
used as defined in the Declaration.
For purposes of this opinion, we have not reviewed any documents other
than the documents listed above, and we have assumed that there exists no
provision in any document that we have not reviewed that bears upon or is
inconsistent with the opinions stated herein. We have conducted no independent
factual investigation of our own but rather have relied solely upon the
foregoing documents, the statements and information set forth therein and the
additional matters recited or assumed herein, all of which we have assumed to be
true, complete and accurate in all material respects.
With respect to all documents examined by us, we have assumed (i) the
authenticity of all documents submitted to us as authentic originals, (ii) the
conformity with the originals of all documents submitted to us as copies or
forms, and (iii) the genuineness of all signatures.
For purposes of this opinion, we have assumed (i) that the Declaration
constitutes the entire agreement among the parties thereto with respect to the
subject matter thereof, including with respect to the creation, operation and
termination of the Trust, and that the Declaration and the Certificate are in
full force and effect and have not been amended, (ii) except to the extent
provided in paragraph 1 below, the due creation or due organization or due
formation, as the case may be, and valid existence in good standing of each
party to the documents examined by us under the laws of the jurisdiction
governing its creation, organization or formation, (iii) the legal capacity of
natural persons who are parties to the documents examined by us, (iv) that each
of the parties to the documents examined by us has the power and
<PAGE>
Great-West Life & Annuity Insurance Capital I
April 7, 1999
Page 3
authority to execute and deliver, and to perform its obligations under, such
documents, (v) the due authorization, execution and delivery by all parties
thereto of all documents examined by us, (vi) the receipt by each Person to whom
a Capital Security is to be issued by the Trust (collectively, the "Capital
Security Holders") of a certificate evidencing the Capital Security and the
payment for the Capital Security acquired by it, in accordance with the
Declaration and the Registration Statements, and (vii) that the Capital
Securities are issued and sold to the Capital Security Holders in accordance
with the Declaration and the Registration Statements. We have not participated
in the preparation of the Registration Statements and assume no responsibility
for its contents.
This opinion is limited to the laws of the State of Delaware
(excluding the securities and blue sky laws of the State of Delaware), and we
have not considered and express no opinion on the laws of any other
jurisdiction, including federal laws and rules and regulations relating thereto.
Our opinions are rendered only with respect to Delaware laws and rules,
regulations and orders thereunder that are currently in effect.
Based upon the foregoing, and upon our examination of such questions
of law and statutes of the State of Delaware as we have considered necessary or
appropriate, and subject to the assumptions, qualifications, limitations and
exceptions set forth herein, we are of the opinion that:
1. The Trust has been duly created and is validly existing in good
standing as a business trust under the Delaware Business Trust Act, 12 Del. C.
(S) 3801, et seq.
2. The Capital Securities will represent valid and, subject to the
qualifications set forth in paragraph 3 below, fully paid and nonassessable
undivided beneficial interests in the assets of the Trust.
3. The Capital Security Holders, as beneficial owners of the Trust,
will be entitled to the same limitation of personal liability extended to
stockholders of private corporations for profit organized under the General
Corporation Law of the State of Delaware. We note that the Capital Security
Holders may be obligated, pursuant to the Declaration, to (a) provide indemnity
and/or security in connection with, and pay taxes or governmental charges
arising from, transfers of Capital Securities and the issuance of replacement
Capital Securities, and (b) provide security or indemnity in connection with
requests of or directions to the Property Trustee to exercise its rights and
powers under the Declaration.
<PAGE>
Great-West Life & Annuity Insurance Capital I
April 7, 1999
Page 4
We consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statements. In addition,
we hereby consent to the use of our name under the heading "Legal Matters" in
the Prospectus. In giving the foregoing consents, we do not thereby admit that
we come within the category of Persons whose consent is required under Section 7
of the Securities Act of 1933, as amended, or the rules and regulations of the
SEC thereunder.
Very truly yours,
/s/ Richards, Layton & Finger, P.A.
<PAGE>
Exhibit 5.2
April 29, 1999
Great-West Life & Annuity Insurance Capital I
GWL&A Financial Inc.
c/o GWL&A Financial Inc.
8515 East Orchard
Englewood, Colorado 80111
Ladies and Gentlemen:
We have acted as special counsel to Great-West Life & Annuity
Insurance Capital I, a Delaware business trust (the "Trust"), and GWL&A
Financial Inc., a Delaware corporation (the "Company"), in connection with the
registration by the Trust and the Company under the Securities Act of 1933, as
amended (the "Securities Act"), of (i) the Trust's Subordinated Capital Income
Securities (liquidation amount of $25 per security) (the "Capital Securities"),
(ii) the Company's Junior Subordinated Debentures due 2048 (the "Debentures")
and (iii) the guarantee of the Capital Securities by the Company for the benefit
of the holders from time to time of the Capital Securities (the "Guarantee").
The Capital Securities will be issued under an amended and restated declaration
of trust of the Trust among the Company and the trustees named therein (the
"Amended and Restated Declaration of Trust"). The Debentures will be issued
under an indenture between the Company and the trustee named therein (the
"Indenture"). The Guarantee will be issued under a guarantee agreement between
the Company and the trustee named therein (the "Guarantee Agreement"). The
Capital Securities, the Debentures and the Guarantee are being registered by the
Trust and the Company pursuant to (i) a Registration Statement on Form S-3 (Nos.
333-64473 and 333-64473-01) (the "Initial Registration Statement") filed with
the Securities and Exchange Commission (the "Commission") on September 28, 1998,
as amended by Amendment No. 1 to the Registration Statement, filed with the
Commission on November 5, 1998, by Amendment No. 2 to the Registration Statement
filed on November 13, 1998, by Amendment No. 3 to the Registration Statement
filed on April 8, 1999 and by Amendment No. 4 to the Registration Statement
filed on April 26, 1999; and (ii) a Registration Statement on Form S-3 (the
"462(b) Registration Statement"; and, together with the Initial Registration
Statement, the "Registration Statements"), filed with the Commission on the date
of this opinion.
In arriving at the opinions expressed below, we have reviewed the
following documents:
<PAGE>
Great-West Life & Annuity Insurance Capital I
GWL&A Financial Inc., p. 2
(a) the Registration Statements, the related Prospectus and the
documents incorporated by reference therein;
(b a form of the Amended and Restated Declaration of Trust, filed
as an exhibit to the Registration Statements;
(c) a form of the Indenture, filed as an exhibit to the Registration
Statements;
(d) a form of the Guarantee Agreement, filed as an exhibit to the
Registration Statements; and
(e) certain resolutions of the Board of Directors of the Company
(the "Resolutions").
In addition, we have reviewed the originals or copies certified or otherwise
identified to our satisfaction of all such corporate records of the Company and
the Trust and such other instruments and other certificates of public officials,
officers and representatives of the Company and the Trust and such other
persons, and we have made such investigations of law, as we have deemed
appropriate as a basis for the opinions expressed below.
In rendering the opinions expressed below, we have assumed the
authenticity of all documents submitted to us as originals and the conformity to
the originals of all documents submitted to us as copies. In addition, we have
assumed and have not verified (i) the accuracy as to factual matters of each
document we have reviewed, (ii) that the Amended and Restated Declaration of
Trust and the Capital Securities will conform to the form thereof that we have
reviewed and that the Capital Securities will be duly authenticated in
accordance with the terms of the Amended and Restated Declaration of Trust,
(iii) that the Indenture and the Debentures will conform to the form thereof
that we have reviewed and that the Debentures will be duly authenticated in
accordance with the terms of the Indenture, and (iv) that the Guarantee
Agreement will conform to the form thereof that we have reviewed.
Based on the foregoing, and subject to the further assumptions and
qualifications set forth below, it is our opinion that:
1. With respect to the Debentures, when (a) the Indenture has been
duly qualified under the Trust Indenture Act of 1939, as amended (the "Trust
Indenture Act"), (b) the Indenture has been duly executed and delivered, (c) the
Debentures have been duly executed and delivered by the Company in the manner
provided for in the Indenture, and (d) the Debentures have been issued, sold and
delivered in the manner and at such prices and upon such terms as approved by
the Pricing Committee (as defined in the Resolutions) in accordance with the
Resolutions, upon payment of the consideration provided for therein, the
Debentures to be issued under the Indenture will be the valid, binding and
enforceable obligations of the Company, entitled to the benefits of the
Indenture.
<PAGE>
Great-West Life & Annuity Insurance Capital I
GWL&A Financial Inc., p. 3
2. With respect to the Guarantee, when (a) the Guarantee Agreement
has been duly qualified under the Trust Indenture Act, (b) the Guarantee
Agreement has been duly executed and delivered, (c) the Amended and Restated
Declaration of Trust has been duly executed and delivered, and (d) the Capital
Securities have been issued, sold and delivered in the manner and at such prices
and upon such terms as approved by the Pricing Committee in accordance with the
Resolutions, upon payment of the consideration provided for therein, the
Guarantee will be a valid, binding and enforceable obligation of the Company,
entitled to the benefits of the Guarantee Agreement.
In connection with our opinions expressed above, we have assumed that
(i) the Registration Statements and any amendments thereto (including post-
effective amendments) will have become effective and will comply with all
applicable laws at the time the Capital Securities, the Debentures and the
Guarantee are offered or issued as contemplated by the Registration Statements;
(ii) the Board of Directors of the Company will have taken no further corporate
action with respect to the Debentures and the Guarantee; (iii) the terms of the
Capital Securities and of their issuance and sale will have been duly
established in conformity with the Amended and Restated Declaration so as not to
violate any applicable law and so as to comply with any requirement or
restriction imposed by any court or government body having jurisdiction over the
Trust; (iv) the terms of the Debentures and of their issuance and sale will have
been duly established in conformity with the Indenture so as not to violate any
applicable law and so as to comply with any requirement or restriction imposed
by any court or government body having jurisdiction over the Company; and (v)
the Capital Securities will be issued and sold in compliance with applicable
federal and state laws and in the manner stated in the Registration Statements
and the Prospectus.
Insofar as the foregoing opinion relates to the validity, binding
effect or enforceability of any agreement or obligation of the Company, (a) we
have assumed that each other party to such agreement or obligation will satisfy
those legal requirements that are applicable to it to the extent necessary to
make such agreement or obligation enforceable against it, and (b) such opinion
is subject to applicable bankruptcy, insolvency and similar laws affecting
creditors' rights generally and to general principles of equity.
The foregoing opinion is limited to the federal law of the United
States of America, the law of the State of New York and the General Corporation
Law of the State of Delaware. In particular, we express no opinion as to the
Capital Securities, as to which we understand that you are relying on the
opinion of Richards, Layton & Finger, special Delaware counsel to the Company
and the Trust.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statements and to the reference to our name under the heading
"Legal Matters" in the Prospectus included in the Registration Statements. By
giving such consent, we do not thereby admit that we are experts with respect to
any part of the Registration Statements, including this exhibit, within the
meaning of the term "expert" as used in the Securities Act or the rules and
regulations of the Commission issued thereunder.
<PAGE>
Great-West Life & Annuity Insurance Capital I
GWL&A Financial Inc., p. 4
Very truly yours,
CLEARY, GOTTLIEB, STEEN & HAMILTON
By /s/ David W. Hirsch
-------------------
David W. Hirsch, a Partner
<PAGE>
Exhibit 8.1
[Letterhead of Cleary, Gottlieb, Steen & Hamilton]
April 29, 1999
Great West Life & Annuity Insurance Capital I
GWL&A Financial Inc.
c/o GWL&A Financial Inc.
8515 East Orchard Road
Englewood, Colorado 80111
Ladies and Gentlemen:
We have acted as special counsel to Great-West Life & Annuity
Insurance Capital I, a Delaware business trust (the "Trust"), and GWL&A
Financial Inc., a Delaware corporation (the "Company"), in connection with the
registration by the Trust and the Company under the Securities Act of 1933, as
amended (the "Securities Act"), of (i) the Trust's Subordinated Capital Income
Securities (liquidation amount of $25 per security) (the "Capital Securities"),
(ii) the Company's __% Junior Subordinated Debentures due 2048 (the
"Debentures") and (iii) the guarantee of the Capital Securities by the Company
for the benefit of the holders from time to time of the Capital Securities (the
"Guarantee"). The Capital Securities will be issued under an amended and
restated declaration of trust of the Trust among the Company and the trustees
named therein (the "Amended and Restated Declaration of Trust"). The Debentures
will be issued under an indenture between the Company and the trustee named
therein (the "Indenture"). The Guarantee will be issued under a guarantee
agreement between the Company and the trustee named therein (the "Guarantee
Agreement"). The Capital Securities, the Debentures and the Guarantee are being
registered by the Trust and the Company pursuant to (i) a Registration Statement
on Form S-3 (Nos. 333-64473 and 333-64473-01) (the "Initial Registration
Statement") filed with the Securities and Exchange Commission (the "Commission")
on September 28, 1998, as amended by Amendment No. 1 to the Registration
Statement, filed with the Commission on November 5, 1998, by Amendment No. 2 to
the Registration Statement filed on November 13, 1998, by Amendment No. 3 to the
Registration Statement filed on April 8, 1999 and by Amendment No. 4 to the
Registration Statement filed on April 26, 1999; and (ii) a Registration
Statement on Form S-3 (the "462(b) Registration Statement"; and, together with
the Initial Registration Statement, the "Registration Statements"), filed with
the Commission on the date of this opinion.
<PAGE>
Great-West Life & Annuity Insurance Capital I
GWL&A Financial Inc., p. 2
In arriving at the opinions expressed below, we have examined an
executed copies of the Registration Statements dated the date hereof, which you
have provided us, as well as the forms of (i) the Amended and Restated
Declaration of Trust, (ii) the Indenture and (iii) the Guarantee Agreement, each
of which is filed as an exhibit to the Registration Statements. We have also
examined such other documents relating to the issuance of the Debentures, the
Capital Securities and the Guarantee described in the prospectus which form a
part of the Registration Statements (the Amended and Restated Declaration of
Trust, the Indenture, the Guarantee Agreement and such other documents being
referred to herein as the "Operative Documents"). In addition, we have made
such investigations of law as we have deemed appropriate as a basis for the
opinion expressed below.
In rendering the opinions expressed below, we have assumed the
authenticity of all documents submitted to us as originals and the conformity to
the originals of all documents submitted to us as copies. In addition, we have
assumed and have not verified (i) the accuracy as to factual matters of each
document we have reviewed, (ii) that the Amended and Restated Declaration of
Trust and the Capital Securities will conform to the form thereof that we have
reviewed, (iii) that the Indenture and the Debentures will conform to the form
thereof that we have reviewed, and (iv) that the Guarantee Agreement will
conform to the form thereof that we have reviewed.
Based on the foregoing, and subject to the assumptions, qualifications
and conditions set forth herein and in the discussion set forth in the
Registration Statements under the caption "U.S. Federal Income Tax
Consequences," and the accuracy of certain representations of the Company and
the Trust, it is our opinion that:
1. Under current law and assuming the performance of the Operative
Documents in accordance with the terms described therein, the Debentures will be
treated for United States federal income tax purposes as indebtedness of the
Company.
2. Under current law and assuming the performance of the Operative
Documents in accordance with the terms described therein, the Trust will be
treated for United States federal income tax purposes as a grantor trust and not
as an association taxable as a corporation.
Our opinion is based on the U.S. Internal Revenue Code of 1986, as
amended, Treasury regulations promulgated thereunder, and administrative and
judicial interpretations thereof, all as of the date hereof and all of which are
subject to change, possibly on a retroactive basis. In rendering this opinion,
we are expressing our views only as to the federal income tax laws of the United
States of America.
<PAGE>
Great-West Life & Annuity Insurance Capital I
GWL&A Financial Inc., p. 3
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statements and to the reference to our name under the heading "U.S.
Federal Income Tax Consequences" in the Prospectus included in the Registration
Statements. By giving such consent, we do not thereby admit that we are experts
with respect to any part of the Registration Statements, including this exhibit,
within the meaning of the term "expert" as used in the Securities Act or the
rules and regulations of the Commission issued thereunder.
Very truly yours,
CLEARY, GOTTLIEB, STEEN & HAMILTON
By /s/ Erika W. Nijenhuis
---------------------------------------
Erika W. Nijenhuis, a Partner
<PAGE>
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement on
Form S-3 of Great-West Life & Annuity Insurance Capital I and GWL&A Financial
Inc. of (i) our reports dated January 25, 1999, appearing and incorporated by
reference in Registration Statement Nos. 333-64473 and 333-64473-01, and (ii)
the reference to us under the heading "Experts" as contained in Registration
Statement Nos. 333-64473 and 333-64473-01.
/s/ Deloitte & Touche LLP
- -------------------------------
DELOITTE & TOUCHE LLP
Denver, Colorado
April 29, 1999
<PAGE>
Exhibit 24
POWER OF ATTORNEY
RE
GWL&A FINANCIAL INC.
Know all men by these presents, that I, W.T. McCallum, a Member of the Board of
Directors of GWL&A Financial Inc., a Delaware corporation, do hereby constitute
and appoint each of D.C. Lennox and M.T.G. Graye as my true and lawful attorney
and agent for me and in my name and on my behalf to do, individually and without
the concurrence of the other attorney and agent, any and all acts and things and
to execute any and all instruments which either said attorney and agent may deem
necessary or desirable to enable GWL&A Financial Inc. to comply with the
Securities Act of 1933 and any rules, regulations, and requirements of the
Securities and Exchange Commission thereunder, in connection with the
registration under said Act of trust preferred securities issued by GWL&A
Financial Inc.'s wholly owned subsidiary, Great-West Life & Annuity Capital I,
including specifically, but without limiting the generality of the foregoing,
power and authority to sign my name, in my capacity as a Member of the Board of
Directors of GWL&A Financial Inc., to a Registration Statement (Form S-3) of
GWL&A Financial Inc., and to any and all amendments thereto, and I hereby ratify
and confirm all that either said attorney and agent shall do or cause to be done
by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 28th day of April, 1999.
/s/ W.T. McCallum
--------------------------------
Director
GWL&A Financial Inc.
Witness: /s/ D.C. Lennox
-----------------------
D.C. Lennox
<PAGE>
POWER OF ATTORNEY
RE
GWL&A FINANCIAL INC.
Know all men by these presents, that I, James Balog, a Member of the Board of
Directors of GWL&A Financial Inc., a Delaware corporation, do hereby constitute
and appoint each of D.C. Lennox and M.T.G. Graye as my true and lawful attorney
and agent for me and in my name and on my behalf to do, individually and without
the concurrence of the other attorney and agent, any and all acts and things and
to execute any and all instruments which either said attorney and agent may deem
necessary or desirable to enable GWL&A Financial Inc. to comply with the
Securities Act of 1933 and any rules, regulations, and requirements of the
Securities and Exchange Commission thereunder, in connection with the
registration under said Act of trust preferred securities issued by GWL&A
Financial Inc.'s wholly owned subsidiary, Great-West Life & Annuity Capital I,
including specifically, but without limiting the generality of the foregoing,
power and authority to sign my name, in my capacity as a Member of the Board of
Directors of GWL&A Financial Inc., to a Registration Statement (Form S-3) of
GWL&A Financial Inc., and to any and all amendments thereto, and I hereby ratify
and confirm all that either said attorney and agent shall do or cause to be done
by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 29th day of April, 1999.
/s/ James Balog
--------------------------------
Director
GWL&A Financial Inc.
Witness: /s/ Alvina B. Balog
-----------------------
Alvina B. Balog
<PAGE>
POWER OF ATTORNEY
RE
GWL&A FINANCIAL INC.
Know all men by these presents, that I, James W. Burns, a Member of the Board of
Directors of GWL&A Financial Inc., a Delaware corporation, do hereby constitute
and appoint each of D.C. Lennox and M.T.G. Graye as my true and lawful attorney
and agent for me and in my name and on my behalf to do, individually and without
the concurrence of the other attorney and agent, any and all acts and things and
to execute any and all instruments which either said attorney and agent may deem
necessary or desirable to enable GWL&A Financial Inc. to comply with the
Securities Act of 1933 and any rules, regulations, and requirements of the
Securities and Exchange Commission thereunder, in connection with the
registration under said Act of trust preferred securities issued by GWL&A
Financial Inc.'s wholly owned subsidiary, Great-West Life & Annuity Capital I,
including specifically, but without limiting the generality of the foregoing,
power and authority to sign my name, in my capacity as a Member of the Board of
Directors of GWL&A Financial Inc., to a Registration Statement (Form S-3) of
GWL&A Financial Inc., and to any and all amendments thereto, and I hereby ratify
and confirm all that either said attorney and agent shall do or cause to be done
by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 29th day of April, 1999.
/s/ James W. Burns
-----------------------------
Director
GWL&A Financial Inc.
Witness: /s/ D.C. Lennox
-----------------------
D.C. Lennox
<PAGE>
POWER OF ATTORNEY
RE
GWL&A FINANCIAL INC.
Know all men by these presents, that I, Orest T. Dackow, a Member of the Board
of Directors of GWL&A Financial Inc., a Delaware corporation, do hereby
constitute and appoint each of D.C. Lennox and M.T.G. Graye as my true and
lawful attorney and agent for me and in my name and on my behalf to do,
individually and without the concurrence of the other attorney and agent, any
and all acts and things and to execute any and all instruments which either said
attorney and agent may deem necessary or desirable to enable GWL&A Financial
Inc. to comply with the Securities Act of 1933 and any rules, regulations, and
requirements of the Securities and Exchange Commission thereunder, in connection
with the registration under said Act of trust preferred securities issued by
GWL&A Financial Inc.'s wholly owned subsidiary, Great-West Life & Annuity
Capital I, including specifically, but without limiting the generality of the
foregoing, power and authority to sign my name, in my capacity as a Member of
the Board of Directors of GWL&A Financial Inc., to a Registration Statement
(Form S-3) of GWL&A Financial Inc., and to any and all amendments thereto, and I
hereby ratify and confirm all that either said attorney and agent shall do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 29th day of April, 1999.
/s/ Orest T. Dackow
--------------------
Director
GWL&A Financial Inc.
Witness: /s/ D.C. Lennox
-----------------------
D.C. Lennox
<PAGE>
POWER OF ATTORNEY
RE
GWL&A FINANCIAL INC.
Know all men by these presents, that I, Robert G. Graham, a Member of the Board
of Directors of GWL&A Financial Inc., a Delaware corporation, do hereby
constitute and appoint each of D.C. Lennox and M.T.G. Graye as my true and
lawful attorney and agent for me and in my name and on my behalf to do,
individually and without the concurrence of the other attorney and agent, any
and all acts and things and to execute any and all instruments which either said
attorney and agent may deem necessary or desirable to enable GWL&A Financial
Inc. to comply with the Securities Act of 1933 and any rules, regulations, and
requirements of the Securities and Exchange Commission thereunder, in connection
with the registration under said Act of trust preferred securities issued by
GWL&A Financial Inc.'s wholly owned subsidiary, Great-West Life & Annuity
Capital I, including specifically, but without limiting the generality of the
foregoing, power and authority to sign my name, in my capacity as a Member of
the Board of Directors of GWL&A Financial Inc., to a Registration Statement
(Form S-3) of GWL&A Financial Inc., and to any and all amendments thereto, and I
hereby ratify and confirm all that either said attorney and agent shall do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 29th day of April, 1999.
/s/ Robert G. Graham
---------------------
Director
GWL&A Financial Inc.
Witness: /s/ L. Robin Graham
-----------------------
L. Robin Graham
<PAGE>
POWER OF ATTORNEY
RE
GWL&A FINANCIAL INC.
Know all men by these presents, that I, Robert Gratton, a Member of the Board of
Directors of GWL&A Financial Inc., a Delaware corporation, do hereby constitute
and appoint each of D.C. Lennox and M.T.G. Graye as my true and lawful attorney
and agent for me and in my name and on my behalf to do, individually and without
the concurrence of the other attorney and agent, any and all acts and things and
to execute any and all instruments which either said attorney and agent may deem
necessary or desirable to enable GWL&A Financial Inc. to comply with the
Securities Act of 1933 and any rules, regulations, and requirements of the
Securities and Exchange Commission thereunder, in connection with the
registration under said Act of trust preferred securities issued by GWL&A
Financial Inc.'s wholly owned subsidiary, Great-West Life & Annuity Capital I,
including specifically, but without limiting the generality of the foregoing,
power and authority to sign my name, in my capacity as a Member of the Board of
Directors of GWL&A Financial Inc., to a Registration Statement (Form S-3) of
GWL&A Financial Inc., and to any and all amendments thereto, and I hereby ratify
and confirm all that either said attorney and agent shall do or cause to be done
by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 29th day of April, 1999.
/s/ Robert Gratton
-------------------
Director
GWL&A Financial Inc.
Witness: /s/ Nicole Barolet
-----------------------
Nicole Barolet
<PAGE>
POWER OF ATTORNEY
RE
GWL&A FINANCIAL INC.
Know all men by these presents, that I, N. Berne Hart, a Member of the Board of
Directors of GWL&A Financial Inc., a Delaware corporation, do hereby constitute
and appoint each of D.C. Lennox and M.T.G. Graye as my true and lawful attorney
and agent for me and in my name and on my behalf to do, individually and without
the concurrence of the other attorney and agent, any and all acts and things and
to execute any and all instruments which either said attorney and agent may deem
necessary or desirable to enable GWL&A Financial Inc. to comply with the
Securities Act of 1933 and any rules, regulations, and requirements of the
Securities and Exchange Commission thereunder, in connection with the
registration under said Act of trust preferred securities issued by GWL&A
Financial Inc.'s wholly owned subsidiary, Great-West Life & Annuity Capital I,
including specifically, but without limiting the generality of the foregoing,
power and authority to sign my name, in my capacity as a Member of the Board of
Directors of GWL&A Financial Inc., to a Registration Statement (Form S-3) of
GWL&A Financial Inc., and to any and all amendments thereto, and I hereby ratify
and confirm all that either said attorney and agent shall do or cause to be done
by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 29th day of April, 1999.
/s/ N. Berne Hart
------------------
Director
GWL&A Financial Inc.
Witness: /s/ Wilma S. Hart
----------------------
Wilma S. Hart
<PAGE>
POWER OF ATTORNEY
RE
GWL&A FINANCIAL INC.
Know all men by these presents, that I, Kevin P. Kavanagh, a Member of the Board
of Directors of GWL&A Financial Inc., a Delaware corporation, do hereby
constitute and appoint each of D.C. Lennox and M.T.G. Graye as my true and
lawful attorney and agent for me and in my name and on my behalf to do,
individually and without the concurrence of the other attorney and agent, any
and all acts and things and to execute any and all instruments which either said
attorney and agent may deem necessary or desirable to enable GWL&A Financial
Inc. to comply with the Securities Act of 1933 and any rules, regulations, and
requirements of the Securities and Exchange Commission thereunder, in connection
with the registration under said Act of trust preferred securities issued by
GWL&A Financial Inc.'s wholly owned subsidiary, Great-West Life & Annuity
Capital I, including specifically, but without limiting the generality of the
foregoing, power and authority to sign my name, in my capacity as a Member of
the Board of Directors of GWL&A Financial Inc., to a Registration Statement
(Form S-3) of GWL&A Financial Inc., and to any and all amendments thereto, and I
hereby ratify and confirm all that either said attorney and agent shall do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 29th day of April, 1999.
/s/ Kevin P. Kavanagh
----------------------
Director
GWL&A Financial Inc.
Witness: /s/ E.M. Kavanagh
-----------------------
E.M. Kavanagh
<PAGE>
POWER OF ATTORNEY
RE
GWL&A FINANCIAL INC.
Know all men by these presents, that I, William Mackness, a Member of the Board
of Directors of GWL&A Financial Inc., a Delaware corporation, do hereby
constitute and appoint each of D.C. Lennox and M.T.G. Graye as my true and
lawful attorney and agent for me and in my name and on my behalf to do,
individually and without the concurrence of the other attorney and agent, any
and all acts and things and to execute any and all instruments which either said
attorney and agent may deem necessary or desirable to enable GWL&A Financial
Inc. to comply with the Securities Act of 1933 and any rules, regulations, and
requirements of the Securities and Exchange Commission thereunder, in connection
with the registration under said Act of trust preferred securities issued by
GWL&A Financial Inc.'s wholly owned subsidiary, Great-West Life & Annuity
Capital I, including specifically, but without limiting the generality of the
foregoing, power and authority to sign my name, in my capacity as a Member of
the Board of Directors of GWL&A Financial Inc., to a Registration Statement
(Form S-3) of GWL&A Financial Inc., and to any and all amendments thereto, and I
hereby ratify and confirm all that either said attorney and agent shall do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 28th day of April, 1999.
/s/ William Mackness
---------------------
Director
GWL&A Financial Inc.
Witness: /s/ D. Mackness
-----------------------
D. Mackness
<PAGE>
POWER OF ATTORNEY
RE
GWL&A FINANCIAL INC.
Know all men by these presents, that I, Jerry E. A. Nickerson, a Member of the
Board of Directors of GWL&A Financial Inc., a Delaware corporation, do hereby
constitute and appoint each of D.C. Lennox and M.T.G. Graye as my true and
lawful attorney and agent for me and in my name and on my behalf to do,
individually and without the concurrence of the other attorney and agent, any
and all acts and things and to execute any and all instruments which either said
attorney and agent may deem necessary or desirable to enable GWL&A Financial
Inc. to comply with the Securities Act of 1933 and any rules, regulations, and
requirements of the Securities and Exchange Commission thereunder, in connection
with the registration under said Act of trust preferred securities issued by
GWL&A Financial Inc.'s wholly owned subsidiary, Great-West Life & Annuity
Capital I, including specifically, but without limiting the generality of the
foregoing, power and authority to sign my name, in my capacity as a Member of
the Board of Directors of GWL&A Financial Inc., to a Registration Statement
(Form S-3) of GWL&A Financial Inc., and to any and all amendments thereto, and I
hereby ratify and confirm all that either said attorney and agent shall do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 29th day of April, 1999.
/s/ Jerry E. A. Nickerson
--------------------------
Director
GWL&A Financial Inc.
Witness: /s/ M. Lynne Reid
-----------------------
M. Lynne Reid
<PAGE>
POWER OF ATTORNEY
RE
GWL&A FINANCIAL INC.
Know all men by these presents, that I, P. Michael Pitfield, a Member of the
Board of Directors of GWL&A Financial Inc., a Delaware corporation, do hereby
constitute and appoint each of D.C. Lennox and M.T.G. Graye as my true and
lawful attorney and agent for me and in my name and on my behalf to do,
individually and without the concurrence of the other attorney and agent, any
and all acts and things and to execute any and all instruments which either said
attorney and agent may deem necessary or desirable to enable GWL&A Financial
Inc. to comply with the Securities Act of 1933 and any rules, regulations, and
requirements of the Securities and Exchange Commission thereunder, in connection
with the registration under said Act of trust preferred securities issued by
GWL&A Financial Inc.'s wholly owned subsidiary, Great-West Life & Annuity
Capital I, including specifically, but without limiting the generality of the
foregoing, power and authority to sign my name, in my capacity as a Member of
the Board of Directors of GWL&A Financial Inc., to a Registration Statement
(Form S-3) of GWL&A Financial Inc., and to any and all amendments thereto, and I
hereby ratify and confirm all that either said attorney and agent shall do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 29th day of April, 1999.
/s/ P. Michael Pitfield
------------------------
Director
GWL&A Financial Inc.
Witness: /s/ Diane Meilleur
-----------------------
Diane Meilleur
<PAGE>
POWER OF ATTORNEY
RE
GWL&A FINANCIAL INC.
Know all men by these presents, that I, Michel Plessis-Belair, a Member of the
Board of Directors of GWL&A Financial Inc., a Delaware corporation, do hereby
constitute and appoint each of D.C. Lennox and M.T.G. Graye as my true and
lawful attorney and agent for me and in my name and on my behalf to do,
individually and without the concurrence of the other attorney and agent, any
and all acts and things and to execute any and all instruments which either said
attorney and agent may deem necessary or desirable to enable GWL&A Financial
Inc. to comply with the Securities Act of 1933 and any rules, regulations, and
requirements of the Securities and Exchange Commission thereunder, in connection
with the registration under said Act of trust preferred securities issued by
GWL&A Financial Inc.'s wholly owned subsidiary, Great-West Life & Annuity
Capital I, including specifically, but without limiting the generality of the
foregoing, power and authority to sign my name, in my capacity as a Member of
the Board of Directors of GWL&A Financial Inc., to a Registration Statement
(Form S-3) of GWL&A Financial Inc., and to any and all amendments thereto, and I
hereby ratify and confirm all that either said attorney and agent shall do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 29th day of April, 1999.
/s/ Michel Plessis-Belair
--------------------------
Director
GWL&A Financial Inc.
Witness: /s/ Danielle Durocher
-----------------------
Danielle Durocher
<PAGE>
POWER OF ATTORNEY
RE
GWL&A FINANCIAL INC.
Know all men by these presents, that I, Brian E. Walsh, a Member of the Board of
Directors of GWL&A Financial Inc., a Delaware corporation, do hereby constitute
and appoint each of D.C. Lennox and M.T.G. Graye as my true and lawful attorney
and agent for me and in my name and on my behalf to do, individually and without
the concurrence of the other attorney and agent, any and all acts and things and
to execute any and all instruments which either said attorney and agent may deem
necessary or desirable to enable GWL&A Financial Inc. to comply with the
Securities Act of 1933 and any rules, regulations, and requirements of the
Securities and Exchange Commission thereunder, in connection with the
registration under said Act of trust preferred securities issued by GWL&A
Financial Inc.'s wholly owned subsidiary, Great-West Life & Annuity Capital I,
including specifically, but without limiting the generality of the foregoing,
power and authority to sign my name, in my capacity as a Member of the Board of
Directors of GWL&A Financial Inc., to a Registration Statement (Form S-3) of
GWL&A Financial Inc., and to any and all amendments thereto, and I hereby ratify
and confirm all that either said attorney and agent shall do or cause to be done
by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 29th day of April, 1999.
/s/ Brian E. Walsh
-------------------
Director
GWL&A Financial Inc.
Witness: /s/ Margaret Canty
-----------------------
Margaret Canty
