SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF
SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF
THE SECURITIES EXCHANGE ACT OF 1934
GREAT-WEST LIFE & ANNUITY INSURANCE CAPITAL I GWL&A FINANCIAL INC.
(Exact name of registrant (Exact name of registrant
as specified in charter) as specified in charter)
Delaware Delaware
(State or other jurisdiction of (State or other jurisdiction of
incorporation or organization) incorporation or organization)
52-2133316 84-1474245
(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 of
principal executive office for both registrants)
If this form relates to the If this form relates to the registration
registration of a class of of a class of securities pursuant to
securities pursuant to Section Section 12(g) of the Exchange Act and is
12(b) of the Exchange Act and is effective pursuant to General Instruction
effective pursuant to General A.(d), please check the following box. /_/
Instruction A.(c), please check
the following box /X/
Securities Act registration statement file number to
which this form relates: 333-64473
333-64473-01
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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% Subordinated Capital New York Stock Exchange, Inc.
Income Securities
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of class)
<PAGE>
Item 1. Description of Registrant's Securities to be Registered.
The % Capital Income Securities will be issued by Great-West Life &
Annuity Insurance Capital I and guaranteed by GWL&A Financial Inc. as described
in the guarantee of GWL&A Financial Inc. The terms of the securities to be
registered hereunder are described in the Prospectus included in the
Registration Statement on Form S-3 (Nos. 333-64473 and 333-64473-01) of
Great-West Life & Annuity Insurance Capital I and GWL&A Financial Inc. (the "S-3
Registration Statement"), as amended to date, and will be described in a
Prospectus to be filed with the Securities and Exchange Commission pursuant to
Rule 424(b) under the Securities Act of 1933, as amended. Such descriptions are
incorporated by reference herein.
Item 2. Exhibits
The following exhibits are hereby incorporated by reference from the S-3
Registration Statement:
4.1 Certificate of Trust of Great-West Life & Annuity Insurance
Capital I.
4.2 Form of Amended and Restated Declaration of Trust of Great-West Life
& Annuity Insurance Capital I.
4.3 Form of Indenture between GWL&A Financial Inc. and The Bank of New
York, as Trustee.
4.4 Form of Guarantee Agreement between GWL&A Financial Inc. and The Bank
of New York, as Trustee.
4.5 Form of Capital Security (included in Item 4.2 above).
4.6 Form of Subordinated Debt Security (included in Item 4.3 above).
<PAGE>
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized.
Great-West Life & Annuity Insurance
Capital I
/s/ Mitchell T.G. Graye
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Name: Mitchell T.G. Graye
Title: Executive Vice President and Chief
Financial Officer
April 27, 1999
GWL&A Financial Inc.
/s/ Mitchell T.G. Graye
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Name: Mitchell T.G. Graye
Title: Executive Vice President and Chief
Financial Officer
April 27, 1999
