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SA&B Draft 6/12/00
As filed with the Securities and Exchange Commission on June __, 2000.
Registration No. 811-
FORM N-8B-2
REGISTRATION STATEMENT OF UNIT INVESTMENT TRUSTS
WHICH ARE CURRENTLY ISSUING SECURITIES
Pursuant to Section 8(b) of the Investment Company Act of 1940
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
GE CAPITAL LIFE SEPARATE ACCOUNT III
(Name of Unit Investment Trust)
GE CAPITAL LIFE ASSURANCE COMPANY OF NEW YORK
(Name of Depositor)
125 Park Avenue, 6/th/ Floor
New York, New York 10017-5529
(Address of Principal Office of Registrant)
Issuer of periodic payment plan certificates
only for purposes of information provided herein
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I.
ORGANIZATIONAL AND GENERAL INFORMATION
1. (a) Furnish name of the trust and the Internal Revenue Service
Employer Identification Number.
The GE Capital Life Separate Account III (the "Separate Account").
The Trust does not have an Internal Revenue Service Employer
Identification Number.
(b) Furnish title of each class or series of securities issued by the
trust.
The Separate Account issues flexible premium variable joint and last
survivor life insurance policies, as well as other variable life
insurance policies, (the "Policy") for individuals and groups.
2. Furnish name and principal business address and ZIP code and the Internal
Revenue Service Employer Identification number of each depositor of the
trust.
GE Capital Life Assurance Company of New York ("GE Capital Life")
125 Park Avenue, 6/th/ Floor
New York, New York 10017-5529
Internal Revenue Service Employer
Identification Number: 22-2882416.
3. Furnish name and principal business address and ZIP code and the Internal
Revenue Service Employer Identification Number of each custodian or trustee
of the trust indicating for which class or series of securities each
custodian or trustee is acting.
Not applicable. GE Capital Life will hold in its own custody all of
the securities.
4. Furnish name and principal business address and ZIP code and the Internal
Revenue Service Employer Identification Number of each principal
underwriter currently distributing securities of the trust.
Distribution of the Policies has not commenced. The Depositor has
entered into a Principal Underwriter Agreement with Capital Brokerage
Corporation ("CBC"). The principal business address of CBC is 6630
West Broad Street, P.O. Box 26266, Richmond, Virginia 23261. CBC's
Identification Number is 91-1143830.
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5. Furnish name of state or other sovereign power, the laws of which govern
with respect to the organization of the trust.
State of New York.
6. (a) Furnish the dates of execution and termination of any indenture
or agreement currently in effect under the terms of which the trust
was organized and issued or proposes to issue securities.
Not applicable. There is no such indenture or agreement. The
Board of Directors of GE Capital Life established the Separate
Account as a separate investment account under New York law on
March 20, 2000. The Separate Account is subject to regulation by
the Superintendent of Insurance of the State of New York.
(b) Furnish the dates of execution and termination of any indenture or
agreement currently in effect pursuant to which the proceeds of
payments on securities issued or to be issued by the trust are held by
the custodian or trustee.
Not applicable. GE Capital Life intends to act as its own
custodian for safekeeping of the Separate Account's assets.
7. Furnish in chronological order the following information with respect to
each change of name of the trust since January 1, 1930. If the name has
never been changed, so state.
The Separate Account's name has never been changed.
8. State the date on which the fiscal year of the trust ends.
December 31.
Material Litigation
-------------------
9. Furnish a description of any pending legal proceedings, material with
respect to the security holders of the trust by reason of the nature of the
claim or the amount thereof, to which the trust, the depositor, or the
principal underwriter is a party or of which the assets of the trust are
the subject, including the substance of the claims involved in such
proceeding and the title of the proceeding. Furnish a similar statement
with respect to any pending administrative proceeding commenced by a
governmental authority or any such proceeding or legal proceeding known to
be contemplated by a governmental authority. Include any proceeding which,
although immaterial itself, is representative of, or one of, a group which
in the aggregate is material.
There are no pending legal proceedings commenced by, or known to be
contemplated by, a governmental authority and no pending legal
proceedings,
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material with respect to prospective purchasers on the policies to
which the Separate Account, or the general account of GE Capital Life
or CBC is a party.
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II.
GENERAL DESCRIPTION OF THE TRUST
AND SECURITIES OF THE TRUST
General Information Concerning the Securities of the Trust and the Rights of
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Holders
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10. Furnish a brief statement with respect to the following matters for each
class or series of securities issued by the trust:
(a) Whether the securities are of the registered or bearer type.
The Policies to be issued are of the registered type insofar as a
Policy is personal to the owner of the Policy ("Owner") and the
records concerning an Owner are maintained by or on behalf of GE
Capital Life.
(b) Whether the securities are of the cumulative or distributive type.
The Policy is of the cumulative type providing for no direct
distribution of income, dividends, or capital gains. Rather, such
amounts are reflected in the Account Value and death benefits of
the Policy.
(c) The rights of security holders with respect to withdrawal or
redemption.
Incorporated herein by reference to the Registration Statement
filed on March 21, 2000 as part of a registration statement on
Form S-6 under the Securities Act of 1933 (File No. 333-32908)
(the "Registration Statement") describing flexible premium
variable life insurance policies, specifically the sections
entitled "Charges and Deductions," "How Your Account Value
Varies," and "Surrenders and Partial Withdrawals."
(d) The rights of security holders with respect to conversion, transfer,
partial redemption, and similar matters.
Incorporated herein by reference to the sections of the
Registration Statement entitled "The Portfolios," "Charges and
Deductions," "How Your Account Value Varies," "Transfers," "Death
Benefits," and "Surrenders and Partial Withdrawals."
(e) If the trust is the issuer of periodic payment plan certificates, the
substance of the provisions of any indenture or agreement with respect
to lapses or defaults by security holders in making principal
payments, and with respect to reinstatement.
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Incorporated herein by reference to the section of the
Registration Statement entitled "Termination."
(f) The substance of the provisions of any indenture or agreement with
respect to voting rights, together with the names of any persons other
than security holders given the right to exercise voting rights
pertaining to the trust's securities or the underlying securities and
the relationship of such persons to the trust.
Incorporated herein by reference to the section of the
Registration Statement entitled "The Portfolios."
(g) Whether security holders must be given notice of any change in:
(1) The composition of the assets of the trust.
(2) The terms and conditions of the securities issued by the trust.
(3) The provisions of any indenture or agreement of the trust.
(4) The identity of the depositor, trustee or custodian.
Incorporated herein by reference to the section of the
Registration Statement entitled "GE Capital Life Assurance of New
York" and "Separate Account III."
(h) Whether the consent of security holders is required in order for
action to be taken concerning any change in:
(1) The composition of the assets of the trust.
Consent of the Owners is not required when changing the
underlying securities of the Separate Account. However, to change
such securities, approval of the Securities and Exchange
Commission is required by Section 26(b) of the Investment Company
Act of 1940 (the "1940 Act").
(2) The terms and conditions of the securities issued by the trust.
Incorporated herein by reference to the section of the
Registration Statement entitled "Separate Account III," and
"Other Policy Information."
(3) The provisions of any indenture or agreement of the trust.
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Not applicable.
(4) The identity of the depositor, trustee or custodian.
No consent of Owners is necessary with respect to any change in
the identity of the depositor or trustee, but a change in the
depositor would be subject to state insurance department review
and approval.
(i) Any other principal feature of the securities issued by the trust or
any other principal right, privilege or obligation not covered by
subdivisions (a) to (g) or by any other item in this form.
Incorporated herein by reference to the section of the Registration
Statement entitled "Other Policy Information."
Information Concerning the Securities Underlying the Trust's Securities
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11. Describe briefly the kind or type of securities comprising the unit of
specified securities in which security holders have an interest. (If the
unit consists of a single security issued by an investment company, name
such investment company and furnish a description of the type of securities
comprising the portfolio of such investment company.)
Incorporated herein by reference to the sections of the Registration
Statement entitled "The Portfolios," and "Separate Account III."
12. If the trust is the issuer of periodic payment plan certificates and if any
underlying securities were issued by another investment company, furnish
the following information for each such company:
(a) Name of company.
(b) Name and principal business address of depositor.
(c) Name and principal business address of trustee or custodian.
(d) Name and principal business address of principal underwriter.
(e) The period during which the securities of such company have been the
underlying securities.
The Separate Account may invest in the securities of various open-end
diversified management investment companies or separate investment
portfolios of such companies. A description of each available option
is set forth in the Registration Statement under the section entitled
"The Portfolios." The Separate Account has not started operations and
does not yet invest in these Funds.
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Information Concerning Load, Fees, Charges and Expenses
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13. (a) Furnish the following information with respect to each load, fee,
expense or charge to which: (1) principal payments, (2) underlying
securities, (3) distributions, (4) cumulated or reinvested
distributions or income, and (5) redeemed or liquidated assets of the
trust's securities are subject:
(A) The nature of such load, fee, expense or charge;
(B) The amount thereof;
(C) The name of the person to whom such amounts are paid and his
relationship to the trust;
(D) The nature of the services performed by such person in
consideration for such load, fee, expense or charge.
Incorporated herein by reference to the Registration Statement
sections entitled "Charges and Deductions" and "Additional
Information."
(b) For each installment payment type of periodic payment plan certificate
of the trust, furnish the following information with respect to sales
load and other deductions from principal payments.
See "Other Policy Information" in addition to response to Item
13(a).
(c) State the amount of total deductions as a percentage of the net amount
invested for each type of security issued by the trust. State each
different sales charge available as a percentage of the public
offering price and as a percentage of the net amount invested. List
any special purchase plans or methods established by rule or exemptive
order that reflect scheduled variations in, or elimination of, the
sales load; and identify each class of individuals or transactions to
which such plans apply.
See response to Item 13(a).
(d) Explain fully the reasons for any difference in the price at which
securities are offered generally to the public, and the price at which
securities are offered for any class of transactions to any class or
group of individuals, including officers, directors, or employees of
the depositor, trustee, custodian or principal underwriter.
Incorporated herein by reference to the Registration Statement
section entitled "Charges and Deductions."
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(e) Furnish a brief description of any loads, fees, expenses or charges
not covered in Item 13(a) which may be paid by security holders in
connection with the trust or its securities. (Assignment,
reinstatement, replacing lost certificates, etc.)
See response to Item 10(e).
(f) State whether the depositor, principal underwriter, custodian or
trustee, or any affiliated person of the foregoing may receive profits
or other benefits not included in answer to Item 13(a) or 13(d)
through the sale or purchase of the trust's securities or underlying
securities or interests in underlying securities, and describe ties or
interests in underlying securities, and describe fully the nature and
extent of such profits or benefits.
Neither GE Capital Life, CBC nor any of their affiliates will
receive any profits or benefits not included in Item 13(a) above.
GE Capital Life will compensate certain persons, including GE
Capital Life and CBC agents for services in connection with the
selling and servicing of the Policies, but such compensation will
be paid from GE Capital Life's general account. GE Capital Life
may receive compensation from the investment adviser of the
distributor of certain of the Funds based upon an annual
percentage of the average assets held in that Fund by GE Capital
Life. These amounts are intended to compensate GE Capital Life
for administrative and other services provided by GE Capital
Life. In addition, CBC may be compensated by the principal
underwriter of a Fund for performing distribution and/or
shareholder services.
(g) State the percentage that the aggregate annual charges and deductions
for maintenance and other expenses of the trust bear to the dividend
and interest income from the trust property during the period covered
by the financial statements filed herewith.
Not applicable.
Information Concerning the Operations of the Trust
--------------------------------------------------
14. Describe the procedure with respect to applications (if any) and the
issuance and authentication of the trust's securities, and state the
substance of the provisions of any indenture or agreement pertaining
thereto.
Incorporated herein by reference to the sections of the Registration
Statement entitled "The Policy" and "Premiums."
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15. Describe the procedure with respect to the receipt of payments from
purchasers of the trust's securities and the handling of the proceeds
thereof, and state the substance of the provisions of any indenture or
agreement pertaining thereto.
Incorporated herein by reference to the section of the Registration
Statement entitled "Premiums."
16. Describe the procedure with respect to the acquisition of underlying
securities and the disposition thereof, and state the substance of the
provisions of any indenture or agreement pertaining thereto.
Incorporated herein by reference to the section of the Registration
Statement entitled "The Portfolios."
17. (a) Describe the procedure with respect to withdrawal or redemption by
security holders.
The procedures with respect to withdrawals or redemption of
security holders are described in the responses to Items 10(c)
and (d).
(b) Furnish the names of any persons who may redeem or repurchase, or are
required to redeem or repurchase, the trust's securities or underlying
securities from security holders, and the substance of the provisions
of any indenture or agreement pertaining thereto.
GE Capital Life is required to process all surrender requests as
described in Item 10(c). Each Fund will redeem its shares upon
GE Capital Life's request in accordance with the 1940 Act.
(c) Indicate whether repurchased or redeemed securities will be cancelled
or may be resold.
Redeemed securities will be cancelled.
18. (a) Describe the procedure with respect to the receipt, custody and
disposition of the income and other distributable funds of the trust
and state the substance of the provisions of any indenture or
agreement pertaining thereto.
All distributions to the Separate Account will be reinvested in
shares of the appropriate Fund. Such reinvestment will be
automatic and at net asset value.
(b) Describe the procedure, if any, with respect to the reinvestment of
distributions to security holders and state the substance of the
provisions of any indenture or agreement pertaining thereto.
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Not applicable.
(c) If any reserves or special funds are created out of income or
principal, state with respect to each such reserve or fund the purpose
and ultimate disposition thereof, and describe the manner of handling
of same.
The assets of the Separate Account which are allocable to the
Policies constitute the reserves for benefits under the Policies.
The Company's general account assets are also available to
satisfy its obligations under the Policies. Incorporated herein
by reference to the section of the Registration Statement
entitled "Separate Account III."
(d) Submit a schedule showing the periodic and special distributions which
have been made to security holders during the three years covered by
the financial statements filed herewith. State for each such
distribution the aggregate amount and amount per share. If
distributions from sources other than current income have been made,
identify each such other source and indicate whether such distribution
represents the return of principal payments to security holders. If
payments other than cash were made, describe the nature thereof, the
account charged and the basis of determining the amount of such
charge.
Not applicable.
19. Describe the procedure with respect to the keeping of records and accounts
of the trust, the making of reports and the furnishing of information to
security holders, and the substance of the provisions of any indenture or
agreement pertaining thereto.
The Company maintains records and accounts of all transactions
involving the Policy, Separate Account III , and policy debt at its
Variable Life Servicing Center. Within 30 days after each Policy
Anniversary, the Company will send the Owner information about his or
her Policy that shows the Specified Amount, the Account Value in each
Investment Subdivision, the Surrender Value, the Policy Debt, and the
premiums paid and charges made during the Policy Year. The Company
will also send the Owner an annual and a semi-annual report for each
Fund underlying an Investment Subdivision to which the Owner has
allocated account value, as required by the 1940 Act. Additionally,
when the Owner pays premiums (other than by pre-authorized checking
account deductions), or if the Owner takes out a policy loan, makes
transfers, or makes partial surrenders, the Owner will receive a
written confirmation of these transactions.
20. State the substance of the provisions of any indenture or agreement
concerning the trust with respect to the following:
(a) Amendments to such indenture or agreement.
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Not applicable.
(b) The extension or termination of such indenture or agreement.
Not applicable.
(c) The removal or resignation of the trustee or custodian, or the failure
of the trustee or custodian to perform its duties, obligations and
functions.
Not applicable.
(d) The appointment of a successor trustee and the procedure if a
successor trustee is not appointed.
Not applicable.
(e) The removal or resignation of the depositor, or the failure of the
depositor to perform its duties, obligations and functions.
Not applicable.
(f) The appointment of a successor depositor and the procedure if a
successor depositor is not appointed.
Not applicable.
21. (a) State the substance of the provisions of any indenture or agreement
with respect to loans to security holders.
Incorporated herein by reference to the section of the
Registration Statement entitled "Loans."
(b) Furnish a brief description of any procedure or arrangement by which
loans are made available to security holders by the depositor,
principal underwriter, trustee or custodian, or any affiliated person
of the foregoing.
The Company will ordinarily pay any loan proceeds in a lump sum within
seven days after receipt at its Variable Life Servicing Center of the
documents required for such a payment. The amount the Company pays is
as of the end of the Valuation Period during which the Company's
Variable Life Servicing Center receives all required documents. The
Company may delay making a payment if:
(i) the disposal or valuation of the Separate Account's assets
is not reasonably practicable because the New York Stock
Exchange is
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closed for other than a regular holiday or weekend, trading
is restricted by the SEC, or the SEC declares an emergency
exists; or
(ii) the SEC by order permits postponement of payment to protect
Owners.
The Company may defer making payments attributable to a check that has
not cleared the bank on which it was drawn.
See the Registration Statement under the section entitled "Loans."
(c) If such loans are made, furnish the aggregate amount of loans
outstanding at the end of the last fiscal year, the amount of interest
collected during the last fiscal year allocated to the depositor,
principal underwriter, trustee or custodian or affiliated person of
the foregoing and the aggregated amount of loans in default at the end
of the last fiscal year covered by financial statements filed
herewith.
Not applicable as no such loans have been made.
22. State the substance of the provisions of any indenture or agreement with
respect to limitations on the liabilities of the depositor, trustee or
custodian, or any other party to such indenture or agreement.
Incorporated herein by reference to the section of the Registration
Statement entitled "GE Capital Life Assurance of New York," and
"Separate Account III."
23. Describe any bonding arrangement for officers, directors, partners or
employees of the depositor or principal underwriter of the trust, including
the amount of coverage and the type of bond.
Not applicable.
24. State the substance of any other material provisions of any indenture or
agreement concerning the trust or its securities and a description of any
other material functions or duties of the depositor, trustee or custodian
not stated in Item 10 or Items 14 to 23 inclusive.
Not applicable.
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III.
ORGANIZATION, PERSONNEL AND AFFILIATED PERSONS OF DEPOSITOR
Organization and Operations of Depositor
----------------------------------------
25. State the form or organization of the depositor of the trust, the name of
the state or other sovereign power under the laws of which the depositor
was organized and the date of organization.
GE Capital Life is a stock life insurance company. It was incorporated
in New York on February 23, 1988.
26. (a) Furnish the following information with respect to all fees received by
the depositor of the trust in connection with the exercise of any
functions or duties concerning securities of the trust during the
period covered by the financial statements filed herewith.
Not applicable.
(b) Furnish the following information with respect to any fee or any
participation in fees received by the depositor from any underlying
investment company or any affiliated person or investment adviser of
such company.
(1) The nature of such fee or participation.
(2) The name of the person making payment.
(3) The nature of the services rendered in consideration for such fee
or participation.
(4) The aggregate amount received during the last fiscal year covered
by the financial statements filed herewith.
Not applicable.
27. Describe the general character of the business engaged in by the depositor
including a statement as to any business other than that of depositor of
the trust. If the depositor acts or has acted in any capacity with respect
to any investment company or companies other than the trust, state the name
or names of such company or companies, their relationship, if any, to the
trust, and the nature of the depositor's activities therewith. If the
depositor has ceased to act in such named capacity, state the date of and
circumstance surrounding such cessation.
GE Capital Life is authorized to write general life insurance and
fixed and variable annuity policies in New York and Delaware. GE
Capital Life also acts as
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the depositor of the GE Capital Life Separate Account II which is
another segregated asset account established by GE Capital Life.
Officials and Affiliated Persons of Depositor
---------------------------------------------
28. (a) Furnish as at latest practicable date the following information with
respect to the depositor of the trust, with respect to each officer,
director, or partner of the depositor, and with respect to each
natural person directly or indirectly owning, controlling or holding
with power to vote 5 percent or more of the outstanding voting
securities of the depositor.
(i) name and principal business address;
(ii) nature of relationship or affiliation with depositor of the
trust;
(iii) ownership of all securities of the depositor;
(iv) other companies of which each person named above is presently
officer, director, or partner.
See response to Items 28(b) and Item 29.
(b) Furnish a brief statement of the business experience during the last
five years of each officer, director or partner of the depositor.
[Additional business experience to be provided in Pre-Effective
Amendment Form S-6 File No. 333-32908.]
See table below.
<TABLE>
<CAPTION>
Name Address Positions and Offices with Depositor
---- ------- -----------------------------------
<S> <C> <C>
Pamela S. Schutz GE Financial Assurance Chairperson
6610 W. Broad Street
Richmond, VA 23230
Barry J. Grosman GE Capital Life Assurance President, Chief Executive Officer &
Company of New York Director
125 Park Avenue, 6/th/ Floor
New York, NY 10017
Marshall S. Belkin 345 Kear Street Director
Yorktown Heights, NY 10598
</TABLE>
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<TABLE>
<S> <C> <C>
Richard I. Byer Clark & Pope, Inc. Director
317 Madison Avenue
New York, NY 10017
Thomas W. Casey GE Financial Assurance Vice President and Chief Financial
6604 W. Broad St. Officer
Richmond, VA 23230
Stephen N. DeVos GE Financial Assurance Vice President and Investment
6604 W. Broad St. Officer
Richmond, VA 23230
Bernard M. Eiber 55 Northern Blvd. Director
Room 302
Great Neck, NY 11021
Jerry S. Handler Handro Properties Director
151 West 40/th/ St.
New York, NY 10018
Gerald A. Kaufman 33 Walt Whitman Rd., Suite 233 Director
Huntrington Station, NY 11746
Donita King GE Financial Assurance Senior Vice President, General
6610 W. Broad Street Counsel & Secretary
Richmond, VA 23230
Leon E. Roday GE Financial Assurance Senior Vice President
6604 West Broad St.
Richmond, VA 23230
A. Louis Parker GEFA Benefit Services Director
4850 Street Road
Trevose, PA 19049
Isidore Sapir Granit Apartments at the Granit Director
Apt. 756, P.O. Box 657
Kernonkson, NY 12446
Thomas A. Skiff GE Financial Assurance Director
1650 Los Gamos Dr.
San Rafael, CA 94903
</TABLE>
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Steven A. Smith First Colony Life Director
700 Main Street
Lynchburg, VA 24505
Geoffrey S. Stiff GE Financial Assurance Director
6610 W. Broad St.
Richmond, VA 23230
Companies Owning Securities of Depositor
----------------------------------------
29. Furnish as at latest practicable date the following information with
respect to each company which directly or indirectly owns, controls or
holds with power to vote five percent or more of the outstanding voting
securities of the depositor: (a) name and principal business address; (b)
nature of business; (c) ownership of all securities of the depositor.
Incorporated herein by reference to the section of the Registration
Statement entitled "GE Capital Life Assurance Company of New York."
Controlling Persons
-------------------
30. Furnish as at latest practicable date the following information with
respect to any person, other than those covered by Items 28, 29, and 42 who
directly or indirectly controls the depositor.
None.
Compensation of Officers and Directors of Depositor
---------------------------------------------------
Compensation of Officers
------------------------
31. Furnish the following information with respect to the remuneration for
services paid by the depositor during the last fiscal year covered by
financial statements filed herewith:
(a) directly to each of the officers or partners of the depositor directly
receiving the three highest amounts of remuneration;
(b) directly to all officers or partners of the depositor as a group
exclusive of persons whose remuneration is included under Item 31(a),
stating separately the aggregate amount paid by the depositor itself
and the aggregate amount paid by all the subsidiaries;
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(c) indirectly or through subsidiaries to each of the officers or partners
of the depositor.
Not applicable. No officer, employee, etc. affiliated with the
depositor receives additional remuneration for services rendered
with respect to the Separate Account.
Compensation of Directors
-------------------------
32. Furnish the following information with respect to the remuneration for
services, exclusive of remuneration reported under Item 31, paid by the
depositor during the last fiscal year covered by financial statements filed
herewith:
(a) the aggregate direct remuneration to directors;
(b) indirectly or through subsidiaries to directors.
Not applicable. See response to Item 31.
Compensation to Employees
-------------------------
33. (a) Furnish the following information with respect to the aggregate amount
of remuneration for services of all employees of the depositor
(exclusive of persons whose remuneration is reported in Items 31 and
32) who received remuneration in excess of $10,000 during the last
fiscal year covered by financial statements filed herewith from the
depositor and any of its subsidiaries.
(b) Furnish the following information with respect to the remuneration for
services paid directly during the last fiscal year covered by
financial statement filed herewith to the following classes of persons
(exclusive of those persons covered by Item 33(a)): (1) Sales
managers, branch managers, district managers and other persons
supervising the sale of registrant's securities; (2) Salesmen, sales
agents, canvassers and other persons making solicitations but not in
supervisory capacity; (3) Administrative and clerical employees; and
(4) Others (specify). If a person is employed in more than one
capacity, classify according to predominant type of work.
Not applicable. See response to Item 31.
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Compensation to Other Persons
-----------------------------
34. Furnish the following information with respect to the aggregate amount of
compensation for services paid any person (exclusive of persons whose
remuneration is reported in Items 31, 32 and 33), whose aggregate
compensation in connection with services rendered with respect to the trust
in all capacities exceeded $10,000 during the last fiscal year covered by
financial statements filed herewith from the depositor and any of its
subsidiaries.
Not applicable.
IV.
DISTRIBUTION AND REDEMPTION OF SECURITIES
Distribution of Securities
--------------------------
35. Furnish the names of the states in which sales of the trust's securities
(A) are currently being made, (B) are presently proposed to be made, and
(C) have been discounted, indicating by appropriate letter the status with
respect to each state.
No sales of the Policies have been made or are currently being made to
the public in any state. The Company intends to market the Policies
in all jurisdictions that have approved its sale of insurance.
36. If sales of the trust's securities have at any time since January 1, 1936
been suspended for more than a month describe briefly the reasons for such
suspension.
Not applicable.
37. (a) Furnish the following information with respect to each instance where
subsequent to January 1, 1937, any federal or state governmental
officer, agency, or regulatory body denied authority to distribute
securities of the trust, excluding a denial which was merely a
procedural step prior to any determination by such officer, etc. and
which denial was subsequently rescinded.
(1) Name of officer, agency or body.
(2) Date of denial.
(3) Brief statement of reason given for revocation.
Not applicable.
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(b) Furnish the following information with regard to each instance where,
subsequent to January 1, 1937, the authority to distribute securities
of the trust has been revoked by any federal or state governmental
officer, agency or regulatory body.
(1) Name of officer, agency or body.
(2) Date of revocation.
(3) Brief statement of reason given for revocation.
Not applicable.
38. (a) Furnish a general description of the method of distribution of
securities of the trust.
The Policies are sold by licensed life insurance agents of GE
Capital Life. These agents are also registered representatives of
CBC, the principal underwriter of the Policies, or of broker-
dealers who have entered into written sales agreements with the
principal underwriter. One of these affiliated broker-dealers is
Terra Securities Corporation. (CBC does business in Indiana,
Minnesota, New Mexico, and Texas as GE Capital Brokerage
Corporation.)
The Company's writing agents receive commissions based on a
commission schedule and rules. First-year commissions depend on
each insured's age, rating class, gender and size of the Policy.
In the first policy year, the agent will receive a commission of
up to [85%] of the maximum commissionable premium plus up to
[4%] of premiums paid in excess of the maximum commissionable
premium. In renewal years, the agent receives up to [4%] of the
premiums paid. The Company may pay a trail commission equal to
an annual rate of [.20%] of account value after the fifth
policy year. Writing agents who meet certain productivity and
profitability standards may be eligible for additional
compensation. [To be finalized in Pre-Effective Amendment
Form S-6 File No. 333-32908]
Incorporated herein by reference to the section in the
Registration Statement entitled "Additional Information."
(b) State the substance of any current selling agreement between each
principal underwriter and the trust or the depositor, including a
statement as to the inception and termination dates of the agreement,
any renewal and termination provisions, and any assignment provisions.
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See response to Item 38(a). GE Capital Life compensates CBC for
acting as principal underwriter under an underwriting agreement
contained in Pre-Effective Amendment No. 1 to the Registration
Statement on Form N-4 (File No. 333-39955) dated May 13, 1998 and
incorporated herein by reference to the Registration Statement.
(c) State the substance of any current agreements or arrangements of each
principal underwriter with dealers, agents, salesman, etc. with
respect to commissions and overriding commissions, territories,
franchises, qualifications and revocations. If the trust is the
issuer of periodic payment plan certificates, furnish schedules of
commissions and the bases thereof. In lieu of a statement concerning
schedules of commissions, such schedules of commissions may be filed
as Exhibit A(3)(c).
See response to Item 38(a). Dealer Sales Agreement ,
incorporated herein by reference to Pre-Effective 1 of the
Registration Statement on Form N-4, File No. 333-39955, filed
with the Securities and Exchange Commission on May 13, 1998.
Commission Schedule: [To be provided in the Pre-Effective filing
of Form S-6 File No. 333-32908.]
Information Concerning Principal Underwriter
--------------------------------------------
39. (a) State the form of organization of each principal underwriter of
securities of the trust, the name of the state or other sovereign
power under the laws of which each underwriter was organized and the
date of organization.
CBC is a corporation organized under the laws of Washington State
[July 1, 1981]
(b) State whether any principal underwriter currently distributing
securities of the trust is a member of the National Association of
Securities Dealers, Inc.
Not applicable. CBC is not currently distributing the securities
of the trust.
40. (a) Furnish the following information with respect to all fees received by
each principal underwriter of the trust from the sale of securities of
the trust and any other functions in connection therewith exercised by
such underwriter in such capacity or otherwise during the period
covered by the financial statements filed herewith.
Not applicable.
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(b) Furnish the following information with respect to any fee or any
participation in fees received by each principal underwriter from any
underlying investment company or any affiliated person or investment
adviser of such company:
(1) The nature of such fee or participation.
(2) The name of the person making payment.
(3) The nature of the services rendered in consideration for such fee
or participation.
(4) The aggregate amount received during the last fiscal year covered
by the financial statements filed herewith.
Not applicable.
41. (a) Describe the general character of the business engaged in by each
principal underwriter, including a statement as to any business other
than the distribution of securities of the trust. If a principal
underwriter acts or has acted in any capacity with respect to any
investment company or companies other than the trust, state the name
or names of such company or companies, their relationship, if any, to
the trust and the nature of such activities. If a principal
underwriter has ceased to act in such named capacity, state the date
of and the circumstances surrounding such cessation.
CBC will act as principal underwriter of the Policies. CBC is
registered with the Commission under the Securities Exchange Act
of 1934 as a broker-dealer and is a member of the National
Association of Securities Dealers, Inc. CBC also serves as
principal underwriter for GE Capital Life Separate Account II
offering flexible premium variable annuity policies of GE Capital
Life. GE Capital Life is also the sponsor and depositor of GE
Capital Life Separate Account II.
In addition, CBC acts as the principal underwriter for variable
annuities and variable life insurance policies issued by GE Life
and Annuity Assurance Company.
(b) Furnish as at latest practicable date the address of each branch
office of each principal underwriter currently selling securities of
the trust and furnish the name and residence address of the person in
charge of such office.
Not applicable.
(c) Furnish the number of individual salesmen of each principal
underwriter through whom any of the securities of the trust were
distributed for the last fiscal year of
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the trust covered by the financial statements filed herewith and
furnish the aggregate amount of compensation received by such salesmen
in such year.
Not applicable. Securities of the Separate Account have not yet
been distributed by the principal underwriter or any of its
representatives.
42. Furnish as at latest practicable date the following information with
respect to each principal underwriter currently distributing securities of
the trust and with respect to each of the officers, directors or partners
of such underwriter: (a) name and principal business address; (b) position
with principal underwriter; (c) ownership of securities of the trust.
Not applicable.
43. Furnish, for the last fiscal year covered by the financial statements filed
herewith, the amount of brokerage commissions received by any principal
underwriter who is a member of a national securities exchange and who is
currently distributing the securities of the trust or effecting
transactions for the trust in the portfolio securities of the trust.
Not applicable.
Offering Price or Acquisition Valuation of Securities of the Trust
------------------------------------------------------------------
44. (a) Furnish the following information with respect to the method of
valuation used by the trust for purposes of determining the offering
price to the public of securities issued by the trust or the valuation
of shares or interests in the underlying securities acquired by the
holder of a periodic payment plan certificate:
(1) The source of quotations used to determine the value of portfolio
securities.
Shares of each Fund held by the Separate Account are valued at
net asset value per share as supplied to the Company by the
applicable underlying investment company. Incorporated herein by
reference to the Registration Statement sections entitled "The
Portfolios" and "How Your Account Value Varies."
(2) Whether opening, closing, bid, asked or any other price is used.
See response to Item 44(a)(1).
(3) Whether price is as of the day of sale or as of any other time.
See response to Item 44(a)(1).
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(4) A brief description of the methods used by registrant for
determining other assets and liabilities including accrual for
expenses and taxes (including taxes on unrealized appreciation).
See response to Item 44(a)(1).
(5) Other items which registrant adds to the net asset value in
computing offering price of its securities.
See response to Item 44(a)(1).
(6) Whether adjustments are made for fractions:
(i) before adding distributor's compensation (load); and
(ii) after adding distributor's compensation (load).
Incorporated herein by reference to the section of the
Registration Statement entitled "Additional Information."
(b) Furnish a specimen schedule showing the components of the offering
price of the trust's securities as at the latest practicable date.
No Policies have yet been offered for sale to the public.
(c) If there is any variation in the offering price of the trust's
securities to any person or classes of persons other than
underwriters, state the nature and amount of such variation and
indicate the person or classes of persons to whom such offering is
made.
Incorporated herein by reference to the section of the
Registration Statement entitled "Charges and Deductions."
45. Furnish the following information with respect to any suspension of the
redemption rights of the securities issued by the trust during the three
fiscal years covered by the financial statements filed herewith.
Not applicable.
Redemption Valuation of Securities of the Trust
-----------------------------------------------
46. (a) Furnish the following information with respect to the method of
determining the redemption or withdrawal valuation of securities
issued by the trust:
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(1) The source of quotations used to determine the value of portfolio
securities.
(2) Whether opening, closing, bid, asked or any other price is used.
(3) Whether price is as of the day of sale or as of any other time.
(4) A brief description of the methods used by registrant for
determining other assets and liabilities including accrual for
expenses and taxes (including taxes on unrealized appreciation).
(5) Other items which registrant deducts from the net asset value in
computing redemption value of its securities:
(6) Whether adjustments are made for fractions.
See response to Item 44(a) and Item 18(c).
(b) Furnish a specimen schedule showing the components of the redemption
price to the holders of the trust's securities as at latest
practicable date.
No Policies have yet been offered for sale to the public.
Purchase and Sale of Interests in Underlying Securities from and to Security
----------------------------------------------------------------------------
Holders
-------
47. Furnish a statement as to the procedure with respect to the maintenance of
a position in the underlying securities or interests in the underlying
securities, the extent and nature thereof and the person who maintains such
a position. Include a description of the procedure with respect to the
purchase of underlying securities or interests in underlying securities
from security holders who exercise redemption or withdrawal rights and the
sale of such underlying securities and interests in the underlying
securities to other security holders. State whether the method of valuation
of such underlying securities or interests in underlying securities differs
from that set forth in Items 44 and 46. If any item of expenditure included
in the determination of the valuation is not or may not actually be
incurred or expended, explain the nature of such item and who may benefit
from the transaction.
Investment Subdivisions buy and redeem Fund shares at net asset value
without any sales charge. GE Capital Life reinvests any dividends from
net investment income and distributions from realized gains from
security transactions of a Fund at net asset value in shares of the
same Fund. Income, gains and losses, whether or not realized from the
Separate Account are credited to or charged against the Separate
Account without regard to any other income, gains, or losses of GE
Capital Life. Assets equal to the reserves and other Policy
liabilities with respect
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<PAGE>
to the Separate Account are not chargeable with liabilities arising
out of any other business or account of GE Capital Life. If the assets
exceed the required reserves and other liabilities, the Company may
transfer the excess to GE Capital Life's General Account. The method
of valuation of a Fund's securities does not differ from that set
forth in Items 44 and 46.
V.
INFORMATION CONCERNING THE TRUSTEE OR CUSTODIAN
48. Furnish the following information as to each trustee or custodian of the
trust:
(a) Name and principal business address.
(b) Form of organization.
(c) State or other sovereign power under the laws of which the trustee or
custodian was organized.
(d) Name of governmental supervising or examining authority.
Not applicable.
49. State the basis for payment of fees or expenses of the trustee or custodian
for services rendered with respect to the trust and its securities, and the
aggregate amount thereof for the last fiscal year. Indicate the person
paying such fees or expenses. If any fees or expenses are prepaid, state
the unearned amount.
Not applicable.
50. State whether the trustee or custodian or any other person has or may
create a lien on the assets of the trust, and if so, give full particulars,
outlining the substance of the provisions of any indenture or agreement
with respect thereto.
Not applicable.
VI.
INFORMATION CONCERNING INSURANCE OF
HOLDERS OF SECURITIES
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51. Furnish the following information with respect to insurance of holders of
securities:
(a) The name and address of the insurance company.
The name and address of the insurance company are set forth in
Item 2.
(b) The types of policies and whether individual or group policies.
The Policies are flexible premium variable joint and last
survivor life insurance policies, and are unwritten for
individuals.
(c) The types of risks insured and excluded.
Incorporated herein by reference to the sections of the
Registration Statement entitled "The Policy," "Death Benefits,"
and "Other Policy Information."
(d) The coverage of the policies.
The initial Specified Amount depends on the amount of the initial
premium payment of a Policy by an Owner, and the insured's age,
gender, rating class, the specified amount selected, and any
supplemental benefit riders. The Company will show initial
Specified Amount in the Policy. The Specified Amount remains
level unless the Owner increases the Specified Amount or makes
partial surrenders.
(e) The Beneficiaries of such policies and the uses to which the proceeds
of policies must be put.
The recipient of the benefits of the insurance undertakings
described in Item 51(c) is either the designated primary
beneficiary, any contingent beneficiaries, or the estate of the
Owner as stated in the application for the Policy or as
subsequently modified by the Owner. See the sections of the
Registration Statement entitled "The Policy," "Death Benefits,"
and "Other Policy Information."
(f) The terms and manners of cancellation and of reinstatement.
The insurance undertakings described in Item 51(c) are an
integral part of the Policy and may not be terminated while the
Policy remains in effect.
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<PAGE>
(g) The method of determining the amount of premiums to be paid by holders
of securities.
See the sections of the Registration Statement entitled
"Premiums," "Charges and Deductions," and "The Policy."
(h) The amount of aggregate premiums paid to the insurance company during
the last fiscal year.
Not applicable.
(i) Whether any person other than the insurance company receives any part
of such premiums, the name of each such person and the amounts
involved, and the nature of the services rendered therefor.
No other person other than GE Capital Life receives any part of
the amounts deducted for cost of insurance.
(j) The substance of any other material provisions of any indenture or
agreement of the trust relating to insurance.
None.
VII.
POLICY OF REGISTRANT
52. (a) Furnish the substance of the provisions of any indenture or agreement
with respect to the conditions upon which and the method of selection
by which particular portfolio securities must or may be eliminated
from assets of the trust or must or may be replaced by other portfolio
securities. If an investment adviser or other person is to be
employed in connection with such selection, elimination or
substitution, state the name of such person, the nature of any
affiliation to the depositor, trustee or custodian, and any principal
underwriter, and the amount of remuneration to be received for such
services. If any particular person is not designated in the indenture
or agreement, describe briefly the method of selection of such person.
See response to Item 10(g) and Item 10(h). GE Capital Life has
the right, subject to applicable law: to create new separate
Accounts; to transfer assets of Separate Account III, which the
Company determines to be associated with the class of Policies to
which this Policy belongs, to another separate account; to add
new Investment Subdivisions to or
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remove Investment Subdivisions from Separate Account III, or
combine Investment Subdivisions; to remove existing Funds; to
substitute new Funds for any existing Fund which the Company
determines is no longer appropriate in light of the purposes of
the Separate Account; to deregister the Separate Account under
the 1940 Act; and to operate the Separate Account under the
direction of a committee or in any other form.
(b) Furnish the following information with respect to each transaction
involving the elimination of any underlying security during the period
covered by the financial statements filed herewith.
Not applicable.
(c) Describe the policy of the trust with respect to the substitution and
elimination of the underlying securities of the trust with respect to:
(1) the grounds for elimination and substitution;
(2) the type of securities which may be substituted;
(3) whether the acquisition of such substituted security or
securities would constitute the concentration of investment in a
particular industry or group of industries or would conform to a
policy of concentration of investment in a particular industry or
group of industries;
(4) whether such substituted securities may be the securities of
another investment company; and
(5) the substance of the provisions of any indenture or agreement
which authorize or restrict the policy of the registrant in this
regard.
See response to Item 52(a).
(d) Furnish a description of any policy (exclusive of policies covered by
paragraphs (a) and (b) herein) of the trust which is deemed a matter
of fundamental policy and which is elected to be treated as such.
None.
53. (a) State the taxable status of the trust.
Incorporated herein by reference to the section of the
Registration Statement entitled "Tax Considerations."
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(b) State whether the trust qualified for the last taxable year as a
regulated investment company as defined in Section 851 of the Internal
Revenue Code of 1954, and state its present intention with respect to
such qualifications during the current taxable year.
Not applicable. See response to Item 53(a).
VIII.
FINANCIAL AND STATISTICAL INFORMATION
54. If the trust is not the issuer of periodic payment plan certificates,
furnish the following information with respect to each class or series of
its securities.
Not applicable.
55. If the trust is the issuer of periodic payment plan certificates, a
transcript of a hypothetical account shall be filed in approximately the
following form on the basis of the certificate calling for the smallest
amount of payments. The schedule shall cover a certificate of the type
currently being sold assuming that such certificate had been sold at a date
approximately ten years prior to the date of registration or at the
approximate date of organization of the trust.
Not applicable.
56. If the trust is the issuer of periodic payment plan certificates, furnish
by years for the period covered by the financial statements filed herewith
in respect of certificates sold during each period, the following
information for each fully paid type and each installment payment type of
periodic payment plan certificate currently being issued by the trust.
Not applicable.
57. If the trust is the issuer of periodic payment plan certificates, furnish
by years for the period covered by the financial statements filed herewith
the following information for each installment payment type of periodic
payment plan certificate currently being issued by the trust.
Not applicable.
58. If the trust is the issuer of periodic payment plan certificates, furnish
the following information for each installment payment type of periodic
payment plan certificate outstanding as at the latest practicable date.
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Not applicable.
59. Financial Statements:
Financial Statements of the Trust
---------------------------------
No financial statements are presented for the Separate Account because
it has yet to commence operations.
Financial Statements of the Depositor
-------------------------------------
Audited financial statements of GE Capital Life for the years ended
December 31, 1999 will be included in Pre-Effective Amendment No. 1 to
the Registration Statement.
IX.
EXHIBITS
A. Furnish the most recent form of the following as amended to date and
currently in effect:
(1) The indenture or agreement under the terms of which the Trust was
organized or issued securities.
The Resolution of Board of Directors of GE Capital Life Assurance of
New York authorizing the establishment of GE Capital Life Separate
Account III was filed in the initial Registration Statement.
(2) The indenture or agreement pursuant to which the proceeds of payments
of securities are held by the custodian or trustee, if such indenture
or agreement is not the same as the indenture or agreement referred to
in paragraph (1).
Not applicable.
(3) Distributing policies:
(a) Agreements between the Trust and principal underwriter or
between the depositor and principal underwriter.
Underwriting Agreement between GE Capital Life and Capital
Brokerage Corporation. Incorporated herein by reference to Pre-
Effective Amendment No. 1 to the Registration Statement on Form
N-4, File No.
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<PAGE>
333-39955, filed with the Securities and Exchange Commission on
May 13, 1998.
(b) Specimen of typical agreements between principal underwriter and
dealers, managers, sales supervisors and salesmen.
Incorporated herein by reference to Pre-Effective Amendment No.
1 to the Registration Statement on Form N-4, File No. 333-39955,
filed with the Securities and Exchange Commission on May 13,
1998.
(c) Schedules of sales commissions.
[To be provided in Pre-Effective Amendment Form S-6 File
No.#333-32908.]
(4) Any agreement between the depositor, principal underwriter and the
custodian or trustee other than indentures or agreement set forth in
paragraphs (1), (2) and (3) with respect to the trust or its
securities.
Not applicable.
(5) The form of each type of security.
To be filed in, and incorporated herein by reference to, Pre-Effective
Amendment No. 1 to the Registration Statement.
(6) The certificate of incorporation or other instrument of organization
and by-laws of the depositor.
Incorporated herein by reference to initial filing of the Registration
Statement on Form N-4, File No. 333-39955, filed with the Securities
and Exchange Commission on September 10, 1997.
(7) Any insurance policy between the trust and the insurance company or
between the depositor and the insurance company, together with the
table of insurance premiums.
Not applicable.
(8) Any agreement between the trust or the depositor concerning the trust
with the issuer, depositor, principal underwriter or investment
adviser of any underlying investment company or any affiliated person
of such persons.
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Incorporated herein by reference to Pre-Effective Amendment No. 1 to
the Registration Statement on Form N-4, File No. 333-39955, filed with
the Securities and Exchange Commission on May 13, 1998. Additional
agreements will be filed as part of Pre-Effective Amendment No. 1 to
the Registration Statement.
(9) All other material policies not entered into in the ordinary course of
business of the trust or of the depositor concerning the trust.
None.
(10) Form of application for a periodic payment plan certificate.
To be filed in, and incorporated herein by reference to, Pre-
Effective Amendment No. 1 to the Registration Statement.
B. Furnish copies of each of the following:
(1) Each notice sent to security holders pursuant to Section 19 of the Act
prior to the date of the filing of this form.
Not applicable.
(2) Each annual report sent to security holders covering each fiscal year
ending after January 1, 1937, exclusive of reports, copies of which
have heretofore been filed with the Commission pursuant to the Act.
Not applicable.
C. Furnish the name and address of each dealer to or through whom any
principal underwriter currently offering securities of the trust,
distributed securities of the trust during the last fiscal year covered by
the financial statements filed herewith.
Not applicable.
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Pursuant to the requirements of the Investment Company Act of 1940,
the Depositor of the Registrant has caused this Registration Statement to be
duly signed on behalf of the Registrant in the City of New York, and the State
of New York on the ___th day of June, 2000.
[Seal]
GE CAPITAL LIFE SEPARATE ACCOUNT III
(Registrant)
By: /s/ Donita King
______________________________________________
Name: Donita King
---------------------------------------
Title: Senior Vice President, General Counsel
----------------------------------------
GE CAPITAL LIFE ASSURANCE OF NEW YORK
(Depositor)
By: /s/ Donita King
______________________________________________
Name: Donita King
----------------------------------------
Title: Senior Vice President, General Counsel
----------------------------------------
ATTEST:
By: /s/ Michael Pagano
________________________
Name: Michael Pagano
______________________
Title: Counsel
_____________________
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