SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as
permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to section 240.14a-11(c) or
section
240.14a-12
Great-West Variable Annuity Account A
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement if other than the
Registrant)
Payment of Filing Fee (Check appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules
14a-6(i)(4) and 0-11.
(1) Title of Each class of securities to which
transaction applies:
__________________________________________________________
(2) Aggregate number of securities to which transaction
applies:
__________________________________________________________
(3) Per unit price or other underlying value of
transaction computed pursuant to Exchange Act Rule 0-11 (Set forth
the amount on which the filing fee is calculated and state how it
was determined):
__________________________________________________________
(4) Proposed maximum aggregate value of transaction:
__________________________________________________________
(5) Total fee paid:
__________________________________________________________
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing
by registration statement number, or the Form or Schedule and the
date of its filing.
(1) Amount Previously Paid:
__________________________________________________________
(2) Form, Schedule or Registration No.:
__________________________________________________________
(3) Filing Party:
__________________________________________________________
(4) Date Filed:
__________________________________________________________
<PAGE>
PROXY
For
THE ANNUAL MEETING OF PARTICIPANTS OF
GREAT-WEST VARIABLE ANNUITY ACCOUNT A
The undersigned hereby appoints Ruth B. Lurie, Beverly A. Byrne and
Glen R. Derback, or any of them, to be the attorneys and proxies of
the undersigned at the Annual Meeting of Participants of Great-West
Variable Annuity Account A to be held at 8515 E. Orchard Rd.,
Englewood, Colorado, at 1:30 p.m. on April 22, 1997 and at any
adjournment thereof, and to represent and cast the votes held on
record by the undersigned on February 28, 1997, upon the proposals
below and as set forth in the Notice of Annual Meeting and Proxy
Statement for such meeting.
1) FOR ELECTION OF MEMBERS OF THE COMMITTEE FOR VARIABLE
ANNUITY ACCOUNT A to
serve until their successors are elected and qualified.
[ ] FOR all nominees listed [ ] WITHHOLD
below (except as marked AUTHORITY to
to the contrary below) vote
(The Members of the Committee recommend a vote FOR)
(INSTRUCTION: To withhold authority to vote for any
individual nominee
mark the box next to the nominee's name
below)
[ ] R.P. Koeppe [ ] R. Jennings [ ] D. Wooden
[ ] J.D. Motz [ ] S. Zisman
2) PROPOSAL TO RATIFY THE SELECTION OF DELOITTE & TOUCHE,
LLP as the independent auditors for Variable Annuity
Account A for the fiscal year ending December 31, 1997.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(The Members of the Committee recommend a vote FOR)
3) In the Members of the Committee discretion, on such other
business which may properly come before the meeting or
any adjournment thereof.
This Proxy will be voted, and voted as specified. IF NO
SPECIFICATIONS ARE MADE, THIS PROXY WILL BE VOTED IN ACCORDANCE
WITH THE COMMITTEE'S RECOMMENDATIONS.
THIS PROXY IS SOLICITED ON BEHALF OF THE COMMITTEE.
Name of Participant:
Group Policy No.: Certificate No.:
Participant Number of Votes:
Dated: , 1997
(Signature of Participant)
Please sign and date your Proxy and return promptly in the
accompanying envelope.
<PAGE>
GREAT-WEST VARIABLE ANNUITY ACCOUNT A
8515 E. Orchard Road, Englewood, Colorado 80111
NOTICE OF ANNUAL MEETING - APRIL 22, 1997
To The Participants of Great-West Variable Annuity Account A:
You are hereby notified that, pursuant to the Rules and Regulations
of Great-West Variable Annuity Account A, the Annual Meeting of its
Participants will be held at 8515 E. Orchard Road, Englewood,
Colorado 80111 on Tuesday, April 22, 1997 at 1:30 p.m. for the
following purposes:
(1) To elect members of the Variable Annuity Account
Committee to serve until their successors are elected and
qualified;
(2) To ratify or reject the selection of Deloitte & Touche,
LLP as independent auditors for Account A for the fiscal year
ending December 31, 1997; and
(3) To transact any other business which may properly come
before the meeting or any adjournment or adjournments thereof.
Each Person who was a Participant on February 28, 1997 has the
right to vote at this meeting.
The matters referred to above are discussed in detail in the Proxy
Statement attached to this Notice.
It is important that as many Participants as practicable be
represented at the meeting. Whether or not you expect to attend
the meeting, you are requested to complete the enclosed Proxy and
return it promptly in the enclosed postage prepaid envelope to
Great-West Life & Annuity Insurance Company, 8515 E. Orchard Road,
Attention: Financial Control, 5T2, Englewood, Colorado 80111. You
may revoke or revise the Proxy at any time before the authority
granted therein is exercised. Please be sure to sign and date your
Proxy.
/s/ Ruth B. Lurie
Ruth B. Lurie, Secretary to
the Variable Annuity
Account A Committee
March 14, 1997
GREAT-WEST VARIABLE ANNUITY ACCOUNT A
Annual Meeting - April 22, 1997
PROXY STATEMENT
The accompanying Proxy is solicited by Great-West Life & Annuity
Insurance Company ("GWL&A") on behalf of the Variable Annuity
Account A Committee (the "Committee") of Great-West Variable
Annuity Account A ("Account A"), to be voted at the Annual Meeting
of Participants to be held April 22, 1997. Each Proxy may be
revoked at any time before its exercise by writing to the Secretary
of the Committee of Account A at the address shown below and
indicating a desire to revoke his/her Proxy. As well, a
Participant attending the Annual Meeting may revoke his/her Proxy
and vote in person. This solicitation is being made by use of the
mails, but also may be made by telephone, telegraph, or personal
interview, and the cost will be borne GWL&A, 8515 E. Orchard Road,
Englewood, Colorado 80111. This Proxy Statement and the
accompanying form of Proxy is being sent on the 14th day of March,
1997 to all Participants of record on February 28, 1997 (the
"record date") of Account A. Such Proxy Statement and the
accompanying form of Proxy are mailed directly to each
Participant's most recent address recorded by GWL&A.
There are, in total, 872,878.593823 votes eligible to be cast
by Participants at the Annual Meeting. Each Participant who had
accumulation units credited to his/her account under a variable
annuity contract on the record date, may cast the number of votes
equal to the number of accumulation units then credited to his/her
account. There were 807,797.10180 votes attributable to
accumulation units credited to the accounts of Participants on the
record date. Each Participant receiving annuity payments under a
variable annuity contract on the record date also may cast the
number of votes equal to (i) the dollar amount of assets maintained
in Account A on the record date to meet the annuity obligations
relating to such Participant, divided by (ii) the value of an
accumulation unit on the record date. There were 65,081.49202
votes attributable to Participants receiving annuity payments on
the record date. No Participant on the record date had such
interest in Account A, as would entitle that person to as much as
10% of the total votes eligible to be cast by all Participants.
ELECTION OF MEMBERS OF THE VARIABLE ANNUITY ACCOUNT COMMITTEE
The operation of Account A is subject to the direction and
approval of the Committee in accordance with the Rules and
Regulations of Account A. The Committee performs the functions of
the Board of Directors of an incorporated investment company. The
Rules and Regulations of Account A provide for a Committee of not
less than five nor more than fifteen members, to be elected by
Participants at annual meetings. The term of office for each
Committee member is one year. At each Annual Meeting, successors
to the Committee members will be elected by Participants.
At the forthcoming Annual Meeting there are five Committee
members to be elected. All nominees have agreed to serve if
elected.
The following information is furnished with respect to the
nominees.
Principal Occupation
Name and Address During Last Five Years
of Nominee Age and Other Directorships
Rex Jennings 72 President Emeritus,
12501 E. Evans Circle, Unit C Denver Metro
Aurora, CO 80014 Chamber of Commerce (since
1987); Maxim Series Fund,
Inc. Director (since 1988)
Douglas Wooden 1 40 Great-West Life & Annuity
Insurance Company: Senior
Vice President, Financial
Services, (Since 1996),
Senior Vice President,
Chief Financial Officer,
(1991 - 1996)
Sanford Zisman 57 Attorney, Zisman &
3773 Cherry Creek Dr. N. Ingraham, P.C.;
Denver, CO 80209 Maxim Series Fund, Inc.
Director (since 1982)
Richard P. Koeppe, Ph.D. 65 Retired Superintendent
8679 E. Kenyon Ave. Denver Public Schools (1988
Englewood, CO 80017 - 1990); Maxim Series Fund,
Inc. Director (since 1987)
James D. Motz 2 47 Senior Vice-President,
5037 E. Nichols Place Great-West Life & Annuity
Littleton, Colorado 80122 Insurance Company (since
1991); Maxim Series Fund,
Inc. Director (since 1994)
Unless the enclosed Proxy is marked otherwise, the persons
named on the Proxy will cast the votes represented by a duly
executed Proxy for the nominees named above. The nominees are
presently available if elected. Should the nominees become
unavailable, the Proxyholders will vote for the nominees designated
by the present Committee.
1 Mr. Wooden, because of his relationship with GWL&A, and
Account A, is considered to be an "interested person" as that term
is defined in section 2(a)(19) of the Investment Company Act of
1940.
2 Mr. Motz, because of his relationship with GWL&A, and
Account A is considered to be an "interested person" as that term
is defined in section 2(a)(19) of the Investment Company Act of
1940.
STOCK OWNERSHIP AND MATERIAL TRANSACTIONS
As of the record date, no Committee member owned any interest
in Account A or any of the outstanding shares of the investment
adviser of Account A, GW Capital Management, Inc. ("GW Capital").
In 1996, none of the Committee members of Account A made any
purchases or sales of the outstanding common stock of Account A,
its parents, or its subsidiaries.
COMMITTEE MEETING AND OTHER COMMITTEES
During 1996, the total number of meetings held by the
Committee was six. No Committee member attended less than 75% of
the total number of meetings held by the Committee in 1996.
There is no nominating or similar committee of Account A.
COMPENSATION
Account A provides no compensation to its Committee members.
RATIFICATION OR REJECTION OR SELECTION OF INDEPENDENT AUDITORS
Deloitte & Touche LLP was selected as the independent auditor
for Account A for the current year at a meeting of the Committee
held on January 30, 1997. Such selection was made by the vote cast
in person of a majority of the Committee who are not interested
persons of Account A and is subject to ratification by Participants
at the Annual Meeting. Deloitte & Touche LLP is the independent
auditor for GWL&A and GW Capital and has no direct or material
indirect financial interest in Account A, GWL&A or GW Capital.
Deloitte & Touche LLP was the independent auditor for Account A for
the immediately preceding year. Representatives of Deloitte &
Touche LLP are not expected to be present at the Meeting.
During 1996, all of the services provided by Deloitte & Touche
LLP to Account A were audit services. These audit services
included the examination and audit of the annual financial
statements for Account A and the review of Account A financial
documentation utilized in filings with the Securities and Exchange
Commission. There were no non-audit services provided by Deloitte
& Touche LLP during 1996.
INVESTMENT ADVISER
GW Capital provides investment advisory services to Account A.
Its headquarters are located at 8515 E. Orchard Road, Englewood,
Colorado 80111.
PRINCIPAL UNDERWRITER
The Great-West Life Assurance Company ("Great-West") served as
principal underwriter for the contracts issued under Account A.
Great-West has been succeeded by BenefitsCorp Equities, Inc. with
respect to any additional broker-dealer functions that are
required.
OTHER BUSINESS
As of this date, the Committee does not know of any other
business to come before the meeting. However, if any matters other
than those referred to above come before the meeting, the persons
named in the Proxies will act on behalf of the Participants they
represent, according to their best judgment.
PARTICIPANTS' PROPOSALS
A Participant that is a record or beneficial owner of an
accumulation or annuity unit entitled to be voted at the 1998
Annual Meeting, and that continues to own such unit through the
date on which the 1998 Annual Meeting is held, shall be entitled to
submit for presentation a proposal for action at the 1998 Annual
Meeting.
The Participant's proposal shall be included in the Account A
Proxy Statement and Form of Proxy for the 1998 Annual Meeting. The
Participant shall notify Account A in writing at its principal
executive office (8515 E. Orchard Road, Englewood, Colorado 80111)
of his/her intention to appear personally at the 1998 Annual
Meeting to present his/her proposal for action. The Participant
may arrange to have another accumulation or annuity unit holder of
Account A present his/her proposal on his/her behalf at the 1998
Annual Meeting.
A proposal to be presented at the 1998 Annual Meeting shall be
received at Account A's principal executive offices not less than
90 days in advance of April 1, 1998. It is suggested that
Participants submit their proposals by Certified Mail - Return
Receipt Requested, in order to avoid any controversy as to the date
on which a proposal was received by Account A. The Participant may
submit a maximum of two proposals of not more than 300 words for
each inclusion in Account A's proxy materials for the 1998 Annual
Meeting.
If Account A opposes any proposal received from a Participant,
it shall, at the request of the Participant, include in its Proxy
Statement, a statement of the Participant of not more than 200
words in support of the proposal, which statement shall not include
the name and address of the Participant. The statement and request
of the Participant shall be furnished to Account A at the time the
proposal is furnished, and Account A shall not be responsible for
such statement.
Account A may omit a proposal and any statement in support
thereof from its Proxy Statement and Form of Proxy under any of the
following circumstances:
(1) If the proposal is, under the laws of the United States
or Canada, not a proper subject for action by
Participants. (A proposal that may be improper when
framed as a mandate or directive may be proper when
framed as a recommendation or request);
(2) If the proposal would, if implemented, require Account A
to violate any state law or federal law of the United
States to which Account A is subject;
(3) If the proposal or the support statement is contrary to
any of the Securities and Exchange Commission's proxy
rules and regulations, including Rule 14a-9 which
prohibits false or misleading statements in proxy
soliciting materials;
(4) If the proposal relates to the enforcement of a personal
claim or the redress of a personal grievance against
Account A or any person;
(5) If the proposal deals with a matter that is not
significantly related to Account A's business;
(6) If the proposal deals with a matter that is beyond
Account A's power to effectuate;
(7) If the proposal deals with a matter relating to the
conduct of the ordinary business operations of Account A;
(8) If the proposal relates to an election to office;
(9) If the proposal is counter to a proposal to be submitted
by Account A at the meeting;
(10) If the proposal has been rendered moot;
(11) If the proposal is substantially duplicative of a
proposal previously submitted to Account A by another
Participant, which proposal will be included in the Board
of Director's proxy material for the meeting;
(12) If substantially the same proposal has previously been
submitted to Participants in Account A's Proxy Statement
and Form of Proxy relating to any Annual or Special
Meeting of Participants held within the preceding five
calendar years, it may be omitted from Account A's proxy
materials relating to any meeting of Participants held
within three calendar years after the latest such
previous submission: Provided, that
(i) If the proposal was submitted at only one
meeting during such preceding period, it
received less than three percent of the total
number of votes cast in regard thereto; or
(ii) If the proposal was submitted at only two
meetings during such preceding period, it
received at the time of its second submission
less than six percent of the total number of
votes cast in regard thereto; or
(iii)If the prior proposal was submitted at three or
more meetings during such preceding period, it
received at the time of its latest submission
less than ten percent of the total number of
votes cast in regard thereto; or
(13) If the proposal relates to specific amount of cash or
stock dividends.
SOLICITATION STATEMENT
The cost of this solicitation of Proxies shall be borne by
GWL&A pursuant to its Sales Services Agreement with Account A.
ANNUAL REPORT
The Annual Report of Account A has been mailed to all
Participants entitled to vote at the Annual Meeting. Account A
will furnish, without charge, a copy of the 1996 Annual Report
and/or the June 30, 1996 Semi-Annual Report upon request to: Ms.
Lori Schmidtke, 8515 E. Orchard Road, Englewood, CO 80111; (800)
537-2033, ext. 4538.
By Order of the Committee
/s/ Ruth B. Lurie
Ruth B. Lurie
Secretary to the Committee
March 14, 1997
