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 ss. 240.14a-11(c) or ss.
240.14a-12
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Great-West Variable Annuity Account A
(Name of Registrant as Specified in its Charter)
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(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:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] 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:
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(2) Form, Schedule or Registration No.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE>
GREAT-WEST VARIABLE ANNUITY ACCOUNT A
8515 E. Orchard Road, Englewood, Colorado 80111
NOTICE OF ANNUAL MEETING - APRIL 28, 1999
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 Wednesday,
April 28, 1999 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, 1999; 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 26, 1999 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, 1T2, 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/ Beverly A. Byrne
Beverly A. Byrne, Secretary to
the Variable Annuity
Account A Committee
April 5, 1999
<PAGE>
8
GREAT-WEST VARIABLE ANNUITY ACCOUNT A
Annual Meeting - April 28, 1999
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 28, 1999. 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 5th day of April, 1999 to all Participants of record on February 26,
1999 (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, 693,833.097464 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 648,072.220783 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 45,760.876681 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, except Mr. Esrom M. Kleven who, on the record date, was entitled
to 10.62% of the total eligible votes.
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.
<TABLE>
Principal Occupation
<S> <C> <C> <C> <C> <C> <C>
Name and Address During Last Five Years
of Nominee Age and Other Directorships
Rex Jennings 74 President Emeritus, Denver Metro
6508 Hollytree Circle Chamber of Commerce (since 1987);
Tyler, TX 75703 Maxim Series Fund, Inc.
Director (since 1988)
Douglas Wooden1 42 Great-West Life & Annuity
Insurance
5 Huntwick Lane Company: Executive Vice
President,Financial
Englewood, CO 80110 Services, (since 1998), Senior Vice
President, Financial Services
(1996-1998), Senior Vice President,
Chief Financial Officer, (1991 -
1996)
Sanford Zisman 59 Attorney, Zisman & Ingraham, P.C.;
3773 Cherry Creek Dr. N. Maxim Series Fund, Inc.
Director
Suite 250 (since 1982)
Denver, CO 80209
Richard P. Koeppe, Ph.D. 67 Retired Superintendent
8679 E. Kenyon Ave. Denver Public Schools (1988 -
1990);
Englewood, CO 80017 Maxim Series Fund, Inc.
Director (since 1987)
James D. Motz2 49 Great-West Life & Annuity Insurance
5307 E. Nichols Place Company: Executive Vice President,
Littleton, CO 80122 Employee Benefits (since 1997),
Senior Vice President, Employee
Benefits (1991- 1997); Maxim
Series Fund, Inc. Director (since
1994)
</TABLE>
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.
<PAGE>
STOCK OWNERSHIP AND MATERIAL TRANSACTIONS
As of the record date, no Committee member owned any interest in Account
A or any membership interest in the investment adviser of Account A, GW Capital
Management, LLC ("GW Capital"). In 1998, 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 1998, the total number of meetings held by the Committee was
four. No Committee member attended less than 75% of the total number of meetings
held by the Committee in 1998.
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 March 9,
1999. 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 1998, 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 1998.
<PAGE>
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 2000 Annual Meeting, and that continues
to own such unit through the date on which the 2000 Annual Meeting is held,
shall be entitled to submit for presentation a proposal for action at the 2000
Annual Meeting.
The Participant's proposal shall be included in the Account A Proxy
Statement and Form of Proxy for the 2000 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 2000 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 2000 Annual Meeting.
A proposal to be presented at the 2000 Annual Meeting shall be received
at Account A's principal executive offices not less than 90 days in advance of
April 1, 2000. 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 2000 Annual Meeting.
<PAGE>
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 1998 Annual Report and/or the June 30, 1998 Semi-Annual Report
upon request to: Ms. Atha Sanches, 8515 E. Orchard Road, Englewood, CO 80111;
(800) 537-2033, ext. 4538.
By Order of the Committee
/s/ Beverly A. Byrne
Beverly A. Byrne
Secretary to the Committee
April 5, 1999
<PAGE>
PROXY
FOR
THE ANNUAL MEETING OF PARTICIPANTS OF
GREAT-WEST VARIABLE ANNUITY ACCOUNT A
The undersigned hereby appoints David G. McLeod, Beverly A. Byrne and David T.
Buhler, 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 28,
1999 and at any adjournment thereof, and to represent and cast the votes held on
record by the undersigned on February 26, 1999, 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 AUTHORITY to vote
below (except as marked for all nominees listed below
to the contrary below)
(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, 1999.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(The Members of the Committee recommend a vote FOR)
3) In the discretion of the Members of the Committee, 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: , 1999
(Signature of Participant)
Please sign and date your Proxy and return promptly in the
accompanying envelope.
<PAGE>
1Mr. 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.
2Mr. 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.
