-4-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) April 29, 1998
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
(Exact name of registrant as specified in its charter)
Colorado 333-1173 84-0467907
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
8515 East Orchard Road, Englewood, Colorado 80111
(Address of principal executive offices) (Zip Code)
(303) 689-3000
(Registrant's telephone number, including area code)
- --------------------------------------------------------------
(Former name or former address, if changed since last report.)
ITEM 5. OTHER EVENTS.
On April 29, 1998, Great-West Life & Annuity Insurance Company ("GWL&A") entered
into a Stock Purchase Agreement (the "Agreement") with Anthem Companies, Inc.
("Anthem"). The Agreement provides that, subject to the satisfaction of the
terms and conditions therein, including federal and state regulatory approvals,
GWL&A will purchase all of the outstanding shares of Anthem's subsidiary, Anthem
Health & Life Insurance Company ("AHLIC") of Piscataway, New Jersey. It is
intended that the transaction will close on or about June 30, 1998.
The purchase price for the AHLIC shares will be based on the adjusted book value
of AHLIC at closing, currently estimated to be approximately $100,000,000. The
purchase price is subject to certain post-closing adjustments.
As part of the transaction, Anthem will cause certain business to be transferred
to AHLIC, including certain group life and health business of two of Anthem's
subsidiaries - Anthem Life Insurance Company, a Texas company, and Anthem Life
Insurance Company of California, a California company. In addition, under a
separate agreement to be entered into at or prior to closing, GWL&A or its
subsidiary will reinsure certain business of Anthem's affiliate, Anthem Health &
Life Insurance Company of New York.
On April 29, 1998, GWL&A issued a press release announcing the execution of the
Agreement. A copy of the press release is filed as an exhibit hereto and is
incorporated by reference herein.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: May 14, 1998
GREAT-WEST LIFE & ANNUITY
INSURANCE COMPANY
By:_/s/ Mitchell T.G. Graye__
Name: Mitchell T.G. Graye
Title: Senior Vice President,
Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Description
99.1 Press release: Great-West Life & Annuity Insurance Company
announces agreement to acquire Anthem Health & Life Insurance
Co.
<PAGE>
EXHIBIT NO. 99.1
FOR IMMEDIATE RELEASE For more information, contact:
Kathy Jacoby,
Public Relations
(303) 689-3155
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY ANNOUNCES
AGREEMENT TO ACQUIRE ANTHEM HEALTH & LIFE INSURANCE CO.
DENVER, April 29, 1998--Great-West Life & Annuity Insurance Company
today announced it has entered into a definitive agreement to acquire Anthem
Health & Life Insurance Company (AHLIC) of Piscataway, N.J.
The AHLIC acquisition will provide Great-West Life & Annuity with an
additional $975 million of equivalent premium income, and it will add 450,000
new medical members to its current 1.7 million membership. This represents
approximately a 25 percent increase in group life and health business.
Great-West Life & Annuity will operate AHLIC as a wholly owned subsidiary with a
separate sales organization, but will gradually combine certain administrative
support functions.
The purchase price will be based on the adjusted book value of AHLIC
upon closing, currently estimated to be approximately $100 million. The
transaction, which was approved by both the boards of directors of Great-West
Life & Annuity and Anthem, Inc., is subject to regulatory approvals. It is
intended that the acquisition will close on June 30, 1998.
A subsidiary of Anthem, Inc., AHLIC provides a variety of life, medical,
disability and dental products to small and medium-size businesses nationwide.
"With the addition of AHLIC, we are accelerating our growth in a highly
attractive segment of the employer market," said Bill McCallum, president and
CEO. "This acquisition provides economies of scale in both our home office and
in our One Health Plan subsidiary, and significantly expands our sales
distribution network."
Jim Motz, executive vice president, employee benefits of Great-West Life
& Annuity, noted that acquisitions are an important element of Great-West's
growth strategy. "This is an extremely good fit for us in terms of size,
products and systems. The purchase of AHLIC will increase our membership in key
geographical areas, allowing us to continue offering our customers competitive
employee benefit products. AHLIC customers will now be able to integrate other
high-demand employee benefit products including our 401(k) plans and flexible
spending accounts."
AHLIC has approximately 1,200 employees and conducts business in 49
states and the District of Columbia with a significant concentration of its
business in Texas, Florida, California, New Jersey and Georgia.
Great-West Life & Annuity Insurance Company, with 5,300 employees,
provides a full range of group life, health and financial products to 2.7
million Americans. The company is also a leader in administering tax-qualified
annuities for public/non-profit pension customers.
Great-West Life & Annuity Insurance Company is an indirect subsidiary of
Great-West Lifeco Inc., a member of the Power Financial Corporation group of
companies. In Canada, Lifeco's subsidiaries The Great-West Life Assurance
Company and the London Life Insurance Company serve the financial security needs
of more than eight million Canadians. In the United States, Great-West Life &
Annuity Insurance Company is a leader in providing employee benefits for small
to mid-sized corporations, and in meeting the retirement income needs of
employees in the public/non-profit sector.
# # #
