As filed with the Securities and Exchange Commission on November 26, 1997
Registration No. 2-96000
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 7
FORM S-6
FOR THE REGISTRATION UNDER THE SECURITIES ACT OF 1933
OF SECURITIES OF
UNIT INVESTMENT TRUSTS REGISTERED ON FORM N-8B-2
A. Exact Name of Trust:
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY PINNACLE SERIES ACCOUNT
B. Name of Depositor:
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
C. Completed Address of Depositor's Principal Executive Office:
8515 East Orchard Road
Englewood, Colorado 80111
D. Name and Complete Address of Agent for Service:
William T. McCallum
President and Chief Executive Officer
Great-West Life & Annuity Insurance Company
8515 East Orchard Road
Englewood, Colorado 80111
Copies to:
James F. Jorden, Esq.
Jorden Burt Berenson & Johnson, LLP
1025 Thomas Jefferson Street, N.W., Suite 400 East
Washington, D.C. 20007-0805
It is proposed that this filing will become effective (check appropriate space):
X Immediately upon filing pursuant to paragraph (b) of Rule 485 On ,
1997, pursuant to paragraph (b) of Rule 485. 60 days after filing
pursuant to paragraph (a)(1) of Rule 485. On , pursuant to paragraph
(a)(1) of Rule 485. 75 days after filing pursuant to paragraph
(a)(2) of Rule 485. On , pursuant to paragraph (a)(2) of Rule
485.
E. Title and amount of securities being registered:
Interests in the Separate Account under Single Premium Variable Life
Insurance Policies
F. Proposed maximum aggregate offering price to the public of the securities
being registered:
Registrant has registered an indefinite amount of interests in the
Separate Account being offered pursuant to Section 24(f) of the Investment
Company Act of 1940 and Rule 24f-2 thereunder.
In reliance on no-action assurances furnished to the Registrant and the
Depositor in Great-West Life & Annuity Insurance Company, Pinnacle Series
Account (publicly available October 23, 1990), the Registrant has ceased filing
post-effective amendments to this Registration Statement and updating the
prospectus contained therein. This post-effective amendment is filed solely for
the purpose of adding to the Registration Statement the "reasonableness"
representation required by Section 26(e) of the Investment Company Act of 1940,
as amended by the National Securities Markets Improvement Act of 1996. The
Registrant hereby incorporates by reference the content of the Post-Effective
Amendment No. 6 to the Registration Statement on Form S-6 which was previously
filed with the Securities and Exchange Commission.
The following representation is to be inserted immediately following the
paragraph in the Registration Statement on Form S-6, which is entitled
"UNDERTAKINGS TO FILE REPORTS".
Great-West Life & Annuity Insurance Company ("GWL&A") represents that the
fees and charges deducted under the Contracts, in the aggregate, are
reasonable in relation to the services rendered, the expenses to be
incurred, and the risks assumed by GWL&A.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets the
requirements of Rule 485(b) for effectiveness and has caused this Post-Effective
Amendment to the Registration Statement to be signed on its behalf, in the City
of Englewood, State of Colorado, on this day of November 21, 1997.
PINNACLE SERIES ACCOUNT
(Registrant)
By: /s/ William T. McCallum
President
and Chief Executive Officer of
Great-West Life & Annuity
Insurance Company
GREAT-WEST LIFE & ANNUITY
INSURANCE COMPANY
(Depositor)
By: /s/ William T. McCallum
President
and Chief Executive Officer
As required by the Securities Act of 1933, this Post-Effective Amendment
has been signed by the following persons in the capacities with Great-West Life
& Annuity Insurance Company and on the dates indicated:
Signature and Title Date
/s/ Robert Gratton* November 21, 1997
Director and Chairman of the
Board
/s/ William T. McCallum November 21, 1997
Director, President and Chief Executive
Officer
/s/ Glen R. Derback November 21, 1997
Vice President and Controller
/s/ James Balog* November 21, 1997
Director
<PAGE>
Signature and Title Date
/s/ James W. Burns* November 21, 1997
Director
/s/ Orest T. Dackow* November 21, 1997
Director
/s/ Andre Desmarais* November 21, 1997
Director
/s/ Paul Desmarais, Jr.* November 21, 1997
Director
____________________________________ November ______, 1997
Director (Robert G. Graham)
/s/ N. Berne Hart* November 21, 1997
Director
________________________________ November ______, 1997
Director (Kevin P. Kavanagh)
________________________________ November ______, 1997
Director (William Mackness)
/s/ Jerry E.A. Nickerson* November 21, 1997
Director
/s/ P. Michael Pitfield* November 21, 1997
Director
/s/ Michel Plessis-Belair* November 21, 1997
Director
/s/ Brian E. Walsh* November 21, 1997
Director
*By: /s/ D.C. Lennox November 21, 1997
Attorney-in-Fact pursuant to the powers of attorney filed herewith.
POWER OF ATTORNEY
RE
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Know all men by these presents, that I, J. Balog, a Member of the Board of
Directors of Great-West Life & Annuity Insurance Company, a Colorado
corporation, do hereby constitute and appoint each of D.C. Lennox and G.R.
Derback as my true and lawful attorney and agent for me and in my name and on my
behalf to do, individually and without the concurrence of the other attorney and
agent, any and all acts and things and to execute any and all instruments which
either said attorney and agent may deem necessary or desirable to enable
Great-West Life & Annuity Insurance Company and Pinnacle Series Account, a
separate and distinct account of Great-West Life & Annuity Insurance Company
governed under the provisions of the Colorado Insurance Code, to comply with the
Securities Act of 1933 and the Investment Company Act of 1940 and any rules,
regulations, and requirements of the Securities and Exchange Commission ("SEC")
thereunder, including specifically, but without limiting the generality of the
foregoing, power and authority to sign my name, in my capacity as a Member of
the Board of Directors of Great-West Life & Annuity Insurance Company, to the
SEC Form S-6 filings of Great-West Life & Annuity Insurance Company and Pinnacle
Series Account (Registration No. 2-96000), and any and all amendments thereto,
and I hereby ratify and confirm all that either said attorney and agent shall do
or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 10th day of
November, 1997.
/s/ J. Balog
Member, Board of Directors
Great-West Life & Annuity Insurance Company
Witness:
/s/ Alrinia B. Balog
<PAGE>
POWER OF ATTORNEY
RE
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Know all men by these presents, that I, J.W. Burns, a Member of the Board of
Directors of Great-West Life & Annuity Insurance Company, a Colorado
corporation, do hereby constitute and appoint each of D.C. Lennox and G.R.
Derback as my true and lawful attorney and agent for me and in my name and on my
behalf to do, individually and without the concurrence of the other attorney and
agent, any and all acts and things and to execute any and all instruments which
either said attorney and agent may deem necessary or desirable to enable
Great-West Life & Annuity Insurance Company and Pinnacle Series Account, a
separate and distinct account of Great-West Life & Annuity Insurance Company
governed under the provisions of the Colorado Insurance Code, to comply with the
Securities Act of 1933 and the Investment Company Act of 1940 and any rules,
regulations, and requirements of the Securities and Exchange Commission ("SEC")
thereunder, including specifically, but without limiting the generality of the
foregoing, power and authority to sign my name, in my capacity as a Member of
the Board of Directors of Great-West Life & Annuity Insurance Company, to the
SEC Form S-6 filings of Great-West Life & Annuity Insurance Company and Pinnacle
Series Account (Registration No. 2-96000), and any and all amendments thereto,
and I hereby ratify and confirm all that either said attorney and agent shall do
or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 12th day of
November, 1997.
/s/ J.W. Burns
Member, Board of Directors
Great-West Life & Annuity Insurance Company
Witness:
/s/ Louise Auriol
<PAGE>
POWER OF ATTORNEY
RE
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Know all men by these presents, that I, O.T. Dackow, a Member of the Board of
Directors of Great-West Life & Annuity Insurance Company, a Colorado
corporation, do hereby constitute and appoint each of D.C. Lennox and G.R.
Derback as my true and lawful attorney and agent for me and in my name and on my
behalf to do, individually and without the concurrence of the other attorney and
agent, any and all acts and things and to execute any and all instruments which
either said attorney and agent may deem necessary or desirable to enable
Great-West Life & Annuity Insurance Company and Pinnacle Series Account, a
separate and distinct account of Great-West Life & Annuity Insurance Company
governed under the provisions of the Colorado Insurance Code, to comply with the
Securities Act of 1933 and the Investment Company Act of 1940 and any rules,
regulations, and requirements of the Securities and Exchange Commission ("SEC")
thereunder, including specifically, but without limiting the generality of the
foregoing, power and authority to sign my name, in my capacity as a Member of
the Board of Directors of Great-West Life & Annuity Insurance Company, to the
SEC Form S-6 filings of Great-West Life & Annuity Insurance Company and Pinnacle
Series Account (Registration No. 2-96000), and any and all amendments thereto,
and I hereby ratify and confirm all that either said attorney and agent shall do
or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 7th day of
November, 1997.
/s/ O.T. Dackow
Member, Board of Directors
Great-West Life & Annuity Insurance Company
Witness:
/s/ Laura J. Johnson
<PAGE>
POWER OF ATTORNEY
RE
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Know all men by these presents, that I, A. Desmarais, a Member of the Board of
Directors of Great-West Life & Annuity Insurance Company, a Colorado
corporation, do hereby constitute and appoint each of D.C. Lennox and G.R.
Derback as my true and lawful attorney and agent for me and in my name and on my
behalf to do, individually and without the concurrence of the other attorney and
agent, any and all acts and things and to execute any and all instruments which
either said attorney and agent may deem necessary or desirable to enable
Great-West Life & Annuity Insurance Company and Pinnacle Series Account, a
separate and distinct account of Great-West Life & Annuity Insurance Company
governed under the provisions of the Colorado Insurance Code, to comply with the
Securities Act of 1933 and the Investment Company Act of 1940 and any rules,
regulations, and requirements of the Securities and Exchange Commission ("SEC")
thereunder, including specifically, but without limiting the generality of the
foregoing, power and authority to sign my name, in my capacity as a Member of
the Board of Directors of Great-West Life & Annuity Insurance Company, to the
SEC Form S-6 filings of Great-West Life & Annuity Insurance Company and Pinnacle
Series Account (Registration No. 2-96000), and any and all amendments thereto,
and I hereby ratify and confirm all that either said attorney and agent shall do
or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 12th day of
November, 1997.
/s/ A. Desmarais
Member, Board of Directors
Great-West Life & Annuity Insurance Company
Witness:
/s/ J.W. Burns
<PAGE>
POWER OF ATTORNEY
RE
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Know all men by these presents, that I, P. Desmarais, Jr., a Member of the Board
of Directors of Great-West Life & Annuity Insurance Company, a Colorado
corporation, do hereby constitute and appoint each of D.C. Lennox and G.R.
Derback as my true and lawful attorney and agent for me and in my name and on my
behalf to do, individually and without the concurrence of the other attorney and
agent, any and all acts and things and to execute any and all instruments which
either said attorney and agent may deem necessary or desirable to enable
Great-West Life & Annuity Insurance Company and Pinnacle Series Account, a
separate and distinct account of Great-West Life & Annuity Insurance Company
governed under the provisions of the Colorado Insurance Code, to comply with the
Securities Act of 1933 and the Investment Company Act of 1940 and any rules,
regulations, and requirements of the Securities and Exchange Commission ("SEC")
thereunder, including specifically, but without limiting the generality of the
foregoing, power and authority to sign my name, in my capacity as a Member of
the Board of Directors of Great-West Life & Annuity Insurance Company, to the
SEC Form S-6 filings of Great-West Life & Annuity Insurance Company and Pinnacle
Series Account (Registration No. 2-96000), and any and all amendments thereto,
and I hereby ratify and confirm all that either said attorney and agent shall do
or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 12th day of
November, 1997.
/s/ P. Desmarais, Jr.
Member, Board of Directors
Great-West Life & Annuity Insurance Company
Witness:
/s/ Lucie Filteau
<PAGE>
POWER OF ATTORNEY
RE
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Know all men by these presents, that I, R. Gratton, a Member of the Board of
Directors of Great-West Life & Annuity Insurance Company, a Colorado
corporation, do hereby constitute and appoint each of D.C. Lennox and G.R.
Derback as my true and lawful attorney and agent for me and in my name and on my
behalf to do, individually and without the concurrence of the other attorney and
agent, any and all acts and things and to execute any and all instruments which
either said attorney and agent may deem necessary or desirable to enable
Great-West Life & Annuity Insurance Company and Pinnacle Series Account, a
separate and distinct account of Great-West Life & Annuity Insurance Company
governed under the provisions of the Colorado Insurance Code, to comply with the
Securities Act of 1933 and the Investment Company Act of 1940 and any rules,
regulations, and requirements of the Securities and Exchange Commission ("SEC")
thereunder, including specifically, but without limiting the generality of the
foregoing, power and authority to sign my name, in my capacity as a Member of
the Board of Directors of Great-West Life & Annuity Insurance Company, to the
SEC Form S-6 filings of Great-West Life & Annuity Insurance Company and Pinnacle
Series Account (Registration No. 2-96000), and any and all amendments thereto,
and I hereby ratify and confirm all that either said attorney and agent shall do
or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 19th day of
November, 1997.
/s/ R. Gratton
Member, Board of Directors
Great-West Life & Annuity Insurance Company
Witness:
/s/ Nicole Barolet
<PAGE>
POWER OF ATTORNEY
RE
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Know all men by these presents, that I, N.B. Hart, a Member of the Board of
Directors of Great-West Life & Annuity Insurance Company, a Colorado
corporation, do hereby constitute and appoint each of D.C. Lennox and G.R.
Derback as my true and lawful attorney and agent for me and in my name and on my
behalf to do, individually and without the concurrence of the other attorney and
agent, any and all acts and things and to execute any and all instruments which
either said attorney and agent may deem necessary or desirable to enable
Great-West Life & Annuity Insurance Company and Pinnacle Series Account, a
separate and distinct account of Great-West Life & Annuity Insurance Company
governed under the provisions of the Colorado Insurance Code, to comply with the
Securities Act of 1933 and the Investment Company Act of 1940 and any rules,
regulations, and requirements of the Securities and Exchange Commission ("SEC")
thereunder, including specifically, but without limiting the generality of the
foregoing, power and authority to sign my name, in my capacity as a Member of
the Board of Directors of Great-West Life & Annuity Insurance Company, to the
SEC Form S-6 filings of Great-West Life & Annuity Insurance Company and Pinnacle
Series Account (Registration No. 2-96000), and any and all amendments thereto,
and I hereby ratify and confirm all that either said attorney and agent shall do
or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 10th day of
November, 1997.
/s/ N.B. Hart
Member, Board of Directors
Great-West Life & Annuity Insurance Company
Witness:
/s/ Wilma J.Hart
<PAGE>
POWER OF ATTORNEY
RE
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Know all men by these presents, that I, W.T. McCallum, a Member of the Board of
Directors of Great-West Life & Annuity Insurance Company, a Colorado
corporation, do hereby constitute and appoint each of D.C. Lennox and G.R.
Derback as my true and lawful attorney and agent for me and in my name and on my
behalf to do, individually and without the concurrence of the other attorney and
agent, any and all acts and things and to execute any and all instruments which
either said attorney and agent may deem necessary or desirable to enable
Great-West Life & Annuity Insurance Company and Pinnacle Series Account, a
separate and distinct account of Great-West Life & Annuity Insurance Company
governed under the provisions of the Colorado Insurance Code, to comply with the
Securities Act of 1933 and the Investment Company Act of 1940 and any rules,
regulations, and requirements of the Securities and Exchange Commission ("SEC")
thereunder, including specifically, but without limiting the generality of the
foregoing, power and authority to sign my name, in my capacity as a Member of
the Board of Directors of Great-West Life & Annuity Insurance Company, to the
SEC Form S-6 filings of Great-West Life & Annuity Insurance Company and Pinnacle
Series Account (Registration No. 2-96000), and any and all amendments thereto,
and I hereby ratify and confirm all that either said attorney and agent shall do
or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 7th day of
November, 1997.
/s/ W.T. McCallum
Member, Board of Directors
Great-West Life & Annuity Insurance Company
Witness:
/s/ Joan Preyer
<PAGE>
POWER OF ATTORNEY
RE
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Know all men by these presents, that I, J.E.A. Nickerson, a Member of the Board
of Directors of Great-West Life & Annuity Insurance Company, a Colorado
corporation, do hereby constitute and appoint each of D.C. Lennox and G.R.
Derback as my true and lawful attorney and agent for me and in my name and on my
behalf to do, individually and without the concurrence of the other attorney and
agent, any and all acts and things and to execute any and all instruments which
either said attorney and agent may deem necessary or desirable to enable
Great-West Life & Annuity Insurance Company and Pinnacle Series Account, a
separate and distinct account of Great-West Life & Annuity Insurance Company
governed under the provisions of the Colorado Insurance Code, to comply with the
Securities Act of 1933 and the Investment Company Act of 1940 and any rules,
regulations, and requirements of the Securities and Exchange Commission ("SEC")
thereunder, including specifically, but without limiting the generality of the
foregoing, power and authority to sign my name, in my capacity as a Member of
the Board of Directors of Great-West Life & Annuity Insurance Company, to the
SEC Form S-6 filings of Great-West Life & Annuity Insurance Company and Pinnacle
Series Account (Registration No. 2-96000), and any and all amendments thereto,
and I hereby ratify and confirm all that either said attorney and agent shall do
or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 17th day of
November, 1997.
/a/ J.E.A. Nickerson
Member, Board of Directors
Great-West Life & Annuity Insurance Company
Witness:
/s/ M. Lynne Reid
<PAGE>
POWER OF ATTORNEY
RE
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Know all men by these presents, that I, P.M. Pitfield, a Member of the Board of
Directors of Great-West Life & Annuity Insurance Company, a Colorado
corporation, do hereby constitute and appoint each of D.C. Lennox and G.R.
Derback as my true and lawful attorney and agent for me and in my name and on my
behalf to do, individually and without the concurrence of the other attorney and
agent, any and all acts and things and to execute any and all instruments which
either said attorney and agent may deem necessary or desirable to enable
Great-West Life & Annuity Insurance Company and Pinnacle Series Account, a
separate and distinct account of Great-West Life & Annuity Insurance Company
governed under the provisions of the Colorado Insurance Code, to comply with the
Securities Act of 1933 and the Investment Company Act of 1940 and any rules,
regulations, and requirements of the Securities and Exchange Commission ("SEC")
thereunder, including specifically, but without limiting the generality of the
foregoing, power and authority to sign my name, in my capacity as a Member of
the Board of Directors of Great-West Life & Annuity Insurance Company, to the
SEC Form S-6 filings of Great-West Life & Annuity Insurance Company and Pinnacle
Series Account (Registration No. 2-96000), and any and all amendments thereto,
and I hereby ratify and confirm all that either said attorney and agent shall do
or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 12th day of
November, 1997.
/s/ P.M. Pitfield
Member, Board of Directors
Great-West Life & Annuity Insurance Company
Witness:
/s/ Diane Meilleur
<PAGE>
POWER OF ATTORNEY
RE
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Know all men by these presents, that I, M. Plessis-Belair, a Member of the Board
of Directors of Great-West Life & Annuity Insurance Company, a Colorado
corporation, do hereby constitute and appoint each of D.C. Lennox and G.R.
Derback as my true and lawful attorney and agent for me and in my name and on my
behalf to do, individually and without the concurrence of the other attorney and
agent, any and all acts and things and to execute any and all instruments which
either said attorney and agent may deem necessary or desirable to enable
Great-West Life & Annuity Insurance Company and Pinnacle Series Account, a
separate and distinct account of Great-West Life & Annuity Insurance Company
governed under the provisions of the Colorado Insurance Code, to comply with the
Securities Act of 1933 and the Investment Company Act of 1940 and any rules,
regulations, and requirements of the Securities and Exchange Commission ("SEC")
thereunder, including specifically, but without limiting the generality of the
foregoing, power and authority to sign my name, in my capacity as a Member of
the Board of Directors of Great-West Life & Annuity Insurance Company, to the
SEC Form S-6 filings of Great-West Life & Annuity Insurance Company and Pinnacle
Series Account (Registration No. 2-96000), and any and all amendments thereto,
and I hereby ratify and confirm all that either said attorney and agent shall do
or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 13th day of
November, 1997.
/s/ M. Plessis-Belair
Member, Board of Directors
Great-West Life & Annuity Insurance Company
Witness:
/s/ Danielle Durocher
<PAGE>
POWER OF ATTORNEY
RE
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Know all men by these presents, that I, B.E. Walsh, a Member of the Board of
Directors of Great-West Life & Annuity Insurance Company, a Colorado
corporation, do hereby constitute and appoint each of D.C. Lennox and G.R.
Derback as my true and lawful attorney and agent for me and in my name and on my
behalf to do, individually and without the concurrence of the other attorney and
agent, any and all acts and things and to execute any and all instruments which
either said attorney and agent may deem necessary or desirable to enable
Great-West Life & Annuity Insurance Company and Pinnacle Series Account, a
separate and distinct account of Great-West Life & Annuity Insurance Company
governed under the provisions of the Colorado Insurance Code, to comply with the
Securities Act of 1933 and the Investment Company Act of 1940 and any rules,
regulations, and requirements of the Securities and Exchange Commission ("SEC")
thereunder, including specifically, but without limiting the generality of the
foregoing, power and authority to sign my name, in my capacity as a Member of
the Board of Directors of Great-West Life & Annuity Insurance Company, to the
SEC Form S-6 filings of Great-West Life & Annuity Insurance Company and Pinnacle
Series Account (Registration No. 2-96000), and any and all amendments thereto,
and I hereby ratify and confirm all that either said attorney and agent shall do
or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 11th day of
November, 1997.
/s/ B.E. Walsh
Member, Board of Directors
Great-West Life & Annuity Insurance Company
Witness:
/s/ Margaret Canty
