<PAGE>
GENERAL AMERICAN CAPITAL COMPANY
PROSPECTUS SUPPLEMENT
Dated September 20, 2000
This document supplements the General American Capital Company
prospectus dated May 1, 2000 and replaces the prospectus supplement
dated August 14, 2000. Please keep this supplement with your prospectus
for future reference.
On September 19, 2000, the shareholders of the Capital Company approved
a new subadvisory relationship with State Street Research & Management
Company for the Asset Allocation Fund, Managed Equity Fund, Mid-Cap
Equity Fund, and Small-Cap Equity Fund. The shareholders also approved
a change to the investment objective of the Small-Cap Equity Fund from a
passively managed to an actively managed fund. Finally, the
shareholders approved changes in advisory fees for these four funds and
the Capital Company lowered the advisory fee for the S&P 500 Index Fund.
The changes in advisory fees are summarized below:
<TABLE>
<CAPTION>
FUND OLD ADVISORY FEE APPROVED ADVISORY FEE
<S> <C> <C>
S&P 500 Index Fund 0.25% 0.10% up to $500 million
0.08% from $500 million to $750 million
0.05% above $750 million
Small-Cap Equity Fund 0.25% 0.75% up to $250 million
0.65% from $250 million to $750 million
0.60% above $750 million
Managed Equity Fund<F1> 0.40% up to $10 million 0.50% up to $250 million
0.30% from $10 million to $30 million 0.45% from $250 million to $750 million
0.25% above $30 million 0.35% above $750 million
Asset Allocation Fund<F1> 0.50% 0.55% up to $500 million
0.45% from $500 million to $1 billion
0.40% above $1 billion
Mid-Cap Equity Fund<F1> 0.55% up to $10 million 0.55% up to $250 million
0.45% from $10 million to $20 million 0.50% from $250 million to $750 million
0.40% above $20 million 0.45% above $750 million
<FN>
___________________
<F1> The change in advisory fees for this fund will not be effective
until January 6, 2002.
</TABLE>
The following reflects clarifications and/or the above-described changes
to the prospectus.
On page 2, the following disclosure replaces the first paragraph under
"THE ASSET ALLOCATION FUND":
Investment Objective and Principal Strategies. The Asset
---------------------------------------------
Allocation Fund's investment objective is to provide investors
with a long-term investment return composed of capital growth and
income payments. Preservation of capital is the fund's secondary
objective and the chief limit on investment risk. The fund seeks
to achieve these objectives by
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investing in a diversified combination of U.S. common stocks,
bonds, and money market instruments. The mixture of stocks,
bonds, and money market securities varies over time in an attempt
to produce the highest total return consistent with prudence and
preservation of capital. The stock portion of the fund primarily
uses a growth investment style. This means the stock portion of
the fund primarily invests in stocks that have growth potential.
On page 3, the following disclosure replaces the first paragraph under
"THE MANAGED EQUITY FUND":
Investment Objective and Principal Strategies. The Managed Equity
---------------------------------------------
Fund's investment objective is to provide investors with long-term
growth of capital that is consistent with the investment returns
of U.S. common stocks. The fund's secondary objective is to
provide investors with current income. The fund invests primarily
in large-cap value stocks, which may include common and preferred
stocks, convertible securities and warrants. The fund considers
issuers of large-cap value stocks to be companies that are
comparable in size to the companies in the Russell 1000(R) Value
Index or a similar index. In choosing among large-cap stocks, the
fund takes a value approach, searching for those companies that
appear to be trading below their true worth.
On page 4, the following disclosure replaces the first paragraph under
"THE MID-CAP EQUITY FUND":
Investment Objective and Principal Strategies. The Mid-Cap Equity
---------------------------------------------
Fund's investment objective is to provide investors with long-term
growth of capital that is consistent with the investment returns
of mid-sized companies. The fund invests primarily in stocks of
companies with medium market capitalizations and the potential for
earnings growth. The fund generally expects that most investments
will be in stocks of companies that are of comparable size to
companies in the Russell Midcap(TM) Growth Index or a similar
index. In choosing among mid-cap stocks, the fund takes a growth
approach, searching for those companies whose earnings appear to
be growing at a faster rate than the average company.
On page 4, the following disclosure replaces the first paragraph under
"THE SMALL-CAP EQUITY FUND":
Investment Objective and Principal Strategies. The Small-Cap
---------------------------------------------
Equity Fund's investment object is to provide investors with long-
term growth of capital. The fund invests primarily in small
company value stocks. The fund generally expects that most
investments will be in stocks of companies no larger than the
largest companies in the Russell 2000(R) Value Index or a similar
index. In choosing among small company value stocks, the fund
takes a value approach, searching for those companies that appear
to be trading below their true worth.
2
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<PAGE>
On page 11, the following replaces the table at the top of the page:
<TABLE>
<CAPTION>
Total Fund
Investment Administration Operating
Advisory Fees Fees Expenses
<S> <C> <C> <C>
Money Market Fund .125% .08% .205%
Bond Index Fund .25 .05 .30
Asset Allocation Fund .50 .10 .60
Managed Equity Fund .29 .10 .39
S&P 500 Index Fund .09 .05 .14
Mid-Cap Equity Fund .54 .10 .64
Small-Cap Equity Fund .75 .05 .80
International Index Fund .49 .30 .79
</TABLE>
On page 11, the following replaces the second table:
<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
------ ------- ------- --------
<S> <C> <C> <C> <C>
Money Market Fund $21 $66 $116 $262
Bond Index Fund 31 97 169 381
Asset Allocation Fund <F1> 62 198 353 803
Managed Equity Fund <F1> 40 149 293 710
S&P 500 Index Fund 31 62 95 195
Mid-Cap Equity Fund <F1> 66 207 361 810
Small-Cap Equity Fund 31 206 396 946
International Index Fund 81 253 440 981
<FN>
___________________
<F1> The expense examples reflect the fee changes scheduled for January
6, 2002.
</TABLE>
The following replaces the disclosure starting with the second paragraph
of page 12 through the first full paragraph on page 13:
THE ADVISER
Conning Asset Management Company (the Adviser) is the investment adviser
for each of the Capital Company's funds. The Adviser was formed in
1982. Its address is 700 Market Street, St. Louis, Missouri 63101. The
Adviser is an indirect subsidiary of MetLife, Inc., a publicly traded
company. As of December 31, 1999, the Adviser provided investment
management to 96 unaffiliated institutional accounts and to 52
affiliated institutional accounts. As of December 31, 1999, the Adviser
had approximately $33 billion of assets under its discretionary
management.
Subject to policies set by the Board of Directors of the Capital
Company, the Adviser selects investments and provides investment advice
for the S&P 500 Index Fund, International Index Fund, Bond Index Fund,
and Money Market Fund and provides some administrative services for each
of the Capital Company's funds. The Adviser has engaged State Street
Research & Management Company to provide day-to-day portfolio management
services to the Asset
3
<PAGE>
<PAGE>
Allocation Fund, the Managed Equity Fund, the Mid-Cap Equity Fund, and
the Small-Cap Equity Fund. The Adviser is responsible for supervision
and compensating State Street Research & Management Company for its
services. In addition, the Adviser reviews the practices of broker-
dealers buying and selling investments for the Capital Company.
Portfolio Managers
James P. Romano, CFA, a Vice President and Director of Risk Management
of the Adviser, manages the Bond Index Fund, the S&P 500 Index Fund, and
the International Index Fund. In addition to Risk Management, Mr.
Romano manages the indexed-based fixed-income and equity portfolios at
the Adviser. Before joining the Adviser in 1997, Mr. Romano worked for
John Hancock Mutual Funds in Boston for four years, where he was in
charge of fixed-income and equity portfolio optimization and analytic
systems. Mr. Romano has a degree in Computer Science from Central
Connecticut State University, and a master's degree in Finance from
Rensselaer Polytechnic Institute.
Kathleen A. Spaeth, CCM, Assistant Vice President of the Adviser,
manages the Money Market Fund. Ms. Spaeth has managed the Money Market
Fund since its inception on October 1, 1987. Ms. Spaeth has been with
the Adviser since its inception in 1982.
THE SUBADVISER
State Street Research & Management Company (the Subadviser), One
Financial Center, Boston, Massachusetts 02111, is the investment
subadviser for the Asset Allocation Fund, the Managed Equity Fund, the
Mid-Cap Equity Fund, and the Small-Cap Equity Fund (collectively
referred to as the Subadvised Funds). The Subadviser firm traces its
heritage back to 1924 and the founding of one of America's first mutual
funds. The Subadviser is a subsidiary of SSRM Holdings, Inc., which is
an indirect subsidiary of Metropolitan Life Insurance Company. As of
June 30, 2000, the Subadviser had more than $53 billion in assets under
management, including more than $18 billion in mutual funds.
Subject to policies set by the Board of Directors of the Capital Company
and subject to supervision by the Adviser, the Subadviser selects
investments and provides investment advice for the Subadvised Funds.
The Subadviser also reviews the practices of broker-dealers buying and
selling investments for the Subadvised Funds.
Portfolio Managers.
Peter A. Zuger, CFA, a Senior Vice President of the Subadviser, manages
the Managed Equity Fund. Mr. Zuger has been an investment professional
since 1976. He currently serves as a portfolio manager to other funds
managed by the Subadviser. Prior to joining the Subadviser, Mr. Zuger
served as a portfolio manager with American Century Investment
Management. Mr. Zuger has a bachelor's degree from College of William
and Mary, and a master's degree from Virginia Commonwealth University.
John T. Wilson, a Senior Vice President of the Subadviser, manages the
growth portion of the Asset Allocation Fund. Mr. Wilson currently
serves as a portfolio manager of a number of mutual funds managed by the
Subadviser. Prior to joining the Subadviser in 1996, Mr. Wilson
4
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<PAGE>
served as a vice president of Phoenix Investment Counsel. Mr. Wilson
has a bachelor's degree from Trinity College, and an M.B.A. degree from
Duke University.
John H. Kallis, a Senior Vice President of the Subadviser, manages the
income portion of the Asset Allocation Fund. Mr. Kallis has worked as
an investment professional since 1963, and currently serves as a
portfolio manager of a number of mutual funds. Mr. Kallis holds a
bachelor's degree from Wheaton College.
Catherine Dudley, a Senior Vice President of the Subadviser manages the
Mid-Cap Equity Fund. Ms. Dudley currently serves as portfolio manager
to another mutual fund managed by the Subadviser. During the past five
years, Ms. Dudley also has served as a senior portfolio manager at
Chancellor Capital Management, and as a portfolio manager at Phoenix
Investment Counsel. Ms. Dudley has a bachelor's degree from University
of Connecticut.
Rudolph K. Kluiber, CFA, a Senior Vice President of the Subadviser,
manages the Small-Cap Equity Fund. Mr. Kluiber currently serves as
portfolio manager to other mutual funds advised by the Subadviser. Mr.
Kluiber has worked as an investment professional since 1988 and has a
bachelor's degree from Harvard College, and an M.B.A. degree from
U.C.L.A.
Subadviser Compensation.
The Subadviser charges a fee for its investment subadvisory services
that accrues daily against each Subadvised Fund. The Adviser is
responsible for supervising and compensating the Subadviser.
5
<PAGE>
<PAGE>
GENERAL AMERICAN CAPITAL COMPANY
PROSPECTUS SUPPLEMENT
Dated September 20, 2000
This document supplements the General American Capital Company
prospectus dated May 1, 2000 and replaces the prospectus supplement
dated September 20, 2000. Please keep this supplement with your prospectus
for future reference.
On September 19, 2000, the shareholders of the Capital Company approved
a new subadvisory relationship with State Street Research & Management
Company for the Asset Allocation Fund and the Managed Equity Fund. The
shareholders also approved changes in advisory fees for these two funds
and the Capital Company lowered the advisory fee for the S&P 500 Index
Fund. The changes in advisory fees are summarized below:
<TABLE>
<CAPTION>
FUND OLD ADVISORY FEE APPROVED ADVISORY FEE
<S> <C> <C>
S&P 500 Index Fund 0.25% 0.10% up to $500 million
0.08% from $500 million to $750 million
0.05% above $750 million
Managed Equity Fund<F1> 0.40% up to $10 million 0.50% up to $250 million
0.30% from $10 million to $30 million 0.45% from $250 million to $750 million
0.25% above $30 million 0.35% above $750 million
Asset Allocation Fund<F1> 0.50% 0.55% up to $500 million
0.45% from $500 million to $1 billion
0.40% above $1 billion
<FN>
___________________
<F1> The change in advisory fees for this fund will not be effective
until January 6, 2002.
</TABLE>
The following reflects clarifications and/or the above-described changes
to the prospectus.
On page 2, the following disclosure replaces the first paragraph under
"THE ASSET ALLOCATION FUND":
Investment Objective and Principal Strategies. The Asset
---------------------------------------------
Allocation Fund's investment objective is to provide investors
with a long-term investment return composed of capital growth and
income payments. Preservation of capital is the fund's secondary
objective and the chief limit on investment risk. The fund seeks
to achieve these objectives by investing in a diversified
combination of U.S. common stocks, bonds, and money market
instruments. The mixture of stocks, bonds, and money market
securities varies over time in an attempt to produce the highest
total return consistent with prudence and preservation of capital.
The stock portion of the fund primarily uses a growth investment
style. This means the stock portion of the fund primarily invests
in stocks that have growth potential.
<PAGE>
<PAGE>
On page 3, the following disclosure replaces the first paragraph under
"THE MANAGED EQUITY FUND":
Investment Objective and Principal Strategies. The Managed Equity
---------------------------------------------
Fund's investment objective is to provide investors with long-term
growth of capital that is consistent with the investment returns
of U.S. common stocks. The fund's secondary objective is to
provide investors with current income. The fund invests primarily
in large-cap value stocks, which may include common and preferred
stocks, convertible securities and warrants. The fund considers
issuers of large-cap value stocks to be companies that are
comparable in size to the companies in the Russell 1000(R) Value
Index or a similar index. In choosing among large-cap stocks, the
fund takes a value approach, searching for those companies that
appear to be trading below their true worth.
On page 7, the following replaces the table in the middle of the page:
<TABLE>
<CAPTION>
Total Fund
Investment Administration Operating
Advisory Fees Fees Expenses
<S> <C> <C> <C>
Money Market Fund .125% .08% .205%
Bond Index Fund .25 .05 .30
Asset Allocation Fund .50 .10 .60
Managed Equity Fund .29 .10 .39
S&P 500 Index Fund .09 .05 .14
</TABLE>
On page 8, the following replaces the table at the top of the page:
<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
------ ------- ------- --------
<S> <C> <C> <C> <C>
Money Market Fund $21 $66 $116 $262
Bond Index Fund 31 97 169 381
Asset Allocation Fund <F1> 62 198 353 803
Managed Equity Fund <F1> 40 149 293 710
S&P 500 Index Fund 31 62 95 195
<FN>
___________________
<F1> The expense examples reflect the fee changes scheduled for January
6, 2002.
</TABLE>
The following replaces the last three paragraphs on page 8 and the first
three paragraphs on page 9:
2
<PAGE>
<PAGE>
THE ADVISER
Conning Asset Management Company (the Adviser) is the investment adviser
for each of the Capital Company's funds. The Adviser was formed in
1982. Its address is 700 Market Street, St. Louis, Missouri 63101. The
Adviser is an indirect subsidiary of MetLife, Inc., a publicly traded
company. As of December 31, 1999, the Adviser provided investment
management to 96 unaffiliated institutional accounts and to 52
affiliated institutional accounts. As of December 31, 1999, the Adviser
had approximately $33 billion of assets under its discretionary
management.
Subject to policies set by the Board of Directors of the Capital
Company, the Adviser selects investments and provides investment advice
for the S&P 500 Index Fund, Bond Index Fund, and Money Market Fund and
provides some administrative services for each of the Capital Company's
funds. The Adviser has engaged State Street Research & Management
Company to provide day-to-day portfolio management services to the Asset
Allocation Fund and the Managed Equity Fund. The Adviser is responsible
for supervision and compensating State Street Research & Management
Company for its services. In addition, the Adviser reviews the
practices of broker-dealers buying and selling investments for the
Capital Company.
Portfolio Managers
James P. Romano, CFA, a Vice President and Director of Risk Management
of the Adviser, manages the Bond Index Fund and the S&P 500 Index Fund.
In addition to Risk Management, Mr. Romano manages the indexed-based
fixed-income and equity portfolios at the Adviser. Before joining the
Adviser in 1997, Mr. Romano worked for John Hancock Mutual Funds in
Boston for four years, where he was in charge of fixed-income and equity
portfolio optimization and analytic systems. Mr. Romano has a degree in
Computer Science from Central Connecticut State University, and a
master's degree in Finance from Rensselaer Polytechnic Institute.
Kathleen A. Spaeth, CCM, Assistant Vice President of the Adviser,
manages the Money Market Fund. Ms. Spaeth has managed the Money Market
Fund since its inception on October 1, 1987. Ms. Spaeth has been with
the Adviser since its inception in 1982.
THE SUBADVISER
State Street Research & Management Company (the Subadviser), One
Financial Center, Boston, Massachusetts 02111, is the investment
subadviser for the Asset Allocation Fund and the Managed Equity Fund
(collectively referred to as the Subadvised Funds). The Subadviser firm
traces its heritage back to 1924 and the founding of one of America's
first mutual funds. The Subadviser is a subsidiary of SSRM Holdings,
Inc., which is an indirect subsidiary of Metropolitan Life Insurance
Company. As of June 30, 2000, the Subadviser had more than $53 billion
in assets under management, including more than $18 billion in mutual
funds.
Subject to policies set by the Board of Directors of the Capital Company
and subject to supervision by the Adviser, the Subadviser selects
investments and provides investment advice
3
<PAGE>
<PAGE>
for the Subadvised Funds. The Subadviser also reviews the practices of
broker-dealers buying and selling investments for the Subadvised Funds.
Portfolio Managers.
Peter A. Zuger, CFA, a Senior Vice President of the Subadviser, manages
the Managed Equity Fund. Mr. Zuger has been an investment professional
since 1976. He currently serves as a portfolio manager to other funds
managed by the Subadviser. Prior to joining the Subadviser, Mr. Zuger
served as a portfolio manager with American Century Investment
Management. Mr. Zuger has a bachelor's degree from College of William
and Mary, and a master's degree from Virginia Commonwealth University.
John T. Wilson, a Senior Vice President of the Subadviser, manages the
growth portion of the Asset Allocation Fund. Mr. Wilson currently
serves as a portfolio manager of a number of mutual funds managed by the
Subadviser. Prior to joining the Subadviser in 1996, Mr. Wilson served
as a vice president of Phoenix Investment Counsel. Mr. Wilson has a
bachelor's degree from Trinity College, and an M.B.A. degree from Duke
University.
John H. Kallis, a Senior Vice President of the Subadviser, manages the
income portion of the Asset Allocation Fund. Mr. Kallis has worked as
an investment professional since 1963, and currently serves as a
portfolio manager of a number of mutual funds. Mr. Kallis holds a
bachelor's degree from Wheaton College.
Subadviser Compensation.
The Subadviser charges a fee for its investment subadvisory services
that accrues daily against each Subadvised Fund. The Adviser is
responsible for supervising and compensating the Subadviser.
4
