UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-8F
Application for Deregistration of Certain Registered Investment Companies.
I. General Identifying Information
1. Reason fund is applying to deregister:
[ ] Merger
[X] Liquidation
[ ] Abandonment of Registration
(Note: Abandonments of Registration answer only
questions 1 through 15, 24 and 25 of this form and
complete verification at the end of the form.)
[ ] Election of status as a Business Development Company
(Note: Business Development Companies answer only
questions 1 through 10 of this form and complete
verification at the end of the form.)
2. Name of fund: Group Variable Annuity Account, a separate account of
Minnesota Life Insurance Company
3. Securities and Exchange Commission File No.: 811-8538
4. Is this an initial Form N-8F or an amendment to a
previously filed Form N-8F?
[X] Initial Application [ ] Amendment
5. Address of Principal Executive Office (include No. and
Street, City, State, Zip Code):
400 Robert Street North
St. Paul, Minnesota 55101-2098
6. Name, address and telephone number of individual the
Commission staff should contact with any questions
regarding this form:
Michael P. Boyle, Esq.
400 Robert Street North
St. Paul, Minnesota 55101
(651) 665-3708
7. Name, address and telephone number of individual or entity
responsible for maintenance and preservation of fund
records in accordance with rules 31a-1 and 31a-2 under the
Act [17 CFR 270.31a-1, .31a-2]:
NOTE: Once deregistered, a fund is still required to
maintain and preserve the records described in
rules 31a-1 and 31a-2 for the periods specified in
those rules.
Minnesota Life Insurance Company
400 Robert Street North
St. Paul, Minnesota 55101
(651) 665-3500
8. Classification of fund (check only one):
[ ] Management company;
[X] Unit investment trust; or
[ ] Face-amount certificate company.
9. Subclassification if the fund is a management company
(check only one):
[ ] Open-end [ ] Closed-end
10. State law under which the fund was organized or formed:
Minnesota
11. Provide the name and address of each investment adviser of
the fund (including sub-advisers) during the last five
years, even if the fund's contracts with those advisers
have been terminated:
N/A
12. Provide the name and address of each principal underwriter
of the fund during the last five years, even if the fund's
contracts with those underwriters have been terminated:
Ascend Financial Services, Inc.
400 Robert Street North
St. Paul, Minnesota 55101-2098
13. If the fund is a unit investment trust ("UIT") provide:
(a) Depositor's name(s) and address(es):
Minnesota Life Insurance Company
400 Robert Street North
St. Paul, MN 55101
(b) Trustee's name(s) and address(es): N/A
14. Is there a UIT registered under the Act that served as a
vehicle for investment in the fund (e.g., an insurance
company separate account)?
[ ] Yes [X] No
If Yes, for each UIT state:
Name(s):
File No.: 811-____
Business Address:
15. (a) Did the fund obtain approval from the board of
directors concerning the decision to engage in a
Merger, Liquidation or Abandonment of Registration?
[X] Yes [ ] No
If Yes, state the date on which the board vote took
place:
October 16, 2000
If No, explain:
(b) Did the fund obtain approval from the shareholders
concerning the decision to engage in a Merger,
Liquidation or Abandonment of Registration?
[ ] Yes [X] No
If Yes, state the date on which the shareholder vote
took place:
If No, explain: The last group variable annuity contract holder
with contract interests in this separate account
redeemed its contract on November 30, 2000. All
remaining assets were distributed by means of a
complete withdrawal of separate account assets
at that time.
II. Distributions to Shareholders
16. Has the fund distributed any assets to its shareholders in
connection with the Merger or Liquidation?
[X] Yes [ ] No
(a) If Yes, list the date(s) on which the fund made those
distributions:
December 1, 2000
(b) Were the distributions made on the basis of net
assets?
[X] Yes [ ] No
(c) Were the distributions made pro rata based on share
ownership?
[ ] Yes [X] No
(d) If No to (b) or (c) above, describe the method of
distributions to shareholders. For Mergers, provide
the exchange ratio(s) used and explain how it was
calculated:
Last contract holder took a complete withdrawal. See also
response to Item 15.b.
(e) Liquidations only:
Were any distributions to shareholders made in kind?
[ ] Yes [X] No
If Yes, indicate the percentage of fund shares owned
by affiliates, or any other affiliation of
shareholders:
17. Closed-end funds only: N/A
Has the fund issued senior securities?
[ ] Yes [ ] No
If Yes, describe the method of calculating payments to
senior securityholders and distributions to other
shareholders:
18. Has the fund distributed all of its assets to the fund's
shareholders?
[X] Yes [ ] No
If No,
(a) How many shareholders does the fund have as of the
date this form is filed?
(b) Describe the relationship of each remaining
shareholder to the fund:
19. Are there any shareholders who have not yet received
distributions in complete liquidation of their interests?
[ ] Yes [X] No
If Yes, describe briefly the plans (if any) for
distributing to, or preserving the interests of, those
shareholders:
III. Assets and Liabilities
20. Does the fund have any assets as of the date this form is
filed?
(See question 18 above)
[ ] Yes [X] No
If Yes,
(a) Describe the type and amount of each asset retained
by the fund as of the date this form is filed:
(b) Why has the fund retained the remaining assets?
(c) Will the remaining assets be invested in securities?
[ ] Yes [ ] No
21. Does the fund have any outstanding debts (other than
face-amount certificates if the fund is a face-amount
certificate company) or any other liabilities?
[ ] Yes [x] No
If Yes,
(a) Describe the type and amount of each debt or other
liability:
(b) How does the fund intend to pay these outstanding
debts or other liabilities?
IV. Information About Event(s) Leading to Request For
Deregistration
22. (a) List the expenses incurred in connection with the
Merger or Liquidation:
(i) Legal expenses:
$1,500.00
(ii) Accounting expenses:
-0-
(iii) Other expenses (list and identify separately):
$1,125.00 Information Systems work
(iv) Total expenses (sum of lines (i)-(iii) above):
$2,625.00
(b) How were those expenses allocated?
All expenses were allocated to and borne by Minnesota Life
Insurance Company.
(c) Who paid those expenses?
Minnesota Life Insurance Company
(d) How did the fund pay for unamortized expenses (if
any)?
Not applicable.
23. Has the fund previously filed an application for an order
of the Commission regarding the Merger or Liquidation?
[ ] Yes [X] No
If Yes, cite the release numbers of the Commission's
notice and order or, if no notice or order has been
issued, the file number and date the application was
filed:
V. Conclusion of Fund Business
24. Is the fund a party to any litigation or administrative
proceeding?
[ ] Yes [X] No
If Yes, describe the nature of any litigation or
proceeding and the position taken by the fund in that
litigation:
25. Is the fund now engaged, or intending to engage, in any
business activities other than those necessary for winding
up its affairs?
[ ] Yes [x] No
If Yes, describe the nature and extent of those
activities:
VI. Mergers Only
26. (a) State the name of the fund surviving the Merger:
(b) State the Investment Company Act file number of the
fund surviving the Merger: 811-____
(c) If the merger or reorganization agreement has been
filed with the Commission, state the file number(s),
form type used and date the agreement was filed:
(d) If the merger or reorganization agreement has not
been filed with the Commission, provide a copy of the
agreement as an exhibit to this form.
VERIFICATION
The undersigned states that (i) he has executed this Form
N-8F application for an order under section 8(f) of the
Investment Company Act of 1940 on behalf of Group Variable Annuity Account,
(ii) he is the President and CEO of Minnesota Life Insurance Company, the
Depositor of the Group Variable Annuity Account, and (iii) all actions by the
Minnesota Life Insurance Company Board of Directors necessary to authorize
the undersigned to execute and file this Form N-8F application have been
taken. The undersigned also states that the facts set forth in this Form N-
8F application are true to the best of his knowledge, information and belief.
/s/ Robert L. Senkler
___________________________
Robert L. Senkler
President and Chief Executive Officer
Minnesota Life Insurance Company
