WSR 98-12-094

INSURANCE COMMISSIONER'S OFFICE

[Filed June 3, 1998, 8:16 a.m.]





No. G 98 - 22

notice of hearing

In the matter of the merger of great northern insured annuity corporation with and into general electric capital assurance company



to: John W. Attey, Vice President

GE Financial Assurance

7125 West Jefferson Avenue, Suite 200

Lakewood, Colorado 80235



G. S. Stiff, President

Great Northern Insured Annuity Corporation

General Electric Capital Assurance Company

601 Union Street, Suite 1400

Seattle, Washington 98101



Jane Boisseau

LeBoeuf, Lamb, Greene & MacRae

125 West 55th Street

New York, New York 10019-5389



Great Northern Insured Annuity Corporation (GNIAC) is a domestic Washington life and disability insurance company. It is a wholly owned subsidiary of General Electric Capital Assurance Company (GECAC). The ultimate controlling person of GNIAC is General Electric Company. As of December 31, 1997, GNIAC reported assets of $6,678,976,266 and a surplus of $494,036,242.



GECAC is a domestic Delaware life and disability insurance company. GECAC holds a Washington Certificate of Authority authorizing it to transact life and disability insurance business in this state. GECAC is a wholly owned subsidiary of GNA Corporation. The ultimate controlling person of GECAC is General Electric Company. As of December 31, 1997, GECAC reported assets of $9,940,941,275 and a surplus of $2,324,070,298.



GECAC has announced its intention to merge GNIAC into GECAC.



A merger involving a domestic Washington insurance company is controlled by RCW 48.31.010. Pursuant to RCW 48.31.010 (1)(a), a proposed Plan of Merger was submitted to the Insurance Commissioner together with proposed Articles of Merger on May 5, 1998, by Jane Boisseau of LeBoeuf, Lamb, Greene, & MacRae, the applicant's outside counsel.



you are hereby notified a hearing will be held on Tuesday, June 30, 1998, in the conference room of the Insurance Commissioner's Office, 420 Golf Club Road, Lacey, Washington 98503, commencing at 11:30 am to consider the proposed merger of GNIAC into GECAC.



The hearing will be held under the authority granted the Commissioner by Chapter 48.04 RCW and RCW 48.31.010 (1)(b). RCW 48.31.010 (1)(b) prescribes the standards upon which approval of a proposed merger shall be evaluated.



The Commissioner has not taken, and will not take, any position on this matter prior to entry of the hearing order.



All parties may be represented at the hearing. They may examine witnesses and fully respond and present evidence and argument on all issues involved, as required by the Administrative Procedure Act. The hearing will be governed by the Administrative Procedure Act, Chapter 34.05 RCW, and the model rules of procedure contained in Chapter 10-08 WAC. A party who fails to attend or participate in any stage of the proceeding may be held in default in accordance with Chapter 34.05 RCW.



The Commissioner will be represented by James E. Tompkins, Assistant Deputy Commissioner, and Dennis Julnes, Chief Financial Analyst.



Assistant Deputy Commissioner John B. Woodall has been designated to hear and determine this matter. His address is Office of the Insurance Commissioner, Post Office Box 40259, Olympia, Washington 98504-0259. His telephone number is (360) 407-0535.



entered at olympia, washington, this 1st day of June, 1998.

Deborah Senn

Insurance Commissioner

By: John B. Woodall

Assistant Deputy Commissioner

for Company Supervision

 

Legislature Code Reviser

Register

Washington State Code Reviser's Office