8-K 1 a08-21953_28k.htm 8-K

 

 

UNITED STATES

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): August 21, 2008

 


 

 

GENWORTH LIFE AND ANNUITY INSURANCE
COMPANY

(Exact name of registrant as specified in charter)

 

Virginia

 

001-32709

 

54-0283385

(State or other jurisdiction
of incorporation)

 

(Commission File Number)

 

(IRS Employer
Identification No.)

 

6610 West Broad Street, Richmond, VA

 

23230

(Address of principal executive offices)

 

(Zip Code)

 

(804) 281-6000

(Registrant’s telephone number, including area code)

 

N/A

(Former name or former address, if changed since last report)

 


 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

 

o

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 

 

o

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-29(b))

 

 

 

o

 

Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

Item 9.01

 

Financial Statements and Exhibits.

 

The following documents are filed with reference to and are hereby incorporated into the Registration Statement on Form S-3 (File No. 333-128718), as amended, of Genworth Life and Annuity Insurance Company, filed with the Securities and Exchange Commission on September 30, 2005 and amended on December 8, 2005.

 

(d) Exhibits

 

Exhibit 
Number

 

Description

Exhibit 4.1

 

Pricing Instrument, dated as of August 18, 2008, relating to Genworth Global Funding Trust 2008-45

 

 

 

Exhibit 4.2

 

Retail Global Note, dated as of August 21, 2008

 

 

 

Exhibit 4.3

 

Funding Agreement issued by Genworth Life and Annuity Insurance Company to Genworth Global Funding Trust 2008-45, effective as of August 21, 2008

 

 

 

Exhibit 5.1

 

Opinion of Heather C. Harker, counsel for Genworth Life and Annuity Insurance Company

 

 

 

Exhibit 5.2

 

Opinion of Sidley Austin LLP, counsel to Genworth Life and Annuity Insurance Company

 

 

 

Exhibit 8

 

Opinion of Sidley Austin LLP, counsel to Genworth Life and Annuity Insurance Company (re: tax matters)

 

 

 

Exhibit 23.1

 

Consent of Heather C. Harker, counsel for Genworth Life and Annuity Insurance Company (included in Exhibit 5.1)

 

 

 

Exhibit 23.2

 

Consent of Sidley Austin LLP (included in Exhibit 5.2)

 

 

 

Exhibit 23.4

 

Consent of Sidley Austin LLP (included in Exhibit 8)

 

2



 

SIGNATURES

 

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.

 

 

 

GENWORTH LIFE AND ANNUITY
INSURANCE COMPANY

 

 

 

 

By:

/s/ Jac J. Amerell

Date: August 21, 2008

 

Jac J. Amerell

 

 

Vice President and Controller

 

3



 

EXHIBIT INDEX

 

Exhibit 
Number

 

Description

Exhibit 4.1

 

Pricing Instrument, dated as of August 18, 2008, relating to Genworth Global Funding Trust 2008-45

 

 

 

Exhibit 4.2

 

Retail Global Note, dated as of August 21, 2008

 

 

 

Exhibit 4.3

 

Funding Agreement issued by Genworth Life and Annuity Insurance Company to Genworth Global Funding Trust 2008-45, effective as of August 21, 2008

 

 

 

Exhibit 5.1

 

Opinion of Heather C. Harker, counsel for Genworth Life and Annuity Insurance Company

 

 

 

Exhibit 5.2

 

Opinion of Sidley Austin LLP, counsel to Genworth Life and Annuity Insurance Company

 

 

 

Exhibit 8

 

Opinion of Sidley Austin LLP, counsel to Genworth Life and Annuity Insurance Company (re: tax matters)

 

 

 

Exhibit 23.1

 

Consent of Heather C. Harker, counsel for Genworth Life and Annuity Insurance Company (included in Exhibit 5.1)

 

 

 

Exhibit 23.2

 

Consent of Sidley Austin LLP (included in Exhibit 5.2)

 

 

 

Exhibit 23.4

 

Consent of Sidley Austin LLP (included in Exhibit 8)

 

4