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): June 14, 2005
PRINCIPAL FINANCIAL GROUP, INC.
(Exact name of registrant as specified in its charter)
711 HIGH STREET, DES MOINES, IOWA 50392
(Address of principal executive offices)
(515) 247-5111
(Registrant's telephone number, including area code)
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:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
DELAWARE 1-16725 42-1520346
(State or Jurisdiction of (Commission File Number) (IRS Employer
Incorporation) Identification Number)
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year
On June 16, 2005, in connection with the transactions described below,
Principal Financial Group, Inc., a Delaware corporation (the "Company"), filed a
certificate of designations setting forth the terms of its Series A
Non-Cumulative Perpetual Preferred Stock, par value $0.01 per share (liquidation
preference $100 per share) (the "Series A Preferred Stock") and a certificate of
designations setting forth the terms of its Series B Non-Cumulative Perpetual
Preferred Stock, par value $0.01 per share (liquidation preference $25 per
share) (the "Series B Preferred Stock", and together with the Series A Preferred
Stock, the "Preferred Stock) (attached hereto as Exhibits 4.1 and 4.2,
respectively, and each incorporated herein by reference) with the Secretary of
State of the State of Delaware. The certificates of designations were effective
upon filing.
Item 8.01 Other Events
On June 14, 2005, the Company, entered into an underwriting agreement
relating to 3,000,000 shares of the Series A Preferred Stock and 10,000,000
shares of the Series B Preferred Stock (attached hereto as Exhibit 1.1 and
incorporated herein by reference) between the Company and Lehman Brothers Inc.,
as representative of the several underwriters (the "Underwriters"), pursuant to
which the Underwriters agreed to purchase the Preferred Stock from the Company.
The Preferred Stock is being offered and sold pursuant to the
registration statement (File No. 333-111352) (the "Registration Statement")
filed by the Company with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act"), and the
related prospectus supplement, dated June 14, 2005, with respect to the Series A
Preferred Stock (the "Series A Prospectus Supplement") and the related
prospectus supplement, dated June 14, 2005, with respect to the Series B
Preferred Stock (the "Series B Prospectus Supplement"). The terms of the Series
A Preferred Stock and the Series B Preferred Stock are set forth, respectively,
in the Series A Prospectus Supplement and the Series B Prospectus Supplement
(both filed with the Commission pursuant to Rule 424(b) under the Act on June
15, 2005).
On June 17, 2005, Debevoise & Plimpton LLP, attorneys for the Company,
issued an opinion and consent (attached hereto as Exhibit 5.1 and 23.1,
respectively, and incorporated herein by reference) as to the validity of the
Preferred Stock.
Item 9.01 Financial Statements and Exhibits
The following documents are filed with reference to and are hereby
incorporated by reference into the Registration Statement.
(c) Exhibits:
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1.1. Underwriting Agreement, dated June 14, 2005 between the Company
and the Underwriters.
3.1. Amended and Restated Certificate of Incorporation of the
Company.
3.2 Amended and Restated By-Laws of the Company.
4.1 Certificate of Designations of the Company's Series A
Non-Cumulative Perpetual Preferred Stock, dated June 16, 2005.
4.2 Certificate of Designations of the Company's Series B
Non-Cumulative Perpetual Preferred Stock, dated June 16, 2005.
4.3 Specimen Stock Certificate for the Company's Series A
Non-Cumulative Perpetual Preferred Stock.
4.4 Specimen Stock Certificate for the Company's Series B
Non-Cumulative Perpetual Preferred Stock.
5.1 Opinion of Debevoise & Plimpton LLP.
23.1 Consent of Debevoise & Plimpton LLP (included in Exhibit 5.1
above).
99.1 Form of Remarketing Agreement, between the Company and Lehman
Brothers Inc., as Remarketing Agent.
99.2 Form of Calculation Agent Agreement, between the Company and
Computershare Trust Company, Inc., as Calculation Agent.
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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 thereunto duly authorized.
PRINCIPAL FINANCIAL GROUP, INC.
By: /S/ JOYCE N. HOFFMAN
-----------------------------
Name: Joyce N. Hoffman
Title: Senior Vice President and
Corporate Secretary
Date: June 17, 2005
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