-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, N7d7qw2diy22wbzGm8rtuOvGiNBu1/2dDmSy6Zn2tYnMnYCzIVemnYzJbblxbj3b Z8pUedBe6DOrEjZh4pfDpQ== 0000950123-05-007493.txt : 20050617 0000950123-05-007493.hdr.sgml : 20050617 20050617151640 ACCESSION NUMBER: 0000950123-05-007493 CONFORMED SUBMISSION TYPE: 8-A12B PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050617 DATE AS OF CHANGE: 20050617 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PRINCIPAL FINANCIAL GROUP INC CENTRAL INDEX KEY: 0001126328 STANDARD INDUSTRIAL CLASSIFICATION: ACCIDENT & HEALTH INSURANCE [6321] IRS NUMBER: 421520346 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-16725 FILM NUMBER: 05902975 BUSINESS ADDRESS: STREET 1: 711 HIGH STREET CITY: DES MOINES STATE: IA ZIP: 50392 BUSINESS PHONE: 5152475111 8-A12B 1 y09799be8va12b.txt FORM 8-A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934. PRINCIPAL FINANCIAL GROUP, INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 42-1520346 - ---------------------------------------- --------------------------------- (State of incorporation or organization) (IRS Employer Identification No.) 711 High Street Des Moines, Iowa 50392 - ---------------------------------------- --------------------------------- (Address of principal executive offices) (Zip Code) (515) 247-5111 (Registrant's telephone number, including area code) If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to the General Instruction A.(c), check the following box. [X] If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. [ ] Securities Act registration statement file number to which this form relates: 333-111352 (if applicable). SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: Title of Each Class Name of Each Exchange on Which To Be So Registered Each Class Is To Be Registered ------------------- ------------------------------ Series B Non-Cumulative Perpetual New York Stock Exchange Preferred Stock SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: None - -------------------------------------------------------------------------------- (Title of class) Item 1. Description of Registrant's Securities to be Registered. A description of the Series B Non-Cumulative Perpetual Preferred Stock to be registered hereby is contained under the heading "Description of Capital Stock of Principal Financial Group, Inc." at pages 28 and 29 of the Prospectus, dated June 24, 2004, and under the heading "Description of the Shares" on pages S-15 through S-31 of the Prospectus Supplement relating to the Series B Non-Cumulative Perpetual Preferred Stock, dated June 14, 2005, (each filed pursuant to Rule 424(b) under the Securities Act of 1933, as amended, as part of Registration No. 333-111352), and such descriptions are incorporated herein by reference. Item 2. Exhibits. The following exhibits are filed as part of this Registration Statement: 1. Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to Registrant's Form 8-K, dated June 17, 2005). 2. Amended and Restated By-Laws of the Registrant (incorporated by reference to Exhibit 3.2 to Registrant's Form 8-K, dated June 17, 2005). 3. Certificate of Designations of Registrant's Series B Non-Cumulative Perpetual Preferred Stock, dated June 16, 2005 (incorporated by reference to Exhibit 4.2 to Registrant's Form 8-K, dated June 17, 2005). 4. Specimen Stock Certificate for the Registrant's Series B Non-Cumulative Perpetual Preferred Stock (incorporated by reference to Exhibit 4.4 to Registrant's Form 8-K, dated June 17, 2005).
2 SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement 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 & Corporate Secretary Dated: June 17, 2005 3 EXHIBIT INDEX
Exhibit Number Exhibit - -------------- ------- 1. Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to Registrant's Form 8-K, dated June 17, 2005). 2. Amended and Restated By-Laws of the Registrant (incorporated by reference to Exhibit 3.2 to Registrant's Form 8-K, dated June 17, 2005). 3. Certificate of Designations of Registrant's Series B Non-Cumulative Perpetual Preferred Stock, dated June 16, 2005 (incorporated by reference to Exhibit 4.2 to Registrant's Form 8-K, dated June 17, 2005). 4. Specimen Stock Certificate for the Registrant's Series B Non-Cumulative Perpetual Preferred Stock (incorporated by reference to Exhibit 4.4 to Registrant's Form 8-K, dated June 17, 2005).
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