8-K 1 c35551e8vk.htm FORM 8-K e8vk
 
 
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): September 17, 2008
 
Principal Life Insurance Company
(Exact name of registrant as specified in its charter)
 
         
Iowa
(State or other jurisdiction
of incorporation)
  001-32109
(Commission
File Number)
  42-0127290
(IRS Employer
Identification No.)
     
711 High Street, Des Moines, Iowa
(Address of principal executive offices)
  50392-0001
(Zip Code)
Registrant’s telephone number, including area code: (515) 247-1111
Not Applicable
(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 (see General Instruction A.2. below):
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-2(b))
o     Pre-commencement communications 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 by reference into the Registration Statement on Form S-3 (File Nos. 333-147181 and 333-147181-01), as amended, of Principal Life Insurance Company and Principal Financial Group, Inc., filed with the Securities and Exchange Commission on November 6, 2007 and amended on November 20, 2007.
     (c) Exhibits
     
Exhibit 4.1
  Omnibus Instrument, dated as of September 12, 2008, relating to Principal Life Income Fundings Trust 2008-83.
 
   
Exhibit 4.2
  Notes issued by the Trust, dated as of September 17, 2008.
 
   
Exhibit 5.1
  Opinion of Michael D. Roughton, internal counsel for Principal Life Insurance Company.
 
   
Exhibit 5.2
  Opinion of Sidley Austin LLP, counsel to Principal Life Insurance Company and Principal Financial Group, Inc.
 
   
Exhibit 8
  Opinion of John D. Schmidt, internal counsel for Principal Life Insurance Company (re: tax matters).
 
   
Exhibit 10.1
  Funding Agreement issued by Principal Life Insurance Company to the Trust, dated as of September 17, 2008.
 
   
Exhibit 10.2
  Guarantee issued by Principal Financial Group, Inc., dated as of September 17, 2008.
 
   
Exhibit 23.1
  Consent of Michael D. Roughton, internal counsel to Principal Life Insurance Company (included in Exhibit 5.1).
 
   
Exhibit 23.2
  Consent of Sidley Austin LLP (included in Exhibit 5.2).
 
   
Exhibit 23.3
  Consent of John D. Schmidt, internal counsel for Principal Life Insurance Company (included in Exhibit 8).

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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 hereunto duly authorized.
         
  PRINCIPAL LIFE INSURANCE COMPANY
(Registrant)
 
 
Date: September 17, 2008  By:   /s/ Christopher J. Henderson    
    Name:   Christopher J. Henderson   
    Title:   Vice President and Associate General Counsel   

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EXHIBIT INDEX
     
Exhibit 4.1
  Omnibus Instrument, dated as of September 12, 2008, relating to Principal Life Income Fundings Trust 2008-83.
 
   
Exhibit 4.2
  Notes issued by the Trust, dated as of September 17, 2008.
 
   
Exhibit 5.1
  Opinion of Michael D. Roughton, internal counsel for Principal Life Insurance Company.
 
   
Exhibit 5.2
  Opinion of Sidley Austin LLP, counsel to Principal Life Insurance Company and Principal Financial Group, Inc.
 
   
Exhibit 8
  Opinion of John D. Schmidt, internal counsel for Principal Life Insurance Company (re: tax matters).
 
   
Exhibit 10.1
  Funding Agreement issued by Principal Life Insurance Company to the Trust, dated as of September 17, 2008.
 
   
Exhibit 10.2
  Guarantee issued by Principal Financial Group, Inc., dated as of September 17, 2008.
 
   
Exhibit 23.1
  Consent of Michael D. Roughton, internal counsel to Principal Life Insurance Company (included in Exhibit 5.1).
 
   
Exhibit 23.2
  Consent of Sidley Austin LLP (included in Exhibit 5.2).
 
   
Exhibit 23.3
  Consent of John D. Schmidt, internal counsel for Principal Life Insurance Company (included in Exhibit 8).

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