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: October 11, 2006
(Date of earliest event reported)
PRINCIPAL FINANCIAL GROUP, INC.
(Exact name of registrant as specified in its charter)
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| Delaware
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1-16725
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42-1520346 |
| (State or other jurisdiction
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(Commission file number)
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(I.R.S. Employer |
| of incorporation)
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Identification Number) |
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
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TABLE OF CONTENTS
Item 1.01 Entry into a Material Definitive Agreement
On October 11, 2006, Principal Financial Group, Inc. (the “Company”) entered into an
Underwriting Agreement, dated as of October 11, 2006 (the “Underwriting Agreement”), with Principal
Financial Services, Inc. (“PFS”) and Goldman, Sachs & Co., Merrill Lynch, Pierce, Fenner & Smith
Incorporated and Morgan Stanley & Co. Incorporated, as representatives of the underwriters named
therein (the “Underwriters”), with respect to the offer and sale by the Company, and the full and
unconditional guarantee by PFS, of $500,000,000 aggregate principal amount of 6.05% Senior Notes
due October 15, 2036 (the “Notes”), pursuant to the registration statement on Form S-3 (File No.
333-111352), as amended (the “Registration Statement”). The Notes were issued pursuant to a Senior
Indenture, dated as of October 11, 2006, between the Company and The Bank of New York, as trustee
(the “Trustee), as supplemented by the First Supplemental Indenture, dated as of October 16, 2006
among the Company, PFS and the Trustee. The closing of the sale of the Notes occurred on October
16, 2006.
The Underwriting Agreement includes customary representations, warranties and covenants by the
Company. It also provides for customary indemnification by each of the Company and the Underwriters
against certain liabilities arising out of or in connection with sale of the Notes and customary
contribution provisions in respect of those liabilities.
The foregoing description of the material terms of the Underwriting Agreement is qualified in
its entirety by reference to the Underwriting Agreement, which is attached hereto as Exhibit 1.1
to this report.
Item 9.01 Financial Statements and Exhibits
The exhibits to this Current Report on Form 8-K are hereby incorporated by reference into the
Registration Statement.
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| Exhibit No. |
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Description |
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Exhibit 1.1
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Underwriting Agreement, dated as of October 11, 2006,
among Principal Financial Group, Inc., Principal
Financial Services, Inc. and Goldman, Sachs & Co.,
Merrill Lynch, Pierce, Fenner & Smith Incorporated and
Morgan Stanley & Co. Incorporated, as Representatives of
the Underwriters. |
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