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.
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(Exact name of registrant as specified in its charter)
Delaware 42-1520346
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(State of incorporation or organization) (IRS Employer Identification No.)
711 High Street
Des Moines, Iowa 50392
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(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
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Series B Non-Cumulative Perpetual New York Stock Exchange
Preferred Stock
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
None
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(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).
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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
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Name: Joyce N. Hoffman
Title: Senior Vice President &
Corporate Secretary
Dated: June 17, 2005
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EXHIBIT INDEX
Exhibit Number Exhibit
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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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