SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: August 8, 2002
(Date of earliest event reported)
PRINCIPAL FINANCIAL GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 1-16725 42-1520346
(State or other Commission file number (I.R.S. Employer
jurisdiction Identification Number)
of incorporation)
711 High Street, Des Moines, Iowa 50392
(Address of principal executive offices)
(Registrant's telephone number, including area code)
(515) 247-5111
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Item 7. Exhibits.
Statement Under Oath of Principal Executive Officer Pursuant to Commission Order
No. 4-460.
Statement Under Oath of Principal Financial Officer Pursuant to Commission Order
No. 4-460.
Item 9. Regulation FD Disclosure.
On August 8, 2002, the principal executive officer and principal
financial officer of Principal Financial Group, Inc. filed sworn statements with
the Securities and Exchange Commission pursuant to Commission Order No. 4-460,
copies of which are attached hereto and incorporated herein by reference
pursuant to Regulation FD.
SIGNATURE
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/ Michael H. Gersie
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Name: Michael H. Gersie
Title: Executive Vice President and
Chief Financial Officer
Date: August 8, 2002
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STATEMENT UNDER OATH OF PRINCIPAL EXECUTIVE OFFICER AND
PRINCIPAL FINANCIAL OFFICER REGARDING FACTS AND
CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS
I, J. Barry Griswell, state and attest that:
(1) To the best of my knowledge, based upon a review of the covered
reports of Principal Financial Group, Inc., and, except as corrected or
supplemented in a subsequent covered report:
o no covered report contained an untrue statement of a material fact as
of the end of the period covered by such report (or in the case of a
report on Form 8-K or definitive proxy materials, as of the date on
which it was filed); and
o no covered report omitted to state a material fact necessary to make
the statements in the covered report, in light of the circumstances
under which they were made, not misleading as of the end of the
period covered by such report (or in the case of a report on Form 8-K
or definitive proxy materials, as of the date on which it was filed).
(2) I have reviewed the contents of this statement with the audit
committee of Principal Financial Group, Inc.'s board of directors.
(3) In this statement under oath, each of the following, if filed on or
before the date of this statement, is a "covered report":
o Principal Financial Group, Inc.'s Annual Report on Form 10-K
for the year ended December 31, 2001, filed with the Commission;
o all reports on Form 10-Q, all reports on Form 8-K and all definitive
proxy materials of Principal Financial Group, Inc. filed with the
Commission subsequent to the filing of the Form 10-K identified
above; and
o any amendments to any of the foregoing.
/s/ J. Barry Griswell
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J. Barry Griswell
Chairman, President and Chief
Executive Officer
Subscribed and sworn to before me this
8th day of August, 2002.
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Notary Public
My Commission Expires:
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STATEMENT UNDER OATH OF PRINCIPAL EXECUTIVE OFFICER AND
PRINCIPAL FINANCIAL OFFICER REGARDING FACTS AND
CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS
I, Michael H. Gersie, state and attest that:
(1) To the best of my knowledge, based upon a review of the covered
reports of Principal Financial Group, Inc., and, except as corrected or
supplemented in a subsequent covered report:
o no covered report contained an untrue statement of a material fact as
of the end of the period covered by such report (or in the case of a
report on Form 8-K or definitive proxy materials, as of the date on
which it was filed); and
o no covered report omitted to state a material fact necessary to make
the statements in the covered report, in light of the circumstances
under which they were made, not misleading as of the end of the
period covered by such report (or in the case of a report on Form 8-K
or definitive proxy materials, as of the date on which it was filed).
(2) I have reviewed the contents of this statement with the audit
committee of Principal Financial Group, Inc.'s board of directors.
(3) In this statement under oath, each of the following, if filed on or
before the date of this statement, is a "covered report":
o Principal Financial Group, Inc.'s Annual Report on Form 10-K
for the year ended December 31, 2001, filed with the Commission;
o all reports on Form 10-Q, all reports on Form 8-K and all definitive
proxy materials of Principal Financial Group, Inc. filed with the
Commission subsequent to the filing of the Form 10-K identified
above; and
o any amendments to any of the foregoing.
/s/ Michael H. Gersie
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Michael H. Gersie
Executive Vice President and Chief
Financial Officer
Subscribed and sworn to before me this
8th day of August, 2002.
/s/ Kathleen M. Fonken
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Notary Public
My Commission Expires: May 14, 2004
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