SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
----------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)1
Coventry Health Care, Inc.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
222862104
(CUSIP Number)
Karen E. Shaff,Esq.
Principal Mutual Holding Company
711 High Street
Des Moines, Iowa 50392
(515)247-6139
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
with a copy to:
John W. Blouch, Esq.
Jones & Blouch L.L.P.
1025 Thomas Jefferson Street, N.W.
Suite 410E
Washington, DC 20007
(202)223-3500
September 8, 2000
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 3d-1(c), 13d-1(f) or 13d-1(g), check the following
box [_].
Note. Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
/1/ The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act however, see the Notes).
SCHEDULE 13D
CUSIP No. 222862104
- -------------------
1 NAME OF REPORTING PERSON
Principal Mutual Holding Company
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [x]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E) [_]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Iowa
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 15,117,395 (See Item 5)
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 0
10 SHARED DISPOSITIVE POWER
15,117,395 (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,117,395 (See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [_]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.5%
14 TYPE OF REPORTING PERSON
HC
SCHEDULE 13D
CUSIP No. 222862104
- -------------------
1 NAME OF REPORTING PERSON
Principal Financial Group, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [x]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E) [_]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Iowa
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 15,117,395 (See Item 5)
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 0
10 SHARED DISPOSITIVE POWER
15,117,395 (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,117,395 (See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [_]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.5%
14 TYPE OF REPORTING PERSON
HC
SCHEDULE 13D
CUSIP No. 222862104
- -------------------
1 NAME OF REPORTING PERSON
Principal Financial Services, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [x]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E) [_]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Iowa
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 15,117,395 (See Item 5)
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 0
10 SHARED DISPOSITIVE POWER
15,117,395 (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,117,395 (See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [_]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.5%
14 TYPE OF REPORTING PERSON
HC
SCHEDULE 13D
CUSIP No. 222862104
- -------------------
1 NAME OF REPORTING PERSON
Principal Life Insurance Company
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [x]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E) [_]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Iowa
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 15,117,395 (See Item 5)
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 0
10 SHARED DISPOSITIVE POWER
15,117,395 (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,117,395 (See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [_]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.5%
14 TYPE OF REPORTING PERSON
IC
SCHEDULE 13D
CUSIP No. 222862104
- -------------------
1 NAME OF REPORTING PERSON
Principal Holding Company
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [x]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E) [_]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Iowa
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 15,117,395 (See Item 5)
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 0
10 SHARED DISPOSITIVE POWER
15,117,395 (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,117,395 (See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [_]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.5%
14 TYPE OF REPORTING PERSON
HC
SCHEDULE 13D
CUSIP No. 222862104
- -------------------
1 NAME OF REPORTING PERSON
Principal Health Care, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [x]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E) [_]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Iowa
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 15,103,487 (See Item 5)
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 0
10 SHARED DISPOSITIVE POWER
15,103,487 (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,103,487 (See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [_]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.5%
14 TYPE OF REPORTING PERSON
CO
This Amendment No. 1 amends the Schedule 13D filed on April 13, 1998
(as amended, the "Schedule 13D") on behalf of Principal Life Insurance Company
(formerly, Principal Mutual Life Insurance), Principal Holding Company and
Principal Health Care, Inc., relating to the common stock, par value $0.01 per
share, of Coventry Health Care, Inc., a Delaware corporation ("CHC"). Unless
otherwise indicated herein, each capitalized term used but not defined herein
shall have the meaning assigned to such term in the Schedule 13D.
Item 2 is amended to read as follows:
Item 2. Identity and Background.
- ------ ------------------------
This statement is being filed by: (i) Principal Mutual Holding Company
("PMHC"), (ii) Principal Financial Group, Inc. ("PFG"), (iii) Principal
Financial Services, Inc. ("PFS"), (iv)Principal Life Insurance Company, formerly
Principal Mutual Life Insurance Company ("PLIC" or "PM"),(v)Principal Holding
Company ("PH"), and (vi)Principal Health Care, Inc.("PHC").
After the initial filing of the Schedule 13D, PLIC reorganized from a
mutual life insurance company to a stock life insurance company and in that
connection changed its name and became an indirect, wholly-owned subsidiary of
PMHC, a mutual insurance holding company which is an Iowa corporation. The
intermediate holding companies are PFG and PFS, both Iowa corporations. The
address of the principal business and principal office of each of PMHC, PFG and
PFS is 711 High Street, Des Moines, Iowa 50392.
PLIC is a stock insurance company organized under the laws of the State
of Iowa. The present principal business activity of PLIC is the provision of
products and services for businesses, groups and individuals including
individual insurance, pension plans and group/employee benefits. The address of
its principal business and principal office is 711 High Street, Des Moines, Iowa
50392.
PH is a corporation incorporated under the laws of the State of Iowa.
It is a wholly- owned subsidiary of PM. PH is a holding company for the non-life
insurance subsidiaries of PM. The address of its principal business and
principal office is 711 High Street, Des Moines, Iowa 50392.
PHC is a corporation incorporated under the laws of the State of Iowa.
It is a direct wholly-owned subsidiary of PH and an indirect wholly-owned
subsidiary of PLIC. PHC's principal business is the development and
administration of managed care arrangements such as preferred provider
organizations and health maintenance organizations. The address of PHC's
principal business and principal office is 711 High Street, Des Moines, Iowa
50392.
By virtue of their ownership and control of PHC, PMHC, PFG, PFS, PLIC
and PH have the ultimate voting and dispositive power with respect to the shares
of CHC Common Stock held by PHC and may be deemed indirect beneficial owners of
all the shares of CHC Common Stock owned by PHC within the meaning of Rule
13d-3(a) under the Act.
Each of PMHC, PFG, PFS, PLIC, PH and PHC is hereinafter referred to
individually as a "Reporting Person" and collectively as "Reporting Persons." As
discussed below, the Reporting Persons collectively may be deemed to be a group,
within the meaning of Rule 13d-5(b)(1) under the Securities Exchange Act of
1934, as amended (the "Act"), beneficially owning, in the aggregate, 15,117,395
shares of CHC Common Stock or approximately 25.5% of the outstanding shares of
CHC Common Stock within the meaning of Rule 13d-3(a) of the Act.
Attached as Schedule B hereto and incorporated by reference herein is a
list of all Directors and Executive Officers of each Reporting Person. Such
Schedule B also sets forth the principal business address and principal
occupation or employment of each person listed thereon.
All the Directors and Executive Officers of the Reporting Persons are
United States citizens, except as otherwise indicated on Schedule B.
During the last five years, except as set forth below, none of the
Reporting Persons, or the Directors or Executive Officers of the Reporting
Persons, has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
During the last five years, except as set forth below, none of the
Reporting Persons, or the Directors or Executive Officers of the Reporting
Persons, has been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such proceeding was or is
subject to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, or finding any violation with
respect to, federal or state securities law.
Item 5 is amended to read as follows:
Item 5. Interest in Securities of the Issuer.
- ------ -------------------------------------
(a) - (b)As of the date hereof, PHC beneficially owns 15,103,487 shares
of CHC Common Stock.
In addition, as of the date hereof, Invista Capital Management, LLC
("Invista"), a direct wholly-owned subsidiary of PH, and an indirect
wholly-owned subsidiary of PLIC, may be deemed to be the beneficial owner of an
additional 13,908 shares of CHC Common Stock. Invista is a corporation
incorporated under the laws of the state of Iowa. The present principal business
activity of Invista is an investment adviser registered under Section 203 of the
Investment Advisers Act of 1940. The address of Invista's principal business and
principal office is 699 Walnut, 1800 Hub Tower, Des Moines, Iowa 50309. Invista,
using funds provided by holders of certain investment accounts for which Invista
acts as investment adviser, acquires from time to time shares of CHC Common
Stock for those accounts. Invista has voting and dispositive power with respect
to the shares held by the accounts. Shares are acquired and held for the
accounts for investment purposes only.
PMHC, PFG, PFS, PLIC and PH, by virtue of their ownership and control
of PHC and Invista, may be deemed to share the power to vote or dispose of, or
direct the voting or disposition of, 15,117,395 shares of CHC Common Stock, and
therefore may be deemed beneficial owners of the shares of CHC Common Stock
beneficially owned by PHC (15,103,487 shares) and Invista (13,908 shares) within
the meaning of Rule 13d-3(a) under the Act.
The Reporting Persons acted together for the purposes of acquiring,
holding, voting or disposing of CHC Common Stock. Furthermore, PLIC and PHC are
parties to the Shareholders' Agreement. The Shareholders' Agreement obligates
PLIC and PHC to act in concert with respect to certain matters concerning CHC.
As a result, the Reporting Persons may be deemed to constitute a group within
the meaning of the Act which pursuant to Rule 13d-5(b)(1) may be deemed to have
acquired beneficial ownership of all shares of CHC Common Stock beneficially
held by each member of the group, an aggregate of 15,117,395 shares of CHC
Common Stock or 25.5% of the outstanding shares of CHC Common Stock.
(c) None of the Reporting Persons, nor, to the best knowledge of the
Reporting Persons, any person named on Exhibit B hereto, has effected any
transactions in CHC Common Stock during the past 60 days except as described
herein.
On September 8, 2000, PHC sold 10,000,000 shares of CHC Common Stock at
a price of $10 per share. The sale was made pursuant to a purchase agreement
(the "Purchase Agreement") dated May 5, 2000, to which PHC and Warburg, Pincus
Equity Partners, L.P., Warburg, Pincus Netherlands Equity Partners I, C.V.,
Warburg, Pincus Netherlands Equity Partners II, C.V. and Warburg, Pincus
Netherlands Equity Partners III, C.V. (the "Purchasers") are parties whereby the
Purchasers agreed to purchase 10,000,000 shares of CHC Common Stock from PHC at
a purchase price of $10.00 per share for an aggregate purchase price of
$100,000,000. The Purchase Agreement was subject to certain conditions
including, without limitation, the receipt of regulatory and governmental
approvals.
(d) As an investment adviser, Invista invested funds of investment
accounts for which Invista acts as investment adviser in CHC Common Stock.
Consequently, the persons who have interests in such investment accounts are the
beneficiaries of the right to receive dividends from, or the proceeds from the
sale of, shares of CHC Common Stock for which Invista may be deemed the
beneficial owner.
(e) Not applicable.
Item 6 is amended by adding the following at the end of the first
paragraph: "PHC is a party to the Purchase Agreement. See Item 5(c) and Exhibit
E."
Item 7 is amended to read as follows:
Item 7. Exhibits.
- ------ ---------
Exhibit A: Joint Filing Agreement dated October 13, 2000, among the
Reporting Persons.
Exhibit B: Directors and Executive Officers of the Reporting Persons (as
of October 13, 2000).
Exhibit C: Shareholders' Agreement dated April 1, 1998, among PM, PHC and
CHC (previously filed).
Exhibit D: Warrant dated as of March 31, 1998, issued by CHC to PM
(previously filed).
Exhibit E: Purchase Agreement by and among PHC and the Purchasers dated
May 5, 2000 (incorporated by reference to Exhibit 1 to Amendment
No. 6 to Schedule 13D relating, to CHC Common Stock filed by the
Purchasers, among others, on May 11, 2000).
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: October 13, 2000
PRINCIPAL MUTUAL HOLDING COMPANY
By:/s/Joyce N. Hoffman_____________________
-------------------------------------
Joyce N. Hoffman
Vice President & Corporate Secretary
PRINCIPAL FINANCIAL GROUP, INC.
By:/s/Joyce N. Hoffman_____________________
-------------------------------------
Joyce N. Hoffman
Vice President & Corporate Secretary
PRINCIPAL FINANCIAL SERVICES, INC.
By:/s/Joyce N. Hoffman_____________________
-------------------------------------
Joyce N. Hoffman
Vice President & Corporate Secretary
PRINCIPAL LIFE INSURANCE COMPANY
By:/s/Joyce N. Hoffman_____________________
-------------------------------------
Joyce N. Hoffman
Vice President & Corporate Secretary
PRINCIPAL HOLDING COMPANY
By:/s/Joyce N. Hoffman_____________________
-------------------------------------
Joyce N. Hoffman
Vice President & Corporate Secretary
PRINCIPAL HEALTH CARE, INC.
By:/s/Joyce N. Hoffman_____________________
-------------------------------------
Joyce N. Hoffman
Vice President & Corporate Secretary
EXHIBIT A
Joint Filing Agreement
In accordance with Rule 13d-1(k) under the Securities Exchange Act of
1934, as amended, each of the parties hereto agrees with the other parties that
the statement on Schedule 13D pertaining to certain securities of Coventry
Health Care, Inc. to which this agreement is an exhibit is filed by and on
behalf of each such party and that any amendment thereto will be filed on behalf
of each such party.
Dated: October 13, 2000
PRINCIPAL MUTUAL HOLDING COMPANY
By:/s/Joyce N. Hoffman_____________________
-------------------------------------
Joyce N. Hoffman
Vice President & Corporate Secretary
PRINCIPAL FINANCIAL GROUP, INC.
By:/s/Joyce N. Hoffman_____________________
-------------------------------------
Joyce N. Hoffman
Vice President & Corporate Secretary
PRINCIPAL FINANCIAL SERVICES, INC.
By:/s/Joyce N. Hoffman_____________________
-------------------------------------
Joyce N. Hoffman
Vice President & Corporate Secretary
PRINCIPAL LIFE INSURANCE COMPANY
By:/s/Joyce N. Hoffman_____________________
-------------------------------------
Joyce N. Hoffman
Vice President & Corporate Secretary
PRINCIPAL HOLDING COMPANY
By:/s/Joyce N. Hoffman_____________________
-------------------------------------
Joyce N. Hoffman
Vice President & Corporate Secretary
PRINCIPAL HEALTH CARE, INC.
By:/s/Joyce N. Hoffman_____________________
-------------------------------------
Joyce N. Hoffman
Vice President & Corporate Secretary
EXHIBIT B
Directors and Executive Officers of the Reporting Persons
Principal Mutual Holding Company
Principal Financial Group, Inc.
Principal Financial Services, Inc.
Principal Life Insurance Company
Directors
Betsy J. Bernard
Executive Vice President --
National Mass Markets
Quest Communications
1801 California Street, 52nd Floor
Denver, Colorado 80202
Jaclyn Carter-Miller
Corporate Vice President and
Chief Marketing Officer
Motorola, Inc.
1000 Corporate Drive, Suite 700
Fort Lauderdale, Florida 33334
David J. Drury
Chairman of the Board
Principal Life Insurance Company
711 High Street
Des Moines, Iowa 50392-0100
Daniel Gelatt
President
NMT Corporation
2004 Kramer Street
Post Office Box 2287
La Crosse, Wisconsin 54602-2287
J. Barry Griswell
President and Chief Executive Officer
Principal Life Insurance Company
Des Moines, Iowa 50392-0100
Charles S. Johnson
Retired Executive Vice President
DuPont
4935 Mesa Capella Drive
Las Vegas, Nevada 89113-1441
William T. Kerr
Chairman and Chief Executive Officer
Meredith Corporation
1716 Locust Street
Des Moines, Iowa 50309-0323
Lee Liu
Retired Chairman of the Board and
Chief Executive Officer
Alliant Energy Corporation
3086 Loggerhead Road
Cedar Rapids, Iowa 52411
Victor H. Loewenstein*
Partner and Member of the Board
Egon Zehnder International
Couvs de Rive #10
CH-1204 Geneva, Switzerland
Ronald D. Pearson
Chairman, President and Chief Financial Officer
Hy-Vee, Inc.
5820 Westown Parkway
West Des Moines, Iowa 50266
Federico F. Pena
Managing Director
Vestar Capital Partners
1225 17th Street, Suite 1660
Denver, Colorado 80202
John R. Price
Managing Director
The Chase Manhattan Corporation
230 Park Avenue - 21st Floor
New York, New York 10169
Dr. Donald M. Stewart
President and Chief Executive Officer
The Chicago Community Trust
222 North LaSalle Street, Suite 1400
Chicago, Illinois 60601-1009
Elizabeth E. Tallett*
President and Chief Executive Officer
Dioscor Inc.
48 Federal Twist Road
Stockton, New Jersey 08559
Fred W. Weitz
President and Chief Executive Officer
Essex Meadows, Inc.
800 Second Avenue, Suite 150
Des Moines, Iowa 50309
*citizens of the United Kingdom
Executive Officers
The principal business address for all Executive Officers of Principal Mutual
Holding Company, Principal Financial Group, Inc., Principal Financial Services,
Inc. and Principal Life Insurance Company is 711 High Street, Des Moines, Iowa
50392.
David J. Drury
Chairman of the Board
J. Barry Griswell
President and Chief Executive Officer
John E. Aschenbrenner
Executive Vice President
Michael T. Daley
Executive Vice President
Dennis P. Francis
Senior Vice President
Robert A. Slepicka
Senior Vice President
Michael H. Gersie
Executive Vice President
Thomas J. Graf
Senior Vice President
Mary A. O'Keefe
Senior Vice President
Richard L. Prey
Executive Vice President
Gary M. Cain
Senior Vice President
Carl C. Williams
Senior Vice President and Chief Information Officer
Karen E. Shaff
Senior Vice President and
General Counsel
Douglas C. Cunningham
Vice President and Controller
Joyce N. Hoffman
Vice President and Corporate Secretary
Craig L. Bassett
Vice President and Treasurer
Paul F. Bognanno
Senior Vice President
Robb B. Hill
Senior Vice President
C. Robert Duncan
Senior Vice President
Norman R. Sorensen
Senior Vice President
Daniel J. Houston
Senior Vice President
Ellen Z. Lamale
Senior Vice President & Chief Actuary
Larry D. Zimpleman
Senior Vice President
Principal Holding Company
The principal business address for all Directors and Officers of Principal
Holding Company is 711 High Street, Des Moines, Iowa 50392.
Directors Title
John E. Aschenbrenner
Dennis P. Francis
Michael H. Gersie
Thomas J. Graf
J. Barry Griswell
Ellen Z. Lamale
Julia M. Lawler
Richard L. Prey
David J. Drury Chairman
Officers Title
David J. Drury Chairman and CEO
J. Barry Griswell President
John E. Aschenbrenner Senior Vice President
Paul F. Bognanno Senior Vice President
C. Robert Duncan Senior Vice President
Dennis P. Francis Senior Vice President
Michael H. Gersie Senior Vice President
Thomas J. Graf Senior Vice President
Robb B. Hill Senior Vice President
Mary A. O'Keefe Senior Vice President
Richard L. Prey Senior Vice President
Robert A. Slepicka Senior Vice President
Norman R. Sorensen Senior Vice President
Carl C. Williams Senior Vice President and
Chief Information Officer
Douglas C. Cunningham Vice President and Controller
Craig L. Bassett Treasurer
Joyce N. Hoffman Vice President and Corporate Secretary
Principal Health Care, Inc.
The principal business address for all Directors and Officers of Principal
Health Care, Inc. is 711 High Street, Des Moines, Iowa 50392.
Director Title
Gary M. Cain
Michael H. Gersie
J. Barry Griswell
Richard L. Helms
Thomas J. Graf Chairman
Officer Title
Thomas J. Graf President
Karen E. Shaff Senior Vice President and General Counsel
Gary M. Cain Vice President
Richard L. Helms Vice President
Joyce N. Hoffman Vice President and Corporate Secretary
Craig L. Bassett Treasurer
Laura K. Birkenholtz Assistant Corporate Secretary