-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MBE22RvinPy5FDr8OdH0gZD7fE0R4GOkejQf8JEnNjGbidq9uDrfO01waRPxkSZw LQGALwXvet7qvElFoeddsw== /in/edgar/work/0001126328-00-500006/0001126328-00-500006.txt : 20001018 0001126328-00-500006.hdr.sgml : 20001018 ACCESSION NUMBER: 0001126328-00-500006 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20001017 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: COVENTRY HEALTH CARE INC CENTRAL INDEX KEY: 0001054833 STANDARD INDUSTRIAL CLASSIFICATION: [6324 ] IRS NUMBER: 522073000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-53885 FILM NUMBER: 741221 BUSINESS ADDRESS: STREET 1: 6705 ROCKLEDGE DR STE 900 CITY: BETHESDA STATE: MD ZIP: 20817 BUSINESS PHONE: 3015810600 MAIL ADDRESS: STREET 1: 6705 ROCKLEDGE DR SUITE 100 STREET 2: STE 250 CITY: BETHESDA STATE: MD ZIP: 20817 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PRINCIPAL FINANCIAL GROUP INC CENTRAL INDEX KEY: 0001126328 STANDARD INDUSTRIAL CLASSIFICATION: [ ] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 711 HIGH STREET CITY: DES MOINES STATE: IA ZIP: 50392 BUSINESS PHONE: 5152475111 SC 13D/A 1 0001.txt AMENDMENT TO COVENTRY 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 -----END PRIVACY-ENHANCED MESSAGE-----