SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
----------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)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 Financial Group, Inc.
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
February 1, 2002
(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(e), 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 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
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 33,714 (See Item 5)
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 0
10 SHARED DISPOSITIVE POWER
33,714 (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
33,714 (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)
0.06%
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 33,714 (See Item 5)
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 0
10 SHARED DISPOSITIVE POWER
33,714 (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
33,714 (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)
0.06%
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 33,714 (See Item 5)
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 0
10 SHARED DISPOSITIVE POWER
33,714 (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
33,714 (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)
0.06%
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 0
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 0
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [_]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
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 0
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 0
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [_]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14 TYPE OF REPORTING PERSON
CO
This Amendment No. 3 amends the Schedule 13D filed on
April 13, 1998 on behalf of Principal Life Insurance Company
(formerly, Principal Mutual Life Insurance Company), 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"),as amended on October 17,
2000 and January 4, 2002 by Principal Mutual Holding Company and
its successor, Principal Financial Group, Inc., and certain of
their subsidiaries (as amended, the "Schedule 13D"). 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 4 is amended by adding the following:
Item 4. Purpose of Transaction.
(a) On February 1, pursuant to the proposed transaction
described above, PHC sold the 15,103,487 shares of the
outstanding CHC Common Stock which it held. 8,050,000 of the
those shares were sold pursuant to a firm-commitment underwritten
public offering at $19.50 per share. The remaining 7,053,487
shares were purchased by CHC for $20.00 per share.
Furthermore,CHC purchased for $35 million a warrant owned by PHC
to purchase 3,075,182 shares.
Item 5 is amended to read as follows:
Item 5. Interest in Securities of the Issuer.
(a) - (b) As of the date hereof, PFG, PFS, PLIC, PH and
PHC are not the beneficial owners of any shares of CHC Common
Stock, except that PFG, PFS and PLIC, by virtue of their
ownership and control of Invista Capital Management, LLC
("Invista"), an indirect wholly-owned subsidiary of PLIC, may be
deemed to share the power to vote or dispose of, or direct the
voting or disposition of, 33,714 shares of CHC Common Stock, and
therefore may be deemed to be beneficial owners of the shares of
CHC Common Stock beneficially owned by Invista within the
meaning of Rule 13d-3(a) under the Act.
(c) See Item 4.
(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, the 33,714 shares of CHC Common Stock for which Invista may
be deemed the beneficial owner.
(e) Not applicable.
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: March 15, 2002
PRINCIPAL FINANCIAL GROUP, INC.
By:/s/ Joyce N. Hoffman
------------------------
Joyce N. Hoffman
Senior Vice President & Corporate Secretary
PRINCIPAL FINANCIAL SERVICES, INC.
By:/s/ Joyce N. Hoffman
------------------------
Joyce N. Hoffman
Senior Vice President & Corporate Secretary
PRINCIPAL LIFE INSURANCE COMPANY
By:/s/ Joyce N. Hoffman
------------------------
Joyce N. Hoffman
Senior 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
Senior Vice President & Corporate Secretary