UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
UNDER THE SECURITIES AND EXCHANGE ACT OF 1934
(Amendment No. 2)
Catalyst Health Solutions, Inc.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title to Class of Securities)
14888B103
(CUSIP NUMBER)
Karen E. Shaff, Esq.
Principal Financial Group, Inc.
711 High Street
Des Moines, IA 50392
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications
April 13, 2011
(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 240.13d1(e), 240.13d1(f), or 240.13d1(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 240.13d7(b) for
other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting persons
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 (Act) 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).
CUSIP No. 14888B103
1. Names of Reporting Persons, I.R.S. Identification Nos. of above persons
(entities only).
Principal Financial Group, Inc.
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
3. SEC Use Only
4. Source of Funds
Not applicable
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
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
7. Sole Voting Power
0
8. Shared Voting Power
3,877,540
9. Sole Dispositive Power
0
10. Shared Dispositive Power
3,877,540
11. Aggregate Amount Beneficially Owned by Each Reporting Person
3,877,540
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
13. Percent of Class Represented by Amount in Row (11)
7.87%
14. Type of Reporting Person
CO, HC
1. Names of Reporting Persons, I.R.S. Identification Nos. of above persons
(entities only).
Principal Financial Services, Inc.
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
3. SEC Use Only
4. Source of Funds
Not applicable
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
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
7. Sole Voting Power
0
8. Shared Voting Power
3,877,540
9. Sole Dispositive Power
0
10. Shared Dispositive Power
3,877,540
11. Aggregate Amount Beneficially Owned by Each Reporting Person
3,877,540
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
13. Percent of Class Represented by Amount in Row (11)
7.87%
14. Type of Reporting Person
CO, HC
1. Names of Reporting Persons, I.R.S. Identification Nos. of above persons
(entities only).
Principal Life Insurance Company
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
3. SEC Use Only
4. Source of Funds
Not applicable
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
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
7. Sole Voting Power
0
8. Shared Voting Power
3,877,540
9. Sole Dispositive Power
0
10. Shared Dispositive Power
3,877,540
11. Aggregate Amount Beneficially Owned by Each Reporting Person
3,877,540
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
13. Percent of Class Represented by Amount in Row (11)
7.87%
14. Type of Reporting Person
IC, HC
1. Names of Reporting Persons, I.R.S. Identification Nos. of above persons
(entities only).
Principal Holding Company, LLC
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
3. SEC Use Only
4. Source of Funds
WC
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
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
7. Sole Voting Power
0
8. Shared Voting Power
3,402,500
9. Sole Dispositive Power
0
10. Shared Dispositive Power
3,402,500
11. Aggregate Amount Beneficially Owned by Each Reporting Person
3,402,500
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
13. Percent of Class Represented by Amount in Row (11)
6.91%
14. Type of Reporting Person
HC
1. Names of Reporting Persons, I.R.S. Identification Nos. of above persons
(entities only).
Principal Global Investors, LLC
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
3. SEC Use Only
4. Source of Funds
Not applicable
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
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
7. Sole Voting Power
0
8. Shared Voting Power
475,040
9. Sole Dispositive Power
0
10. Shared Dispositive Power
475,040
11. Aggregate Amount Beneficially Owned by Each Reporting Person
475,040
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
13. Percent of Class Represented by Amount in Row (11)
.96%
14. Type of Reporting Person
IA
EXPLANATORY NOTE
This Amendment No. 2 to Schedule 13D is being filed jointly by the Reporting
Persons (as defined below) to amend the cover page and Items 1 through 7 of
the initial statement on Schedule 13D. The initial statement on Schedule 13D
was filed with the Securities and Exchange Commission on September 28, 2000,
and Amendment No. 1 was filed on April 15, 2009.
Item 1. Security and Issuer.
This statement relates to shares of common stock (the Common Stock), par value
$.01 per share, of Catalyst Health Solutions, Inc. (the Issuer), whose
principal offices are located at 800 King Farm Boulevard, Fourth Floor,
Rockville, MD 20850.
Item 2. Identity and Background.
This statement is being jointly filed by the following persons pursuant to
Rule 13d1(k) promulgated by the Securities and Exchange Commission pursuant to
Section 13 of the Securities Exchange Act of 1934, as amended (the Exchange
Act): (i) Principal Financial Group, Inc. (PFG), (ii) Principal Holding
Company, LLC (PHC), (iii) Principal Financial Services, Inc. (PFS), (iv)
Principal Life Insurance Company (PLIC) and (v) and Principal Global
Investors, LLC (PGI).
PFG is a corporation incorporated under the laws of the State of Delaware.
Its common stock is publicly traded on the New York Stock Exchange under the
ticker symbol PFG. PFG is a holding company. The address of its principal
business and principal office is 711 High Street, Des Moines, IA 50392.
PFS is a wholly owned subsidiary of PFG, and is a corporation incorporated
under the laws of the State of Iowa. PFS is a holding company. The address
of its principal business and principal office is 711 High Street, Des Moines,
IA 50392.
PLIC is a wholly owned subsidiary of PFS, and is a corporation incorporated
under the laws of the State of Iowa. PLIC is an Iowa stock life insurance
company engaged in the business of insurance and retirement services. The
address of its principal business and principal office is 711 High Street, Des
Moines, IA 50392.
PHC is a wholly owned subsidiary of PLIC, and is a limited liability company
established under the laws of the State of Iowa. PHC is a holding company
mainly for the non life insurance company subsidiaries of its ultimate parent
company, PFG. The address of its principal business and principal office is
711 High Street, Des Moines, Iowa 50392.
PGI, LLC, a Delaware limited liability company, is a wholly owned subsidiary
of PLIC and is a registered investment adviser. Its principal business and
principal office is located at 711 High Street, Des Moines, Iowa 50392.
Each of PFG, PFS, PLIC, PHC and PGI are hereafter referred to individually as
a Reporting Person and collectively as Reporting Persons.
Attached as Schedule A hereto and incorporated by reference herein is a list
of all Directors and Executive Officers of each Reporting Person. The
Directors and Executive Officers of the Reporting Persons can be contacted at
the principal business address provided above.
To the knowledge of the Reporting Persons, none of the Directors or Executive
Officers of the Reporting Persons has had any transactions in shares of the
Issuers Common Stock during the past 60 days, and no Director or Executive
Officer is a beneficial owner of shares of the Issuers Common Stock.
All of the Directors and Executive Officers of the Reporting Persons are
United States citizens, except James P. McCaughan, an executive officer of
PFG, PFS, PLIC and PHC and a director and executive officer of PGI, who is a
citizen of the United Kingdom.
During the last five years, none of the Reporting Persons or, to the knowledge
of such persons, 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, none of the Reporting Persons nor, to the
knowledge of such persons, the Directors or Executive Officers of the
Reporting Persons, has been a party of 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.
The Reporting Persons may be deemed to constitute a group for purposes of
Section 13(d)(3) of the Exchange Act. The Reporting Persons expressly
disclaim that they have agreed to act as a group other than as described in
this statement.
Item 3. Source and Amount of Funds or Other Consideration.
The shares were paid for by using working capital of PHC and client funds of
certain clients of PGI.
Item 4. Purpose of Transaction.
The Reporting Persons intend to hold the shares for long term investment
purposes.
On September 18, 2000, Highland Investments, LLC (a predecessor company to the
Issuer), of which PHC was a member and was considered a controlling person,
distributed to its members the shares of Common Stock held by it. As a
result, PHC received directly 8,840,000 shares of Common Stock.
Since the initial acquisition, 750,000 shares were sold by PHC on November 22,
2004, and 112,500 shares were sold by PHC on November 29, 2004. On June 24,
2005, an exchange of 800,000 shares was made by PHC for ownership in Final
Sequel Newco, LLC, a Delaware limited liability company of which PHC is a 50%
owner. Additional sales of 1,500,000 shares and 1,250,000 shares were made by
PHC on March 24, 2006 and February 1, 2007, respectively.
PGI began acquiring shares of HealthExtras, Inc. on February 1, 2007.
HealthExtras, Inc. has since become Catalyst Health Solutions, Inc. These
shares were purchased as holdings for client accounts in the ordinary course
of business, which PGI has discretion over. These accounts included
proprietary mutual funds, insurance company separate accounts, commingled
private funds and outside client accounts, and were purchased without the
purpose or effect of changing or influencing control of the issuer or engaging
in any arrangement subject to Rule 13d3(b) of the Exchange Act. Additional
purchases and sales of Common Stock have occurred since the initial
acquisition and may occur in the future.
On April 4, 2011, Catalyst Health Solutions, Inc. announced plans to sell
5,500,000 shares of its common stock, subject to market and other conditions,
of which 4,500,000 shares were to be sold by the issuer with 1,000,000 shares
to be sold by PHC. This was an underwritten public offering pursuant to an
automatic shelf registration statement on Form S3 which was filed with the
Securities and Exchange Commission on April 4, 2011. The sale of PHCs
1,000,000 shares occurred on April 7, 2011.
The underwriters were granted a thirty day option to purchase up to an
additional 825,000 shares from PHC. The sale of PHCs additional 825,000
shares took place on April 8, 2011.
Other than as described above, none of the Reporting Persons has any current
plans or proposals which relate to or would result in any matter described in
paragraphs (a) through (j) of Item 4 of Schedule 13D under the Exchange Act.
The Reporting Persons reserve the right to acquire additional securities of
the Issuer, to dispose of securities of the Issuer at any time or to formulate
other purposes, plans or proposals regarding the Issuer or any of its
securities to the extent deemed advisable in light of their respective general
investment and trading policies, market conditions or other factors.
Item 5. Interest in Securities of the Issuer.
(a) and (b)
The Issuers Prospectus Supplement dated April 4, 2011 states that, after
giving effect to the Common Stock offering, the Issuer will have
49,274,660 shares of Common Stock outstanding. The percentage ownership
calculations contained herein were derived using this number.
PHC directly beneficially owns 2,602,500 shares of Common Stock and may
be deemed to indirectly beneficially own 800,000 shares of Common Stock
through its ownership interest in Final Sequel Newco, LLC (as discussed
above). PGI, in its capacity as an investment adviser, beneficially
owned 475,040 shares of Common Stock on behalf of its clients as of
April 13, 2011. Because PFG is the ultimate parent company of PFS,
PLIC, PHC and PGI, PFG may be deemed to be the indirect beneficial owner
of 3,877,540 shares of Common Stock. By reason of the purchases of
Common Stock made on behalf of PGIs clients, PGI and its parent entities
may be deemed to share the power to vote or direct the vote and the
power to dispose or direct the disposition of 475,040 shares of Common
Stock, or .96% of the total outstanding shares of Common Stock.
By reason of the ownership of Common Stock by PHC, PFG, PFS and PLIC may
be deemed to share the power to vote or direct the vote and the power to
dispose or direct the disposition of 3,402,500 shares of Common Stock as
of the date hereof, or 6.91% of the total outstanding shares of Common
Stock.
Thus, PFG may be deemed to share the power to vote or direct the vote
and the power to dispose or direct the disposition of a total of
3,877,540 shares of Common Stock as of the date hereof, or 7.87% of the
total outstanding shares of Common Stock. Pursuant to Rule 13d?4 of the
Exchange Act, PFG expressly declares that the filing of this statement
shall not be construed as an admission that PFG is, for the purposes of
Section 13(d) and/or Section 13(g) of the Exchange Act or otherwise, the
beneficial owner of any securities covered by this statement held by any
other Reporting Person.
(c) Transactions in Securities of the Company During the Past Sixty
Days.
Name of
Entity
Date
Nature of
Transaction
Number of
Shares
Price per
Share
PHC
4/13/2011
Sale
1,000,000
$50.62
PHC
4/13/2011
Sale
825,000
$50.62
Over the last 60 days, additional purchases of shares of the
Issuer have been made by PGI as holdings in client accounts in the
ordinary course of business (such purchases were made without the
purpose or effect of changing or influencing control of the issuer
or engaging in any arrangement subject to Rule 13d3(b) of the
Exchange Act). The shares purchased over the last 60 days are a
small percentage of PGIs entire share holdings. The following
transactions with respect to the Common Stock have been effected
by PGI during the last 60 days:
Name of
Entity
Date
Nature of
Transaction
Number of
Shares
Average Price
per Share
PGI
3/7/2011
Buy
944
$43.93
PGI
3/9/2011
Buy
397
$52.82
PGI
3/10/2011
Buy
5,420
$54.40
PGI
3/15/2011
Buy
3,318
$53.52
PGI
3/18/2011
Buy
2
$53.71
PGI
3/23/2011
Sell
2,400
$53.56
PGI
3/31/2011
Buy
2,648
$55.94
PGI
4/1/2011
Buy
1,112
$56.80
PGI
4/4/2011
Buy
5,279
$56.16
PGI
4/6/2011
Sell
2,000
$54.47
PGI
4/8/2011
Buy
41,539
$55.92
PGI
4/11/2011
Buy
570
$56.12
(d) Dividends and Proceeds
Other than the Reporting Persons, no person is known to have the
right to receive or the power to direct the receipt of the
dividends from, or the proceeds from the sale of, the Common Stock
beneficially owned by the Reporting Persons.
(e) Date Reporting Person Ceased to be Beneficial Owner of More than
5% of the Companys Stock.
Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
PHC and Thomas L. Blair are the sole members of Final Sequel
Newco, LLC, a Delaware limited liability company. PHC and Mr. Blair
each contributed Common Stock of the Issuer in exchange to their
interest in Final Sequel Newco, LLC. Pursuant to Final Sequel Newco,
LLCs operating agreement, the Common Stock of the Issuer may not be
disposed of without the prior written consent of the member
contributing such shares. In addition, the members retain their
right to vote the shares they contributed to Final Sequel Newco, LLC.
Item 7. Material to be Filed as Exhibits.
Exhibit 1 Joint Filing Agreement, dated April, 2011, among each of the
Reporting Persons
Signatures
After reasonable inquiry and to the best of the Reporting Persons knowledge
and belief, the Reporting Person certifies that the information set forth in
this statement is true, complete and correct.
April , 2011
PRINCIPAL FINANCIAL GROUP, INC.
By: ___________________________________
Joyce N. Hoffman
Senior Vice President & Corporate Secretary
April , 2011
PRINCIPAL FINANCIAL SERVICES, INC.
By: ___________________________________
Joyce N. Hoffman
Senior Vice President & Corporate Secretary
April , 2011
PRINCIPAL LIFE INSURANCE COMPANY
By: ___________________________________
Joyce N. Hoffman
Senior Vice President & Corporate Secretary
April , 2011
PRINCIPAL HOLDING COMPANY, LLC
By: ___________________________________
Joyce N. Hoffman
Senior Vice President & Corporate Secretary
April , 2011
PRINCIPAL GLOBAL INVESTORS, LLC
By: ____________________________________
Joyce N. Hoffman
Senior Vice President & Secretary
EXHIBIT 1
JOINT FILING AGREEMENT
In accordance with Rule 13d1(k) under the Securities Exchange Act of
1934, as amended, each of the parties hereto agrees with the other parties
that the statement of Schedule 13D pertaining to certain securities of
Catalyst Health Solutions, 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: April , 2011
PRINCIPAL FINANCIAL GROUP, INC.
By: ___________________________________
Joyce N. Hoffman
Senior Vice President & Corporate
Secretary
PRINCIPAL FINANCIAL SERVICES, INC.
By: ___________________________________
Joyce N. Hoffman
Senior Vice President & Corporate
Secretary
PRINCIPAL LIFE INSURANCE COMPANY
By: ___________________________________
Joyce N. Hoffman
Senior Vice President & Corporate
Secretary
PRINCIPAL HOLDING COMPANY, LLC
By: ___________________________________
Joyce N. Hoffman
Senior Vice President & Corporate
Secretary
PRINCIPAL GLOBAL INVESTORS, LLC
By: ___________________________________
Joyce N. Hoffman
Senior Vice President & Secretary
SCHEDULE A
DIRECTORS AND EXECUTIVE OFFICERS
Principal Financial Group, Inc.
Directors Principal Occupation
Larry D. Zimpleman Chairman, President and CEO,
Principal Financial Group, Inc.
Michael T. Dan Chairman, President and CEO, The
Brinks Company
C. Daniel Gellatt, Jr. President, NMT Corporation
Elizabeth E. Tallett Principal, Hunter Partners,
LLC
Betsy J. Bernard Retired
Jocelyn Carter Miller President, TechEd Ventures
Gary E. Costley Managing Director, C&G Capital
Management, LLC
Sandra L. Helton Retired
Dennis H. Ferro Retired
Richard L. Keyser Chairman of the Board, W.W.
Grainger, Inc.
Arjun K. Mathrani Finance and Banking Professor at New
York Universitys Stern School of Business,
St. Johns University and Cambridge
Universitys Judge Business School
Executive Officers Principal Occupation
Larry D. Zimpleman Chairman, President and Chief
Executive Officer
Daniel J. Houston President Retirement, Insurance and
Financial Services
James P. McCaughan President Global Asset Management
Karen E. Shaff Executive Vice President and General
Counsel
Norman R. Sorensen Executive Vice President International
Asset Accumulation
Julia M. Lawler Senior Vice President and Chief Investment
Officer
Terrance J. Lillis Senior Vice President and Chief Financial
Officer
Mary A. OKeefe Senior Vice President and Chief Marketing
Officer
Gary P. Scholten Senior Vice President and Chief
Information Officer
Principal Financial Services, Inc.
Directors Principal Occupation
Larry D. Zimpleman Chairman, President and CEO,
Principal Financial Group, Inc
Michael T. Dan Chairman, President and CEO, The
Brinks Company
C. Daniel Gellatt, Jr. President, NMT Corporation
Elizabeth E. Tallett Principal, Hunter Partners,
LLC
Betsy J. Bernard Retired
Jocelyn Carter Miller President, TechEd Ventures
Gary E. Costley Managing Director, C&G Capital
Management, LLC
Sandra L. Helton Retired
Dennis H. Ferro Retired
Richard L. Keyser Chairman of the Board, W.W.
Grainger, Inc.
Arjun K. Mathrani Finance and Banking Professor at New
York Universitys Stern School of Business,
St. Johns University and Cambridge
Universitys Judge Business School
Executive Officers Principal Occupation
Larry D. Zimpleman Chairman, President and Chief
Executive Officer
Theresa A. Button Vice President and Treasurer
James P. McCaughan President Global Asset Management
Joyce N. Hoffman Senior Vice President and Corporate
Secretary
Principal Life Insurance Company
Directors Principal Occupation
Larry D. Zimpleman Chairman, President and CEO,
Principal Financial Group, Inc.
Michael T. Dan Chairman, President and CEO, The
Brinks Company
C. Daniel Gellatt, Jr. President, NMT Corporation
Elizabeth E. Tallett Principal, Hunter Partners,
LLC
Betsy J. Bernard Retired
Jocelyn Carter Miller President, TechEd Ventures
Gary E. Costley Managing Director, C&G Capital
Management, LLC
Sandra L. Helton Retired
Dennis H. Ferro Retired
Richard L. Keyser Chairman of the Board, W.W.
Grainger, Inc.
Arjun K. Mathrani Finance and Banking Professor at New
York Universitys Stern School of Business,
St. Johns University and Cambridge
Universitys Judge Business School
Executive Officers Principal Occupation
Larry D. Zimpleman President and Chief Executive
Officer
Theresa A. Button Vice President and Treasurer
James P. McCaughan President Global Asset Management
Joyce N. Hoffman Senior Vice President and Corporate
Secretary
Principal Holding Company, LLC
Directors Principal Occupation
Terrance J. Lillis Senior Vice President and Chief Financial
Officer of PFG
Daniel J. Houston President Retirement, Insurance and
Financial Services of PFG
Julia M. Lawler Senior Vice President and Chief
Investment Officer of PFG
James P. McCaughan President Global Asset Management of
PFG
Karen E. Shaff Executive Vice President and General
Counsel of PFG
Larry D. Zimpleman Chairman, President and CEO of PFG
Executive Officers Principal Occupation
Larry D. Zimpleman President and Chief Executive
Officer
James P. McCaughan President Global Asset Management
Theresa A. Button Vice President and Treasurer
Joyce N. Hoffman Senior Vice President and Corporate
Secretary
Principal Global Investors, LLC
Directors Principal Occupation
David M. Blake Executive Director
Patrick G. Halter Executive Director
Jill M. Hittner Chief Financial Officer
James P. McCaughan Chief Executive Officer
Barbara A. McKenzie Chief Operations Officer
Randall C. Mundt Executive Director
Karen E. Shaff Executive Vice President and General
Counsel
Larry D. Zimpleman Chairman, President and Chief Executive
Officer of PFG
Executive Officers Principal Occupation
James P. McCaughan Chief Executive Officer
Theresa A. Button Vice President and Treasurer
Joyce N. Hoffman Senior Vice President and Secretary
Barbara A. McKenzie Chief Operations Officer
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