-----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, TimEZCko+6N64enUPMrfDcBheKk5DN/XXrlleCskymfLtnYKWAK09KCzQWVTTl/M UYvl9tss+QYcLZo9esMlgA== 0000929624-99-001625.txt : 19990823 0000929624-99-001625.hdr.sgml : 19990823 ACCESSION NUMBER: 0000929624-99-001625 CONFORMED SUBMISSION TYPE: 10-Q/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19990630 FILED AS OF DATE: 19990820 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PMI GROUP INC CENTRAL INDEX KEY: 0000935724 STANDARD INDUSTRIAL CLASSIFICATION: SURETY INSURANCE [6351] IRS NUMBER: 943199675 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q/A SEC ACT: SEC FILE NUMBER: 001-13664 FILM NUMBER: 99696664 BUSINESS ADDRESS: STREET 1: 601 MONTGOMERY ST CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 4157887878 MAIL ADDRESS: STREET 1: 601 MONTGOMERY ST CITY: SAN FRANCISCO STATE: CA ZIP: 94111 10-Q/A 1 AMENDMENT #1 TO FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10 - Q/A [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 1999 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from____________________to_________________________ Commission file number 1-13664 THE PMI GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 94-3199675 (State of Incorporation) (IRS Employer Identification No.) 601 Montgomery Street, San Francisco, California 94111 (Address of principal executive offices) (Zip Code) (415) 788-7878 (Registrant's telephone number including area code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No__ -- Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Class of Stock Par Value Date Number of Shares - -------------- --------- ---- ---------------- Common Stock $0.01 06/30/99 29,837,640 SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10 - Q/A Amendment to Item 1. Interim Consolidated Financial Statements and Notes Note 7 - Subsequent Events and Amendment to Cautionary Statement and Investment Considerations Continuing Relationships With Allstate and Affiliate (IC14) Second Quarter 1999 The PMI Group, Inc., hereby amend its Form 10-Q for the quarter ended June 30, 1999 dated and filed with the Securities and Exchange Commission on August 16, 1999 as follows: (i) by deleting the second sentence of the second paragraph of "Item 1. Note 7 - Subsequent Events" as follows: "Closing of the transactions that are the subject of the Recapture Agreement is subject to additional regulatory approvals, which are expected to be received in 1999." and replacing the deleted language with the following: "Upon receipt of approval from the California Department of Insurance, all conditions precedent to closing the transactions that are the subject of the Recapture Agreement were satisfied. On August 13, 1999, PMI received $45.3 million from Forestview representing qualifying assets in an amount equal to the liabilities recaptured by PMI and final settlement of expenses for future years."; and (ii) by deleting the first and second paragraphs of the section titled "Continuing Relationships With Allstate and Affiliate (IC14)"; located under the heading "Cautionary Statements and Investment Considerations" as follows: 2 "In December 1993, PMI entered into a Mortgage Pool Mortgage Guaranty Insurance Reinsurance Treaty ("Reinsurance Treaty") with Forestview Mortgage Insurance Company ("Forestview") whereby Forestview agreed to reinsure all liabilities (net of amounts collected from third party reinsurers and indemnitors) in connection with PMI's mortgage pool insurance business in exchange for premiums received. The Reinsurance Treaty was amended in October 1994 to add a cut-through provision and to provide that Forestview would assume PMI's obligations under the run-off mortgage pool insurance policies after receipt of all regulatory and policyholder approvals. The majority of Forestview's business is currently comprised of the run-off mortgage pool business ceded by PMI pursuant to the Reinsurance Treaty. Pursuant to the Recapture Agreement , PMI and Forestview have agreed to commute the Reinsurance Treaty and to recapture liabilities ceded by PMI to Forestview under both the Reinsurance Treaty and a Mortgage Guaranty Insurance Reinsurance Treaty ("Deep Cover Treaty") effective December 31, 1991, and terminated as of October 27, 1994, pursuant to a Termination Agreement. Closing of the transactions that are the subject of the recapture agreement is subject to regulatory approval, which are expected to be received in 1999." Item 1. Note 7 - Subsequent Events, and the section titled "Continuing Relationships With Allstate and Affiliate (IC14)" under the heading "Cautionary Statement and Investment Considerations" as amended and restated in their entirety are attached hereto. Unless otherwise stated, information in the originally filed Form 10-Q is presented as of the original filing date, and has not been updated in this amended filing. 3 Item 1. Note 7 - Subsequent Events On August 6, 1999, TPG announced it had completed the acquisition of MGICA, Ltd.,("MGICA") Australia's second largest mortgage insurance company. MGICA, Ltd., is now an indirect wholly owned subsidiary of PMI. The transaction purchase price was US$77.6 million. TPG has also agreed to guarantee repayment of the debt incurred to finance a portion of the purchase price. MGICA has a Standard and Poor's ("S&P") claim paying ability rating of AA- and a Moody's Investor Services ("Moody's") financial strength rating of A1. S&P and Moody's have affirmed both PMI's and MGICA's ratings following the acquisition based upon PMI's execution of a Support agreement to maintain MGICA's capital at certain minimum levels. On July 29, 1999, The California Department of Insurance approved the Recapture Agreement between PMI and Forestview Mortgage Insurance Company ("Forestview"). Upon receipt of approval from the California Department of Insurance, all conditions precedent to closing the transactions that are the subject of the Recapture Agreement were satisfied. On August 13, 1999, PMI received $45.3 million from Forestview representing qualifying assets in an amount equal to the liabilities recaptured by PMI and final settlement of expenses for future years. On July 27, 1999, the Company received $30.2 million from Allstate Insurance Co, as payment of a tax refund due to the Company under a tax sharing agreement executed by TPG, The Allstate Corporation, The Allstate Insurance Company and Sears, Roebuck and Co., in connection with the Company's initial public offering in April 1995. (See Note 7 "Income Taxes" in the 1998 Annual Report to Shareholders) On July 21, 1999, TPG announced that its Board of Directors declared a 3-for-2 stock split in the form of a 50 percent stock dividend, and increased its cash dividend level to 6 cents per share on a pre-split basis. The stock split will be payable on August 16, 1999 to shareholders of record on July 30, 1999. CONTINUING RELATIONSHIPS WITH ALLSTATE AND AFFILIATE (IC14) On October 28, 1994, TPG entered into a Runoff Support Agreement (the "Runoff Support Agreement") with Allstate Insurance Company ("Allstate") to replace various capital support commitments that Allstate had previously provided to PMI. Allstate agreed to pay claims on certain insurance policies issued by PMI prior to October 28, 1994, if PMI's financial condition deteriorates below specified levels, or if a third party brings a claim thereunder. Alternatively, Allstate may make contributions directly to PMI or TPG. In the event that Allstate makes payments or contributions under the Runoff Support Agreement (which possibility management believes is remote), Allstate would receive subordinated debt or preferred stock of PMI or TPG in return. No payment obligations have arisen under the Runoff Support Agreement. 4 SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized, on August 19, 1999. The PMI Group, Inc. /s/ John M. Lorenzen ---------------------------- John M. Lorenzen, Jr. Executive Vice President and Chief Financial Officer and as Authorized Signatory on behalf of Registrant 5 -----END PRIVACY-ENHANCED MESSAGE-----