Registration No. 333-39890
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2
TO
FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933
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MGIC INVESTMENT CORPORATION
(Exact name of registrant as specified in its charter)
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Wisconsin 39-1486475
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
MGIC Plaza
250 East Kilbourn Avenue
Milwaukee, Wisconsin 53202
(414) 347-6480
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
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Jeffrey H. Lane
Senior Vice President, Secretary and General Counsel
MGIC Investment Corporation
MGIC Plaza
250 East Kilbourn Avenue
Milwaukee, Wisconsin 53202
(414) 347-6480
(Name, address and telephone number of agent for service)
Copies to:
Benjamin F. Garmer, III Edward S. Best
Foley & Lardner Mayer, Brown & Platt
777 East Wisconsin Avenue 190 South LaSalle Street
Milwaukee, Wisconsin 53202-5367 Chicago, Illinois 60603
(414) 271-2400 (312) 782-0600
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Approximate date of commencement of proposed sale to the public: From time
to time after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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SUBJECT TO COMPLETION, DATED SEPTEMBER 25, 2000
PROSPECTUS
$500,000,000
MGIC Investment Corporation
Senior Debt Securities
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We may offer our senior debt securities from time to time. We will provide
the specific terms of these securities in supplements to this prospectus. We may
also describe in the supplements the manner in which the senior debt securities
will be offered. You should read this prospectus and any supplement carefully
before you invest.
The senior debt securities are a new issue of securities. Unless we
otherwise specify in a prospectus supplement, we will not list the senior debt
securities on any securities exchange and we will not establish a trading market
for the senior debt securities.
The risks discussed in the "Risk Factors" section of this prospectus at
page 3 may materially affect our revenues, losses and expenses. We may update
these risks under the "Risk Factors" section in our latest Quarterly Report on
Form 10-Q or Annual Report on Form 10-K. We incorporate these reports by
reference in this prospectus and they are available for your review as described
in the "Where You Can Find More Information" section of this prospectus.
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Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
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The date of this prospectus is , 2000.
The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
MGIC INVESTMENT CORPORATION
MGIC Investment Corporation is a holding company which, through our wholly
owned subsidiary, Mortgage Guaranty Insurance Corporation is the leading
provider of private mortgage insurance coverage in the United States to the home
mortgage lending industry. Private mortgage insurance covers residential first
mortgage loans and expands home ownership opportunities by enabling people to
purchase homes with less than 20% down payments. If the homeowner defaults,
private mortgage insurance reduces and, in some instances, eliminates the loss
to the insured institution.
Private mortgage insurance also facilitates the sale of low down payment
mortgage loans in the secondary mortgage market, principally to the Federal
National Mortgage Association and the Federal Home Loan Mortgage Corporation. In
addition to mortgage insurance on first liens, through other subsidiaries, we
insure residential second mortgages and provide lenders with various
underwriting and other services and products related to home mortgage lending.
The private mortgage insurance industry currently consists of eight active
mortgage insurers and their affiliates. In addition to Mortgage Guaranty
Insurance Corporation, the seven other active private mortgage insurers are:
o PMI Mortgage Insurance Co. o Republic Mortgage Insurance Company
o GE Capital Mortgage Insurance o Triad Guaranty Insurance Corporation
Corporation
o United Guaranty Residential o CMG Mortgage Insurance Company
Insurance Company
o Radian Guaranty Inc.
This list does not include affiliates of these companies. The Annual Report on
Form 10-K for the year ended December 31, 1999 of the parent company of PMI
Mortgage Insurance Co. says that PMI Mortgage Insurance Co. owns 50% of the
common stock of CMG Mortgage Insurance Company.
For 1995 and subsequent years, Mortgage Guaranty Insurance Corporation has
been the largest private mortgage insurer based on new primary insurance written
with a market share of 24.3% in 1999, 23.1% in 1998 and 26.6% in 1997. At
December 31, 1999, MGIC also had the largest book of direct primary insurance in
force.
Mortgage Guaranty Insurance Corporation is licensed in all 50 states of the
United States, the District of Columbia and Puerto Rico. We are a Wisconsin
corporation. Our principal office is located at MGIC Plaza, 250 East Kilbourn
Avenue, Milwaukee, Wisconsin 53202 and our telephone number is 414-347-6480.
USE OF PROCEEDS
Unless we otherwise specify in a prospectus supplement, we will use the net
proceeds we receive from the sale of the debt securities offered under this
prospectus and the accompanying prospectus supplement for general corporate
purposes. These purposes may include repayment of a portion of notes payable
under our credit facilities. We may temporarily invest or apply to repay
short-term debt the net proceeds until we use the net proceeds for their stated
purpose.
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RATIOS OF EARNINGS TO FIXED CHARGES
The following table sets forth our ratios of earnings to fixed charges for
the periods presented:
Six Months Ended Year Ended December 31,
June 30, 2000 -----------------------------------------------------------
------------- 1999 1998 1997 1996 1995
---- ---- ---- ---- ----
25.3 29.2 25.6 47.5 54.2 44.3
For purposes of computing the ratios of earnings to fixed charges, earnings
represent net income less income or loss from equity investees, plus applicable
income taxes and fixed charges. Fixed charges include all interest expense,
amortization of debt expense and the proportion deemed representative of the
interest factor of rent expense.
RISK FACTORS
Our revenues and losses could be affected by the risk factors discussed
below.
If the volume of low down payment home mortgage originations declines, the
amount of insurance that we write could also decline, which could result in
declines in our future revenues.
The factors that affect the volume of low down payment mortgage
originations include:
o the level of home mortgage interest rates,
o the health of the domestic economy as well as conditions in regional
and local economies,
o housing affordability,
o population trends, including the rate of household formation,
o the rate of home price appreciation, which in times of heavy
refinancing affects whether refinance loans have loan-to-value ratios
that require private mortgage insurance, and
o government housing policy encouraging loans to first-time homebuyers.
For the first six months of 2000, our volume declined 26% compared to the same
period in 1999 and we expect our volume for all of 2000 to be lower than it was
in 1999. Our volume was lower in 2000 because many borrowers refinanced their
mortgages during the first six months of 1999 due to a lower interest rate
environment. While our volume was higher in 1999, lenders also cancelled
insurance on loans due to borrowers refinancing. There has been substantially
less refinancing activity in 2000. As a result, lenders have cancelled our
insurance at a lower rate than in 1999. Also, due to generally favorable home
mortgage interest rates in 2000, home purchase activity by first time
homebuyers, who are more likely to need private mortgage insurance, continued to
be strong. As a result of these factors, our premium revenues increased during
the first six months of 2000 compared to 1999. While we have not experienced
lower volume in recent years other than as a result of refinancing activity, one
of the risks we face is that substantially higher interest rates will
substantially reduce purchase activity by first time homebuyers and that the
decline in cancellations of insurance that in the past have accompanied higher
interest rates will not be sufficient to offset the decline in premiums from
loans that are not made.
3
If lenders and investors select alternatives to private mortgage insurance,
the amount of insurance that we write could decline, which could result in
declines in our future revenues.
The alternatives to private mortgage insurance include:
o lenders using government mortgage insurance programs, including those
of the Federal Housing Administration and the Veterans Administration,
o investors holding mortgages in portfolio and self-insuring,
o investors using credit enhancements other than private mortgage
insurance or using other credit enhancements in conjunction with
reduced levels of private mortgage insurance coverage, and
o lenders structuring mortgage originations to avoid private mortgage
insurance, such as a first mortgage with an 80% loan-to-value ratio
and a second mortgage with a 10% loan-to-value ratio, which is
referred to as an 80-10-10 loan, rather than a first mortgage with a
90% loan- to-value ratio.
We believe lenders and investors are self-insuring and making 80-10-10 loans at
about the same percentage as they did over the last several years. During 1999,
the last year for which information is available, lenders made loans with
Federal Housing Administration and Veterans Administration mortgage insurance
with somewhat more frequency than they did in 1997. Investors are using reduced
mortgage insurance coverage on a somewhat higher percentage of loans that we
insure than they had over the last several years.
Because most of the loans MGIC insures are sold to Fannie Mae and Freddie
Mac, changes in their business practices could reduce our revenues or increase
our losses.
The business practices of Fannie Mae and Freddie Mac affect the entire
relationship between them and mortgage insurers and include:
o the level of private mortgage insurance coverage, subject to the
limitations of Fannie Mae and Freddie Mac's charters, when private
mortgage insurance is used as the required credit enhancement on low
down payment mortgages,
o whether Fannie Mae or Freddie Mac influence the mortgage lender's
selection of the mortgage insurer providing coverage and, if so, any
transactions that are related to that selection,
o whether Fannie Mae or Freddie Mac will give mortgage lenders an
incentive, such as a reduced guarantee fee, to select a mortgage
insurer that has a "AAA" claims-paying ability rating to benefit from
the proposed lower capital requirements for Fannie Mae and Freddie Mac
when a mortgage is insured by a company with that rating,
o the underwriting standards that determine what loans are eligible for
purchase by Fannie Mae or Freddie Mac, which thereby affect the
quality of the risk insured by the mortgage insurer and the
availability of mortgage loans,
o the terms on which mortgage insurance coverage can be canceled before
reaching the cancellation thresholds established by law, and
o the circumstances in which mortgage servicers must perform activities
intended to avoid or mitigate loss on insured mortgages that are
delinquent.
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We do not have a "AAA" rating. If the proposed capital rules of the Office of
Federal Housing Enterprise Oversight are adopted in a form that gives greater
capital credit to private mortgage insurers with "AAA" ratings, we may need to
obtain a "AAA" rating. While we believe we can obtain this rating, we would need
to dedicate capital to the mortgage insurance business that we might use in
other ways and we would also have additional costs that we would not otherwise
incur.
Because we participate in an industry that is intensely competitive, our
revenues could decline as we respond to competition.
Competition for private mortgage insurance premiums occurs not only among
private mortgage insurers but increasingly with mortgage lenders through captive
mortgage reinsurance transactions. In these transactions, a lender's affiliate
reinsures a portion of the insurance written by a private mortgage insurer on
mortgages originated by the lender. The low level of losses that has recently
prevailed in the private mortgage insurance industry has encouraged competition
to assume default risk through captive reinsurance arrangements, self insurance,
80-10-10 loans and other means. In 1996, we reinsured under captive reinsurance
arrangements virtually none of our primary insurance. We reinsured 32% of the
new primary insurance that we wrote in 1999. The level of competition within the
private mortgage insurance industry has also increased as many large mortgage
lenders have reduced the number of private mortgage insurers with whom they do
business. At the same time, consolidation among mortgage lenders has increased
the share of the mortgage lending market held by large lenders. Our top ten
customers generated 27.0% of the new primary insurance that we wrote in 1997
compared to 32.5% in 1999. Our private mortgage insurance competitors include:
o PMI Mortgage Insurance Co. o Republic Mortgage Insurance Company
o GE Capital Mortgage Insurance o Triad Guaranty Insurance Corporation
Corporation
o United Guaranty Residential o CMG Mortgage Insurance Company
Insurance Company
o Radian Guaranty Inc.
If interest rates decline, house prices appreciate or mortgage insurance
cancellation requirements change, the length of time that our policies remain in
force could decline and result in declines in our revenue.
In each year, most of MGIC's premiums are from insurance that has been
written in prior years. As a result, the length of time insurance remains in
force is an important determinant of revenues. The factors affecting the length
of time our insurance remains in force include:
o the level of current mortgage interest rates compared to the mortgage
coupon rates on the insurance in force, which affects the
vulnerability of the insurance in force to refinancings, and
o mortgage insurance cancellation policies of mortgage investors along
with the rate of home price appreciation experienced by the homes
underlying the mortgages in the insurance in force.
While it is difficult to measure the extent of the decline, in recent years, the
length of time that our policies remain in force has declined somewhat. Due to
this decline, our premium revenues were lower than they would have been if the
length had not declined.
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If the domestic economy deteriorates, more homeowners may default and our
losses may increase.
Losses result from events that reduce a borrower's ability to continue to
make mortgage payments, such as unemployment, and whether the home of a borrower
who defaults on his mortgage can be sold for an amount that will cover unpaid
principal and interest and the expenses of the sale. Favorable economic
conditions generally reduce the likelihood that borrowers will lack sufficient
income to pay their mortgages and also favorably affect the value of homes,
thereby reducing and in some cases even eliminating a loss from a mortgage
default. In recent years, due in part to the strength of the economy, we have
had low losses by historical standards. A significant deterioration in economic
conditions would probably increase our losses.
We are subject to litigation that could result in a large damage award
against us.
Our MGIC subsidiary is a defendant in a lawsuit alleging that MGIC violated
the Real Estate Settlement Procedures Act by entering into transactions with
lenders that were not properly priced, in return for the referral of mortgage
insurance. The complaint seeks damages of three times the amount of the mortgage
insurance premiums that have been paid and that will be paid at the time of
judgment for the mortgage insurance found to be involved in a violation of the
Real Estate Settlement Procedures Act. The complaint also seeks injunctive
relief, including prohibiting MGIC from receiving future premium payments. MGIC
has answered the complaint and denied liability. However, we cannot predict the
ultimate outcome of litigation. It is possible there could be a large damage
award against us.
Because we expect the pace of change in our industry and in home mortgage
lending to remain high, we will be disadvantaged unless we are able to respond
to new ways of doing business.
We expect that the processes involved in home mortgage lending will
continue to evolve through greater use of technology. This evolution could
effect fundamental changes in the way home mortgages are distributed. Affiliates
of lenders who are regulated depositary institutions gained expanded insurance
powers under financial modernization legislation and the capital markets may
emerge as providers of insurance in competition with traditional insurance
companies. These trends and others increase the level of uncertainty in our
business, demand rapid response to change and place a premium on innovation.
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DESCRIPTION OF DEBT SECURITIES
The following description of the terms of the senior debt securities
describes general terms that apply to the senior debt securities. We will
describe the particular terms of any debt securities more specifically in each
prospectus supplement and, where applicable, pricing supplement relating to
those debt securities. We will also indicate in the prospectus supplement
whether the terms and provisions described in this prospectus apply to a
particular series of debt securities.
We will issue the debt securities under an indenture between us and Bank
One Trust Company, National Association, as trustee.
We summarize the indenture below. Since this is only a summary, it does not
contain all of the information that may be important to you. A copy of the
entire form of indenture is an exhibit to the registration statement of which
this prospectus is a part. When we make parenthetical section references in this
prospectus, those are references to sections of the indenture. We incorporate
the entire indenture by reference, and we encourage you to read the indenture.
General
The indenture does not limit the aggregate principal amount of debt
securities that we may issue and provides that we may issue debt securities
under the indenture from time to time in one or more series. (Section 3.1). The
indenture does not limit the amount of other indebtedness or debt securities,
other than some secured indebtedness as described below, which we or our
subsidiaries may issue. Under the indenture, the terms of the debt securities of
any series may differ and we, without the consent of the holders of the debt
securities of any series, may reopen a previous series of debt securities and
issue additional debt securities of the series or establish additional terms of
the series. (Section 3.1).
Unless we otherwise provide in a prospectus supplement, the debt securities
will be our unsecured obligations and will rank equally with all of our other
unsecured and unsubordinated indebtedness.
We are a holding company and our principal source of cash is dividends from
our Mortgage Guaranty Insurance Corporation subsidiary. Under applicable state
insurance law, the amount of cash dividends and other distributions Mortgage
Guaranty Insurance Corporation may pay is restricted. We describe these
restrictions in general terms in the note to our consolidated financial
statements that discusses dividend restrictions. We also discuss in this note
the differences between generally accepted accounting principles and statutory
insurance accounting principles. One of the insurance law dividend restriction
tests is based on statutory policyholders' surplus, which is computed under
statutory accounting principles by counting items as liabilities that are not
counted as liabilities under generally accepted accounting principles. In our
consolidated financial statements for the year ended December 31, 1999, we
discuss these restrictions and differences in note 11. Our Annual Report on Form
10-K contains our consolidated financial statements and the related notes and is
one of the documents we incorporate by reference into this prospectus. See
"Where You Can Find More Information." Also, because we are a holding company,
our rights and the rights of our creditors, including the holders of debt
securities, and shareholders to participate in any distribution of assets of any
subsidiary upon the subsidiary's liquidation or reorganization or otherwise is
subject to the prior claims of the subsidiary's creditors, except to the extent
that we may be a creditor with recognized claims against the subsidiary.
Terms. We will describe in each prospectus supplement the following terms
of the debt securities offered by us:
o the title of the debt securities and the series in which these debt
securities are included;
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o any limit on the aggregate principal amount of the debt securities or
the series of which they are a part;
o the currency or currencies, or composite currencies, in which the debt
securities will be denominated and in which we will make payments on
the debt securities;
o the date or dates on which we must pay principal;
o the rate or rates at which the debt securities will bear interest or
the manner in which interest will be determined, if any interest is
payable;
o the date or dates from which any interest will accrue, the date or
dates on which we must pay interest and the record date for
determining who is entitled to any interest payment;
o the place or places where we must pay the debt securities and where
any debt securities issued in registered form may be sent for transfer
or exchange;
o the terms and conditions on which we may, or may be required to,
redeem the debt securities;
o the terms and conditions of any sinking fund;
o if other than denominations of $1,000 and integral multiples thereof,
the denominations in which we may issue the debt securities;
o the amount we will pay if the maturity of the debt securities is
accelerated;
o whether we will issue the debt securities in the form of one or more
global securities and, if so, the identity of the depositary for the
global security or securities;
o any addition to or changes in the events of default or covenants that
apply to the debt securities;
o whether the debt securities will be defeasible; and
o any other terms of the debt securities and any other deletions from or
modifications or additions to the indenture in respect of the debt
securities. (Section 3.1).
Payments. Unless we otherwise state in the prospectus supplement, we will
pay principal, premium, interest and additional amounts, if any, on the debt
securities at the office or agency we maintain for that purpose, initially the
corporate trust office of the trustee. We may pay interest on debt securities we
issue in registered form by check mailed to the address of the persons entitled
to the payments or we may pay by transfer to their U. S. bank accounts. We will
pay interest on debt securities issued in registered form on any interest
payment date to the registered owners of the debt securities at the close of
business on the regular record date for the interest payment date. We will name
in the prospectus supplement all paying agents we initially designate for the
debt securities. We may designate additional paying agents, rescind the
designation of any paying agent or approve a change in the office through which
any paying agent acts, but we must maintain a paying agent in each place where
payments on the debt securities are payable. (Sections 3.7 and 10.2).
Registration, Transfer and Exchange. Unless we otherwise state in the
prospectus supplement, holders of debt securities may present debt securities
for transfer or exchange debt securities for other debt securities of the same
series containing identical terms and provisions, in any authorized
denominations, and in the same aggregate principal amount at the office or
agency we maintain for that purpose. That office will initially be the corporate
trust office of the trustee. The debt securities must be duly endorsed or
accompanied
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by a written instrument of transfer if we or the security registrar so require.
We will not require any service charge for any transfer or exchange, but we may
require payment sufficient to cover any tax or other governmental charge or
other expenses payable in connection with the transfer or exchange. We will not
be required to issue, register the transfer of, or exchange, debt securities
during a period beginning at the opening of business 15 days before the day of
mailing of a notice of redemption of any debt securities and ending at the close
of business on the day of the mailing or register the transfer of, or exchange,
any debt security selected for redemption in whole or in part, except the
unredeemed portion of any debt security being redeemed in part. We have
appointed the trustee as the initial security registrar. (Section 3.5). If we
elect to replace the security registrar of any series of debt securities, then
we will name the new security registrar in the prospectus supplement. (Section
3.1). We may designate additional transfer agents, rescind the designation of
any transfer agent or approve a change in the office through which any transfer
agent acts, but we must maintain a transfer agent in each place where any
payments on the debt securities are payable. (Section 10.2).
Denominations; Global Securities. Unless we otherwise state in the
prospectus supplement, we will issue the debt securities only in fully
registered form, without coupons, in minimum denominations of $1,000 and
integral multiples of $1,000. (Section 3.2). The debt securities may be
represented in whole or in part by one or more global debt securities. We will
register each global security in the name of a depositary or its nominee. The
global security will bear a legend regarding the restrictions on exchanges and
registration of transfer. Interests in a global security will be shown on
records maintained by the depositary and its participants, and transfers of
those interests will be made as described below.
U.S. Federal Income Tax Considerations. We may issue the debt securities as
original issue discount securities, bearing no interest or bearing interest at a
rate, which, at the time of issuance, is below market rates, to be sold at a
substantial discount below their principal amount. We will describe some special
U. S. federal income tax and other considerations applicable to any debt
securities that are issued as original issue discount securities in the
applicable prospectus supplement.
If the purchase price of any debt securities is payable in one or more
foreign currencies or composite currencies, if any debt securities are
denominated in one or more foreign currencies or composite currencies or if any
payments on the debt securities are payable in one or more foreign currencies or
composite currencies, we will describe the restrictions, elections, some U. S.
federal income tax considerations, specific terms and other information about
the debt securities and the foreign currency or composite currencies in the
prospectus supplement.
Purchases at the Option of Holders. We will comply with Section 14(e) under
the Securities Exchange Act of 1934 and any other tender offer rules under the
Securities Exchange Act of 1934 that may then be applicable in connection with
any obligation to purchase debt securities at the option of the holders. We will
describe any obligation to purchase debt securities at the option of the holders
applicable to a series of debt securities in the related prospectus supplement.
Limited Restrictions on Additional Indebtedness. Unless we otherwise state
in the prospectus supplement and other than as described below under "-
Limitation on Liens on Stock of Subsidiaries," the indenture does not limit our
ability to incur debt or give holders of debt securities protection in the event
of a sudden and significant decline in our credit quality or a takeover,
recapitalization or highly leveraged or similar transaction involving us.
Accordingly, we could in the future enter into transactions that could increase
the amount of indebtedness outstanding at that time or otherwise affect our
capital structure or credit rating. You should refer to the prospectus
supplement relating to a particular series of debt securities for information
regarding any changes in the events of default described below or covenants
contained in the indenture, including any addition of a covenant or other
provisions providing event risk or similar protection.
9
Global Securities
We may issue the debt securities of a series in whole or in part in the
form of one or more global debt securities that we will deposit with a
depositary or its nominee that we identify in the applicable prospectus
supplement.
We will describe the specific terms of the depositary arrangement covering
debt securities in the prospectus supplement relating to that series. We
anticipate that the following provisions will apply to all depositary
arrangements.
Upon the issuance of a global security, the depositary for the global
security or its nominee will credit to accounts in its book-entry registration
and transfer system the principal amounts of the debt securities represented by
the global security. The underwriters or agents with respect to the debt
securities or we, if the debt securities are offered and sold directly by us,
will designate these accounts. Only institutions that have accounts with the
depositary or its nominee, and persons, who hold beneficial interests through
those participants, may own beneficial interests in a global security. Ownership
of beneficial interests in a global security will be shown only on, and the
transfer of those ownership interests will be effected only through, records
maintained by the depositary, its nominee or any participants of the depositary
or its nominee, as the case may be. The laws of some states require that some
purchasers of securities take physical delivery of securities in definitive
form. These laws may prevent you from transferring your beneficial interest in a
global security.
As long as the depositary or its nominee is the registered owner of a
global security, the depositary or nominee will be considered the sole owner or
holder of the debt securities represented by the global security. Except as
described below, owners of beneficial interests in a global security will not be
entitled to have debt securities registered in their names and will not be
entitled to receive physical delivery of the debt securities in definitive form.
We will make all payments of principal of, any premium and interest on, and
any additional amounts with respect to, debt securities issued as global
securities to the depositary or its nominee. Neither we nor the trustee, any
paying agent or the security registrar assume any responsibility or liability
for any aspect of the depositary's or any participant's records relating to, or
for payments made on account of, beneficial interests in a global security.
We expect that the depositary for a series of debt securities or its
nominee, upon receipt of any payment with respect to the debt securities, will
immediately credit participants' accounts with payments in amounts proportionate
to their respective beneficial interest in the principal amount of the global
security for the debt securities as shown on the records of the depositary or
its nominee. We also expect that payments by participants to owners of
beneficial interests in the global security held through participants will be
governed by standing instructions and customary practices, as is now the case
with securities held for the accounts of customers registered in "street name,"
and will be the responsibility of the participants.
The indenture provides that if
o the depositary notifies us that it is unwilling or unable to continue
as depositary for a series of debt securities, or if the depositary is
no longer legally qualified to serve in that capacity, and we have not
appointed a successor depositary within 90 days of written notice,
o we determine that a series of debt securities will no longer be
represented by global securities and we execute and deliver an order
to that effect to the trustee, or
o an event of default with respect to a series of debt securities occurs
and continues,
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the global securities for that series may be exchanged for registered debt
securities in definitive form. (Section 3.5). The definitive debt securities
will be registered in the name or names with which the depositary instructs the
trustee. We expect that these instructions may be based upon directions the
depositary receives from participants with respect to ownership of beneficial
interests in global securities.
Certain Restrictions
For purposes of the lien limitation and sales of capital stock restrictions
described below and this definition, a "subsidiary" is an entity of which more
than 50% of the interests entitled to vote in the election of directors or
managers is owned by any combination of us and our subsidiaries.
Limitations on Liens on Stock of Designated Subsidiaries. Neither we nor
any of our subsidiaries will be permitted to create, assume, incur or permit to
exist any indebtedness secured by any lien on the capital stock of any
designated subsidiary unless the debt securities, and if we so elect, any other
indebtedness of ours that is not subordinate to the debt securities and with
respect to which the governing instruments require, or pursuant to which we are
otherwise obligated, to provide such security, are secured equally and ratably
with this indebtedness for at least the time period this other indebtedness is
so secured. (Section 10.5).
"Designated subsidiary" means any present or future consolidated subsidiary
of ours, the consolidated shareholder's equity of which constitutes at least 15%
of our consolidated shareholders' equity. As of June 30, 2000, our designated
subsidiaries were Mortgage Guaranty Insurance Corporation and MGIC Reinsurance
Corporation of Wisconsin.
"Indebtedness" means, with respect to any person, for purposes of this
covenant:
o the principal of, and any premium and interest on, indebtedness of the
person for money borrowed and indebtedness evidenced by notes,
debentures, bonds or other similar instruments for the payment of
which that person is responsible or liable;
o all capitalized lease obligations of that person;
o all obligations of that person issued or assumed as the deferred
purchase price of property, all conditional sale obligations and all
obligations under any title retention agreement;
o all obligations of that person for the reimbursement of any obligor on
any letter of credit, banker's acceptance or similar credit
transaction, other than obligations with respect to some letters of
credit securing obligations entered into in the ordinary course of
business;
o all obligations of the type referred to above of other persons and all
dividends of other persons of which, that person is responsible or
liable as obligor, guarantor or otherwise;
o all obligations of the type referred to above of other persons secured
by any lien on any property or asset of that person, the amount of
this obligation being deemed to be the lesser of the value of the
property or assets or the amount of the obligation so secured; and
o any amendments, modifications, refundings, renewals or extensions of
any indebtedness or obligation described above. (Section 1.1).
Limitations on Sales of Capital Stock of Designated Subsidiaries. Neither
we nor any of our designated subsidiaries will be permitted to issue, sell,
transfer or dispose of capital stock of a designated subsidiary, except to us or
one of our subsidiaries that agrees to hold the transferred shares subject to
the terms of this sentence, unless we dispose of the entire capital stock of the
designated subsidiary at the same time for
11
cash or property which, in the opinion of our board of directors, is at least
equal to the fair value of the capital stock. (Section 10.6).
Consolidation, Merger and Sale of Assets
We may not consolidate with or merge into any other person or convey or
transfer or lease our properties and assets substantially as an entirety to any
person, and we may not permit any other person to consolidate with or merge into
us, unless:
o if we consolidate with or merge into another corporation or convey or
transfer our properties and assets substantially as an entirety to any
person, the successor is organized under the laws of the United States
or any state and assumes our obligations under the debt securities;
o immediately after the transaction, no event of default occurs and
continues; and
o we meet other conditions specified in the indenture. (Section 8.1).
Modification and Waiver
We and the trustee may modify and amend the indenture with the consent of
the holders of a majority in aggregate principal amount of the outstanding debt
securities of each affected series. However, without the consent of each holder,
we cannot modify or amend the indenture in a way that would:
o change the stated maturity of the principal of, or any premium or
installment of interest on or payment of any additional amounts under,
any debt security;
o reduce the principal amount of, or the interest rate on, any debt
security;
o reduce the principal payable upon acceleration, or provable in
bankruptcy, of any debt security issued with original issue discount;
o change the redemption provisions or adversely affect the right of
prepayment of any debt security;
o change the place or currency of payment of principal or interest on
any debt security;
o impair the right to sue to enforce any payment on any debt security
after it is due;
o reduce the percentage in principal amount of outstanding debt
securities necessary to modify or amend the indenture, to waive
compliance with some requirements of the indenture or some defaults or
reduce the quorum requirements of meetings of holders of debt
securities;
o modify the provisions of the indenture summarized in this paragraph;
or
o make any changes that adversely affects the rights to convert or
exchange any debt securities. (Section 9.2).
The holders of a majority in aggregate principal amount of outstanding debt
securities of any series may waive our compliance with some restrictive
covenants of the indenture with respect to the outstanding debt securities of
that series. (Section 10.8). The holders of a majority in principal amount of
the outstanding debt securities of any series may waive any past default under
the indenture with respect to outstanding debt securities of that series. This
waiver will be binding on all holders of debt securities of that series.
However, these holders may not waive a default in the payment of principal or of
premium or interest on any debt
12
security of that series or in respect of a provision of the indenture that
cannot be modified or amended without each holder's consent. (Sections 5.8 and
5.13).
Events of Default
Each of the following will be an event of default:
o default for 30 days in the payment of any interest;
o default in the payment of principal or any premium;
o default in the deposit of any sinking fund payment;
o default in the performance of any other covenant in the indenture that
continues for 60 days after written notice of the default;
o a failure to pay when due at maturity or a default that results in the
acceleration of maturity of any other debt of ours or our designated
subsidiaries in an aggregate amount of $40 million or more, unless the
acceleration is rescinded, stayed or annulled, or, in the case of debt
we are contesting in good faith, we set aside a bond, letter of
credit, escrow deposit or other cash equivalent sufficient to
discharge the debt within 30 days after written notice of default is
given to us by the trustee or holders of not less than 25% in
principal amount of the outstanding debt securities of the series in
default; and
o specified events in bankruptcy, insolvency or reorganization. (Section
5.1).
We are required to furnish the trustee annually a statement as to our
fulfillment of our obligations under the indenture. (Section 10.9). The trustee
may withhold notice of any default to the holders of debt securities of any
series, except a default on principal or interest payments on debt securities of
that series, if it considers it in the interest of the holders to do so.
(Section 6.3).
If an event of default occurs and continues, then either the trustee or the
holders of not less than 25% in principal amount of the outstanding debt
securities of the series in default may declare the principal amount immediately
due and payable by written notice to us and, if given by the holders, to the
trustee. Upon any declaration of default, the principal amount will become
immediately due and payable. However, the holders of a majority in principal
amount of the outstanding debt securities of that series may, under some
circumstances, rescind and annul the acceleration. (Section 5.2).
Except for some duties in case of an event of default, the trustee is not
required to exercise any of its rights or powers at the request or direction of
any of the holders unless the holders offer the trustee reasonable security or
indemnity. (Section 6.2). If the holders provide this security or indemnity,
then the holders of a majority in principal amount of the outstanding debt
securities of a series may direct the time, method and place of conducting any
proceeding for any remedy available to the trustee, or exercising any trust or
powers conferred on the trustee with respect to the debt securities of that
series. (Section 5.12).
No holder of a debt security may bring any lawsuit or other proceeding with
respect to the indenture or for any remedy under the indenture unless the holder
first gives the trustee written notice of a continuing event of default, the
holders of at least 25% in principal amount of the outstanding debt securities
of the series in default give the trustee a written request to bring the
proceeding and offer the trustee reasonable security or indemnity and the
trustee fails to institute the proceeding for 60 days after the written request
and has not received from holders of a majority in principal amount of the
outstanding debt securities of the series in default a direction inconsistent
with that request. (Section 5.7). However, the holder of any debt security has
the absolute right to receive payment of the principal of and any premium or
interest on the debt security on or
13
after the stated due dates and to take any action to enforce any payment of
principal of and any interest on the debt security. (Section 5.8).
Discharge, Defeasance and Covenant Defeasance
We may discharge some obligations to holders of any series of debt
securities that have not already been delivered to the trustee for cancellation
and that either have become due and payable, will become due and payable within
one year or are scheduled for redemption within one year by depositing with the
trustee, in trust, funds in U. S. dollars or in the foreign currency in which
the debt securities are payable in an amount sufficient to pay the principal and
any premium, interest and additional amounts on the debt securities to the date
of deposit, if the debt securities have become due and payable, or to the
maturity date, as the case may be. (Section 4.1).
Unless we state in the applicable prospectus supplement that the following
provisions do not apply to the debt securities of that series, we may elect
either:
o to defease and be discharged from all obligations with respect to the
debt securities, except for, among other things, the obligation to pay
additional amounts, if any, upon the occurrence of some events of
taxation, assessment or governmental charge with respect to payments
on the debt securities and other obligations to register the transfer
or exchange of the debt securities, to replace temporary or mutilated,
destroyed, lost or stolen debt securities, to maintain an office or
agency with respect to the debt securities and to hold moneys for
payment in trust, also referred to as defeasance; or
o to be released from our obligations under the indenture with respect
to the debt securities under some covenants as we describe in the
prospectus supplement, and our failure to comply with these
obligations will not constitute an event of default with respect to
the debt securities, also referred to as covenant defeasance. (Section
4.2).
Defeasance or covenant defeasance is conditioned on our irrevocable deposit
with the trustee, in trust, of an amount in cash or government securities, or
both, sufficient to pay the principal of, any premium and interest on, and any
additional amounts with respect to, the debt securities on the scheduled due
dates. (Section 4.2).
Such a trust may be established only if, among other things:
o the applicable defeasance or covenant defeasance does not result in a
breach or violation of, or constitute a default under, the indenture
or any other material agreement or instrument to which we are a party
or by which we are bound;
o no event of default, or event which with notice or lapse of time would
become an event of default, has occurred and continues on the date the
trust is established and, with respect to defeasance only, at any time
during the period ending on the 123rd day after that date; and
o we have delivered to the trustee an opinion of counsel to the effect
that the holders of the debt securities will not recognize income,
gain or loss for U. S. federal income tax purposes as a result of the
defeasance or covenant defeasance and will be subject to U. S. federal
income tax on the same amounts, in the same manner and at the same
times as would have been the case if the defeasance or covenant
defeasance had not occurred. This opinion, in the case of defeasance,
must refer to and be based upon a letter ruling we have received from
the Internal Revenue Service, a revenue ruling published by the
Internal Revenue Service or a change in applicable U. S. federal
income tax law occurring after the date of the indenture. (Section
4.2).
14
Governing Law
The indenture and the debt securities are governed by and will be
interpreted under the laws of the State of New York. (Section 1.13).
Information Concerning the Trustee
Subject to the provisions of the Trust Indenture Act of 1939, the trustee
is under no obligation to exercise any of the powers vested in it by the
indenture at the request of any holder of debt securities unless the holder
offers the trustee reasonable indemnity against the costs, expenses and
liabilities which might result. The trustee is not required to expend or risk
its own funds or otherwise incur personal financial liability in performing its
duties if the trustee reasonably believes that it is not reasonably assured of
repayment or adequate indemnity. (Section 6.2).
We and our subsidiaries maintain banking relationships in the ordinary
course of business with affiliates of Bank One Trust Company, National
Association. An affiliate of the trustee is a customer of our Mortgage Guaranty
Insurance subsidiary. In addition, an affiliate of the trustee may be one of the
underwriters, agents or dealers through whom we sell debt securities.
15
PLAN OF DISTRIBUTION
We may sell debt securities through agents, to or through underwriters,
through dealers or directly to purchasers. We will state in the applicable
prospectus supplement the terms of the offering of the debt securities,
including the name or names of any underwriters, dealers or agents, the purchase
price of the debt securities and the proceeds we will receive from the sale, any
underwriting discounts and commissions and other items constituting
underwriters' compensation, any initial public offering price, any discounts or
concessions allowed or reallowed or paid to dealers, and any securities exchange
on which the debt securities may be listed. We may change the initial public
offering price, discounts or concessions allowed or reallowed or paid to dealers
from time to time.
We may offer the debt securities in one or more transactions at a fixed
price or prices, which we may change, at market prices prevailing at the time of
sale, at prices related to the prevailing market prices or at negotiated prices.
We may authorize agents to solicit offers to purchase debt securities from
time to time. We will identify any agent who offers or sells debt securities
described in this prospectus, and we will describe any commissions payable by us
to the agent, in the applicable prospectus supplement. Unless we otherwise
indicate in the applicable prospectus supplement, any such agent will be acting
on a reasonable best efforts basis for the period of its appointment. Any agent
may be deemed to be an underwriter, as that term is defined in the Securities
Act of 1933, of the debt securities so offered and sold.
If debt securities are sold by means of an underwritten offering, we will
execute an underwriting agreement with an underwriter or underwriters, and we
will state the names of the specific managing underwriter or underwriters, as
well as any other underwriters, and the terms of the transaction, including
commissions, discounts and any other compensation of the underwriters and
dealers, if any, in the prospectus supplement used by the underwriters to resell
the debt securities. If we use underwriters to sell debt securities, the
underwriters will purchase the debt securities for their own account and the
underwriters may resell the debt securities from time to time in one or more
transactions, including negotiated transactions, at fixed public offering prices
or at varying prices determined by the underwriters at the time of sale. Debt
securities may be offered to the public either through underwriting syndicates
represented by managing underwriters or directly by the managing underwriters.
If we use any underwriter or underwriters to sell the debt securities, unless we
otherwise indicate in the applicable prospectus supplement, the underwriters'
obligations will be conditioned on some matters and the underwriters must
purchase all the debt securities of the offered series if they purchase any.
If we use a dealer to sell the debt securities, we will sell the debt
securities to the dealer as principal. The dealer may then resell those debt
securities to the public at varying prices to be determined by the dealer at the
time of resale. Any dealer may be deemed to be an underwriter, as that term is
defined in the Securities Act of 1933, of the debt securities it offers or
sells. We will state the name of the dealer and the terms of the transaction in
the related prospectus supplement.
We may directly solicit offers to purchase debt securities and we may sell
them directly to institutional investors or others, who, with respect to the
resale of those securities, may be deemed to be underwriters within the meaning
of the Securities Act of 1933. We will describe the terms of any direct sales in
the related prospectus supplement.
Agents, underwriters and dealers may be entitled under agreements with us
to be indemnified by us against some civil liabilities, including liabilities
under the Securities Act of 1933 that may arise from any untrue statement or
alleged untrue statement of a material fact or any omission or alleged omission
to state a material fact in this prospectus, any supplement or amendment hereto,
or in the registration statement of which this prospectus forms a part, or to
contribution with respect to payments which the agents, underwriters or dealers
may be required to make.
16
If we so indicate in the prospectus supplement, we will authorize
underwriters or other persons acting as our agents to solicit offers by some
institutions to purchase debt securities from us pursuant to contracts providing
for payments and delivery on a future date. Institutions with which these
contracts may be made include commercial and savings banks, insurance companies,
pension funds, investment companies, educational and charitable institutions and
others, but in all cases we must approve these institutions. Purchaser
obligations will be subject to the condition that the purchase is not prohibited
under the laws of the jurisdiction to which the purchaser is subject at the time
the debt securities are delivered. The underwriters and other agents will not
have any responsibility for the validity or performance of these contracts.
Each series of debt securities will be a new issue and will have no
established trading market. We may elect to list any series of debt securities
on an exchange but, unless we otherwise state in the applicable prospectus
supplement, we are not required to do so. You cannot be assured that there will
be a liquid trading market for any of the debt securities.
Underwriters, dealers and agents may be customers of, engage in
transactions with, or perform services for, us and our subsidiaries in the
ordinary course of business.
17
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and other
information with the Securities and Exchange Commission. Our SEC filings are
available to the public over the Internet at the SEC's web site at
http://www.sec.gov. You may also read and copy any document we file with the SEC
at its public reference facilities in Washington, D.C., New York, New York or
Chicago, Illinois. You can also obtain copies of the documents at prescribed
rates by writing to the Public Reference Section of the SEC at 450 Fifth Street,
N.W., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further
information on the operation of the public reference facilities. Our SEC filings
are also available at the office of the New York Stock Exchange, 20 Broad
Street, New York, New York 10005. For further information on obtaining copies of
our SEC filings at the NYSE, you should call (212) 656-5060.
We have filed with the SEC a registration statement on Form S-3 under the
Securities Act of 1933 with respect to the debt securities. This prospectus does
not contain all of the information set forth in the registration statement, some
portions of which have been omitted in accordance with the rules and regulations
of the SEC. For further information, please refer to the registration statement.
We are allowed to "incorporate by reference" the information we file with
the SEC, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
an important part of this prospectus, and information that we file subsequently
with the SEC will automatically update and supersede the information included
and/or incorporated by reference in this prospectus. We incorporate by reference
the documents listed below and any future filings made with the SEC under
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after
the initial filing of the registration statement that contains this prospectus
and prior to the time that the offering of the securities is completed:
o Our Annual Report on Form 10-K for the year ended December 31, 1999;
o Our Quarterly Reports on Form 10-Q for the quarters ended March 31,
2000 and June 30, 2000; and
o Our Current Report on Form 8-K dated May 19, 2000.
You may request a copy of these filings, other than exhibits, unless that
exhibit is specifically incorporated by reference into that filing, at no cost,
by writing or calling us at the following address:
MGIC Investment Corporation
MGIC Plaza
250 East Kilbourn Avenue
Milwaukee, Wisconsin 53202
(414) 347-6480
Attention: Secretary
You should rely only on the information incorporated by reference or
provided in this prospectus or any prospectus supplement. We have not authorized
anyone else to provide you with different information. We are not making an
offer of these securities in any state where the state does not permit an offer.
You should not assume that the information in this prospectus or any prospectus
supplement is accurate other than as of any dates of this prospectus and any
prospectus supplement, regardless of the time of delivery of this prospectus and
any prospectus supplement or any sale of the debt securities.
18
LEGAL MATTERS
Foley & Lardner, Milwaukee, Wisconsin, will pass upon the validity of the
debt securities for us. Mayer, Brown & Platt, Chicago, Illinois, will pass upon
certain legal matters for the underwriters, dealers or agents, if any. Mayer,
Brown & Platt will rely on the opinion of Foley & Lardner with respect to
matters of Wisconsin law.
EXPERTS
Our consolidated financial statements at December 31, 1999 and 1998, and
for each of the three years in the period ended December 31, 1999, incorporated
by reference in our Annual Report on Form 10-K for the year ended December 31,
1999, have been incorporated by reference into this prospectus and the
registration statement and have been audited by PricewaterhouseCoopers LLP,
independent auditors, as stated in their report thereon also incorporated by
reference in our Annual Report on Form 10-K and are included in reliance upon
such report given upon the authority of such firm as experts in accounting and
auditing.
19
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth the estimated expenses in connection with
the issuance and distribution of the securities registered hereby, other than
underwriting discounts and commissions:
Securities and Exchange Commission registration fee........... $ 132,000
Trustee's fees and expenses................................... 15,000
Printing expenses............................................. 30,000
Rating agencies' fees......................................... 325,000
Accounting fees and expenses.................................. 75,000
Legal fees and expenses....................................... 100,000
Blue Sky fees and expenses.................................... 5,000
Miscellaneous................................................. 8,000
--------
Total................................................ $690,000
========
Item 15. Indemnification of Officers and Directors.
Pursuant to the Wisconsin Business Corporation Law and the Registrant's
Amended and Restated Bylaws, directors and officers of the Registrant are
entitled to mandatory indemnification from the Registrant against certain
liabilities and expenses (1) to the extent such officers or directors are
successful in the defense of a proceeding and (2) in proceedings in which the
director or officer is not successful in defense thereof, unless (in the latter
case only) it is determined that the director or officer breached or failed to
perform his or her duties to the Registrant and such breach or failure
constituted: (a) a willful failure to deal fairly with the Registrant or its
shareholders in connection with a matter in which the director of officer had a
material conflict of interest; (b) a violation of the criminal law unless the
director or officer had reasonable cause to believe his or her conduct was
lawful or had no reasonable cause to believe his or her conduct was unlawful;
(c) a transaction from which the director or officer derived an improper
personal profit; or (d) willful misconduct. The Wisconsin Business Corporation
law specifically states that it is the public policy of Wisconsin to require or
permit indemnification, allowance of expenses and insurance in connection with a
proceeding involving securities regulation, as described therein, to the extent
required or permitted as described above. Additionally, under the Wisconsin
Business Corporation Law, directors of the Registrant are not subject to
personal liability to the Registrant, its shareholders or any person asserting
rights on behalf thereof for certain breaches or failures to perform any duty
resulting solely from their status as directors, except in circumstances
paralleling those in subparagraphs (a) through (d) outlined above.
Expenses for the defense of any action for which indemnification may be
available may be advanced by the Registrant under certain circumstances.
The indemnification provided by the Wisconsin Business Corporation Law and
the Registrant's Amended and Restated Bylaws is not exclusive of any other
rights to which a director or officer may be entitled. The Registrant also
maintains a liability insurance policy for its directors and officers as
permitted by Wisconsin law which may extend to, among other things, liability
arising under the Securities Act of 1933.
II-1
Item 16. Exhibits.
The exhibits filed herewith or incorporated by reference herein are
specified on the Exhibit Index included herein.
Item 17. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
a 20 percent change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective
registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered, which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(c) The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of this registration statement in reliance
II-2
upon Rule 430A and contained in a form of prospectus filed by the
registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities
Act of 1933 shall be deemed to be part of this registration statement as of
the time it was declared effective; and
(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
(d) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or controlling persons of
the registrant pursuant to the provisions set forth or described in Item 15 of
this registration statement, or otherwise, the registrant has been informed that
in the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act of 1933 and will be governed by the
final adjudication of such issue.
II-3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Amendment to
the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Milwaukee, State of Wisconsin, on the
25th day of September, 2000.
MGIC INVESTMENT CORPORATION
By: /s/ Patrick Sinks
---------------------------------------
Patrick Sinks
Senior Vice President, Controller and
Chief Accounting Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Amendment to the Registration Statement has been signed by the following
persons in the capacities indicated below on the 25th day of September, 2000.
Signature Title
--------- -----
* President, Chief Executive Officer and
- --------------------------------- Director (Principal Executive Officer)
Curt S. Culver
* Executive Vice President and Chief
- --------------------------------- Financial Officer (Principal Financial
J. Michael Lauer Officer)
* Senior Vice President, Controller and
- --------------------------------- Chief Accounting Officer
Patrick Sinks (Principal Accounting Officer)
* Director
- ---------------------------------
James A. Abbott
* Director
- ---------------------------------
Mary K. Bush
* Director
- ---------------------------------
Karl E. Case
* Director
- ---------------------------------
David S. Engelman
* Director
- ---------------------------------
James D. Ericson
II-4
* Director
- ---------------------------------
Daniel Gross
* Director
- ---------------------------------
Kenneth M. Jastrow, II
* Director
- ---------------------------------
Daniel P. Kearney
* Director
- ---------------------------------
Sheldon B. Lubar
* Director
- ---------------------------------
William A. McIntosh
* Director
- ---------------------------------
Leslie M. Muma
* Director
- ---------------------------------
Edward J. Zore
* By: /s/ Patrick Sinks
--------------------------------------
Patrick Sinks
Attorney-in-Fact and Individually
II-5
EXHIBIT INDEX
Exhibit
Number Description
- ------- -----------
(1) Form of Underwriting Agreement.*
(4) Form of Indenture between MGIC Investment Corporation and Bank
One Trust Company, National Association, as Trustee.*
(5) Opinion of Foley & Lardner.*
(12) Computation of ratios of earnings to fixed charges.*
(23.1) Consent of PricewaterhouseCoopers LLP.
(23.2) Consent of Foley & Lardner (included in Exhibit 5).*
(24) Powers of Attorney relating to subsequent amendments (included on
the signature page to the Registration Statement).*
(25) Form T-1 Statement of Eligibility under the Trust Indenture Act
of 1939 of Bank One Trust Company, National Association.*
* Previously filed.
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of our report dated January 12, 2000 relating to the
financial statements, which appears in the 1999 Annual Report to Shareholders,
which is incorporated by reference in MGIC Investment Corporation's Annual
Report on Form 10-K for the year ended December 31, 1999. We also consent to the
incorporation by reference of our report dated January 12, 2000 relating to the
financial statement schedules, which appears in such Annual Report on Form 10-K.
We also consent to the reference to us under the heading "Experts" in such
Registration Statement.
/s/ Pricewaterhouse Coopers LLP
PricewaterhouseCoopers LLP
Milwaukee, Wisconsin
September 25, 2000