UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(RULE
14a-101)
SCHEDULE 14A INFORMATION
Proxy Statement
Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
| Filed by the Registrant |X| |
Filed by a Party other than the Registrant |_| |
Check the appropriate box:
| |_| |
Preliminary
Proxy Statement |
| |_| |
Confidential,
for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| |_| |
Definitive
Proxy Statement |
| |_| |
Definitive
Additional Materials |
| |X| |
Soliciting
Material Pursuant to §240.14a-12 |
| MGIC Investment Corporation |
| (Name of Registrant as Specified In Its Charter) |
|
| (Name of Person(s) Filing Proxy Statement, if other than the Registrant) |
Payment of Filing Fee (Check the
appropriate box):
| |_| |
Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
| |
(1) |
Title
of each class of securities to which the transaction applies: |
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(2) |
Aggregate
number of securities to which the transaction applies: |
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(3) |
Per
unit price or other underlying value of the transaction computed pursuant to Exchange Act
Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it
was determined): |
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(4) |
Proposed
maximum aggregate value of the transaction: |
| |_| |
Fee
paid previously with preliminary materials. |
| |_| |
Check
box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and
identify the filing for which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the Form or Schedule and the date of
its filing. |
| |
(1) |
Amount
Previously Paid: |
| |
(2) |
Form,
Schedule or Registration Statement No.: |
2
Filed by MGIC Investment
Corporation Pursuant to Rule 14a-12
Under the Securities Exchange Act of 1934
Subject
Company: MGIC Investment Corporation
Commission File No.: 1-10816
| |
Media Contact: |
Katie
Monfre, Corporate Communications, (414) 347-2650, katie_monfre@mgic.com |
| |
Investor Contact: |
Michael
J. Zimmerman, Investor Relations, (414) 347-6596, mike_zimmerman@mgic.com |
MGIC Investment
Corporation To Hold Special Shareholders Meeting
Milwaukee, WI, April 29, 2008
– MGIC Investment Corporation (NYSE: MTG) today announces that it intends to hold a
special meeting of its shareholders. This special meeting is in addition to its 2008
annual meeting of shareholders, which is being held on May 15, 2008. A date for the
special meeting will likely be set in the next several weeks and is anticipated to be in
mid-June.
The items to be considered at the
special meeting include:
| • |
the
issuance of shares of common stock on conversion of the recently-issued convertible
debentures in excess of 19.99% of the number of shares currently outstanding. In
accordance with the rules of the New York Stock Exchange, unless shareholders approve the
issuance of shares on conversion above this limit, the excess shares would be settled in
cash; and |
| • |
an
amendment to MGIC’s articles of incorporation to increase the number of shares of
MGIC common stock that may be issued. This increase is related to MGIC’s recent
issuance of common stock and these convertible debentures. |
MGIC does not have any plans to issue
additional shares of common stock for other purposes, other than through awards under its
stock incentive plan. The next awards under this plan are not expected to be made until
2009.
MGIC intends to file a preliminary
proxy statement with the SEC regarding the special meeting in the near future.
About MGIC
MGIC (www.mgic.com), the principal subsidiary
of MGIC Investment Corporation, is the nation’s leading provider of private mortgage
insurance coverage with $221.4 billion primary insurance in force covering 1.5 million
mortgages as of March 31, 2008. MGIC serves over 3,300 lenders with locations across the
country and in Puerto Rico, Guam and Australia helping families achieve homeownership
sooner by making affordable low-down-payment mortgages a reality.
Additional Information
The items identified in this press
release will be submitted to shareholders of MGIC Investment Corporation for their
consideration at a special meeting. Shareholders are urged to read the proxy statement
relating to the special meeting when it becomes available because it will contain
important information about these items. Shareholders will be able to obtain a free copy
of the proxy statement, as well as other filings containing information about MGIC,
without charge, at the Securities Exchange Commission’s Internet site (www.sec.gov).
Shareholders will also be able to obtain these documents, free of charge, by accessing
MGIC’s website (http://mtg.mgic.com). Copies of the proxy statement can also be
obtained, without charge, by directing a request to Michael Zimmerman, Senior Vice
President Investor Relations, 250 E. Kilbourn, Milwaukee, WI 53202, after it becomes
available.
MGIC Investment Corporation and its
respective directors and executive officers and other persons may be deemed to be
participants in the solicitations of proxies from the shareholders of MGIC Investment
Corporation in respect of the items identified above. Information regarding MGIC
Investment Corporation’s directors and executive officers and a description of their
security holdings is available in the proxy statement filed with the Securities and
Exchange Commission by MGIC on April 11, 2008 relating to its 2008 annual meeting of
shareholders. Additional information regarding the participants in the proxy solicitation
will be contained in the proxy statement relating to the special meeting of shareholders
when it becomes available.
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