SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
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Date of Report
(Date of earliest
event reported): October 24, 2002
MGIC Investment Corporation
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(Exact name of registrant as specified in its charter)
Wisconsin 1-10816 39-1486475
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(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
250 East Kilbourn Avenue, Milwaukee, Wisconsin 53202
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(Address of principal executive offices, including zip code)
(414) 347-6480
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(Registrant's telephone number)
Item 7. Financial Statements and Exhibits.
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(a) Not applicable.
(b) Not applicable.
(c) Exhibits. The following exhibit is being filed herewith:
(99) MGIC Investment Corporation press release, dated October 24,
2002.
Item 9. Regulation FD Disclosure.
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On October 24, 2002, MGIC Investment Corporation (the "Company") issued a
press release regarding certain amendments to the Rights Agreement, dated July
22, 1999, between the Company and Wells Fargo Bank Minnesota, National
Association (as successor Rights Agent to U.S. Bank National Association). A
copy of the press release is filed as Exhibit 99 to this Current Report on Form
8-K and is incorporated by reference herein.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
MGIC INVESTMENT CORPORATION
Date: October 28, 2002 By: /s/ Jeffrey H. Lane
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Jeffrey H. Lane
Senior Vice President, General
Counsel and Secretary
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MGIC INVESTMENT CORPORATION
EXHIBIT INDEX TO FORM 8-K
Report Dated October 24, 2002
Exhibit No.
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(99) MGIC Investment Corporation press release, dated October 24, 2002.
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MGIC Investment Announces Rights Plan Amendment; Permissible
Ownership by Investment Advisers Increased From
Less Than 15% To Less Than 17.5% If Conditions Met
MILWAUKEE, October 24, 2002. MGIC Investment Corporation (NYSE:MTG)
announced that it is amending its Shareholder Rights Plan, adopted in July 1999,
to permit a registered investment adviser to own a higher percentage of MGIC
Investment's stock without triggering thePlan's dilution of the adviser's
ownership.
Prior to the amendment, if a person beneficially owned 15% or more of MGIC
Investment's stock, that person would have its ownership diluted. The amendment
raises the threshold for registered investment advisers from less than 15% of
the stock to less than 17.5% if specified conditions are satisfied. These
conditions are that the shares were acquired and are held for non-control
purposes; the shares beneficially owned by an adviser and all commonly managed
advisers in the aggregate are less than 17.5% of the stock (this percentage is
determined without regard to shares owned by affiliates not commonly managed);
and the shares beneficially owned by an adviser and all affiliates (regardless
of whether or not they are commonly managed) are less than 20% of the stock.
Curt Culver, the CEO of MGIC Investment, said that the purpose of the
amendment was to enable money managers to own a higher percentage of MGIC
Investment because such ownership would not pose a threat of the abuses against
which the Shareholder Rights Plan is directed.
The description of the amendment above is only a general summary, and is
qualified by the actual text of the amendment, which will be filed with the SEC.