Registration No. 333-__________
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
---------------------
MGIC INVESTMENT CORPORATION
(Exact name of registrant as specified in its charter)
Wisconsin 39-1486475
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
250 East Kilbourn Avenue 53202
Milwaukee, Wisconsin (Zip Code)
(Address of principal executive offices)
MGIC Investment Corporation 1991 Stock Incentive Plan
Jeffrey H. Lane
Senior Vice President, General Counsel
and Secretary
MGIC Investment Corporation
250 East Kilbourn Avenue
Milwaukee, Wisconsin 53202
(414) 347-6406
(Name, address and telephone number, including area code, of agent for service)
-----------------------------
CALCULATION OF REGISTRATION FEE
- ------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Title of Proposed Maximum Proposed Maximum
Securities to be Amount to be Offering Price Aggregate Amount of
Registered Registered Per Share Offering Price Registration Fee
- ------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Common Stock,
$1.00 par value 3,000,000 $56.90(1) $170,700,000(1) $42,675
- ------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Common Stock 3,000,000 (2) (2) (2)
Purchase Rights
- ------------------------- ---------------------- ----------------------- ---------------------- ----------------------
(1) Estimated pursuant to Rule 457(c) under the Securities Act of 1933, as
amended, solely for the purpose of calculating the registration fee based
on the average of the high and low prices of the Common Stock as reported
on The New York Stock Exchange on February 23, 2001.
(2) The value attributable to the Common Share Purchase Rights is reflected in
the market price of the Common Stock to which the Rights are attached.
Pursuant to Rule 429 under the Securities Act of 1933, as amended, the
Prospectus referred to herein also relates to the Form S-8 Registration
Statement (Registration No. 33-79430).
-----------------------------
-1-
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document or documents containing the information specified
in Part I are not required to be filed with the Securities and Exchange
Commission (the "Commission") as part of this Form S-8 Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by MGIC Investment Corporation (the
"Company") with the Commission are hereby incorporated herein by reference:
1. The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1999.
2. The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 2000, June 30, 2000 and September 30, 2000, filed on May 11, 2000,
August 14, 2000 and November 14, 2000, respectively.
3. The Company's Current Reports on Form 8-K, dated May 19, 2000,
October 10, 2000, October 17, 2000 and November 16, 2000, filed on May 25, 2000,
October 10, 2000, October 19, 2000 and November 20, 2000, respectively.
4. The description of the Company's Common Stock contained in Item 1 of
the Company's Registration Statement on Form 8-A, dated July 25, 1991, filed
with the Commission pursuant to Section 12 of the Securities Exchange Act of
1933, as amended, and any amendments or reports filed for the purpose of
updating such description.
5. The description of the Company's Common Share Purchase Rights
contained in Item 1 of the Company's Registration Statement on Form 8-A, dated
July 27, 1999, filed with the Commission pursuant to Section 12 of the
Securities Exchange Act of 1933, as amended, and any amendments or reports filed
for the purpose of updating such description.
6. All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended,
subsequent to the date of this Registration Statement and prior to the filing of
a post-effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all such securities then remaining to be
sold.
-2-
A statement contained in any incorporated document shall be modified or
superseded for the purposes of this Registration Statement if it is modified or
superseded by a document which is also incorporated in this Registration
Statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Pursuant to the Wisconsin Business Corporation Law and the Company's
by-laws, directors and officers of the Company are entitled to mandatory
indemnification from the Company against certain liabilities and expenses (i) to
the extent such officers or directors are successful in the defense of a
proceeding and (ii) in proceedings in which the director or officer is not
successful in the defense thereof unless it is determined that the director or
officer breached or failed to perform his or her duties to the Company and such
breach or failure constituted: (a) a willful failure to deal fairly with the
Company or its shareowners in connection with a matter in which the director or
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 policy of Wisconsin to
require or permit indemnification 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 Company are not subject to personal liability to the Company,
its shareowners 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.
The indemnification provided by the Wisconsin Business Corporation Law
and the Company's by-laws is not exclusive of any other rights to which a
director or officer may be entitled. The general effect of the foregoing
provisions may be to reduce the circumstances which an officer or director may
be required to bear the economic burden of the foregoing liabilities and
expenses.
The Company 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, as amended.
Item 7. Exemption from Registration Claimed.
Not applicable.
-3-
Item 8. Exhibits.
The exhibits filed herewith or incorporated herein by reference are set
forth in the attached Exhibit Index.
Item 9. 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;
and
(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)(1)(i) and (a)(1)(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 by the registrant pursuant to Section
13 or Section 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) Filings Incorporating Subsequent Exchange Act Documents by Reference.
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 Section
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.
-4-
(c) Statement Required in Connection with Filing of Registration Statement
on Form S-8.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act 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 Act and will be governed by the final adjudication of
such issue.
-5-
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Milwaukee, and State of Wisconsin, on this 28th day
of February, 2001.
MGIC INVESTMENT CORPORATION
By: /s/ Jeffrey H. Lane
----------------------------------
Jeffrey H. Lane
Senior Vice President, General Counsel
and Secretary
-6-
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by or on behalf of the following
persons in their indicated capacities, all as of February 28, 2001.
Signature Title
/s/ Curt S. Culver President and Chief Executive
- --------------------------- Officer and Director
Curt S. Culver (Principal Executive Officer)
/s/ J. Michael Lauer Executive Vice President and Chief
- --------------------------- Financial Officer
J. Michael Lauer (Principal Financial Officer)
/s/ Patrick Sinks Senior Vice President, Controller and
- --------------------------- Chief Accounting Officer
Patrick Sinks (Principal Accounting Officer)
*
- ---------------------------
James A. Abbott Director
*
- ---------------------------
Mary K. Bush Director
*
- ---------------------------
Karl E. Case Director
*
- ---------------------------
David S. Engelman Director
*
- ---------------------------
James D. Ericson 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 Director
*By /s/ Jeffrey H. Lane
----------------------------
Jeffrey H. Lane
Attorney-in-Fact
-7-
EXHIBIT INDEX
MGIC INVESTMENT CORPORATION
1991 STOCK INCENTIVE PLAN
Exhibit No. Exhibit
(4.1) MGIC Investment Corporation 1991 Stock Incentive Plan (as
amended) [Incorporated by reference to Exhibit 10.7 to the
Company's Annual Report on Form 10-K for the year ended
December 31, 1999.]
(4.2) Rights Agreement, dated as of July 22, 1999, between MGIC
Investment Corporation and Firstar Bank, Milwaukee, N.A.
[Incorporated by reference to Exhibit 4.1 to the Company's
Registration Statement on Form 8-A filed July 27, 1999]
(5) Opinion of Joseph J. Ziino, Jr.
(23.1) Consent of PricewaterhouseCoopers LLP
(23.2) Consent of Joseph J. Ziino, Jr. (contained in Exhibit 5 hereto)
(24) Powers of Attorney relating to this filing and subsequent
amendments
-8-
MGIC Investment Corporation
Exhibit 5
Joseph J. Ziino, Jr.
Senior Vice President - Regulatory Relations
and Associate General Counsel
February 28, 2001
MGIC Investment Corporation
250 East Kilbourn Avenue
Milwaukee, WI 53202
Gentlemen:
I am Senior Vice President - Regulatory Relations, Associate General Counsel and
Assistant Secretary of MGIC Investment Corporation, a Wisconsin corporation (the
"Company"). In that capacity, I have acted as counsel to the Company in
connection with the preparation of a Registration Statement on Form S-8
("Registration Statement") relating to the Company's 1991 Stock Incentive Plan,
as amended (the "Plan"), and the registration under the Securities Act of 1933,
as amended ("Act"), of an additional (i) 3,000,000 shares of the Company's
Common Stock, $1.00 par value per share ("Shares") and (ii) related Common Share
Purchase Rights (the "Rights") which may be issued under the Plan, in the manner
set forth in the Registration Statement. The terms of the Rights are set forth
in that certain Rights Agreement, dated July 22, 1999, by and between the
Company and Firstar Bank, N.A. (the "Rights Agreement"). In connection
therewith, I have examined: (i) the Registration Statement; (ii) the Rights
Agreement; (iii) the Company's Articles of Incorporation, as amended, and
Amended and Restated Bylaws; (iv) corporate proceedings of the Company relating
to the authorization for issuance of the Shares and Rights; and (v) such other
proceedings, documents and records as I have deemed necessary to enable me to
render this opinion.
Based upon the foregoing, I am of the opinion that:
1. The Company is a corporation validly existing under the corporate laws
of the state of Wisconsin.
2. The Shares subject to the Registration Statement, when issued and paid
for in the manner set forth in the Plan will be legally issued, fully
paid and nonassessable and no personal liability will attach to the
ownership thereof, except for all debts owing to employees of the
Company for services performed therefor, but not exceeding six months
service in any one case, as provided in Section 180.0622(2)(b) of the
Wisconsin Business Corporation Law and as such may be interpreted by a
court of law.
MGIC Plaza, P.O. Box 488, Milwaukee, Wisconsin 53201-0488, (414) 347-6361
WATS (800) 558-9900, FAX (414) 347-6959, E-mail: Joseph_Ziino@mgic.com
MGIC Investment Corporation
February 28, 2001
Page 2
3. The Rights subject to the Registration Statement, when issued pursuant
to the terms of the Rights Agreement, will be validly issued.
I consent to the use of this opinion as an exhibit to the Registration Statement
and to the reference of my name therein. In giving my consent, I do not admit
that I am an "expert" within the meaning of Section 11 of the Act or within the
category of persons whose consent is required by Section 7 of the Act.
Very truly yours,
/s/ Joseph J. Ziino
Joseph J. Ziino, Jr.
Senior Vice President - Regulatory Relations
and Associate General Counsel
JJZ/pjj
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated January 12, 2000 relating to the
financial statements, which appears in the 1999 Annual Report to Shareholders of
MGIC Investment Corporation, 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.
/s/ PRICEWATERHOUSECOOPERS LLP
Milwaukee, Wisconsin
February 23, 2001
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, being a Director of MGIC
Investment Corporation (the "Company"), hereby constitutes and appoints Curt S.
Culver, J. Michael Lauer and Jeffrey H. Lane, and each of them, his or her true
and lawful attorney-in-fact and agent with full power or substitution and
resubstitution for him or her and in his or her name, place and stead, in any
and all capacities, to sign:
(1) the Registration Statements on Form S-8 and any and all amendments
(including post-effective amendments) to the Registration Statements
relating to the registration of an additional 3,000,000 shares of
Common Stock, $1.00 par value, under the Company's 1991 Stock Incentive
Plan and an additional 750,000 shares of Common Stock $1.00 par value,
under the Company's Profit Sharing and Savings Plan and the Common
Share Purchase Rights associated with such additional shares of Common
Stock; and
(2) any and all post-effective amendments to any Registration Statements on
Form S-8 currently in effect relating to the Company's Profit Sharing
and Savings Plan, the Company's 1989 Amended and Restated Stock Option
Plan and 1991 Stock Incentive Plan, and the Company's 1993 Restricted
Stock Plan for Non-Employee Directors,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
or his substitute may lawfully do or cause to be done by virtue hereof.
Dated this 25th day of January, 2001.
/s/ James A. Abbott
- ------------------------
James A. Abbott
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, being a Director of MGIC
Investment Corporation (the "Company"), hereby constitutes and appoints Curt S.
Culver, J. Michael Lauer and Jeffrey H. Lane, and each of them, his or her true
and lawful attorney-in-fact and agent with full power or substitution and
resubstitution for him or her and in his or her name, place and stead, in any
and all capacities, to sign:
(1) the Registration Statements on Form S-8 and any and all amendments
(including post-effective amendments) to the Registration Statements
relating to the registration of an additional 3,000,000 shares of
Common Stock, $1.00 par value, under the Company's 1991 Stock Incentive
Plan and an additional 750,000 shares of Common Stock $1.00 par value,
under the Company's Profit Sharing and Savings Plan and the Common
Share Purchase Rights associated with such additional shares of Common
Stock; and
(2) any and all post-effective amendments to any Registration Statements on
Form S-8 currently in effect relating to the Company's Profit Sharing
and Savings Plan, the Company's 1989 Amended and Restated Stock Option
Plan and 1991 Stock Incentive Plan, and the Company's 1993 Restricted
Stock Plan for Non-Employee Directors,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
or his substitute may lawfully do or cause to be done by virtue hereof.
Dated this 24th day of January, 2001.
/s/ Mary K. Bush
- ------------------------
Mary K. Bush
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, being a Director of MGIC
Investment Corporation (the "Company"), hereby constitutes and appoints Curt S.
Culver, J. Michael Lauer and Jeffrey H. Lane, and each of them, his or her true
and lawful attorney-in-fact and agent with full power or substitution and
resubstitution for him or her and in his or her name, place and stead, in any
and all capacities, to sign:
(1) the Registration Statements on Form S-8 and any and all amendments
(including post-effective amendments) to the Registration Statements
relating to the registration of an additional 3,000,000 shares of
Common Stock, $1.00 par value, under the Company's 1991 Stock Incentive
Plan and an additional 750,000 shares of Common Stock $1.00 par value,
under the Company's Profit Sharing and Savings Plan and the Common
Share Purchase Rights associated with such additional shares of Common
Stock; and
(2) any and all post-effective amendments to any Registration Statements on
Form S-8 currently in effect relating to the Company's Profit Sharing
and Savings Plan, the Company's 1989 Amended and Restated Stock Option
Plan and 1991 Stock Incentive Plan, and the Company's 1993 Restricted
Stock Plan for Non-Employee Directors,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
or his substitute may lawfully do or cause to be done by virtue hereof.
Dated this 24th day of January, 2001.
/s/ Karl E. Case
- ------------------------
Karl E. Case
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, being a Director of MGIC
Investment Corporation (the "Company"), hereby constitutes and appoints Curt S.
Culver, J. Michael Lauer and Jeffrey H. Lane, and each of them, his or her true
and lawful attorney-in-fact and agent with full power or substitution and
resubstitution for him or her and in his or her name, place and stead, in any
and all capacities, to sign:
(1) the Registration Statements on Form S-8 and any and all amendments
(including post-effective amendments) to the Registration Statements
relating to the registration of an additional 3,000,000 shares of
Common Stock, $1.00 par value, under the Company's 1991 Stock Incentive
Plan and an additional 750,000 shares of Common Stock $1.00 par value,
under the Company's Profit Sharing and Savings Plan and the Common
Share Purchase Rights associated with such additional shares of Common
Stock; and
(2) any and all post-effective amendments to any Registration Statements on
Form S-8 currently in effect relating to the Company's Profit Sharing
and Savings Plan, the Company's 1989 Amended and Restated Stock Option
Plan and 1991 Stock Incentive Plan, and the Company's 1993 Restricted
Stock Plan for Non-Employee Directors,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
or his substitute may lawfully do or cause to be done by virtue hereof.
Dated this 26th day of January, 2001.
/s/ Curt S. Culver
- ------------------------
Curt S. Culver
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, being a Director of MGIC
Investment Corporation (the "Company"), hereby constitutes and appoints Curt S.
Culver, J. Michael Lauer and Jeffrey H. Lane, and each of them, his or her true
and lawful attorney-in-fact and agent with full power or substitution and
resubstitution for him or her and in his or her name, place and stead, in any
and all capacities, to sign:
(1) the Registration Statements on Form S-8 and any and all amendments
(including post-effective amendments) to the Registration Statements
relating to the registration of an additional 3,000,000 shares of
Common Stock, $1.00 par value, under the Company's 1991 Stock Incentive
Plan and an additional 750,000 shares of Common Stock $1.00 par value,
under the Company's Profit Sharing and Savings Plan and the Common
Share Purchase Rights associated with such additional shares of Common
Stock; and
(2) any and all post-effective amendments to any Registration Statements on
Form S-8 currently in effect relating to the Company's Profit Sharing
and Savings Plan, the Company's 1989 Amended and Restated Stock Option
Plan and 1991 Stock Incentive Plan, and the Company's 1993 Restricted
Stock Plan for Non-Employee Directors,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
or his substitute may lawfully do or cause to be done by virtue hereof.
Dated this 25th day of January, 2001.
/s/ David S. Engelman
- ------------------------
David S. Engelman
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, being a Director of MGIC
Investment Corporation (the "Company"), hereby constitutes and appoints Curt S.
Culver, J. Michael Lauer and Jeffrey H. Lane, and each of them, his or her true
and lawful attorney-in-fact and agent with full power or substitution and
resubstitution for him or her and in his or her name, place and stead, in any
and all capacities, to sign:
(1) the Registration Statements on Form S-8 and any and all amendments
(including post-effective amendments) to the Registration Statements
relating to the registration of an additional 3,000,000 shares of
Common Stock, $1.00 par value, under the Company's 1991 Stock Incentive
Plan and an additional 750,000 shares of Common Stock $1.00 par value,
under the Company's Profit Sharing and Savings Plan and the Common
Share Purchase Rights associated with such additional shares of Common
Stock; and
(2) any and all post-effective amendments to any Registration Statements on
Form S-8 currently in effect relating to the Company's Profit Sharing
and Savings Plan, the Company's 1989 Amended and Restated Stock Option
Plan and 1991 Stock Incentive Plan, and the Company's 1993 Restricted
Stock Plan for Non-Employee Directors,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
or his substitute may lawfully do or cause to be done by virtue hereof.
Dated this 24th day of January, 2001.
/s/ James D. Ericson
- ------------------------
James D. Ericson
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, being a Director of MGIC
Investment Corporation (the "Company"), hereby constitutes and appoints Curt S.
Culver, J. Michael Lauer and Jeffrey H. Lane, and each of them, his or her true
and lawful attorney-in-fact and agent with full power or substitution and
resubstitution for him or her and in his or her name, place and stead, in any
and all capacities, to sign:
(1) the Registration Statements on Form S-8 and any and all amendments
(including post-effective amendments) to the Registration Statements
relating to the registration of an additional 3,000,000 shares of
Common Stock, $1.00 par value, under the Company's 1991 Stock Incentive
Plan and an additional 750,000 shares of Common Stock $1.00 par value,
under the Company's Profit Sharing and Savings Plan and the Common
Share Purchase Rights associated with such additional shares of Common
Stock; and
(2) any and all post-effective amendments to any Registration Statements on
Form S-8 currently in effect relating to the Company's Profit Sharing
and Savings Plan, the Company's 1989 Amended and Restated Stock Option
Plan and 1991 Stock Incentive Plan, and the Company's 1993 Restricted
Stock Plan for Non-Employee Directors,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
or his substitute may lawfully do or cause to be done by virtue hereof.
Dated this 25th day of January, 2001.
/s/ Kenneth M. Jastrow, II
- ------------------------
Kenneth M. Jastrow, II
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, being a Director of MGIC
Investment Corporation (the "Company"), hereby constitutes and appoints Curt S.
Culver, J. Michael Lauer and Jeffrey H. Lane, and each of them, his or her true
and lawful attorney-in-fact and agent with full power or substitution and
resubstitution for him or her and in his or her name, place and stead, in any
and all capacities, to sign:
(1) the Registration Statements on Form S-8 and any and all amendments
(including post-effective amendments) to the Registration Statements
relating to the registration of an additional 3,000,000 shares of
Common Stock, $1.00 par value, under the Company's 1991 Stock Incentive
Plan and an additional 750,000 shares of Common Stock $1.00 par value,
under the Company's Profit Sharing and Savings Plan and the Common
Share Purchase Rights associated with such additional shares of Common
Stock; and
(2) any and all post-effective amendments to any Registration Statements on
Form S-8 currently in effect relating to the Company's Profit Sharing
and Savings Plan, the Company's 1989 Amended and Restated Stock Option
Plan and 1991 Stock Incentive Plan, and the Company's 1993 Restricted
Stock Plan for Non-Employee Directors,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
or his substitute may lawfully do or cause to be done by virtue hereof.
Dated this 25th day of January, 2001.
/s/ Daniel P. Kearney
- ------------------------
Daniel P. Kearney
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, being a Director of MGIC
Investment Corporation (the "Company"), hereby constitutes and appoints Curt S.
Culver, J. Michael Lauer and Jeffrey H. Lane, and each of them, his or her true
and lawful attorney-in-fact and agent with full power or substitution and
resubstitution for him or her and in his or her name, place and stead, in any
and all capacities, to sign:
(1) the Registration Statements on Form S-8 and any and all amendments
(including post-effective amendments) to the Registration Statements
relating to the registration of an additional 3,000,000 shares of
Common Stock, $1.00 par value, under the Company's 1991 Stock Incentive
Plan and an additional 750,000 shares of Common Stock $1.00 par value,
under the Company's Profit Sharing and Savings Plan and the Common
Share Purchase Rights associated with such additional shares of Common
Stock; and
(2) any and all post-effective amendments to any Registration Statements on
Form S-8 currently in effect relating to the Company's Profit Sharing
and Savings Plan, the Company's 1989 Amended and Restated Stock Option
Plan and 1991 Stock Incentive Plan, and the Company's 1993 Restricted
Stock Plan for Non-Employee Directors,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
or his substitute may lawfully do or cause to be done by virtue hereof.
Dated this 25th day of January, 2001.
/s/ Sheldon B. Lubar
- ------------------------
Sheldon B. Lubar
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, being a Director of MGIC
Investment Corporation (the "Company"), hereby constitutes and appoints Curt S.
Culver, J. Michael Lauer and Jeffrey H. Lane, and each of them, his or her true
and lawful attorney-in-fact and agent with full power or substitution and
resubstitution for him or her and in his or her name, place and stead, in any
and all capacities, to sign:
(1) the Registration Statements on Form S-8 and any and all amendments
(including post-effective amendments) to the Registration Statements
relating to the registration of an additional 3,000,000 shares of
Common Stock, $1.00 par value, under the Company's 1991 Stock Incentive
Plan and an additional 750,000 shares of Common Stock $1.00 par value,
under the Company's Profit Sharing and Savings Plan and the Common
Share Purchase Rights associated with such additional shares of Common
Stock; and
(2) any and all post-effective amendments to any Registration Statements on
Form S-8 currently in effect relating to the Company's Profit Sharing
and Savings Plan, the Company's 1989 Amended and Restated Stock Option
Plan and 1991 Stock Incentive Plan, and the Company's 1993 Restricted
Stock Plan for Non-Employee Directors,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
or his substitute may lawfully do or cause to be done by virtue hereof.
Dated this 23rd day of January, 2001.
/s/ William A. McIntosh
- ------------------------
William A. McIntosh
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, being a Director of MGIC
Investment Corporation (the "Company"), hereby constitutes and appoints Curt S.
Culver, J. Michael Lauer and Jeffrey H. Lane, and each of them, his or her true
and lawful attorney-in-fact and agent with full power or substitution and
resubstitution for him or her and in his or her name, place and stead, in any
and all capacities, to sign:
(1) the Registration Statements on Form S-8 and any and all amendments
(including post-effective amendments) to the Registration Statements
relating to the registration of an additional 3,000,000 shares of
Common Stock, $1.00 par value, under the Company's 1991 Stock Incentive
Plan and an additional 750,000 shares of Common Stock $1.00 par value,
under the Company's Profit Sharing and Savings Plan and the Common
Share Purchase Rights associated with such additional shares of Common
Stock; and
(2) any and all post-effective amendments to any Registration Statements on
Form S-8 currently in effect relating to the Company's Profit Sharing
and Savings Plan, the Company's 1989 Amended and Restated Stock Option
Plan and 1991 Stock Incentive Plan, and the Company's 1993 Restricted
Stock Plan for Non-Employee Directors,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
or his substitute may lawfully do or cause to be done by virtue hereof.
Dated this 19th day of January, 2001.
/s/ Leslie M. Muma
- ------------------------
Leslie M. Muma
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, being a Director of MGIC
Investment Corporation (the "Company"), hereby constitutes and appoints Curt S.
Culver, J. Michael Lauer and Jeffrey H. Lane, and each of them, his or her true
and lawful attorney-in-fact and agent with full power or substitution and
resubstitution for him or her and in his or her name, place and stead, in any
and all capacities, to sign:
(1) the Registration Statements on Form S-8 and any and all amendments
(including post-effective amendments) to the Registration Statements
relating to the registration of an additional 3,000,000 shares of
Common Stock, $1.00 par value, under the Company's 1991 Stock Incentive
Plan and an additional 750,000 shares of Common Stock $1.00 par value,
under the Company's Profit Sharing and Savings Plan and the Common
Share Purchase Rights associated with such additional shares of Common
Stock; and
(2) any and all post-effective amendments to any Registration Statements on
Form S-8 currently in effect relating to the Company's Profit Sharing
and Savings Plan, the Company's 1989 Amended and Restated Stock Option
Plan and 1991 Stock Incentive Plan, and the Company's 1993 Restricted
Stock Plan for Non-Employee Directors,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
or his substitute may lawfully do or cause to be done by virtue hereof.
Dated this 24th day of January, 2001.
/s/ Edward J. Zore
- ------------------------
Edward J. Zore