UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K /A
(Amendment No. 1)
| x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2005
OR
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number 1-13664
THE PMI GROUP, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 3003 Oak Road Walnut Creek, California 94597 | 94-3199675 | ||
| (State of Incorporation) | (Address of principal executive offices) | (I.R.S. Employer Identification No.) |
(925) 658-7878
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Name of each exchange on which registered | |
| Common Stock, $0.01 par value | New York Stock Exchange Pacific Exchange | |
| Preferred Stock Purchase Rights | New York Stock Exchange Pacific Exchange | |
| Corporate Units | New York Stock Exchange | |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No ¨
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No x
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and larger accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer x Accelerated filer ¨ Non-accelerated filer ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x
The market value of the voting stock (common stock) held by non-affiliates of the registrant as of the close of business on June 30, 2005 was approximately $3.1 billion based on the closing sale price of the common stock on the New York Stock Exchange consolidated tape on that date. All executive officers and directors, and beneficial owners of 10% or more of the outstanding shares, of the registrant have been deemed, solely for the purpose of the foregoing calculation, to be “affiliates” of the registrant.
Number of shares outstanding of registrant’s common stock, as of close of business on February 28, 2006: 89,154,417
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Proxy Statement for registrant’s Annual Meeting of Stockholders to be held on May 18, 2006 are incorporated by reference into Items 10 through 14 of Part III.
Explanatory Note
This Amendment No. 1 to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2005 (the “Form 10-K”) is filed solely to amend Exhibit 12.1, Statement re: Computation of Ratio of Profit to Fixed Charges. The previously filed Exhibit 12.1 contained computational errors relating to the information presented for 2004 through 2005. Accordingly, Exhibit 12.1 is being re-filed to include the corrected calculations.
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Walnut Creek, State of California, on the 7th day of August, 2006.
| THE PMI GROUP, INC. | ||
By: | /S/ L. STEPHEN SMITH | |
L. Stephen Smith President and Chief Executive Officer | ||
EXHIBIT INDEX
| Exhibit No. | Exhibit Description | |
| 12.1 | Statement re: computation of ratio of profit to fixed charges | |
| 31.1 | Certificate of Chief Executive Officer. | |
| 31.2 | Certificate of Chief Financial Officer. | |
| 32.1 | Certificate of Chief Executive Officer. | |
| 32.2 | Certificate of Chief Financial Officer. | |
