UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 16, 2008
THE PMI GROUP, INC.
(Exact name of registrant as specified in its charter)
| | | | |
| Delaware | | 1-13664 | | 94-3199675 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
PMI Plaza, 3003 Oak Road
Walnut Creek, California 94597
(Address of principal executive offices, including zip code)
(925) 658-7878
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
(a) Effective July 16, 2008, the Board of Directors of The PMI Group, Inc. (the “Company”) amended and restated the Bylaws of the Company. The changes to the Bylaws clarify the stockholder’s notice provisions, add a requirement that shareholders making a proposal or nomination disclose derivative forms of ownership of the Company’s capital stock, update officer positions and add provisions for uncertificated shares and electronic communication. The prior form of Bylaws and the amended and restated Bylaws are filed as exhibits herewith and are incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits:
| | |
Exhibit No. | | Description |
| |
| 3.1 | | The PMI Group, Inc. Amended and Restated Bylaws effective February 20, 2003 (incorporated by reference to Exhibit 3.2 to the registrant’s annual report on Form 10-K for the year ended December 31, 2002, filed on March 28, 2003 (File No. 001-13664)). |
| |
| 3.2 | | The PMI Group, Inc. Amended and Restated Bylaws effective July 16, 2008. |
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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.
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| | | | THE PMI GROUP, INC. |
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| Dated: July 22, 2008 | | | | By: | | /s/ Andrew D. Cameron |
| | | | | | Andrew D. Cameron |
| | | | | | Group Senior Vice President |
| | | | | | and General Counsel |
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