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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3 )*
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MGIC INVESTMENT CORPORATION
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
55284810
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(CUSIP Number)
AS OF 10/31/96
Check the following box if a fee is being paid with this statement / /. (A
fee is not required only if the filing person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 1 of 10 Pages
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CUSIP No. 55284810 13G Page 2 of 10 Pages
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1 NAME OF REPORTING PERSON Provident Investment Counsel, Inc.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION Massachusetts
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NUMBER OF SHARES 5 SOLE VOTING POWER 1953357
BENEFICIALLY
OWNED BY --------------------------------------------------
EACH REPORTING 6 SHARED VOTING POWER 0
PERSON WITH
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7 SOLE DISPOSITIVE POWER 2627063
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8 SHARED DISPOSITIVE POWER 0
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2627063
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.5%
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12 TYPE OF REPORTING PERSON* CO, IA
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*SEE INSTRUCTION BEFORE FILLING OUT!
Page 2 of 10 Pages
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CUSIP No. 55284810 13G Page 3 of 10 Pages
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1 NAME OF REPORTING PERSON Robert M. Kommerstad
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON.
(Mr. Kommerstad is no longer a reporting person. See Item 2.)
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A
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NUMBER OF SHARES 5 SOLE VOTING POWER 0
BENEFICIALLY
OWNED BY --------------------------------------------------
EACH REPORTING 6 SHARED VOTING POWER 0
PERSON WITH
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7 SOLE DISPOSITIVE POWER 0
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8 SHARED DISPOSITIVE POWER 0
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 IA owns 2627063 shares of common stock. Mr. Kommerstad is no longer a
reporting person.
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0%
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12 TYPE OF REPORTING PERSON*
Mr. Kommerstad is no longer a reporting person. See Item 2.
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*SEE INSTRUCTION BEFORE FILLING OUT!
Page 3 of 10 Pages
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ITEM 1.
(a) NAME OF ISSUER: MGIC INVESTMENT CORPORATION
(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
250 E. KILBOURN AVE MILWAUKEE WISCONSIN 53202
ITEM 2.
(a) NAME OF PERSON FILING: This statement is being filed by (i)
Provident Investment Counsel Inc,. a Massahusetts coporation and registered
investment adviser ("IA"), and (ii) Robert M. Kommerstad, a shareholder of
IA's predecessor, Provident Investment Counsel, a California corporation
which was formerly a registered investment adviser ("Former IA"). IA is
continuing the business of Former IA, and is a wholly-owned susbsidiary of
United Asset Management Holdings, which is wholly owned by United Asset
Management Corporation ("UAM"). Pursuant to an Acquisition Agreement by and
among UAM, Former IA and IA, IA acquired substantially all of the assets of
Former IA on February 15, 1995. (the "Acquisition").
IA's beneficial ownership of the Common Stock is direct as a result of
IA's discretonary authority to buy, sell, and vote shares of such Common
Stock for its investment advisory clients. Mr. Kommerstad, as a result of
the Acquisition, no longer has beneficial ownership of any of the common
stock, and is no longer a reporting person.
(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
IA's Principal Business Office is located at:
300 North Lake Avenue, Pasadena, CA 91101-4022.
(c) CITIZENSHIP:
IA is a Massachusetts corporation.
(d) TITLE OF CLASS OF SECURITIES:
Class A Common Stock
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 4 of 10 Pages
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(e) CUSIP NUMBER:
55284810
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b), OR 13d-2(b),
CHECK WHETHER THE PERSON FILING IS A:
(a) / / Broker or Dealer registerd under Secton 15 of the Act
(b) / / Bank as defined in section 3 (a) (6) of the Act
(c) / / Insurance Company as defined in section 3 (a) (19) of the act
(d) / / Investment Company registered under section 8 of the Investment
Company Act
(e) /x/ Investment Adviser registered under section 203 of the
Investment Advisers Act
(f) / / Employee Benefit Plan, Pension Fund which is subject to the
provisions of the Employee Retirement Income Security Act of 1974
or Endowment Fund; see section 240.13d-1(b) (1) (ii) (F)
(g) / / Parent Holding company, in accordance with section 240.13d-1(b)
(ii) (G) (Note: See Item 7)
(h) / / Group, in accordance with section 240.13d1-(b) (1) (ii) (H)
ITEM 4. OWNERSHIP
(a) AMOUNT BENEFICIALLY OWNED: IA directly beneficially owns 3604524
shares of Common Stock.
(b) PERCENT OF CLASS: 4.5%
(c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
(i) sole power to vote or to direct the vote:
IA has the power to vote 1953357 shares. No other person
has the power to vote such shares.
IA has no power to vote 673706 shares for which it has
dispositive power.
(ii) shared power to vote or to direct the vote: 0
SEE INSTRUCTION BEFORE FILLING OUT!
Page 5 of 10 Pages
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(iii) sole power to dispose or to direct the disposition of:
IA has the power to dispose all 2627063 shares for which it has
direct beneficial ownership. It does not share this power with
any other person.
(iv) shared power to dispose or to direct the
disposition of: 0
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
As a result of the Acquisition, Mr. Kommerstad no longer owns any of
the common stock. See Item 2 above. IA's beneficial ownership is
described in Item 4 above.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
IA, a registerd investment adviser, has the right or the power to
direct the receipt of dividends from Common Stock, and to direct the
receipt of proceeds from the sale of Common Stock to IA's investment
advisory clients. No single investment advisory client of IA owns
more 5% of the Common Stock.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
Not applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Not applicable.
SEE INSTRUCTION BEFORE FILLING OUT!
Page 6 of 10 pages
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ITEM 10. CERTIFICATION
By signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were acquired in the ordinary course of
business and were not acquired for the purpose of and do not have the effect
of changing or influencing the control of the issuer of such securities and
were not acquired in connection with or as a participant in any transaction
having such purposes or effect.
SEE INSTRUCTION BEFORE FILLING OUT!
Page 7 of 10 pages
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
November 9, 1996
PROVIDENT INVESTMENT COUNSEL, INC.
By: /s/ THAD BROWN
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Thad Brown
Chief Financial Officer
and Senior Vice-President
SEE INSTRUCTION BEFORE FILLING OUT!
Page 8 of 10 pages