BARCLAYS GLOBAL INVESTORS NA /CA/
SC 13G/A, 2000-07-07
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  Schedule 13G

                    Under the Securities Exchange Act of 1934
                               (Amendment No. 1)*

                               The PMI Group Inc.
                                (Name of Issuer)

                                  Common Stock
                         (Title of Class of Securities)

                                    69344M101
                                 (CUSIP Number)

         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).

                        (Continued on following page(s))

                                     Page 1


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CUSIP No.               69344M101              13G                  Page 2

(1) NAMES OF REPORTING PERSONS. S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE
    PERSONS
      Barclays Global Investors. N.A.,  943112180

(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                    (a)
                                    (b) X

(3) SEC USE ONLY

(4) CITIZENSHIP OR PLACE OF ORGANIZATION
        U.S.A.

Number of Shares                            (5) SOLE VOTING POWER
Beneficially Owned                                 1,845,468
by Each Reporting                           (6) SHARED VOTING POWER
Person With                                        0
                                            (7) SOLE DISPOSITIVE POWER
                                                   1,975,100
                                            (8) SHARED DISPOSITIVE POWER
                                                   0

(9)  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
       1,975,100

(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*


(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
       4.5%

(12) TYPE OF REPORTING PERSON*
       BK

                      *SEE INSTRUCTION BEFORE FILLING OUT!


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CUSIP No.               69344M101              13G                  Page 2A

(1) NAMES OF REPORTING PERSONS.  S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE
    PERSONS
       Barclays Global Fund Advisors

(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                    (a)
                                    (b) X

(3) SEC USE ONLY

(4) CITIZENSHIP OR PLACE OF ORGANIZATION
        U.S.A.

Number of Shares                            (5) SOLE VOTING POWER
Beneficially Owned                                 82,295
by Each Reporting                           (6) SHARED VOTING POWER
Person With                                        0
                                            (7) SOLE DISPOSITIVE POWER
                                                   85,513
                                            (8) SHARED DISPOSITIVE POWER
                                                   0

 (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
       85,513

(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*


(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
        0.2%

(12) TYPE OF REPORTING PERSON*
       BK

                      *SEE INSTRUCTION BEFORE FILLING OUT!


<PAGE>

CUSIP No.               69344M101              13G                  Page 2B

(1) NAMES OF REPORTING PERSONS. S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE
    PERSONS
      Barclays Bank PLC

(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                    (a)
                                    (b) X

(3) SEC USE ONLY

(4) CITIZENSHIP OR PLACE OF ORGANIZATION
        United Kingdom

Number of Shares                            (5) SOLE VOTING POWER
Beneficially Owned                                 16,800
by Each Reporting                           (6) SHARED VOTING POWER
Person With                                        0
                                            (7) SOLE DISPOSITIVE POWER
                                                   16,800
                                            (8) SHARED DISPOSITIVE POWER
                                                   0

(9)  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
       16,800

(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*


(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
       0.0%

(12) TYPE OF REPORTING PERSON*
       BK

                      *SEE INSTRUCTION BEFORE FILLING OUT!


<PAGE>

CUSIP No.               69344M101              13G                  Page 2C

(1) NAMES OF REPORTING PERSONS. S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE
    PERSONS
      Barclays Funds Limited

(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                    (a)
                                    (b) X

(3) SEC USE ONLY

(4) CITIZENSHIP OR PLACE OF ORGANIZATION
        United Kingdom

Number of Shares                            (5) SOLE VOTING POWER
Beneficially Owned                                 4,200
by Each Reporting                           (6) SHARED VOTING POWER
Person With                                        0
                                            (7) SOLE DISPOSITIVE POWER
                                                   4,200
                                            (8) SHARED DISPOSITIVE POWER
                                                   0
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
      4,200

(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*


(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
       0.0%

(12) TYPE OF REPORTING PERSON*
       BK

                      *SEE INSTRUCTION BEFORE FILLING OUT!


<PAGE>

CUSIP No.               69344M101              13G                  Page 2D

(1) NAMES OF REPORTING PERSONS. S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE
    PERSONS
      Barclays Global Investors, LTD.

(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                    (a)
                                    (b) X

(3) SEC USE ONLY

(4) CITIZENSHIP OR PLACE OF ORGANIZATION
        United Kingdom

Number of Shares                            (5) SOLE VOTING POWER
Beneficially Owned                                 58,420
by Each Reporting                           (6) SHARED VOTING POWER
Person With                                        0
                                            (7) SOLE DISPOSITIVE POWER
                                                   69,025
                                            (8) SHARED DISPOSITIVE POWER
                                                   0
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
      69,025

(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*


(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
       0.2%

(12) TYPE OF REPORTING PERSON*
       BK

                      *SEE INSTRUCTION BEFORE FILLING OUT!


<PAGE>

                                                                          Page 3

ITEM 1(A).        NAME OF ISSUER
                       The PMI Group Inc.

ITEM 1(B).        ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
                      601 Montgomery Street
                      San Francisco, Ca 94111
ITEM 2(A).        NAME OF PERSON(S) FILING
                       Barclays Global Investors, N.A.

ITEM 2(B).        ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
                      45 Fremont Street
                      San Francisco, CA 94105
ITEM 2(C).        CITIZENSHIP
                        U.S.A

ITEM 2(D).        TITLE OF CLASS OF SECURITIES
                        Common Stock

ITEM 2(E).        CUSIP NUMBER
                     69344M101

ITEM 3.           IF THIS STATEMENT IS FILED PURSUANT TO RULES 13D-1(B), OR
                  13D-2(B), CHECK WHETHER THE PERSON FILING IS A

(a) // Broker or Dealer registered under Section 15 of the Act

(b) // Bank as defined in section 3(a) (6) of the Act
        X
(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) // Investment Adviser registered under section 203 of the Investment
       Advisers Act of 940

(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 Rule 13d-1(b)(1)(ii)(F)

(g) // Parent Holding Company, in accordance with Rule 13d-1(b)(ii)(G)
                        (Note:See Item 7)
(h) // Group, in accordance with Rule 13d-1(b)(1)(ii)(H)


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                                                                         Page 3A
ITEM 1(A).        NAME OF ISSUER
                       The PMI Group Inc.

ITEM 1(B).        ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
                          601 Montgomery Street
                          San Francisco, Ca 94111
ITEM 2(A).        NAME OF PERSON(S) FILING
                       Barclays Global Fund Advisors

ITEM 2(B).        ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
                          45 Fremont Street
                          San Francisco, CA 94105
ITEM 2(C).        CITIZENSHIP
                      U.S.A

ITEM 2(D).        TITLE OF CLASS OF SECURITIES
                        Common Stock

ITEM 2(E).        CUSIP NUMBER
                     69344M101

ITEM 3.           IF THIS STATEMENT IS FILED PURSUANT TO RULES 13D-1(B), OR
                  13D-2(B), CHECK WHETHER THE PERSON FILING IS A

(a) // Broker or Dealer registered under Section 15 of the Act

(b) // Bank as defined in section 3(a) (6) of the Act
        X
(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) // Investment Adviser registered under section 203 of the Investment
       Advisers Act of 1940

(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 Rule 13d-1(b)(1)(ii)(F)

(g) // Parent Holding Company, in accordance with Rule 13d-1(b)(ii)(G)
                        (Note:See Item 7)
(h) // Group, in accordance with Rule 13d-1(b)(1)(ii)(H)


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                                                                         Page 3B
ITEM 1(A).        NAME OF ISSUER
                       The PMI Group Inc.

ITEM 1(B).        ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
                          601 Montgomery Street
                          San Francisco, Ca 94111
ITEM 2(A).        NAME OF PERSON(S) FILING
                       Barclays Bank PLC

ITEM 2(B).        ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
                          54 Lombard Street
                          London England EC3P 3AH
ITEM 2(C).        CITIZENSHIP
                      United Kingdom

ITEM 2(D).        TITLE OF CLASS OF SECURITIES
                        Common Stock

ITEM 2(E).        CUSIP NUMBER
                     69344M101

ITEM 3.           IF THIS STATEMENT IS FILED PURSUANT TO RULES 13D-1(B), OR
                  13D-2(B), CHECK WHETHER THE PERSON FILING IS A

(a) // Broker or Dealer registered under Section 15 of the Act

(b) // Bank as defined in section 3(a) (6) of the Act
        X
(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) // Investment Adviser registered under section 203 of the Investment
       Advisers Act of 1940

(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 Rule 13d-1(b)(1)(ii)(F)

(g) // Parent Holding Company, in accordance with Rule 13d-1(b)(ii)(G)
                        (Note:See Item 7)
 (h) // Group, in accordance with Rule 13d-1(b)(1)(ii)(H)


<PAGE>

                                                                         Page 3C
ITEM 1(A).        NAME OF ISSUER
                       The PMI Group Inc.

ITEM 1(B).        ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
                          601 Montgomery Street
                          San Francisco, Ca 94111
ITEM 2(A).        NAME OF PERSON(S) FILING
                       Barclays Fund Limited

ITEM 2(B).        ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
                          Gredley House, 11 The Broadway
                          Stratford, England E15 4BJ

ITEM 2(C).        CITIZENSHIP
                      United Kingdom

ITEM 2(D).        TITLE OF CLASS OF SECURITIES
                        Common Stock

ITEM 2(E).        CUSIP NUMBER
                     69344M101

ITEM 3.           IF THIS STATEMENT IS FILED PURSUANT TO RULES 13D-1(B), OR
                  13D-2(B), CHECK WHETHER THE PERSON FILING IS A

(a) // Broker or Dealer registered under Section 15 of the Act

(b) // Bank as defined in section 3(a) (6) of the Act
        X
(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) // Investment Adviser registered under section 203 of the Investment
       Advisers Act of 1940

(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 Rule 13d-1(b)(1)(ii)(F)

(g) // Parent Holding Company, in accordance with Rule 13d-1(b)(ii)(G)
                       (Note:See Item 7)
 (h) // Group, in accordance with Rule 13d-1(b)(1)(ii)(H)


<PAGE>

                                                                         Page 3D
ITEM 1(A).        NAME OF ISSUER
                       The PMI Group Inc.

ITEM 1(B).        ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
                          601 Montgomery Street
                          San Francisco, Ca 94111
ITEM 2(A).        NAME OF PERSON(S) FILING
                       Barclays Global Investors, LTD

ITEM 2(B).        ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
                          Murray House, 1 Royal Mint Court
                          London, England EC3 NHH
ITEM 2(C).        CITIZENSHIP
                      United Kingdom

ITEM 2(D).        TITLE OF CLASS OF SECURITIES
                        Common Stock

ITEM 2(E).        CUSIP NUMBER
                     69344M101

ITEM 3.           IF THIS STATEMENT IS FILED PURSUANT TO RULES 13D-1(B), OR
                  13D-2(B), CHECK WHETHER THE PERSON FILING IS A

(a) // Broker or Dealer registered under Section 15 of the Act

(b) // Bank as defined in section 3(a) (6) of the Act
        X
(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) // Investment Adviser registered under section 203 of the Investment
       Advisers Act of 1940

(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 Rule 13d-1(b)(1)(ii)(F)

(g) // Parent Holding Company, in accordance with Rule 13d-1(b)(ii)(G)
                       (Note:See Item 7)
 (h) // Group, in accordance with Rule 13d-1(b)(1)(ii)(H)


<PAGE>

                                                                          Page 4
ITEM 4.  OWNERSHIP
         (a)  Amount Beneficially Owned:                2,150,638

         (b)  Percent of Class:                         4.9%

         (c)  Number of shares as to which such person has:
                  (i)  sole power to vote or to direct the vote
                           2,007,183
                  (ii)  shared power to vote or to direct the vote
                           0
                  (iii  sole power to dispose or to direct the disposition of
                           2,150,638
                  (iv)  shared power to dispose or to direct the disposition of
                           0

ITEM 5.  OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
        if this statement is being filed to report the fact that as of the date
        hereof the reporting person has ceased to be the beneficial owner of
        more than five percent of the class of securities, check the following.
       /X/

ITEM 6.  OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
         The shares reported are held by the company in trust accounts for the
         economic benefit of the beneficiaries of those accounts. See also Items
         2(a) above.

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


<PAGE>

                                                                          Page 5
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.

         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.


                                                  July 10, 2000





                                                 Vivien Lin
                                                 Manager of Compliance




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