<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 16, 1998
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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THE PMI GROUP, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 94-3199675
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
601 MONTGOMERY STREET
SAN FRANCISCO, CA 94111
(415) 788-7878,
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES AND TELEPHONE NUMBER INCLUDING AREA
CODE)
---------------
VICTOR J. BACIGALUPI
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
THE PMI GROUP, INC.
601 MONTGOMERY STREET
SAN FRANCISCO, CA 94111
415-788-7878
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
---------------
COPIES TO:
GEOFFREY P. LEONARD DWIGHT D. SMITH JOSEPH T. KANE
ORRICK, HERRINGTON & THE PMI GROUP, INC. THE ALLSTATE
SUTCLIFFE LLP 601 MONTGOMERY STREET CORPORATION
400 SANSOME STREET SAN FRANCISCO, CALIFORNIA 2775 SANDERS ROAD, A-8
SAN FRANCISCO, CALIFORNIA 94111 NORTHBROOK, ILLINOIS
94111 (415) 788-7878 60062
(415) 392-1122 (847) 402-8522
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [_]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434
under the Securities Act, please check the following box. [_]
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CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
PROPOSED PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE MAXIMUM OFFERING AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED PRICE PER SHARE* OFFERING PRICE* REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock par value
$0.01 per share........ 1,897,350 shares $74.56 $141,466,416.00 $41,733.00
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</TABLE>
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* Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c), on the basis of $74.56, the average of the high and
low prices of shares on the New York Stock Exchange on March 11, 1998.
---------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933, OR UNTIL THIS REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE
COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
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<PAGE>
LOGO
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A +
+REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE +
+SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY +
+OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT +
+BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR +
+THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE +
+SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE +
+UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF +
+ANY SUCH STATE. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
SUBJECT TO COMPLETION, DATED MARCH 16, 1998
PROSPECTUS
1,897,350 SHARES
THE PMI GROUP, INC.
COMMON STOCK
(PAR VALUE $0.01 PER SHARE)
This Prospectus relates to 1,897,350 shares (the "Shares") of Common Stock,
par value $.01 per share (the "Common Stock"), of The PMI Group, Inc., a
Delaware corporation ("TPG" and on a consolidated basis, the "Company"), for
reoffer and resale from time to time by The Allstate Corporation (the "Selling
Stockholder" or "The Allstate Corporation"). See "Selling Stockholder." The
Company will not receive any proceeds from the sale of the Shares by the
Selling Stockholder.
The Common Stock trades on the New York Stock Exchange and the Pacific
Exchange under the symbol PMA. On March 11, 1998, the average of the high and
low price of the Common Stock on the New York Stock Exchange was $74.56 per
share.
The Selling Stockholder intends to dispose of the Shares offered hereby from
time to time in one or more of the following transactions: (a) to underwriters
who will acquire the Shares for their own account and resell them in one or
more transactions, including negotiated transactions, at a fixed public
offering price or at varying prices determined at the time of sale (any public
offering price and any discount or concessions allowed or reallowed or paid to
dealers may be changed from time to time); (b) through brokers, acting as
principal or agent, in transactions (which may involve crosses and block
transactions) in the over-the-counter market, in special offerings, or
otherwise, at market prices prevailing at the time of sale, at prices related
to such prevailing market prices, at negotiated prices or at fixed prices; (c)
directly or through brokers or agents in private sales at negotiated prices; or
(d) by any other legally available means. See "Plan of Distribution."
The Shares being offered hereby were retained by Allstate Insurance Company,
a wholly-owned subsidiary of the Selling Stockholder, at the time of the
initial public offering of seventy percent (70%) of TPG's Common Stock on April
18, 1995 (the "IPO"). The Shares offered hereunder have been registered with
the Securities and Exchange Commission pursuant to a Separation Agreement
entered into in connection with the IPO. Pursuant to the Separation Agreement,
TPG has agreed to indemnify the Selling Stockholder against certain civil
liabilities, including certain liabilities under the Securities Act of 1933, as
amended (the "Securities Act"). Pursuant to such Separation Agreement, TPG is
also required to bear and pay all expenses incurred in connection with such
registration, other than underwriting discounts and commissions relating to the
Shares, if any, which will be paid by the Selling Stockholder. See "Selling
Stockholder."
The Selling Stockholder and any broker-dealers, agents or underwriters which
participate in the distribution of the Shares may be deemed to be
"underwriters" within the meaning of the Securities Act, and any commissions or
purchase discounts received by them may be deemed to be commissions or
discounts under the Securities Act. If required, the names of any underwriters,
brokers, dealers or agents involved in the sale of the Shares and the
applicable commission or discount, if any, will be set forth in an accompanying
supplement to this Prospectus.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
THE DATE OF THIS PROSPECTUS IS , 1998.
<PAGE>
AVAILABLE INFORMATION
TPG has filed with the Securities and Exchange Commission (the "Commission")
a Registration Statement on Form S-3, of which this Prospectus is a part
(together with all amendments thereto, the "Registration Statement"), under
the Securities Act with respect to the Shares offered hereby. This Prospectus
does not contain all of the information set forth in the Registration
Statement, certain portions of which have been omitted as permitted by the
rules and regulations of the Commission. Statements contained in this
Prospectus as to the contents of any contract or other document are not
necessarily complete, and in each instance reference is made to the copy of
such contract or other document filed as an exhibit to the Registration
Statement, each such statement being qualified in all respects by such
reference and the exhibits and schedules thereto. For further information
regarding TPG and the Shares, reference is hereby made to the Registration
Statement and the exhibits and schedules thereto which may be obtained from
the Public Reference Section of the Commission, 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates.
TPG is subject to the informational requirements of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), and in accordance therewith
files reports, proxy statements and other information with the Commission. The
Registration Statement, the exhibits and schedules forming a part thereof and
the reports, proxy statements and other information filed by TPG with the
Commission in accordance with the Exchange Act can be inspected and copied at
the Public Reference Section of the Commission, 450 Fifth Street, N.W.,
Washington D.C. 20549, and at the following regional offices of the
Commission: Seven World Trade Center, Suite 1300, New York, New York 10048 and
500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such
material can be obtained from the Public Reference Section of the Commission,
450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. The
Commission maintains a World Wide Web site that contains reports, proxy and
information statements and other information that are filed through the
Commission's Electronic Data Gathering, Analysis and Retrieval System. This
Web site can be accessed at http://www.sec.gov. In addition, TPG's Common
Stock is listed on the New York Stock Exchange and the Pacific Exchange and
similar information concerning TPG can be inspected and copied at the New York
Stock Exchange, 20 Broad Street, New York, New York 10005 and the Pacific
Exchange, 301 Pine Street, San Francisco, CA 94104.
TPG DIRECTLY OR INDIRECTLY OWNS ALL OF THE OUTSTANDING SHARES OF COMMON
STOCK OF PMI MORTGAGE INSURANCE CO. ("PMI"), AN INSURANCE COMPANY INCORPORATED
UNDER THE LAWS OF ARIZONA, PMI MORTGAGE GUARANTY CO. ("PMG"), AN INSURANCE
COMPANY INCORPORATED UNDER THE LAWS OF ARIZONA, RESIDENTIAL GUARANTY CO.
("RGC"), AN INSURANCE COMPANY INCORPORATED UNDER THE LAWS OF ARIZONA, AND
AMERICAN PIONEER TITLE INSURANCE COMPANY ("APTIC"), AN INSURANCE COMPANY
INCORPORATED UNDER THE LAWS OF FLORIDA. ARIZONA INSURANCE LAWS PROVIDE THAT NO
PERSON MAY ACQUIRE CONTROL OF TPG (AND THEREBY INDIRECT CONTROL OF PMI, PMG
AND RGC), UNLESS SUCH PERSON HAS GIVEN PRIOR WRITTEN NOTICE TO TPG, PMI, PMG
AND RGC, AND HAS RECEIVED THE APPROVAL OF THE ARIZONA DIRECTOR OF INSURANCE.
SUCH CONTROL IS PRESUMED TO EXIST IN ARIZONA UPON THE ACQUISITION OF 10% OR
MORE OF THE COMMON STOCK OF TPG UNLESS THE ARIZONA DIRECTOR OF INSURANCE UPON
APPLICATION, DETERMINES OTHERWISE. FLORIDA INSURANCE LAW PROVIDES THAT NO
PERSON MAY ACQUIRE 5% OR MORE OF THE OUTSTANDING SHARES OF COMMON STOCK OF TPG
(AND THEREBY INDIRECT CONTROL OF APTIC) UNLESS SUCH PERSON HAS GIVEN PRIOR
WRITTEN NOTICE TO TPG AND APTIC AND HAS RECEIVED THE APPROVAL OF THE FLORIDA
COMMISSIONER OF INSURANCE (OR THE COMMISSIONER DOES NOT DISAPPROVE THE
ACQUISITION WITHIN 90 DAYS AFTER AN APPLICATION IS FILED). TPG ALSO INDIRECTLY
OWNS 45% OF THE OUTSTANDING COMMON STOCK OF CMG MORTGAGE INSURANCE COMPANY
("CMG"), AN INSURANCE COMPANY LEGALLY DOMICILED IN WISCONSIN. WISCONSIN
INSURANCE LAWS PROVIDE THAT NO PERSON MAY ACQUIRE CONTROL OF TPG (AND THEREBY
INDIRECT CONTROL OF CMG) UNLESS SUCH PERSON HAS RECEIVED THE PRIOR APPROVAL OF
THE OFFICE OF THE
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<PAGE>
COMMISSIONER OF INSURANCE OF THE STATE OF WISCONSIN. SUCH CONTROL IS PRESUMED
TO EXIST IN WISCONSIN UPON THE ACQUISITION OF 10% OR MORE OF THE COMMON STOCK
OF TPG UNLESS THE COMMISSIONER, UPON APPLICATION, DETERMINES OTHERWISE. FOR
PURPOSES OF ARIZONA, FLORIDA AND WISCONSIN LAW, "CONTROL" MEANS THE POWER TO
DIRECT OR CAUSE THE DIRECTION OF THE MANAGEMENT OF AN INSURER, WHETHER THROUGH
THE OWNERSHIP OF VOTING SECURITIES, BY CONTRACT OR OTHERWISE, UNLESS THE POWER
IS THE RESULT OF AN OFFICIAL POSITION WITH OR CORPORATE OFFICE HELD BY THE
PERSON.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents are incorporated by reference in this Registration
Statement:
(i) TPG's Annual Report on Form 10-K for the year ended December 31, 1996;
(ii) TPG's Quarterly Reports on Form 10-Q for the quarters ended March 31,
1997, June 30, 1997 and September 30, 1997;
(iii) TPG's Current Reports on Form 8-K filed on February 21, 1997, November
21, 1997, and January 15, 1998; and
(iv) the description of TPG's Common Stock contained in TPG's Registration
Statement on Form 8-A filed pursuant to the Exchange Act on April 5, 1995.
All documents subsequently filed by TPG pursuant to Sections 13(a), 13(c),
14, and 15(d) of the Exchange Act, after the date of this Prospectus and prior
to the termination of the offering of the Shares shall be deemed to be
incorporated by reference in this Prospectus and made a part hereof from their
respective dates of filing (such documents, and the documents enumerated
above, being hereinafter referred to as the "Incorporated Documents"). Any
statement contained in an Incorporated Document shall be deemed to be modified
or superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any other subsequently filed Incorporated Document
modifies or supersedes such statement. Any such statements so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
TPG will provide without charge to each person, including any beneficial
owner of Shares, to whom this Prospectus is delivered, upon written or oral
request of such person, a copy of any or all of the Incorporated Documents
(not including exhibits to such documents unless such exhibits are
specifically incorporated by reference into such documents). Requests should
be directed to The PMI Group, Inc., 601 Montgomery Street, San Francisco, CA
94111, Attention: Corporate Relations; telephone: (800) 876-4764.
THE COMPANY
TPG is a holding company which conducts its business through its direct
wholly-owned subsidiaries, PMI and APTIC, and various other direct or indirect
reinsurance and service subsidiaries. PMI also owns 45% of the outstanding
shares of common stock of CMG. The Company, through PMI, is the third largest
private mortgage insurer in the United States based on insurance in force.
PMI's new primary insurance written was $15.3 billion and $17.9 billion for
the year ended December 31, 1997 and 1996, respectively and direct primary
insurance in force was $77.8 billion at December 31, 1997. In addition to
primary mortgage insurance, the Company, through its subsidiaries, provides
title insurance and various services and products for the home mortgage
finance industry.
PMI was founded in 1972 and was acquired by Allstate Insurance Company in
1973. In April 1995, Allstate Insurance Company sold a majority of TPG in the
IPO. The Selling Stockholder, through its wholly-owned
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<PAGE>
subsidiary Allstate Insurance Company, continues to own approximately 32% of
the outstanding common stock of TPG. The principal executive offices of TPG are
located at 601 Montgomery Street, San Francisco, California 94111, telephone
(415) 788-7878.
RECENT DEVELOPMENTS
On January 21, 1998, the Company announced its financial results for the year
ended December 31, 1997. The Company reported 1997 net income of $175.3
million, an increase of 11% over the $157.9 million reported in 1996. Total
revenues for the Company were $564.6 million in 1997, an increase of 13% over
the $501.4 million in the previous year.
New primary insurance written for PMI was $15.3 billion in 1997 compared to
$17.9 billion in 1996, a decrease of 15%. PMI's direct primary insurance in
force at December 31, 1997 was $77.8 billion, up $0.5 billion from December 31,
1996. PMI's persistency rate (percentage of insurance remaining in force from
one year prior) was 80.8% at December 31, 1997 compared with 83.3% at December
31, 1996.
As of December 31, 1997, PMI's percentage of insured loans in default was
2.38% compared to 2.19% at December 31, 1996.
USE OF PROCEEDS
All of the Shares are issued and outstanding shares of Common Stock, and are
being offered and sold by and on behalf of the Selling Stockholder. The Company
will not receive any proceeds from the sale of the Shares by the Selling
Stockholder.
SELLING STOCKHOLDER
The Selling Stockholder has provided the information included in the
following table and footnote thereto relating to the Selling Stockholder and
the Shares which may be sold pursuant to this Prospectus.
<TABLE>
<CAPTION>
BENEFICIAL OWNERSHIP BENEFICIAL OWNERSHIP
PRIOR TO THE OFFERING AFTER THE OFFERING(1)
------------------------- ------------------------
NAME OF SELLING STOCKHOLDER NUMBER PERCENT SHARES BEING OFFERED NUMBER PERCENT
--------------------------- ------------- ------------------------------ ------------ -----------
<S> <C> <C> <C> <C> <C>
The Allstate
Corporation............ 10,500,000 32.4% 1,897,350 8,602,650 26.5%
</TABLE>
- --------
(1) Assumes the Selling Stockholder sells all the Shares. On April 15, 1998,
the 10,500,000 Exchangeable Notes which the Selling Stockholder issued to
the public concurrently with TPG's IPO in April 1995 must be mandatorily
exchanged. The Selling Stockholder has the option of exchanging shares of
Common Stock for the 10,500,000 Exchangeable Notes or paying cash of
equivalent value. If the average closing sale price of Common Stock on the
New York Stock Exchange over the 20 trading days preceding April 15, 1998,
equals or exceeds $41.50 per share and the Selling Stockholder elects to
exchange Common Stock for the 10,500,000 Exchangeable Notes, 8,602,650
shares of Common Stock would be payable to the holders of the 10,500,000
Exchangeable Notes. If the Selling Stockholder elects to deliver cash for
the 10,500,000 Exchangeable Notes, an amount of cash of equivalent value to
such Common Stock would be payable to the holders of the 10,500,000
Exchangeable Notes. The Selling Stockholder is required to provide notice
by April 6, 1998 to record holders of the 10,500,000 Exchangeable Notes of
its irrevocable election to exchange Common Stock or cash for the
10,500,000 Exchangeable Notes. Assuming the Selling Stockholder exchanges
Common Stock for the Exchangeable Notes on April 15, 1998 and assuming the
sale of any remaining shares of Common Stock held by the Selling
Stockholder pursuant to this Prospectus, the Selling Stockholder's and
Allstate Insurance Company's remaining ownership of Common Stock would be
eliminated. See "Relationship Between the Company and the Selling
Stockholder," below.
4
<PAGE>
The Shares being offered hereby were retained by Allstate Insurance Company
at the time of the IPO in April 1995. In connection with the IPO, TPG, PMI,
the Selling Stockholder and Allstate Insurance Company entered into a
Separation Agreement, dated April 18, 1995 (the "Separation Agreement"),
pursuant to which TPG granted the Selling Stockholder certain rights to
require TPG to register for sale under the Securities Act shares of Common
Stock held by the Selling Stockholder or its affiliates ("demand
registration"). Pursuant to the Separation Agreement, the Selling Stockholder
may require an unlimited number of such demand registrations on Form S-3, with
no more than two in a calendar year. Additionally, TPG has granted to the
Selling Stockholder the right to participate in any TPG-initiated registration
of Common Stock (a "piggy-back registration"). TPG received a request for such
a demand registration from the Selling Stockholder and, pursuant to the
requirements of the Separation Agreement, has caused the Shares to be
registered under the Securities Act. In addition, pursuant to the Separation
Agreement, TPG is required to use its best efforts to keep such registration
continuously effective for a period of up to one year or until such earlier
date when the distribution described in this Prospectus has been completed.
Pursuant to the Separation Agreement, TPG is required to pay the expenses
incurred in connection with this registration, other than underwriting
discounts and commissions relating to the Shares (which will be paid by the
Selling Stockholder). TPG has also agreed to indemnify the Selling Stockholder
against certain civil liabilities, including certain liabilities under the
Securities Act.
RELATIONSHIP BETWEEN THE COMPANY AND THE SELLING STOCKHOLDER
Set forth below is a description of certain agreements between TPG, PMI, the
Selling Stockholder and its affiliates. Mr. Liddy, Chairman of the Board of
TPG, also is President and Chief Operating Officer of the Selling Stockholder
and Allstate Insurance Company.
In December 1993, PMI entered into an agreement (the "Reinsurance Treaty")
with Forestview Mortgage Insurance Co. ("Forestview"), a wholly-owned
subsidiary of Allstate Insurance Company, whereby Forestview agreed to
reinsure all liabilities (net of amounts collected from third party reinsurers
and indemnitors) in connection with PMI's mortgage pool insurance business in
exchange for premiums received. In 1994, Forestview also agreed that as soon
as practicable after November 1, 1994, Forestview and PMI would seek
regulatory approval for the Reinsurance Treaty to be deemed to be an
assumption agreement and that, upon receipt of the requisite approvals,
Forestview would assume such liabilities. The parties are in the process of
seeking regulatory approval to complete the assumption of the mortgage pool
insurance policies. Until Forestview has assumed directly such mortgage pool
insurance policies, PMI will remain primarily liable on the unassumed
policies. Pursuant to this agreement, during 1997, PMI ceded approximately
$11.7 million of pool premiums to Forestview and Forestview reimbursed PMI for
claims on the covered policies in the amount of approximately $61.4 million.
On October 28, 1994, TPG entered into a Runoff Support Agreement with
Allstate Insurance Company (the "Runoff Support Agreement") to replace various
capital support commitments that Allstate Insurance Company had previously
provided to PMI. Allstate Insurance Company agreed to pay claims on certain
insurance policies issued by PMI prior to October 28, 1994, if PMI's financial
condition deteriorates below specified levels, or if a third party brings a
claim thereunder. Alternatively, Allstate Insurance Company may make
contributions directly to PMI or TPG. In the event that Allstate Insurance
Company makes payments or contributions under the Runoff Support Agreement,
Allstate Insurance Company would receive subordinated debt or preferred stock
of PMI or TPG in return. During 1997, no payment obligation arose under the
Runoff Support Agreement.
In 1995, TPG and Forestview entered into a Services Agreement whereby
Forestview pays fees to TPG based on TPG's costs incurred in providing
operational support to Forestview. Pursuant to such agreement, during 1997
Forestview paid approximately $840,303 to PMI.
In 1997, PMI paid approximately $163,447 to Allstate Insurance Company for
support provided by the Allstate Research and Planning Center in connection
with PMI's automated underwriting risk analysis system and other risk
management related analysis. PMI expects to continue to obtain such services
in the future.
5
<PAGE>
The Separation Agreement also provides, that for so long as the Selling
Stockholder and its affiliates own at least 30% of TPG's Common Stock, the
Selling Stockholder will be allowed to designate for nomination to TPG's Board
of Directors two directors who may be members of the Selling Stockholder's
management. TPG and the Selling Stockholder have agreed to cooperate to cause
their respective nominees to be elected to TPG's Board of Directors.
Concurrently with the IPO, the Selling Stockholder sold 10,500,000
Exchangeable Notes due April 15, 1998 (the "Exchangeable Notes"). At maturity,
on April 15, 1998, the Exchangeable Notes must be mandatorily exchanged with
the holders thereof receiving no less than 8,602,650 shares of Common Stock
and no more than 10,500,000 shares, depending on the market price of the
Common Stock, subject to adjustment and to the Selling Stockholder's option to
pay an amount in cash in lieu of such mandatory exchange. The Selling
Stockholder is required to provide notice by April 6, 1998 to record holders
of the Exchangeable Notes of its irrevocable election to exchange Common Stock
or cash for the 10,500,000 Exchangeable Notes. The Selling Stockholder has
entered into a contract to purchase from Allstate Insurance Company at or
prior to maturity of the Exchangeable Notes a number of shares of Common Stock
equal to the maximum number that could be exchanged under the outstanding
Exchangeable Notes at a purchase price per share equal to the IPO price less
the underwriting discount plus a factor reflecting carrying costs from the
date of the IPO until the consummation of the purchase. The indenture pursuant
to which the Exchangeable Notes were issued contains a covenant that the
Selling Stockholder directly, or indirectly through a wholly-owned subsidiary,
will, at all times prior to maturity of the Exchangeable Notes, own a number
of shares of Common Stock that is at least equal to the maximum number that
could be exchanged at maturity of the outstanding Exchangeable Notes. The
Selling Stockholder may, but is not obligated to, exchange Common Stock with
holders of the Exchangeable Notes upon their mandatory exchange on April 15,
1998. If the average closing sale price of the Common Stock on the New York
Stock Exchange for the 20 trading days preceding April 15, 1998, equals or
exceeds $41.50 per share then 8,602,650 shares of Common Stock would be due to
the holders of Exchangeable Notes on April 15, 1998. Upon maturity of the
Exchangeable Notes, such shares of Common Stock will be available for sale by
holders of Exchangeable Notes who receive such shares or, in the event the
Selling Stockholder exercises its option to deliver cash in lieu of such
shares, by the Selling Stockholder. Assuming the Selling Stockholder exchanges
Common Stock for the Exchangeable Notes at maturity and assuming the sale of
any remaining shares of Common Stock held by the Selling Stockholder pursuant
to this Prospectus, the Selling Stockholder's and Allstate Insurance Company's
remaining ownership of Common Stock would be eliminated.
PLAN OF DISTRIBUTION
The Selling Stockholder has informed TPG that it intends to dispose of the
Shares offered hereby from time to time in one or more of the following
transactions: (a) to underwriters who will acquire the Shares for their own
account and resell them in one or more transactions, including negotiated
transactions, at a fixed public offering price or at varying prices determined
at the time of sale (any public offering price and any discount or concessions
allowed or reallowed or paid to dealers may be changed from time to time); (b)
through brokers, acting as principal or agent, in transactions (which may
involve crosses and block transactions) in the over-the-counter market, in
special offerings, or otherwise, at market prices prevailing at the time of
sale, at prices related to such prevailing market prices, at negotiated prices
or at fixed prices; (c) directly or through brokers or agents in private sales
at negotiated prices; or (d) by any other legally available means.
Broker-dealers participating in any such transactions as agent may receive
commissions from the Selling Stockholder (and, if they act as agent for the
purchaser of such shares, from such purchaser) and may effect resales through
other broker-dealers, in which case discounts or commissions may be allowed or
reallowed. Participating broker-dealers may agree with the Selling Stockholder
to sell a specified number of Shares at a
6
<PAGE>
stipulated price per Share and, to the extent such broker-dealer is unable to
do so as agent for the Selling Stockholder, to purchase as principal any
unsold Shares at the price required to fulfill the broker-dealer's commitment
to the Selling Stockholder.
The Selling Stockholder and any broker-dealers, agents or underwriters that
participate in the distribution of the Shares may be deemed to be
"underwriters" within the meaning of the Securities Act, and any commissions
or purchase discounts received by them may be deemed to be underwriting
commissions or discounts under the Securities Act.
Under the securities laws of certain jurisdictions, the Shares may not be
offered or sold in such jurisdictions except through persons who are
registered or licensed brokers or dealers in such jurisdictions.
Pursuant to the Separation Agreement, TPG has agreed to pay the expenses
incident to the registration of the Shares offered by the Selling Stockholder
hereby, except that the Selling Stockholder will pay all underwriting
discounts and selling commissions, if any. TPG has agreed to indemnify the
Selling Stockholder against certain liabilities, including liabilities under
the Securities Act.
VALIDITY OF THE COMMON STOCK
The validity of the Common Stock will be passed upon for TPG by Victor J.
Bacigalupi, Senior Vice President, General Counsel and Secretary of The PMI
Group, Inc.
EXPERTS
The consolidated financial statements and related financial statement
schedules incorporated in this Prospectus by reference from TPG's Annual
Report on Form 10-K for the year ended December 31, 1996 have been audited by
Deloitte & Touche LLP, independent auditors, as stated in their reports, which
are incorporated herein by reference, and have been so incorporated in
reliance upon the reports of such firm given upon their authority as experts
in accounting and auditing.
7
<PAGE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN
OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING
BEEN AUTHORIZED. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THE SECURITIES TO
WHICH IT RELATES OR AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY
SUCH SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION IS
UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER
SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO
CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT THE
INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information...................................................... 2
Incorporation of Certain Documents by Reference............................ 3
The Company................................................................ 3
Recent Developments........................................................ 4
Use of Proceeds............................................................ 4
Selling Stockholder........................................................ 4
Plan of Distribution....................................................... 6
Validity of the Common Stock............................................... 7
Experts.................................................................... 7
</TABLE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
1,897,350 SHARES
THE PMI GROUP, INC.
COMMON STOCK
(PAR VALUE $0.01 PER SHARE)
------------
LOGO
------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The estimated expenses, other than underwriting discounts and commissions,
in connection with this offering are estimated as follows:
<TABLE>
<S> <C>
SEC Registration Fee............................................. $41,733
Legal Fees and Expenses.......................................... $25,000
Accounting Fees and Expenses..................................... 7,500
Miscellaneous Expenses........................................... 5,767
-------
Total.......................................................... $80,000
=======
</TABLE>
Pursuant to the Separation Agreement, which is incorporated by reference
herein as Exhibit 99.1, the Registrant will bear all expenses shown above.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law, inter alia, empowers a
Delaware corporation to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding (other than an action by or in the right of the
corporation) by reason of the fact that such person is or was a director,
officer, employee or agent of the corporation or is or was serving at the
request of the corporation as a director, officer, employee or agent of
another corporation or other enterprise, against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him or her in connection with such action, suit or
proceeding if he or she acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful. Similar indemnity
is authorized for such person against expenses (including attorneys' fees)
actually and reasonably incurred in connection with the defense or settlement
of any such threatened, pending or completed action or suit if such person
acted in good faith and in a manner he or she reasonably believed to be in or
not opposed to the best interests of the corporation, and provided further
that (unless a court of competent jurisdiction otherwise provides) such person
shall not have been adjudged liable to the corporation. Any such
indemnification may be made only as authorized in each specific case upon a
determination by the stockholders or disinterested directors or, if there are
no disinterested directors, or if such disinterested directors so direct, by
independent legal counsel in a written opinion that indemnification is proper
because the indemnitee has met the applicable standard of conduct.
Section 145 further authorizes a corporation to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee
or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation
or enterprise, against any liability asserted against him and incurred by him
in any such capacity, or arising out of his status as such, whether or not the
corporation would otherwise have the power to indemnify him under Section 145.
TPG maintains policies insuring its and its subsidiaries' officers and
directors against certain liabilities for actions taken in such capacities,
including liabilities under the Securities Act of 1933.
Article V of the By-laws of TPG provides for indemnification of the
directors and officers of TPG to the fullest extent permitted by law, as now
in effect or later amended. In addition, the By-laws provide for
indemnification against expenses incurred by a director or officer to be paid
by TPG in advance of final disposition of such action, suit or proceeding;
provided, however, that if required by the Delaware General Corporation Law,
an advancement of expenses will be made only upon receipt of an undertaking by
or on behalf of the director or officer to repay such amount if it shall be
ultimately determined that he is not entitled to be
II-1
<PAGE>
indemnified by TPG. The By-laws further provide for a contractual cause of
action on the part of directors and officers of TPG with respect to
indemnification claims which have not been paid by TPG.
TPG also has provided liability insurance for each director and officer for
certain losses arising from claims or charges made against them while acting
in their capacities as directors or officers of TPG.
TPG has entered into indemnification agreements with its directors and
executive officers that require TPG to indemnify such persons against all
expenses (including attorneys' fees and amounts paid in settlement),
judgments, fines and penalties which are actually incurred in connection with
any threatened, pending or completed action, suit or other proceeding
(including an action by or in the right of TPG) to which such person is, was
or is threatened to be made a party, by reason of the fact that such person is
or was a director or officer of TPG, or is or was serving at the request of
TPG as a director, officer, employee or other agent of another corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise,
to the fullest extent permitted by applicable law and TPG's Restated
Certificate of Incorporation and By-laws. The indemnification agreements also
set forth certain procedures that will apply in the event of a claim for
indemnification thereunder.
Article Nine of TPG's Restated Certificate of Incorporation limits to the
fullest extent permitted by the Delaware General Corporation Law, as the same
exists or may have been amended, the personal liability of TPG's directors to
TPG or its stockholders for monetary damages for a breach of their fiduciary
duty as directors. Section 102(b)(7) of the Delaware General Corporation Law
currently provides that such provisions do not eliminate or limit the
liability of a director (i) for a breach of the director's duty of loyalty to
TPG or its stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the Delaware General Corporation Law (relating to the
declaration of dividends and purchase or redemption of shares in violation of
the Delaware General Corporation Law), or (iv) for any transaction from which
the director derived an improper personal benefit.
The Separation Agreement, which is incorporated by reference as Exhibit 99.1
hereto, provides that the Selling Stockholder is obligated, under certain
circumstances, to indemnify TPG and directors, officers and controlling
persons of TPG against certain liabilities, including liabilities under the
Securities Act of 1933.
ITEM 16. EXHIBITS
<TABLE>
<C> <S>
4.1 Restated Certificate of Incorporation of The PMI Group, Inc.
(incorporated by reference to Exhibit 3.1 to the Registrant's
Registration Statement on Form S-1, Reg. No. 33-88542).
4.2 By-Laws of The PMI Group, Inc. (incorporated by reference to the
Registrant's current report on Form 8-K filed November 29, 1995,
Commission File No. 1-13664).
5.1 Opinion of Victor J. Bacigalupi, Senior Vice President, General Counsel
and Secretary as to the validity of the Shares.
11.1 Computation of Restated Net Income Per Share.
23.1 Consent of Deloitte & Touche LLP, Independent Auditors.
24.1 Powers of Attorney (set forth on the signature pages of this Registration
Statement).
99.1 Form of Separation Agreement, dated as of April 18, 1995, among the
Registrant, PMI Mortgage Insurance Co., the Selling Stockholder and
Allstate Insurance Company (incorporated herein by reference to Exhibit
10.13 to the Registrant's Registration Statement on Form S-1, Reg. No.
33-88542).
</TABLE>
ITEM 17. 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:
II-2
<PAGE>
(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;
(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 with or furnished to the
Securities Exchange Commission 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) 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 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to 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.
(c) 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.
II-3
<PAGE>
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-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of San Francisco, State of California on the 13th day
of March 1998.
THE PMI GROUP, INC.
By:/s/ W. Roger Haughton
----------------------------------
W. Roger Haughton
President and Chief Executive
Officer
POWER OF ATTORNEY
Each of the undersigned hereby constitutes and appoints Victor J.
Bacigalupi, John M. Lorenzen, Jr., and William A. Seymore and each of them
with power to act alone, his or her true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him or her and
in his or her name, place and stead, in any and all capacities, to sign a
Registration Statement on Form S-3 relating to 1,897,350 shares of Common
Stock offered pursuant to this Registration Statement, and any and all
amendments of such Registration Statement, including post-effective
amendments, and to file the same, together with exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange
Commission, granting unto such attorney-in-fact 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 hereof, as fully to all intents and purposes as he or
she might do or could do in person, thereby ratifying and confirming all that
said attorney-in-fact or his or her substitutes may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
SIGNATURE TITLE DATE
PRINCIPAL EXECUTIVE OFFICER:
/s/ W. Roger Haughton President, Chief Executive March 13, 1998
- ----------------------------- Officer
W. Roger Haughton and Director
PRINCIPAL FINANCIAL OFFICER:
/s/ John M. Lorenzen, Executive Vice President, March 13, 1998
Jr. Chief
- ----------------------------- Financial Officer and
John M. Lorenzen, Jr. Assistant Secretary
PRINCIPAL ACCOUNTING OFFICER:
/s/ William A. Seymore Vice President and March 13, 1998
- ----------------------------- Controller
William A. Seymore
II-4
<PAGE>
SIGNATURE TITLE DATE
DIRECTORS:
/s/ W. Roger Haughton Director March 13, 1998
- -----------------------------
W. Roger Haughton
/s/ James C. Castle Director March 13, 1998
- -----------------------------
James C. Castle
/s/ Donald C. Clark Director March 13, 1998
- -----------------------------
Donald C. Clark
/s/ Wayne E. Hedien Director March 13, 1998
- -----------------------------
Wayne E. Hedien
/s/ Edward M. Liddy Director March 13, 1998
- -----------------------------
Edward M. Liddy
/s/ John D. Roach Director March 13, 1998
- -----------------------------
John D. Roach
/s/ Kenneth T. Rosen Director March 13, 1998
- -----------------------------
Kenneth T. Rosen
/s/ Richard L. Thomas Director March 13, 1998
- -----------------------------
Richard L. Thomas
/s/ Mary Lee Widener Director March 13, 1998
- -----------------------------
Mary Lee Widener
II-5
<PAGE>
EXHIBIT INDEX
<TABLE>
<C> <S>
4.1 Restated Certificate of Incorporation of The PMI Group, Inc.
(incorporated by reference to Exhibit 3.1 to the Registrant's
Registration Statement on Form S-1, Reg. No. 33-88542).
4.2 By-Laws of The PMI Group, Inc. (incorporated by reference to the
Registrant's current report on Form
8-K filed November 29, 1995, Commission File No. 1-13664).
5.1 Opinion of Victor J. Bacigalupi, Senior Vice President, General Counsel
and Secretary as to the validity of the Shares.
11.1 Computation of Restated Net Income Per Share.
23.1 Consent of Deloitte & Touche LLP, Independent Auditors.
24.1 Powers of Attorney (set forth on the signature pages of this Registration
Statement).
99.1 Form of Separation Agreement, dated as of April 18, 1995, among the
Registrant, PMI Mortgage Insurance Co., the Selling Stockholder and
Allstate Insurance Company (incorporated herein by reference to Exhibit
10.13 to the Registrant's Registration Statement on Form S-1, Reg. No.
33-88542).
</TABLE>
II-6
<PAGE>
EXHIBIT 5.1
[TPG LETTERHEAD]
March 13, 1998
To: The PMI Group, Inc.
601 Montgomery Street
San Francisco, CA 94111
Re: The PMI Group, Inc.
Registration Statement on Form S-3
Ladies and Gentlemen:
At your request, I am rendering this opinion in connection with a proposed
sale by a stockholder of The PMI Group, Inc., a Delaware corporation (the
"Company") of up to 1,897,350 shares (the "Shares") of common stock, $0.01 par
value (the "Common Stock"), pursuant to a Registration Statement on Form S-3
(the "Registration Statement").
I have examined instruments, documents, and records that I deemed relevant
and necessary for the basis of this opinion hereinafter expressed. In such
examination, I have assumed the following: (a) the authenticity of original
documents and the genuineness of all signatures; (b) the conformity to the
originals of all documents submitted to me as copies; and (c) the truth,
accuracy and completeness of the information, representations, and warranties
contained in the records, documents, instruments, and certifications I have
reviewed.
Based on such examination, I am of the opinion that the currently issued and
outstanding Shares covered by the Registration Statement are legally issued,
fully paid and nonassessable.
I hereby consent to the filing of this opinion as an exhibit to the above-
referenced Registration Statement and to the use of my name wherever it
appears in said Registration Statement, including the Prospectus constituting
a part thereof, as originally filed or as subsequently amended or
supplemented. In giving such consent, I do not consider that I am an "expert"
within the meaning of such term used in the Securities Act of 1933, as
amended, or the rules and regulations of the Securities and Exchange
Commission issued thereunder, with respect to any part of the Registration
Statement, including this opinion as an exhibit or otherwise.
/s/ Victor J. Bacigalupi
_____________________________________
Victor J. Bacigalupi
Senior Vice President, General
Counsel and Secretary
<PAGE>
EXHIBIT 11.1
THE PMI GROUP, INC. AND SUBSIDIARIES
COMPUTATION OF RESTATED NET INCOME PER SHARE (/1/)
YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
<TABLE>
<CAPTION>
1996 1995 1994
------------- ------------- -------------
(IN THOUSANDS, EXCEPT FOR PER SHARE DATA)
<S> <C> <C> <C>
BASIC NET INCOME PER COMMON SHARE:
Net income....................... $ 157,918 $ 135,231 $ 106,132
Average common shares outstand-
ing............................. 34,952 35,003 35,000
------------- ------------- -------------
Basic net income per common
share......................... $ 4.52 $ 3.86 $ 3.03
============= ============= =============
DILUTED NET INCOME PER COMMON
SHARE:
Net income....................... $ 157,918 $ 135,231 $ 106,132
Average common shares outstand-
ing............................. 34,952 35,003 35,000
Net shares to be issued upon ex-
ercise of dilutive
stock options after applying
treasury stock method........... 88 119 --
Average shares outstanding....... 35,040 35,122 35,000
------------- ------------- -------------
Diluted net income per common
share......................... $ 4.51 $ 3.85 $ 3.03
============= ============= =============
</TABLE>
- ---------------------
(1) Restated to conform with Statement of Financial Accounting Standards No.
128, Earnings Per Share.
<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of The PMI Group, Inc. on Form S-3 of our report dated January 22, 1997
(February 4, 1997 as to Note 16), incorporated by reference in the Annual
Report on Form 10-K of the PMI Group, Inc. for the year ended December 31,
1996 and our report dated January 22, 1997 relating to the financial statement
schedules appearing in such Form 10-K.
We also consent to the reference to us under the heading "Experts" in the
Prospectus, which is part of this Registration Statement.
/s/ Deloitte & Touche LLP
San Francisco, California
March 13, 1998
