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
JANUARY 13, 1998
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)
THE PMI GROUP, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 1-13664 94-3199675
(STATE OR OTHER (COMMISSION (IRS EMPLOYER
JURISDICTION OF FILE NUMBER) IDENTIFICATION NO.)
INCORPORATION)
601 MONTGOMERY STREET, SAN FRANCISCO, CALIFORNIA 94111
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(415) 788-7878
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)<PAGE>
ITEM 5. OTHER EVENTS
On January 13, 1998, the PMI Group, Inc. ("PMI")
announced that it had adopted a Shareholder Rights Plan.
A copy of PMI's press release dated January 13, 1998
announcing adoption of the Shareholder Rights Plan is
filed as Exhibit 99-1 hereto and is incorporated herein
by reference.
ITEM. 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL
INFORMATION AND EXHIBITS
(c) Exhibits.
The following exhibits are filed with this report:
Exhibit No. Description
99.1 Press Release dated January 13, 1998. <PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Ex-
change Act of 1934, the Registrant has duly caused this re-
port to be signed on its behalf by the undersigned hereto
duly authorized.
THE PMI GROUP, INC.
By /s/ Victor J. Bacigalupi
Senior Vice President,
General Counsel and
Secretary
Dated: January 15, 1998<PAGE>
EXHIBIT INDEX
Exhibit No. Description
99.1 Press Release dated January 13, 1998.
pmi NEWS RELEASE
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THE PMI GROUP, INC. INVESTOR CONTACT: Mark C. Berkowitz
601 Montgomery Street (415) 291-6238
San Francisco, CA 94111 John Lorenzen
(415) 291-6222
FOR IMMEDIATE RELEASE:
THE PMI GROUP, INC.
ADOPTS SHAREHOLDER RIGHTS PLAN
SAN FRANCISCO, JANUARY 13, 1998 - The PMI Group, Inc.
(NYSE:PMA), the Company, today announced that its Board of Direc-
tors approved the adoption of a Shareholder Rights Plan. The Plan
is designed to protect shareholders' interests in the event of an
unfair and coercive takeover attempt. The Plan was not adopted
in response to any effort to acquire control of the Company, nor
is the Board of Directors aware of any such effort. The Board of
Directors remains committed to enhancing and protecting the long-
term value of the shareholders' investment in the Company.
Under the Plan, all shareholders of record as of January 26,
1998 will receive rights to purchase shares of a new series of
Preferred Stock on the basis of one right for each share of Com-
mon Stock held on that date. However, rights issued under the
Plan will not be exercisable initially. They will trade with the
Company's Common Stock and no certificates will be issued until
certain triggering events occur. The creation of the right is
not a taxable event for the Company's shareholders.<PAGE>
The Plan has a 10-year term from the Record Date, but the
Board of Directors will review the merits of redeeming or con-
tinuing the Plan not less than once every three years. Rights
issued under the Plan will be exercisable only if a person or
group acquires 10 percent or more of the Company's Common Stock
or announces a tender offer for 10 percent or more of the Common
Stock. If a person or group acquires 10 percent or more of the
Company's Common Stock, all rightholders except the buyer will be
entitled to acquire the Company's Common Stock at a discount and/
or under certain circumstances to purchase shares of the acquir-
ing company at a discount. The Plan contains an exception that
would allow passive institutional investors to acquire up to a 15
percent ownership interest before the rights would become exer-
cisable. The Plan also excludes The Allstate Corporation (All-
state), which presently owns approximately 30% of the Company's
outstanding shares, from the definition of an Acquiring Person,
pending such time as Allstate distributes or otherwise transfers
such ownership interest. Allstate's shares are held subject to
the terms of the Allstate Exchangeable Notes which mature on
April 15, 1998.
The PMI Group, Inc. is headquartered in San Francisco and
through its subsidiary, PMI Mortgage Insurance Co., is the third
largest private mortgage insurer in the United States based on
1996 year-end insurance in force of $77.3 billion. In addition
to private mortgage insurance, The PMI Group, Inc., through its<PAGE>
subsidiaries, is a leader in risk management technology, provid-
ing various products and services for the home mortgage finance
industry, as well as title insurance. This release can be ac-
cessed through the World Wide Web at http:\\www.pmigroup.comor, a
fax of this release can be obtained by dialing 800-758-5804, en-
tering The PMI Group, Inc. company code no. 706963 when prompted,
and following the automated prompts.
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