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As Of Filer Filing For·On·As Docs:Size Issuer Agent 8/07/03 Pmi Group Inc 10-K/A 12/31/02 2:51K RR Donnelley/FA |
Document/Exhibit Description Pages Size
1: 10-K/A Amendment #1To Form 10-K HTML 32K
2: EX-12.1 Statement Re: Computation of Ratio of Profit to HTML 20K
Fixed Charges
| Amendment #1to Form 10-K |
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K/A
(Amendment No. 1)
| x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| For the fiscal year ended December 31, 2002 |
OR
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission file number 1-13664
THE PMI GROUP, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 3003 Oak Road |
94-3199675 | ||
| (State of Incorporation) | (Address of principal executive offices) | (I.R.S. Employer Identification No.) |
(925) 658-7878
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Name of each exchange on which registered | |
| Common Stock, $0.01 par value |
New York Stock Exchange Pacific Exchange | |
| Preferred Stock Purchase Rights |
New York Stock Exchange Pacific Exchange | |
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x
Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). Yes x No ¨
The market value of the voting stock (common stock) held by non-affiliates of the registrant as of the close of business on June 28, 2002 was $3,430,198,758 based on the closing sale price of the common stock on the New York Stock Exchange consolidated tape on that date.
Number of shares outstanding of registrant’s common stock, as of close of business on February 28, 2003: 88,821,747
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Proxy Statement for registrant’s Annual Meeting of Stockholders to be held on May 22, 2003 are incorporated by reference into Items 10 through 13 of Part III.
Explanatory Note
This Amendment No. 1 to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2002 (the “Form
10-K”) is filed solely to amend Exhibit 12.1, Statement re: Computation of Ratio of Profit to Fixed Charges. The previously filed Exhibit 12.1 contained computational errors relating to the information presented for 1998 through 2002. Accordingly, Exhibit 12.1 is being re-filed to include the corrected calculation.
Part III
Item 14. Controls and Procedures
The Company’s management, under the supervision and with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, performed an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rules 13a-14(c) and 15d-14(c) of the Securities Exchange Act of 1934) within 90 days of the filing date of this report. Based on that evaluation, the Chief Executive Officer and the Chief Financial Officer have concluded that the Company’s disclosure controls and procedures were effective as of the date of such evaluation. The Chief Executive Officer and Chief Financial Officer have stated that there were no significant changes in our internal controls or in other factors that could significantly affect those controls subsequent to the date of their most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Walnut Creek, State of California, on the 7th day of August, 2003.
| THE PMI GROUP, INC. | ||
| By: |
/s/ W. ROGER HAUGHTON | |
| W. Roger Haughton Chairman of the Board and Chief Executive Officer | ||
CERTIFICATION
I, W. Roger Haughton, certify that:
1. I have reviewed this annual report on Form 10-K/A of The PMI Group, Inc.;
2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;
4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
b) evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the “Evaluation Date”); and
c) presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and
6. The registrant’s other certifying officers and I have indicated in this annual report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
Date: August 7, 2003
| /s/ W. ROGER HAUGHTON |
| W. Roger Haughton |
| Chairman and Chief Executive Officer Principal Executive Officer |
CERTIFICATION
I, Donald P. Lofe, Jr., certify that:
1. I have reviewed this annual report on Form 10-K/A of The PMI Group, Inc.;
2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;
4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
b) evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the “Evaluation Date”); and
c) presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and
6. The registrant’s other certifying officers and I have indicated in this annual report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
Date: August 7, 2003
| /s/ DONALD P. LOFE, JR. |
| Donald P. Lofe, Jr. Executive Vice President and Chief Financial Officer |
| Exhibit No. |
Exhibit Description | |
| 12.1 | Statement re: computation of ratio of profit to fixed charges | |
| This ‘10-K/A’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 8/7/03 | S-3 | ||
| 5/22/03 | 4 | |||
| 2/28/03 | ||||
| For Period End: | 12/31/02 | 10-K, 10-K/A, 11-K, 5 | ||
| 6/28/02 | 11-K | |||
| List all Filings | ||||