SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
___________________
SCHEDULE
13G
(Rule
13d-102)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO
RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT
TO RULE 13d-2
(Amendment
No. 1)
MGIC
INVESTMENT CORPORATION
(Name
of
Issuer)
Common
Stock
(Title
of
Class of Securities)
552848-10-3
(CUSIP
Number)
January
23, 2008
(Date
of
Event Which Requires Filing of this Statement)
Check
the
appropriate box to designate the rule pursuant to which this Schedule is
filed:
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CUSIP
No. 552848-10-3
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13G
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Page
1 of
5
Pages
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1.
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NAMES
OF REPORTING PERSONS: Old Republic
International Corporation
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES
ONLY): 36-2678171
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2.
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3.
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SEC
USE ONLY
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4.
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CITIZENSHIP
OR PLACE OF
ORGANIZATION: Delaware
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
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5.
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SOLE
VOTING POWER: 0
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6.
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SHARES
VOTING
POWER: 12,227,159
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7.
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SOLE
DISPOSITIVE POWER: 0
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8.
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SHARES
DISPOSITIVE
POWER: 12,227,159
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9.
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AGGREGATE
AMOUNT BENEFICIALY OWNED BY EACH REPORTING PERSON:
12,227,159
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10.
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES:
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11.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9:
14.95%
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12.
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TYPE
OF REPORTING PERSON (See
Instructions): HC
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Item
1(a). Name
of Issuer:
MGIC
Investment Corporation
Item
1(b). Address
of Issuer’s Principal Executive Offices:
250
East Kilbourn, Milwaukee, WI
53202
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1 -
Item
2(a).
Name of Person Filing:
Old
Republic International
Corporation
Item
2(b).
Address of Principal Business Office or, if note,
Residence:
307
North Michigan Avenue, Chicago,
IL 60601
Item
2(c). Citizenship:
Delaware
Item
2(d). Title
of Class of Securities:
Common
Stock
Item
2(e). CUSIP
Number:
552848-10-3
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Item
3.
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If
this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or
(c), check whether the person filing is
a:
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(a)
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o |
Broker
or dealer registered under Section 15 of the Act (15 U.S.C.
78o).
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(b)
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o |
Bank
as defined in Section 3(a)(6) of the Act (15 U.S.C.
78c).
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(c)
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o |
Insurance
company as defined in Section 3(a)(19) of the Act (15 U.S.C.
78c).
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(d)
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o |
Insurance
company registered under Section 8 of the Investment Company Act
of 1940
(15 U.S.C. 80a-8).
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(e)
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o |
An
investment adviser in accordance with §
240.13d-1(b)(1)(ii)(E).
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(f)
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o |
An
employee benefit plan or endowment fund in accordance with
§ 240 13d-1(b)(1)(ii)(F).
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(g)
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x |
A
parent holding company or control person in accordance with
§ 240-13d-1(b)(1)(ii)(G).
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(h)
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o |
A
savings association as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813).
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(i)
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o |
A
church plan that is excluded from the definition of an investment
company
under Section 3(c)(14) of the Investment Company Act (15 U.S.C.
80a-3).
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(j)
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o |
Group,
in accordance with §
240.13d-1(b)(1)(ii)(J).
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Item
4.
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Ownership.
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Provide
the following information
regarding the aggregate number and percentage of the class of securities of
the
issuer identified in Item 1.
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2 -
(a) Amount
beneficially owned:
12,227,159
(b) Percent
of class:
14.95%
(c) Number
of
shares as to which such person has:
(i) Sole
power to vote or direct the vote:
0
(ii) Shares
power to vote or to direct the vote:
12,227,159
(iii) Sole
power to dispose or to direct the disposition of:
0
(iv) Shared
power to dispose or to direct the disposition of:
12,227,159
Item
5. Ownership
of Five Percent or Less of a Class.
Not
applicable.
Item
6. Ownership
of More than Five Percent on Behalf of Another Person.
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Old
Republic International Corporation is the beneficial owner of 12,227,159
shares of the issuer’s common stock on behalf of other persons known to
have one or more of the following:
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·
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the
right to receive dividends from such
securities;
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·
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the
power to direct the receipt of dividends from such
securities;
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·
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the
right to receive the proceeds from the sale of such
securities;
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·
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the
right to direct the receipt of proceeds from the sale of such
securities.
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No such person is known to have an interest in more than 5% of the class of
securities reported herein unless such person is identified below.
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Old
Republic Insurance Company owns 4,811,450 shares or
5.88%.
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3 -
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Item
7.
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Identification
and Classification of the Subsidiary which Acquired the Security
Being
Reported on by the Parent Holding Company or Control
Person.
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This
notice is filed on behalf of Old Republic International Corporation
and
the following of its wholly owned
subsidiaries:
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Old
Republic Insurance Company
|
IC
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Great
West Casualty Company
|
IC
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Old
Republic General Insurance Corporation
|
IC
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Bituminous
Casualty Corporation
|
IC
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Bituminous
Fire
and Marine Insurance Company
|
IC
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Old
Republic National Title Insurance Company
|
IC
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Old
Republic General Title Insurance Company
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IC
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Old
Republic Union Insurance Company
|
IC
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Old
Republic Surety Company
|
IC
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Inter
West Assurance, Ltd.
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IC
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Old
Republic Security Assurance Company
|
IC
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Mississippi
Valley Title Insurance Company
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IC
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Old
Republic Life Insurance Company
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IC
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RMIC
Corporation
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CO
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Old
Republic Asset Management Corporation
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CO
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Item
8.
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Identification
and Classification of Members of the
Group.
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Not
applicable.
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Item
9.
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Notice
of Dissolution of Group.
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Not
applicable.
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Item
10.
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Certifications.
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By
signing below I
certify that, to the best of my knowledge and belief, the securities referred
to
above were acquired and are held in the ordinary course of business and were
not
acquired and are not held for the purpose of or with the effect of changing
or
influencing the control of the issuer of the securities and were not acquired
and are not held in connection with or as a participant in any transaction
having that purpose or effect.
- 4 -
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SIGNATURE
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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.
January 23, 2008
& #160; /s/ Spencer LeRoy, III
Spencer
LeRoy
III
Senior Vice President, Secretary and General Counsel
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