SC TO-C

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE TO

Tender Offer Statement Pursuant to Section 14(d)(1) or 13 (e)(1) of the
Securities Exchange Act of 1934

MICRO GENERAL CORPORATION
(Name of Subject Company)

FIDELITY NATIONAL INFORMATION SOLUTIONS, INC.
(Names of Filing Person — Offeror)

Common Stock, Par Value $0.05 Per Share
(Title of Class of Securities)

594838302

(Cusip Number of Class of Securities)

Patrick F. Stone
Chief Executive Officer
Fidelity National Information Solutions, Inc.
4050 Calle Real
Santa Barbara, California 93110
(805) 696-7000
(Name, address and telephone number of person authorized to receive notice
and communications on behalf of filing person)

With copies to:

C. Craig Carlson, Esq.
Stradling Yocca Carlson & Rauth,
a Professional Corporation
660 Newport Center Drive
Suite 1600
Newport Beach, California 92660
(949) 725-4000

[X]	Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
	Check the appropriate boxes below to designate any transactions to which the statement relates:

[X]	third-party tender offer subject to Rule 14d-1.
[   ]	issuer tender offer subject to Rule 13e-4.
[   ]	going-private transaction subject to Rule 13e-3.
[   ]	amendment to Schedule 13D under Rule 13d-2.
	Check the following box if the filing is a final amendment reporting the results of the tender offer. [   ]

TABLE OF CONTENTS

	Item 12. Exhibits.
EXHIBIT 99.(A)(1)

Item 12.      Exhibits.

(a)(1)   The following press release was issued by Fidelity National Information Solutions, Inc., a Delaware corporation, announcing that it has acquired a majority interest in Hansen Quality Loan Services, Inc.

EX-99.(A)(1) 3 a81614t1ex99-a1.txt EXHIBIT 99.(A)(1) EXHIBIT (a)(1) [FIDELITY LOGO] PRESS RELEASE FIDELITY NATIONAL INFORMATION SOLUTIONS ANNOUNCES ACQUISITION OF HANSEN QUALITY LOAN SERVICES Santa Barbara Calif. -- (May 16, 2002) -- Fidelity National Information Solutions, Inc. (NASDAQ:FNIS), the nation's most comprehensive source for real estate-related data, technology solutions and services, today announced the signing of a Definitive Agreement to acquire a 55 percent interest in Hansen Quality Loan Services, Inc. (Hansen), a nationwide leader in providing collateral risk assessment and valuation services to the mortgage banking and investment banking industries. The transaction is expected to close before the end of May. Hansen generated revenues of $13.2 million in 2001 and $4.7 million in the first quarter of 2002 and pre-tax income of $2.7 million in 2001 and $1.0 million in the first quarter of 2002. Hansen is focused on providing collateral score products and automated valuation models. A collateral score is helpful in measuring the adequacy of collateral securing a loan, similar to a credit rating that helps to measure the creditworthiness of a borrower. Hansen's collateral score products include quality control of closed loan appraisals, loan portfolio assessment for securitization or sale, collateral evaluation at the outset of the underwriting process and risk analysis in the extension of credit. "Hansen's product offerings are a great addition to the data and analytic capabilities of FNIS," said Patrick F. Stone, Chief Executive Officer of FNIS. "Collateral score products are an exciting next generation extension of our suite of automated valuation products and traditional appraisal services and FNIS is positioned to capitalize on the use of analytics in the valuation of real estate. Additionally, the complimentary customer base of the two companies provides the opportunity to expand our existing relationships with loan originators, loan servicing companies and mortgage-backed security investors. We are also excited that Greg Hansen, founder and President of Hansen, will remain as President and continue to manage the operations after the acquisition." Fidelity National Information Solutions, Inc. (NASDAQ:FNIS) provides data, technology solutions and services to lenders, REALTORS(R) and other participants in the real estate industry. The data segment targets the information needs of lenders, originators, REALTORS(R) and residential loan servicers and provides the data solutions that these mortgage professionals require in selling homes and underwriting mortgage loans. The solutions division provides technology products and services for REALTORS(R) and brokers. FNIS is the nation's largest provider of Multiple Listing Services (MLS) systems and also supplies tools that allow REALTORS(R) and brokers to improve efficiency, lower costs, reduce risks and better manage and operate their businesses. The services segment adds value by combining manual intervention, outsourcing or process improvement with one or more of our data and/or solutions components. They can range in scope from improving a single process to providing complete outsourcing capabilities. FNIS is a majority-owned subsidiary of Fidelity National Financial, Inc. (NYSE:FNF), a Fortune 500 and Forbes 500 Company and the nation's largest title insurance and diversified real estate related services company. FNF's title insurance underwriters -- Fidelity National Title, Chicago Title, Ticor Title, Security Union Title and Alamo Title -- together issue approximately 30 percent of all title insurance policies nationally. The company provides title insurance in 49 states, the District of Columbia, Guam, Mexico, Puerto Rico, the U.S. Virgin Islands and Canada. On April 30, 2002, FNIS publicly announced a tender offer to acquire all of the outstanding stock of Micro General Corporation (NASDAQ:MGEN) in exchange for shares of FNIS common stock. In connection with the proposed transaction, FNIS will file an exchange offer prospectus and a proxy statement with the Securities and Exchange Commission. INVESTORS AND STOCKHOLDERS ARE ADVISED TO READ THESE AND ALL RELATED DOCUMENTS BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Investors and stockholders may obtain a free copy of the exchange offer prospectus, the proxy statement and related documents from the Securities and Exchange Commission's web site at www.sec.gov. Free copies of these documents may also be obtained from FNIS by directing a request to Fidelity National Information Solutions, Inc. Investors Relations, 4050 Calle Real, Santa Barbara, California, 93110. This press release contains statements related to future events and expectations and, as such, constitutes forward-looking statements. These forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements of the Company to be different from those expressed or implied above. The Company expressly disclaims any duty to update or revise forward-looking statements. The risks and uncertainties which forward-looking statements are subject to include, but are not limited to, the effect of governmental regulations, the economy, competition and other risks detailed from time to time in the "Management Discussion and Analysis" section of the Company's Form 10-K and other reports and filings with the Securities and Exchange Commission. SOURCE: Fidelity National Information Solutions, Inc. CONTACT: Daniel Kennedy Murphy, Senior Vice President, Finance and Investor Relations, Fidelity National Financial, Inc., 805-696-7218, dkmurphy@fnf.com -----END PRIVACY-ENHANCED MESSAGE-----

EX-99.(A)(1)

                                                                  EXHIBIT (a)(1)

[FIDELITY LOGO]                                                    PRESS RELEASE

                FIDELITY NATIONAL INFORMATION SOLUTIONS ANNOUNCES
                  ACQUISITION OF HANSEN QUALITY LOAN SERVICES

         Santa Barbara Calif. -- (May 16, 2002) -- Fidelity National Information
Solutions, Inc. (NASDAQ:FNIS), the nation's most comprehensive source for real
estate-related data, technology solutions and services, today announced the
signing of a Definitive Agreement to acquire a 55 percent interest in Hansen
Quality Loan Services, Inc. (Hansen), a nationwide leader in providing
collateral risk assessment and valuation services to the mortgage banking and
investment banking industries. The transaction is expected to close before the
end of May. Hansen generated revenues of $13.2 million in 2001 and $4.7 million
in the first quarter of 2002 and pre-tax income of $2.7 million in 2001 and $1.0
million in the first quarter of 2002.

         Hansen is focused on providing collateral score products and automated
valuation models. A collateral score is helpful in measuring the adequacy of
collateral securing a loan, similar to a credit rating that helps to measure the
creditworthiness of a borrower. Hansen's collateral score products include
quality control of closed loan appraisals, loan portfolio assessment for
securitization or sale, collateral evaluation at the outset of the underwriting
process and risk analysis in the extension of credit.

         "Hansen's product offerings are a great addition to the data and
analytic capabilities of FNIS," said Patrick F. Stone, Chief Executive Officer
of FNIS. "Collateral score products are an exciting next generation extension of
our suite of automated valuation products and traditional appraisal services and
FNIS is positioned to capitalize on the use of analytics in the valuation of
real estate. Additionally, the complimentary customer base of the two companies
provides the opportunity to expand our existing relationships with loan
originators, loan servicing companies and mortgage-backed security investors. We
are also excited that Greg Hansen, founder and

President of Hansen, will remain as President and continue to manage the
operations after the acquisition."

         Fidelity National Information Solutions, Inc. (NASDAQ:FNIS) provides
data, technology solutions and services to lenders, REALTORS(R) and other
participants in the real estate industry. The data segment targets the
information needs of lenders, originators, REALTORS(R) and residential loan
servicers and provides the data solutions that these mortgage professionals
require in selling homes and underwriting mortgage loans. The solutions division
provides technology products and services for REALTORS(R) and brokers. FNIS is
the nation's largest provider of Multiple Listing Services (MLS) systems and
also supplies tools that allow REALTORS(R) and brokers to improve efficiency,
lower costs, reduce risks and better manage and operate their businesses. The
services segment adds value by combining manual intervention, outsourcing or
process improvement with one or more of our data and/or solutions components.
They can range in scope from improving a single process to providing complete
outsourcing capabilities.

         FNIS is a majority-owned subsidiary of Fidelity National Financial,
Inc. (NYSE:FNF), a Fortune 500 and Forbes 500 Company and the nation's largest
title insurance and diversified real estate related services company. FNF's
title insurance underwriters -- Fidelity National Title, Chicago Title, Ticor
Title, Security Union Title and Alamo Title -- together issue approximately 30
percent of all title insurance policies nationally. The company provides title
insurance in 49 states, the District of Columbia, Guam, Mexico, Puerto Rico, the
U.S. Virgin Islands and Canada.

         On April 30, 2002, FNIS publicly announced a tender offer to acquire
all of the outstanding stock of Micro General Corporation (NASDAQ:MGEN) in
exchange for shares of FNIS common stock. In connection with the proposed
transaction, FNIS will file an exchange offer prospectus and a proxy statement
with the Securities and Exchange Commission. INVESTORS AND STOCKHOLDERS ARE
ADVISED TO READ THESE AND ALL RELATED DOCUMENTS BECAUSE THEY CONTAIN IMPORTANT
INFORMATION. Investors and stockholders may

obtain a free copy of the exchange offer prospectus, the proxy statement and
related documents from the Securities and Exchange Commission's web site at
www.sec.gov. Free copies of these documents may also be obtained from FNIS by
directing a request to Fidelity National Information Solutions, Inc. Investors
Relations, 4050 Calle Real, Santa Barbara, California, 93110.

       This press release contains statements related to future events and
expectations and, as such, constitutes forward-looking statements. These
forward-looking statements are subject to known and unknown risks, uncertainties
and other factors that may cause actual results, performance or achievements of
the Company to be different from those expressed or implied above. The Company
expressly disclaims any duty to update or revise forward-looking statements. The
risks and uncertainties which forward-looking statements are subject to include,
but are not limited to, the effect of governmental regulations, the economy,
competition and other risks detailed from time to time in the "Management
Discussion and Analysis" section of the Company's Form 10-K and other reports
and filings with the Securities and Exchange Commission.

SOURCE:  Fidelity National Information Solutions, Inc.

CONTACT: Daniel Kennedy Murphy, Senior Vice President, Finance and Investor
Relations, Fidelity National Financial, Inc., 805-696-7218, dkmurphy@fnf.com