SC 14D9/A

SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

SCHEDULE 14D-9

SOLICITATION/RECOMMENDATION STATEMENT UNDER
SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

MICRO GENERAL CORPORATION
(Name of Subject Company)

MICRO GENERAL CORPORATION
(Name of Person(s) Filing Statement)

Common Stock, par value $0.05 per share
(Title of Class of Securities)

Common Stock: 594838302
(CUSIP Number of Class of Securities)

John R. Snedegar
President and Chief Executive Officer
Micro General Corporation
2510 N. Red Hill Avenue, Suite 230
Santa Ana, California 92705
(949) 622-4444
(Name, Address and Telephone Number of Person Authorized to Receive Notice and
Communications on Behalf of the Person(s) Filing Statement)

With Copies to:
Joseph E. Root, Esq.
Micro General Corporation
2510 N. Red Hill Avenue, Suite 230
Santa Ana, California 92705
(949) 622-4444

Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. o

TABLE OF CONTENTS

	Item 9. Exhibits.
SIGNATURE
EXHIBIT INDEX
EXHIBIT (a)(10)

     This Amendment No. 1 to Schedule 14D-9 amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 of Micro General Corporation, a Delaware corporation, filed with the Securities and Exchange Commission on June 12, 2002 (the “Schedule 14D-9”), with respect to the exchange offer made by Fidelity National Information Solutions, Inc., a Delaware corporation (“FNIS”), pursuant to which each outstanding share of Common Stock (the “Shares”) may be exchanged for 0.696 of a share of FNIS common stock upon the terms and subject to the conditions set forth in an offer to exchange prospectus contained in a Registration Statement on Form S-4 that FNIS filed with the Securities and Exchange Commission on May 30, 2002 (as amended from time to time, the “Registration Statement”), and in the related letter of transmittal and other transmittal documents filed as exhibits to the Registration Statement and mailed to the holders of the Shares. Capitalized terms used but not defined herein have the meaning ascribed to them in the Schedule 14D-9. Except as otherwise indicated, the information set forth in the original Schedule 14D-9 remains unchanged.

Item 9. Exhibits.

     Item 9 of the Schedule 14D-9 is hereby amended and supplemented by adding the following exhibit:

“Exhibit (a) (10) Press release issued by Micro General Corporation on June 13, 2002”

SIGNATURE

     After due 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.

MICRO GENERAL CORPORATION
By:	/s/   John R. Snedegar
	John R. Snedegar President and Chief Executive Officer

Dated: June 12, 2002

EXHIBIT INDEX

Exhibit
Number	Description
Exhibit (a) (10)	Press release issued by Micro General Corporation on June 13, 2002

EX-99.(A)(10) 3 a82291a1exv99wxayx10y.htm EXHIBIT (A)(10)

Exhibit (a)(10)

PRESS RELEASE
FOR IMMEDIATE RELEASE

Contact:
Dale W. Christensen
Micro General Corporation
(949) 622-4986
dchristensen@microgeneral.com

MICRO GENERAL CORPORATION ANNOUNCES ITS RECOMMENDATION OF TENDER OFFER FROM
FIDELITY NATIONAL INFORMATION SOLUTIONS

     SANTA ANA, Calif., June 13, 2002 — Micro General Corporation (NASDAQ: MGEN), the leading provider of production and workflow software systems to the title and real estate industries, today announced its formal recommendation to its stockholders of the tender offer made to MGEN’s stockholders by Fidelity National Information Solutions, Inc. (NASDAQ: FNIS) by filing a Solicitation/Recommendation Statement on Schedule 14D-9 with the Securities and Exchange Commission on June 12, 2002.

     The complete terms and conditions of the offer are set forth in the Offer to Exchange, dated May 30, 2002, a copy of which may be obtained by contacting the information agent, Morrow & Co., Inc., at 800-607-0088. Pursuant to FNIS’s Offer to Exchange, each share of MGEN common stock will be exchanged for 0.696 shares of FNIS common stock. The tender offer is scheduled to expire at 5:00 p.m., New York City time, on Friday, June 28, 2002, unless extended, and expected to be followed by a merger in which MGEN will become a wholly owned subsidiary of FNIS.

     The MGEN Board of Directors, upon the recommendation of a special committee consisting of two outside directors established to evaluate any proposal made by FNIS, determined that the offer was fair to MGEN’s public stockholders and recommends that the MGEN stockholders accept FNIS’s offer and tender their shares of MGEN common stock in exchange for FNIS common stock.

About Micro General Corporation:

     Micro General Corporation (NASDAQ: MGEN) is a leading provider of production and workflow software systems to the real estate title and escrow industries. MGEN’s additional competencies include managed application services, application development and integration, network, data and infrastructure management and IT outsourcing. MGEN and its operating subsidiaries employ more than 700 individuals nationwide, primarily in technical positions. To learn more about MGEN, please visit www.microgeneral.com.

Where to find more information:

     On May 30, 2002, FNIS filed a Registration Statement on Form S-4 and a Schedule TO with the Securities and Exchange Commission. A Prospectus, which is part of the Registration Statement on Form S-4 and related exchange offer materials, including a letter of transmittal, have been mailed to stockholders of MGEN. The Solicitation/Recommendation Statement on Schedule 14D-9 is currently being mailed to stockholders. These documents contain important information about the transaction and should be read

before any decision is made with respect to the exchange offer. Investors and stockholders are able to obtain free copies of these documents through the website maintained by the Securities and Exchange Commission at www.sec.gov. Free copies of these documents may be also be obtained by contacting the information agent, Morrow & Co., Inc., at 800-607-0088.

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 MGEN to be different from those expressed or implied above. MGEN 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 MGEN’s Form 10-K and other reports and filings with the Securities and Exchange Commission.

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EX-99.(A)(10)

Micro General Corporation