SC TO-T/A

As filed with the Securities and Exchange Commission on June 20, 2002

Registration No. 333-89418

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

SCHEDULE TO/A
(Rule 14d-100)
Tender Offer Statement Pursuant to Section 14(d)(1) or 13 (e)(1) of the
Securities Exchange Act of 1934

(Amendment No. 2)

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

Calculation of Filing Fee

Transaction valuation*	Amount of filing fee**
$342,261,077.08	$31,488.02

*	Estimated solely for the purpose of calculating the filing fee, based on the product of (i) $19.16, the average of the high and low prices of Micro General Corporation common stock as reported on The Nasdaq National Market on May 23, 2002 and (ii) the maximum number of shares of common stock of Micro General Corporation that may be acquired in the exchange offer and merger (based on the diluted weighted average shares outstanding at March 31, 2002, as reported by Micro General Corporation on its Quarterly Report on Form 10-Q for the period ended March 31, 2002) to which this Tender Offer Statement relates.
**	0.0092% of the Transaction Value.
[X]	Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: $31,488.02
Form or Registration No.: Form S-4 Filing Party: Fidelity National Information Solutions, Inc.
Date Filed: May 30, 2002

[   ]	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

	Items 1 through 11.
	Item 12.Exhibits.
SIGNATURE
EX-99.(A)(16)

     This Amendment No. 2 (“Amendment No. 2”) amends and supplements the Tender Offer Statement on Schedule TO as initially filed on May 30, 2002 (as previously amended and as amended hereby, the “Schedule TO”) by Fidelity National Information Solutions, Inc., a Delaware corporation (“FNIS”). This Schedule TO relates to the offer by FNIS to exchange shares of common stock, par value $0.001 per share, of FNIS for each outstanding share of common stock, par value $0.05 per share (the “Shares”), of Micro General Corporation, a Delaware corporation (“MGEN”), upon the terms and subject to the conditions set forth in the Prospectus, dated June 20, 2002 (the “Prospectus”), and in the related Letter of Transmittal, copies of which have been filed as Exhibits (a)(1) and (a)(2), respectively, to the Schedule TO (which, together with any amendments or supplements thereto, collectively constitute the “Offer”).

Items 1 through 11.

     The information set forth in the Prospectus dated June 20, 2002 and the related Letter of Transmittal is incorporated herein by reference with respect to Items 1 through 11 of this Schedule TO and supercedes the information previously incorporated by reference with respect to those items.

Item 12.   Exhibits.

	The references to Exhibit (a)(1) and Exhibit (a)(2) to the Schedule TO are amended and restated as set forth below:
(a)(1)	Prospectus dated June 20, 2002 (incorporated by reference to Amendment No. 1 to FNIS’s Registration Statement on Form S-4 filed on June 20, 2002 (“Amendment No. 1 to Form S-4”) (Reg. No. 333-89418)).
(a)(2)	Form of Letter of Transmittal (including Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9) (incorporated by reference to Exhibit 99.1 to Amendment No. 1 to Form S-4).
	Item 12 is hereby amended and supplemented by adding the following exhibit:
(a)(16)	Press Release of Fidelity National Information Solutions, Inc. issued on June 20, 2002, announcing extension of tender offer period for Micro General Corporation.

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.

FIDELITY NATIONAL INFORMATION SOLUTIONS, INC.
By: /s/ Brian Layfield
	Name:  Brian Layfield Title:    Vice President, Corporate Controller

Dated: June  20, 2002

EXHIBIT INDEX
Exhibit	Description
(a)(1)	Prospectus dated June 20, 2002 (incorporated by reference to Amendment No. 1 to FNIS’s Registration Statement on Form S-4 filed on June 20, 2002 (“Amendment No. 1 to Form S-4”) (Reg. No. 333-89418)).
(a)(2)	Form of Letter of Transmittal (including Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9) (incorporated by reference to Exhibit 99.1 to Amendment No. 1 to Form S-4).
(a)(16)	Press Release of Fidelity National Information Solutions, Inc. issued on June 20, 2002, announcing extension of tender offer period for Micro General Corporation.

EX-99.(A)(16) 3 a81617a2exv99wxayx16y.txt EX-99.(A)(16) Exhibit (a)(16) PRESS RELEASE SOURCE: Fidelity National Information Solutions FIDELITY NATIONAL INFORMATION SOLUTIONS ANNOUNCES EXTENSION OF TENDER OFFER PERIOD FOR MGEN. Santa Barbara, Calif., June 20. 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 extension of the period of its tender offer for all of the outstanding shares of Micro General Corporation (Nasdaq: MGEN) until July 9, 2002. The tender offer was previously scheduled to expire on June 28, 2002. One of the conditions to the closing of the tender offer is the FNIS stockholder approval of the issuance of FNIS common stock in the tender offer and follow-on merger. That approval was to be obtained at the FNIS annual meeting on June 27, 2002. The FNIS annual meeting has been postponed until July 8, 2002. Fidelity National Financial, Inc. (NYSE: FNF), the majority stockholder of both FNIS and MGEN, has agreed to tender all of its MGEN shares in the tender offer. FNF is also expected to vote in favor of the proposal to issue shares of FNIS common stock in the tender offer and merger, which will result in certain stockholder approval of the stock issuance condition at the July 8, 2002 FNIS annual meeting of the stockholders. 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. In connection with the proposed transaction, FNIS has filed an exchange offer prospectus and a preliminary 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 preliminary 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. The information contained in this press release is not an offer to sell or a solicitation to buy MGEN securities by FNIS, MGEN or any affiliate of either company. 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. -----END PRIVACY-ENHANCED MESSAGE-----

EX-99.(A)(16)

                                                                 Exhibit (a)(16)


PRESS RELEASE

SOURCE: Fidelity National Information Solutions

FIDELITY NATIONAL INFORMATION SOLUTIONS ANNOUNCES EXTENSION OF TENDER OFFER
PERIOD FOR MGEN.


Santa Barbara, Calif., June 20. 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 extension of the
period of its tender offer for all of the outstanding shares of Micro General
Corporation (Nasdaq: MGEN) until July 9, 2002. The tender offer was previously
scheduled to expire on June 28, 2002.



One of the conditions to the closing of the tender offer is the FNIS stockholder
approval of the issuance of FNIS common stock in the tender offer and follow-on
merger. That approval was to be obtained at the FNIS annual meeting on June 27,
2002. The FNIS annual meeting has been postponed until July 8, 2002.



Fidelity National Financial, Inc. (NYSE: FNF), the majority stockholder of both
FNIS and MGEN, has agreed to tender all of its MGEN shares in the tender offer.
FNF is also expected to vote in favor of the proposal to issue shares of FNIS
common stock in the tender offer and merger, which will result in certain
stockholder approval of the stock issuance condition at the July 8, 2002 FNIS
annual meeting of the stockholders.


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.

In connection with the proposed transaction, FNIS has filed an exchange offer
prospectus and a preliminary 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 preliminary 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. The information contained in this press
release is not an offer to sell or a solicitation to buy MGEN securities by
FNIS, MGEN or any affiliate of either company.

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.