SC TO-T/A 1 a81617a3sctovtza.htm SC TO-T/A Amendment No. 3 to Schedule TO
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As filed with the Securities and Exchange Commission on June 28, 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. 3)


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

 


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Calculation of Filing Fee

     

Transaction valuation*   Amount of filing fee**

$403,861,166.84   $37,155.23


*   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 expected maximum number of shares of common stock of Micro General Corporation that may be acquired in the exchange offer and merger (based on the 15,810,203 shares of MGEN common stock outstanding on May 6, 2002, as reported by Micro General Corporation on its Quarterly Report on Form 10-Q for the period ended March 31, 2002, plus 4,042,746 shares of MGEN common stock issuable upon the exercise of stock options outstanding on May 6, 2002, 646,250 shares of MGEN common stock issuable upon the exercise of warrants outstanding on May 6, 2002 and 579,150 shares of MGEN common stock issuable upon conversion of convertible promissory notes outstanding on May 6, 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: $37,155.23
Form or Registration No.: Form S-4/A
  Filing Party: Fidelity National Information Solutions, Inc.
Date Filed: June 28, 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.   [   ]



 


Items 1 through 11.
Item 12.Exhibits.
SIGNATURE


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     This Amendment No. 3 (“Amendment No. 3”) 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 28, 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 28, 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 reference to Exhibit (a)(1) to the Schedule TO is amended and restated as set forth below:
 
(a)(1)   Prospectus dated June 28, 2002 (incorporated by reference to Amendment No. 2 to FNIS’s Registration Statement on Form S-4 filed on June 28, 2002 (“Amendment No. 2 to Form S-4”) (Reg. No. 333-89418)).
 
    Item 12 is hereby amended and supplemented by adding the following exhibits:
 
(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 (incorporated by reference to the Schedule TO/A filed by Fidelity National Information Solutions, Inc. on June 20, 2002 and to the filing on June 28, 2002 by Fidelity National Information Solutions, Inc. pursuant to Rule 425 under the Securities Act of 1933, as amended).
 
(a)(17)   Press Release of Fidelity National Information Solutions, Inc. issued on June 28, 2002, announcing its acquisition of Comstock Net Services, Inc. (incorporated by reference to the filing on June 28, 2002 by Fidelity National Information Solutions, Inc. pursuant to Rule 425 under the Securities Act of 1933, as amended).

 


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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/ Neil A. Johnson
   
  Name:  Neil A. Johnson
Title:    EVP and Chief Financial Officer

Dated: June  28, 2002

 


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EXHIBIT INDEX
Exhibit   Description
(a)(1)   Prospectus dated June 28, 2002 (incorporated by reference to Amendment No. 2 to FNIS’s Registration Statement on Form S-4 filed on June 28, 2002 (“Amendment No. 2 to Form S-4”) (Reg. No. 333-89418)).
 
(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 (incorporated by reference to the Schedule TO/A filed by Fidelity National Information Solutions, Inc. on June 20, 2002 and to the filing on June 28, 2002 by Fidelity National Information Solutions, Inc. pursuant to Rule 425 under the Securities Act of 1933, as amended).
 
(a)(17)   Press Release of Fidelity National Information Solutions, Inc. issued on June 28, 2002, announcing its acquisition of Comstock Net Services, Inc. (incorporated by reference to the filing on June 28, 2002 by Fidelity National Information Solutions, Inc. pursuant to Rule 425 under the Securities Act of 1933, as amended).