-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JSMO97zlZxeOmPYnCHErLz1DifPKQpZcTAgXiRJQ9t4z3xDhWFssIs6fH961J6I7 VOkI0oU2LTb2oP5m6r8Btw== 0000892569-02-001506.txt : 20020710 0000892569-02-001506.hdr.sgml : 20020710 20020710142908 ACCESSION NUMBER: 0000892569-02-001506 CONFORMED SUBMISSION TYPE: 425 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020710 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MICRO GENERAL CORP CENTRAL INDEX KEY: 0000067383 STANDARD INDUSTRIAL CLASSIFICATION: MISC INDUSTRIAL & COMMERCIAL MACHINERY & EQUIPMENT [3590] IRS NUMBER: 952621545 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 SEC ACT: 1934 Act SEC FILE NUMBER: 000-08358 FILM NUMBER: 02699792 BUSINESS ADDRESS: STREET 1: 2510 RED HILL AVENUE STREET 2: SUITE 200 CITY: SANTA ANA STATE: CA ZIP: 92705 BUSINESS PHONE: 949-622-4444 MAIL ADDRESS: STREET 1: 2510 RED HILL AVENUE STREET 2: SUITE 200 CITY: SANTA ANA STATE: CA ZIP: 92705 FORMER COMPANY: FORMER CONFORMED NAME: MODULEARN INC DATE OF NAME CHANGE: 19810813 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FIDELITY NATIONAL INFORMATION SOLUTIONS INC CENTRAL INDEX KEY: 0000888793 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 411293754 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 BUSINESS ADDRESS: STREET 1: 5060 SHOREHAM PL. #300 CITY: SAN DIEGO STATE: CA ZIP: 92122 BUSINESS PHONE: 6194506100 MAIL ADDRESS: STREET 1: 5060 SHOREHAM PLACE STREET 2: STE 300 CITY: SAN DIEGO STATE: CA ZIP: 92122 FORMER COMPANY: FORMER CONFORMED NAME: VISTA INFORMATION SOLUTIONS INC DATE OF NAME CHANGE: 19950601 425 1 a82870e425.htm 425 Press Release by Fidelity National Information
 

  Filed by Fidelity National Information Solutions, Inc.
Pursuant to Rule 425 under the
Securities Act of 1933 and deemed
filed pursuant to Rule 14a-12 under
the Securities Exchange Act of 1934

  Subject Company: Micro General Corporation
Commission File No. 000-08358

  Date: July 10, 2002

The following press release was issued by Fidelity National Information Solutions, Inc.:


 

Press Release

SOURCE: Fidelity National Information Solutions, Inc.

Fidelity National Information Solutions Announces Closing Of Micro General Merger

SANTA BARBARA, Calif., July 10 — 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 closing of the transaction in which Micro General Corporation (formerly Nasdaq: MGEN) became a wholly owned subsidiary of FNIS.

Under the terms of the tender offer and merger, each share of MGEN common stock was exchanged for .696 shares of FNIS common stock. FNIS issued 12.1 million shares to MGEN stockholders, resulting in 36.8 million outstanding shares of FNIS common stock. FNIS received stockholder approval for the issuance of the shares at its annual meeting of stockholders on July 8, 2002. Fidelity National Financial, Inc. (NYSE: FNF) now owns approximately 70% of FNIS after the close of the merger.

Fidelity National Information Solutions, Inc. (Nasdaq: FNIS) provides data, technology solutions and services to lenders, REALTORS® and other participants in the real estate industry. The data segment targets the information needs of lenders, originators, REALTORS® 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® and brokers. FNIS is the nation’s largest provider of Multiple Listing Services (MLS) systems and also supplies tools that allow REALTORS® 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 transaction, FNIS filed 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. 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.

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