-----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, Fpg886sVYbgFGRiqd2d9axUZaNzHjesHqNoaXMfdCP83Y7UhB1L62Tr1opq4HYQ3 RZ71fkGtKhJtIu/iYgHPlQ== 0001116679-02-001015.txt : 20020502 0001116679-02-001015.hdr.sgml : 20020501 ACCESSION NUMBER: 0001116679-02-001015 CONFORMED SUBMISSION TYPE: 425 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020502 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: 02631281 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: 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 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 425 1 micro425-2.txt PRESS RELEASE, APRIL 30, 2002 Filed by Micro General Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14d-9 of the Securities Exchange Act of 1934 Subject Company: Micro General Corporation Commission File No.: 000-08358 NEWS FOR IMMEDIATE RELEASE Contact: Dale Christensen Micro General Corporation (949) 622-4986 dchristensen@microgeneral.com ------------------ MICRO GENERAL CORPORATION ACKNOWLEDGES PROPOSAL FROM FIDELITY NATIONAL INFORMATION SOLUTIONS SANTA ANA, Calif., April 30, 2002 - Micro General Corporation (NASDAQ: MGEN), the leading provider of production and workflow software systems to the title and real estate industries, announced today that it has received a letter from Fidelity National Information Solutions (NASDAQ: FNIS) relating to a proposal made to Micro General's shareholders, pursuant to which Fidelity National Information plans to offer 0.696 shares in exchange for each share of Micro General common stock for an offer price equivalent to $16.65 per share, based on April 29 closing prices of both companies' stocks. Because Fidelity National Information and Micro General are each majority-owned subsidiaries of Fidelity National Financial, Inc. (NYSE: FNF), Micro General's board of directors has appointed a Special Committee of independent directors to evaluate Fidelity National Information's proposal. The Special Committee retained Needham & Company, Inc. to provide financial advisory services. Micro General has scheduled a special meeting of its board of directors to consider the offer. About Micro General Corporation: Micro General Corporation is a leading provider of production and workflow software systems to the real estate title and escrow industries. The Company's additional competencies include managed application services, application development and integration, network, data and infrastructure management and IT outsourcing. Micro General and its operating subsidiaries employ more than 700 individuals nationwide, primarily in technical positions. To learn more about Micro General Corporation, please visit www.microgeneral.com. ------------------------ Where to find more information: If Fidelity National Information Solutions proceeds with the offer, Micro General will be required to file a solicitation/recommendation statement on Schedule 14D-9 in response to the offer with the Securities and Exchange Commission. Investors and security holders are advised to read the statement when and if it becomes available, because this document will contain important information. Investors and security holders may obtain a free copy of the solicitation/recommendation statement (when and if available) and other documents filed by Micro General at the SEC's web site at www.sec.gov. ----------- 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. -2- -----END PRIVACY-ENHANCED MESSAGE-----