-----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, H4WfLW2mkAtDs2faT+SmMOW7UhRiI4wOKxJGEuCmS1K1PU3l4RwT0JZK57RgoISA E8Tiet/DcCDjDt8MPVDgKg== 0000892569-96-000185.txt : 19960227 0000892569-96-000185.hdr.sgml : 19960227 ACCESSION NUMBER: 0000892569-96-000185 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960223 SROS: NYSE 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: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-33618 FILM NUMBER: 96525011 BUSINESS ADDRESS: STREET 1: 1740 E WILSHIRE AVE CITY: SANTA ANA STATE: CA ZIP: 92705 BUSINESS PHONE: 7146670557 MAIL ADDRESS: STREET 1: 1740 E WILSHIRE AVE CITY: SANTA ANA STATE: CA ZIP: 92705-4615 FORMER COMPANY: FORMER CONFORMED NAME: MODULEARN INC DATE OF NAME CHANGE: 19810813 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FIDELITY NATIONAL FINANCIAL INC /DE/ CENTRAL INDEX KEY: 0000809398 STANDARD INDUSTRIAL CLASSIFICATION: TITLE INSURANCE [6361] IRS NUMBER: 860498599 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 17911 VON KARMAN AVE STREET 2: STE CITY: IRVINE STATE: CA ZIP: 92714 BUSINESS PHONE: 7148529770 MAIL ADDRESS: STREET 1: 2100 S.E. MAIN STREET STREET 2: SUITE 400 CITY: IRVINE STATE: CA ZIP: 92714 SC 13D/A 1 AMENDMENT #2 TO SCHEDULE 13D FOR MICRO GENERAL 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------------------------------------------------ SCHEDULE 13D/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 2) MICRO GENERAL CORPORATION ------------------------------------------------------------------ (NAME OF ISSUER) Common Stock, $.05 par value ------------------------------------------------------------------ (TITLE OF CLASS OF SECURITIES) 594838-10-4 ------------------------------------------------------------------ (CUSIP NUMBER) Carl A. Strunk Fidelity National Financial, Inc. 17911 Von Karman Avenue Suite 500 Irvine, CA 92714-6253 (714) 622-5000 ------------------------------------------------------------------ (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS) January 17, 1996 ------------------------------------------------------------------ (DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT) If the filing person has previously filed a statement of Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box / /. Check the following box if a fee is being paid with the statement / /. -1- 2 SCHEDULE 13D CUSIP NO. 594838-10-4 ------------------ (1) NAME OF REPORTING PERSON: Fidelity National Financial, Inc., a Delaware corporation S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: IRS No. 86-0498599 (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) / / (b) / / (3) SEC USE ONLY (4) SOURCE OF FUNDS: WC (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) / / (6) CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: (7) SOLE VOTING POWER: 721,216 (8) SHARED VOTING POWER: Inapplicable (9) SOLE DISPOSITIVE POWER: 721,216 (10) SHARED DISPOSITIVE POWER: Inapplicable (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 721,216 (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / Inapplicable (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 37.02% (14) TYPE OF REPORTING PERSON: HC/CO -2- 3 ITEM 1. SECURITY AND ISSUER The title of the class of equity securities to which this statement relates is common stock, $.05 par value (the "Shares"), and the name and address of the principal executive offices of the issuer of such shares is Micro General Corporation, 1740 Wilshire Avenue, Santa Ana, California 92705 (the "Company"). ITEM 2. IDENTITY AND BACKGROUND The person filing this statement is Fidelity National Financial, Inc., a Delaware corporation ("Fidelity"). Fidelity is located as 17911 Von Karman Avenue, Suite 500, Irvine, California 92714. Additional information respecting Fidelity is set forth on Schedule "A" attached hereto and incorporated herein by this reference. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION The aggregate amount of funds used for the purchase of Shares covered by this Schedule 13D was $60,000.00. The source of funds for the purchases disclosed herein was Fidelity's general corporate funds. ITEM 4. PURPOSE OF TRANSACTION Fidelity has made the purchases described in Item 5 hereof for purposes of investment because it regards the Shares as an attractive investment at the prices prevailing to date. Except as set forth above, Fidelity does not have any specific plans or proposals that relate to or would result in any of the actions specified in Item 4 of Schedule 13D but retains the right to take all such actions as may be deemed appropriate to protect its investment in the Company. Subject to a continuing review of the business prospects of the Company and depending on market conditions, economic conditions and other relevant factors, Fidelity may determine to increase, decrease or entirely dispose of its holdings of the Company, purchase by private purchase, in the open market, by tender offer or otherwise additional equity securities of the Company for investment, or acquire or seek to acquire control of the Company by merger, exchange of securities, assets acquisition, tender offer or in privately negotiated transactions on such terms and at such times as it may consider desirable. ITEM 5. INTEREST IN SECURITIES As of September 30, 1995, the Company had issued and outstanding 1,948,166 shares (according to Form 10-Q filed with the Securities and Exchange Commission on or about November 14, 1995). All percentages contained in this Schedule 13D are based on that number of issued and outstanding Shares. Fidelity purchased 40,000 shares of restricted common stock in a private transaction on January 17, 1996. -3- 4 As of this Schedule 13D, Fidelity owns 721,216 Shares which is 37.02% of the Shares. Fidelity has the sole power to vote and dispose of these Shares. ITEM 6. CONTRACTS ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER None ITEM 7. MATERIAL TO BE FILED AS EXHIBITS None SIGNATURES After reasonable 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. Dated: February 22, 1996 FIDELITY NATIONAL FINANCIAL, INC., a Delaware corporation By: /s/ Carl A. Strunk ------------------------------ Carl A. Strunk Executive Vice President Chief Financial Officer -4- 5 SCHEDULE A FIDELITY NATIONAL FINANCIAL, INC. The directors and executive officers(1) of Fidelity National Financial, Inc., a Delaware corporation ("Fidelity National"); their present principal occupations or employments (including the name, principal business and address of any such employer); their citizenship and their business or residence addresses are as follows: DIRECTORS WILLIAM P. FOLEY, II Chairman of the Board Chief Executive Officer Fidelity National Financial, Inc. 17911 Von Karman Avenue, Suite 500 Irvine, CA 92714 FRANK P. WILLEY President Fidelity National Financial, Inc. 17911 Von Karman Avenue, Suite 500 Irvine, CA 92714 WILLIAM A. IMPARATO General Partner Park West Development Company(2) 1515 East Missouri, Bldg. A Phoenix, AZ 85014 DANIEL D. (RON) LANE Chairman Lane/Kuhn Pacific(3) 14 Corporate Plaza Newport Beach, CA 92660 - -------- (1) All directors and executive officers listed on Schedule A are citizens of the United States of America. (2) Park West Development Company's principal business is real estate development. (3) Lane/Kuhn Pacific's principal business is real estate development. -5- 6 J. THOMAS TALBOT Owner The Talbot Company(4) 500 Newport Center Drive, Suite 900 Newport Beach, CA 92660 CARY THOMPSON Managing Director NatWest Markets(5) 350 S. Grand Avenue, Suite 3900 Los Angeles, CA 90071 STEPHEN C. MAHOOD Stephen C. Mahood Investments(6) 500 Crescent Court, Suite 270 Dallas, TX 75201 DONALD M. KOLL Koll Company(7) 4343 Von Karman Avenue Newport Beach, CA 92660 - -------- (4) The Talbot Company's principal business is real estate development. (5) NatWest Markets' principal business is investment banking. (6) Stephen C. Mahood Investments is an investment company. (7) Koll Company's principal business is real estate development. -6- 7 EXECUTIVE OFFICERS WILLIAM P. FOLEY, II Chairman of the Board and Chief Executive Officer of Fidelity National. See "Directors," above. FRANK P. WILLEY President of Fidelity National. See "Directors," above. ANDREW F. PUZDER Executive Vice President, General Counsel and Assistant Secretary Fidelity National Financial, Inc. 17911 Von Karman Avenue, Suite 500 Irvine, CA 92714 PATRICK F. STONE Executive Vice President Fidelity National Financial, Inc. 17911 Von Karman Avenue, Suite 500 Irvine, CA 92714 CARL A. STRUNK Executive Vice President, Chief Financial Officer Treasurer and Assistant Secretary Fidelity National Financial, Inc. 17911 Von Karman Avenue, Suite 500 Irvine, CA 92714 RAYMOND R. QUIRK Vice President Fidelity National Financial, Inc. 17911 Von Karman Avenue, Suite 500 Irvine, CA 92714 -7- 8 M'LISS JONES KANE Senior Vice President, Corporate Counsel and Corporate Secretary of Fidelity National Financial, Inc. 17911 Von Karman Avenue, Suite 500 Irvine, CA 92714 GARY R. NELSON Vice President Fidelity National Financial, Inc. 17911 Von Karman Avenue, Suite 500 Irvine, CA 92714 During the last five (5) years, neither Fidelity National nor any of its directors or executive officers has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) nor were any of them a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation of such laws. -8- 9 SCHEDULE B DESCRIPTION OF TRANSACTIONS The following transactions were effected by Fidelity National Financial, Inc., a Delaware corporation:
Date of Transaction Quantity Price ----------- -------- ----- 1/17/96 40,000 $1.50
-9- -----END PRIVACY-ENHANCED MESSAGE-----