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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)
MICRO GENERAL CORPORATION
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(NAME OF ISSUER)
Common Stock, $.05 par value
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(TITLE OF CLASS OF SECURITIES)
594838-10-4
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(CUSIP NUMBER)
Carl A. Strunk
Fidelity National Financial, Inc.
17911 Von Karman Avenue
Suite 500
Irvine, CA 92714-6253
(714) 622-5000
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(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS)
January 17, 1996
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(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 / /.
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SCHEDULE 13D
CUSIP NO. 594838-10-4
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(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
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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.
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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
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Carl A. Strunk
Executive Vice President
Chief Financial Officer
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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
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(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.
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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
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(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.
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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
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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.
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SCHEDULE B
DESCRIPTION OF TRANSACTIONS
The following transactions were effected by Fidelity National
Financial, Inc., a Delaware corporation:
<TABLE>
<CAPTION>
Date of
Transaction Quantity Price
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<S> <C> <C>
1/17/96 40,000 $1.50
</TABLE>
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