<PAGE>
================================================================================
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
MICRO GENERAL CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
-------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
-------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------------
(5) Total fee paid:
-------------------------------------------------------------------------
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-------------------------------------------------------------------------
(3) Filing Party:
-------------------------------------------------------------------------
(4) Date Filed:
-------------------------------------------------------------------------
Notes:
<PAGE>
MICRO GENERAL CORPORATION
14711 BENTLEY CIRCLE
TUSTIN, CALIFORNIA 92780
(714) 731-0557
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 20, 1997
April 18, 1997
To the Shareholders of
Micro General Corporation
The Annual Meeting of Shareholders of Micro General Corporation, a Delaware
corporation (the "Company"), will be held at the Ramada Plaza, 2726 South
Grand Avenue, Santa Ana, California, on May 20, 1997, at 10 A.M., local time,
for the following purposes:
1. To elect a board of six (6) directors, with each director so elected to
hold office until the next Annual Meeting and until his successor has
been elected and qualified.
2. To transact such other business as may properly come before the Annual
Meeting and any continuation or adjournment thereof.
The Board of Directors has fixed March 20, 1997 as the record date for the
determination of shareholders entitled to notice of and to vote at the Annual
Meeting, and only shareholders of record at the close of business on that date
will be entitled to vote at the Annual Meeting.
All shareholders are cordially invited to attend the Annual Meeting in
person. YOU ARE URGED TO PROMPTLY COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED
PROXY IN THE ACCOMPANYING PRE-ADDRESSED, ENVELOPE. Your proxy will not be used
if you are present at the Annual Meeting and desire to vote your shares
personally.
By order of the Board of Directors,
/s/ LINDA I. MORTON
------------------------------------
Linda I. Morton
Corporate Secretary
<PAGE>
MICRO GENERAL CORPORATION
----------------
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 20, 1997
----------------
This Proxy Statement is being furnished to shareholders of Micro General
Corporation, a Delaware corporation (the "Company"), in connection with the
solicitation of proxies by the Company's Board of Directors for use at the
Annual Meeting of Shareholders of the Company to be held at the Ramada Plaza,
2726 South Grand Avenue, Santa Ana, California, on May 20, 1997, at 10 A.M.,
local time, and at any continuation or adjournment thereof.
This proxy statement, and the accompanying Notice of Annual Meeting and
proxy card, are first being mailed to shareholders on or about April 18, 1997.
A copy of the Company's Annual Report to shareholders for the fiscal year
ended December 31, 1996, which contains audited financial statements, is
concurrently being mailed to all shareholders of record on March 20, 1997.
The Company's corporate office is located at 14711 Bentley Circle, Tustin,
California 92780. The Company's phone number is 714-731-0557.
VOTING RIGHTS
As of March 20, 1997, the record date for the determination of the
shareholders of the Company entitled to notice of and to vote at the Annual
Meeting, there were 1,949,666 shares of the Company's Common Stock
outstanding. Each share entitles the holder to one vote on each matter to come
before the Annual Meeting, except that shareholders are entitled to cumulative
voting rights in the election of directors. Cumulative voting rights entitled
a stockholder to give one nominee that number of votes equal to the number of
directors to be elected multiplied by the number of shares owned by him or
her, or to distribute such number of votes among two or more nominees in such
proportion as the stockholder may choose. The six nominees receiving the
highest number of votes at the Annual Meeting will be elected. In order for
one or all shareholders to cumulate votes, one stockholder must give notice to
the Secretary prior to the voting at the Annual Meeting of his or her
intention to cumulate his or her votes. In the event that anyone other than
the six nominees listed below should be nominated for election as a director,
the persons named in the proxy will have authority, to be exercised in their
discretion, to vote cumulatively for less than all the nominees.
Properly executed and returned proxies, unless revoked, will be voted as
directed by the stockholder or, in the absence of such direction, by the
persons named therein FOR the election of the 6 director nominees listed
below. As to any other business which may properly come before the Annual
Meeting, the proxy holders will vote in accordance with their best judgment. A
proxy may be revoked at any time before it is voted by delivery of written
notice of revocation to the Secretary of the Company or by delivery of a
subsequently dated proxy, or by attendance at the Annual Meeting and voting in
person. Attendance at the Annual Meeting without also voting will not in and
of itself constitute the revocation of a proxy. The cost of soliciting proxies
will be borne by the Company. It is expected that proxies will be solicited
exclusively by mail; however, if it should appear desirable to do so,
directors, officers and employees of the Company may communicate with
shareholders, banks, brokerage houses, nominees and others by telephone,
facsimile machine, or in person, to request that proxies be furnished.
1
<PAGE>
PRINCIPAL HOLDERS OF VOTING SECURITIES
The following table sets forth certain information regarding the beneficial
ownership of the Company's Common Stock as of March 20, 1997, by (i) each of
the current directors of the Company, (ii) by each person known to the Company
to be the beneficial owner of more than 5% of the outstanding Common Stock,
and (iii) all current directors and executive officers of the Company as a
group. Except as may be indicated in the footnotes to the table, each of such
persons has the sole voting and investment power with respect to all shares of
Common Stock shown as beneficially owned by them, subject to applicable
community property laws.
<TABLE>
<CAPTION>
AMOUNT AND PERCENT OF
NATURE OF OUTSTANDING
NAME AND ADDRESS BENEFICIAL OWNERSHIP COMMON
OF BENEFICIAL OWNER OF COMMON STOCK (1) STOCK(2)
------------------- -------------------- -----------
<S> <C> <C>
Mr. Thomas E. Pistilli.................. 41,334(1) 2.1
14711 Bentley Circle
Tustin, CA 92780
Fidelity National Financial, Inc........ 744,550(2)(4) 38.2
17911 Von Karman Ave.
Suite 510
Irvine, CA 92714
Mr. William P. Foley, II................ 737,883(2)(4) 38.2
17911 Von Karman Ave.
Suite 510
Irvine, CA 92714
Mr. Carl A. Strunk...................... 737,883(2)(4) 38.2
17911 Von Karman Ave.
Suite 510
Irvine, CA 92714
Richard H. Pickup....................... 325,760(3)(4) 16.7
500 Newport Center Dr #550
Newport Beach, CA 92660
Dito Devcar Corporation................. 114,500(3) 5.9
3735 Howard Hughes Parkway #200
Las Vegas, NV 89109
John J. Cahill.......................... 7,666(5) 0.0
44 Wexford Drive
Mendham, NJ 07945
George E. Olenik........................ 6,667(6) 0.0
2138 Port Durness
Newport Beach, CA 92660
All Officers and Directors.............. 1,136,309(7) 58.3
as a Group (8 persons)
</TABLE>
- --------
(1) Represents 3,334 shares held of record and the right to acquire 38,000
shares pursuant to presently exercisable options.
(2) Represents 731,216 shares held of record by Fidelity National Financial,
Inc. Messrs. Foley and Strunk are the Chief Executive Officer and Chief
Financial Officer respectively of Fidelity National Financial Inc and
Messrs. Foley and Strunk each have the right to acquire 6,667 shares
pursuant to presently exercisable options.
(3) Represents 211,260 shares held of record by Mr. Pickup and 114,500 shares
held of record by Dito-Devcar Corporation. Mr. Pickup is a director of
Dito-Devcar Corporation.
2
<PAGE>
(4) CalWest Service Corporation, a wholly owned subsidiary of Fidelity
National Financial, and Dito Caree L.P., a family charitable remainder
trust controlled by Mr. Pickup, have the right, but not the obligation to
purchase and/or convert an aggregate of 448,146 and 896,292 shares
respectively. This right is defined in a Convertible Note Purchase
agreement executed by both parties with the Company.
(5) Represents 1,000 shares held of record and the right to acquire 6,666
shares pursuant to presently exercisable options.
(6) Represents the right to acquire 6,667 shares pursuant to presently
exercisable options.
(7) Includes an aggregate of 79,333 shares which are not outstanding but which
may be acquired on exercise of options held by officers and directors of
the Company. Does not include an aggregate of 53,667 additional shares
covered by stock options which are not currently, and within sixty days,
will not be exercisable.
ELECTION OF DIRECTORS
PROPOSAL 1
NOMINEES
The Company's current Board of Directors has nominated six (6) individuals,
Messrs. John J. Cahill, William P. Foley II, George E. Olenik, Mr. Richard H.
Pickup, Thomas E. Pistilli, and Carl A. Strunk for election as directors of
the Company at the Annual Meeting, each to serve as such until the next annual
meeting of the Company's shareholders and until their respective successors
are elected and qualified. While the Company's Board of Directors has no
reason to believe that any nominee will be unavailable to serve as a director
of the Company, the proxies solicited hereby will be voted for such other
persons as shall be designated by the Company's Board of Directors should any
nominee become unavailable to serve.
Certain information concerning the six persons to be nominated at the Annual
Meeting by the Company's Board of Directors for election as directors of the
Company for the ensuing year is set forth below:
<TABLE>
<CAPTION>
NOMINEE PRINCIPAL OCCUPATION AGE
------- -------------------- ---
<S> <C> <C>
John J. Cahill Independent Consultant 64
William P. Foley, II Chairman of the Board and Chief
Executive Officer of Fidelity
National Financial, Inc. 52
George E. Olenik President and Chief Executive
Officer of Pick Systems 65
Richard H. Pickup Senior Vice President
Wedbush Morgan Securities 61
Thomas E. Pistilli President, Chief Executive Officer,
Chief Financial Offier and Director
of the Company 54
Carl A. Strunk Executive Vice President,
Chief Financial Officer and Treasurer
of Fidelity National Financial, Inc. 59
</TABLE>
JOHN J. CAHILL
Mr. Cahill has served as a director of the Company since February 1995. Mr.
Cahill is currently serving as Chairman of the Board of Dataram Corporation.
He served as President and CEO of Rockaway Corporation (a New York Stock
Exchange company prior to its acquisition by Ascom/Hasler) from 1974 to 1989.
3
<PAGE>
WILLIAM P. FOLEY, II
Mr. Foley has served as a director of the Company since June 1994. He is the
Chairman of the Board and Chief Executive Officer of Fidelity National
Financial, Inc. and has been since its formation in 1984. He was President of
Fidelity National Title Insurance Company ("Fidelity Title") 1984 through
December 1994. Mr. Foley is also currently serving as the Chairman of the
Board and Chief Executive Officer of CKE Restaurants, Inc., Rally's
Hamburgers, Inc., and Checkers Drive-In Restaurants Inc.
GEORGE E. OLENIK
Mr. Olenik has served as a director of the Company since December 1989. Mr.
Olenik is currently the CEO of Pick Systems Inc., Irvine, California. Prior to
joining Pick Systems Inc. he served as an analyst consultant for Inco Venture
Capital Management. He formerly served as President and board member of Micro
Five Corp., Costa Mesa, California.
RICHARD H. PICKUP
Mr. Pickup was appointed to the board in December 1996. Mr. Pickup is
currently a Senior Vice President of the New York Stock Exchange Member Firm
of Wedbush Morgan Securities. For the past 35 years, he has been involved with
major ownership of numerous public companies.
THOMAS E. PISTILLI
Mr. Pistilli has served as the President, Chief Executive Officer, Chief
Financial Officer, and Director since November 1994. Prior to joining the
Company Mr. Pistilli served as a management consultant to the Company for
approximately two years. Mr. Pistilli is the former President and CEO of
International Mailing Systems, Inc. (Ascom/Hasler), Shelton Connecticut, where
he served in that capacity for 11 years. Mr. Pistilli, a Certified Public
Accountant, was previously employed by KPMG Peat Marwick LLP for 7 years.
CARL A. STRUNK
Mr. Strunk has served as a director of the Company since June 1994. Mr.
Strunk joined Fidelity Title in February 1992 as Executive Vice President. He
was named Executive Vice President and Chief Financial Officer of Fidelity
National Financial, Inc. in March 1992. Prior to his employment with Fidelity
National Financial, Inc., Mr. Strunk was President of Land Resources
Corporation from 1986 to 1991. Mr. Strunk is a Certified Public Accountant. He
is also currently serving as Executive Vice-President and Chief Financial
Officer of CKE Restaurants Inc., and as a director of Pak Rim Holding
Corporation.
STRUCTURE AND FUNCTION OF THE BOARD OF DIRECTORS
During the last fiscal year, the Company's Board of Directors held a total
of 4 regular meetings or otherwise took action by written consent. The Board
of Directors has no separate nominating or compensation committees, but does
have Audit and Stock Option Committees. The Audit Committee consults with the
Company's independent auditors concerning their engagement and audit plan, and
thereafter concerning the auditor's report and management letter. The Audit
Committee, with the assistance of the independent auditors, also monitors the
adequacy of the Company's internal accounting controls. Messrs. Cahill, Foley,
Olenik, Pickup and Strunk, none of whom is an employee of the Company, are the
current members of the Audit Committee. During the last fiscal year, the Audit
Committee held 1 meeting. The Stock Option Committee is appointed by the Board
of Directors. During the last fiscal year, four of the directors attended in
excess of 75% of each of the meetings of the Board and each committee, if any,
of which he was a member.
4
<PAGE>
KEY EMPLOYEES
In addition to Mr. Pistilli, the Company has 3 additional key employees
Robert F. Baker, John J. Horbal and Linda I. Morton.
Mr. Baker joined the Company as Vice President of Sales in January 1997.
Prior to joining the Company, Mr. Baker was a Vice-President with Better Homes
and Garden Real Estate since 1989. Before taking the position with Better
Homes and Gardens Real Estate, Mr. Baker also served in various senior sales
management positions with Ascom/Hasler, Scriptomatic, and Pitney Bowes.
Mr. Horbal joined the Company as Vice President-Research & Development in
January 1995. In June 1995, Mr. Horbal was named Vice President of
Engineering. Prior to joining the Company, Mr. Horbal was with Ascom/Hasler
and Better Packages, Shelton, Connecticut, for 25 years serving as Director of
Engineering, Director of Research and Development, and Chief Engineer.
Ms. Morton was elected Corporate Secretary in June 1991. She joined the
Company in September 1983 and has served in various management accounting
positions. She is currently serving as Controller of the Company.
5
<PAGE>
REPORT OF THE BOARD OF DIRECTORS ON ANNUAL COMPENSATION
The Board of Directors is composed of outside directors, with the exception
of the CEO, and is responsible for setting and administering the policies
which govern both annual compensation and stock ownership programs.
The annual compensation programs of the Company are based on performance.
Micro General's employee annual compensation is comprised of a base salary
coupled with a management bonus and stock options the amounts of which are
determined based on the achievement of specific goals.
The Company adopted a management bonus plan for fiscal year 1996 which
provided for bonuses in the form of cash to be paid to officers and other key
employees of the Company based upon the fiscal year 1996 performance of the
Company and each participant's individual performance. The Board determined
that no management bonuses were to be paid for fiscal 1996.
MICRO GENERAL CORPORATION
Board of Directors
April 18, 1997 John J. Cahill
William P. Foley II
Richard H. Pickup
Thomas E. Pistilli
George E. Olenik
Carl A. Strunk
COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS
CASH COMPENSATION
The following table sets forth certain information concerning the cash
renumeration paid by the Company to the CEO for services rendered during the
three most recent fiscal years. No other executive officers of the Company
received cash compensation in excess of $100,000 during fiscal year 1996.
<TABLE>
<CAPTION>
NAME AND PRINCIPAL FISCAL OTHER
POSITION YEAR SALARY BONUSES COMPENSATION TOTAL
------------------ ------ ------- ------- ------------ --------
<S> <C> <C> <C> <C> <C>
Thomas E. Pistilli........ 1996 150,000 $-0- 7,800 $157,800
President & Chief 1995 146,539 -0- 7,000 153,539
Executive Officer 1994 18,025(1) -0- 900 18,925
</TABLE>
- --------
(1) Mr. Pistilli was appointed President & Chief Executive Office on November
8, 1994. Mr. Pistilli's earnings are pro-rated for the period of 11/8/94
to 12/31/94 based on an annual salary of $140,000.
The Company currently pays directors' fees of $3,000 per meeting to all non-
employee directors for attending board meetings.
STOCK PERFORMANCE
Pursuant to recent SEC regulations, listed on the next page is the
performance of the cumulative total return to shareholders (stock price
appreciation) during the previous 5 years in comparison to returns on the
NASDAQ Stock market index and Nasdaq Computer Manufacturers Stock index.
6
<PAGE>
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURNS
AMONG MICRO GENERAL CORPORATION, NASDAQ STOCK MARKET (U.S. COMPANIES) AND
NASDAQ COMPUTER MANUFACTURERS STOCKS
[PERFORMANCE GRAPH APPEARS HERE]
<TABLE>
<CAPTION> NASDAQ
Measurement Period MICRO NASDAQ STOCK COMPUTER
(Fiscal Year Covered) GENERAL MARKET (U.S. MANUFACTURERS
Peer Group CORPORATION COMPANIES) STOCKS
- ------------------- ----------- ------------ -------------
<S> <C> <C> <C>
Measurement Pt-12/31/91 $100 $100 $100
FYE 12/31/92 $ 81.8 $116.4 $134.4
FYE 12/31/93 $101.8 $133.6 $127.4
FYE 12/30/94 $123.6 $130.6 $139.9
FYE 12/29/95 $ 87.3 $184.5 $220.3
FYE 12/31/96 $101.8 $227.1 $295.8
</TABLE>
NOTES:
A. The lines represent annual index levels.
B. The index level for all series was set to $100.0 on 12/31/91.
7
<PAGE>
STOCK OPTION PLANS
In October 1981, the Company established its Incentive Stock Option Plan
(the "ISO Plan"), which was approved by the Company's shareholders at the July
7, 1982 annual meeting of shareholders and amended and restated by the
Company's shareholders at the August 23, 1983, May 22, 1986, June 18, 1992 and
May 8, 1995 annual meetings of shareholders. The ISO Plan provides for the
granting of "incentive stock options" (within the meaning of Section 422A of
the Internal Revenue Code of 1986, as amended) to employees of the Company and
is administered by the Stock Option Committee (the "Option Committee"), which
is appointed by the Board. The purpose of the ISO Plan is to provide employees
with additional incentive by offering them a greater interest in the continued
success of the Company through increased stock ownership. The 1991 Stock Plan
("1991 Plan")consists of 220,000 authorized shares of Common Stock of the
Company and will terminate on October 7, 2001 by its terms and the 1995 Stock
Option Plan ("1995 Plan") consists of 200,000 authorized shares of Common
Stock of the Company and will terminate on February 9, 2005. Each option
terminates on the fifth anniversary of its grant or at such earlier time as
the Option Committee may determine. The Option Committee makes recommendations
to the Board, for its approval, as to whom options are granted, the number of
shares covered by each option, the time or times at which such options are
granted and exercisable and the purchase price of Common Stock covered by the
option (which is not less than the fair market value of such stock on the date
of grant of such option). The option holder must remain in the continuous
employ of the Company from the date of the grant to and including the date of
exercise or all or a portion of the options granted, and no option is
exercisable more than three months after termination of an optionee's
employment with the Company unless termination of employment occurs by reason
of disability or death.
As of March 31, 1997, there were options outstanding under the 1991 Plan in
respect to an aggregate of 148,000 shares of Common Stock with an average
exercise price per share of $2.21 and there were 13 participants in the ISO
Plan. There were no options outstanding under the 1995 Plan.
STOCK OPTION SUMMARY REPORT
<TABLE>
<S> <C>
Total Number of Common Shares Outstanding at March 31, 1997... 1,949,666
Total Number of Common Shares Authorized to be Granted as
Options...................................................... 420,000
Percentage of Total Common Shares Outstanding Authorized...... 21.5%
Total Number of Options Granted to Date Under Current
Authorization................................................ 148,000
Percentage of Total Authorized................................ 7.4%
Total Number of Options Granted in Fiscal 1996................ 26,500
Total Number of Options Granted to Thomas Pistilli, CEO in
Fiscal 1996.................................................. 0
Percentage of Total Number of Options Granted to CEO in Fiscal
1996......................................................... 0
</TABLE>
OPTION GRANT TABLE
OPTIONS GRANTED IN CALENDAR YEAR 1996
<TABLE>
<CAPTION>
POTENTIAL REALIZED
VALUE OF ASSUMED
ANNUAL RATES OF
STOCK PRICE
APPRECIATION FOR
INDIVIDUAL GRANTS OPTION TERM
- ----------------------------------------------------------------------- --------------------
(a) (b) (c) (d) (e) (f) (g)
% OF TOTAL EXERCISE
OPTIONS OPTIONS GRANTED OR BASE
GRANTED(#) TO EMPLOYEES IN PRICE EXPIRATION
NAME (A)(B)(C) CALENDAR YEAR ($/SH) DATE 5%($) 10%($)
- ------ ---------- --------------- -------- ---------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
T. Pistilli............. 0 0 0 0 0 0
</TABLE>
- --------
(A) All shares were granted under the Company's 1991 Incentive Stock Option
Plan which is administered by the Company's Stock Option Committee.
8
<PAGE>
(B) Options are exercisable starting 12 months after the grant date with 1/3
of the shares covered thereby becoming exercisable at that time and with
an additional 1/3 of the option shares becoming exercisable on each
successive anniversary date, with full vesting occurring on the occurring
on the third anniversary date. Any unaccrued options terminate when the
grantee's relationship with the Company is terminated for any reason.
(C) The options have an exercise term of 4 years, subject to earlier
termination in certain events related to termination of employment.
OPTION EXERCISES AND YEAR-END VALUE TABLE
AGGREGATE OPTION EXERCISES IN CALENDAR YEAR 1996
AND CALENDAR YEAR-END OPTION VALUE
<TABLE>
<CAPTION>
NUMBER OF
UNEXERCISED VALUE OF UNEXERCISED
SHARES OPTIONS AT IN-THE-MONEY
ACQUIRED ON VALUE 12/31/96 OPTIONS AT 12/31/96
EXERCISE REALIZED EXERCISABLE/ EXERCISABLE/
NAME (#) ($)(A) UNEXERCISABLE UNEXERCISABLE
---- ----------- -------- ------------- --------------------
<S> <C> <C> <C> <C>
Thomas E. Pistilli...... -0- -0- 19,000/38,000 ($10,697)/($21,394)
</TABLE>
- --------
(A) Market Value of shares acquired at exercise date minus the exercise price
of options.
CERTAIN TRANSACTIONS
Not applicable.
COMPLIANCE WITH SECTION 16(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
Rules adopted by the Securities and Exchange Commission ("SEC") under
Section 16(a) of the Securities Exchange Act of 1934 require the Company's
officers and directors, and persons who own more than ten percent of the
issued and outstanding shares of the Company's Common Stock, to file reports
of their ownership, and changes in ownership, of such securities with the SEC
on SEC Forms 3, 4 or 5, as appropriate. Officers, directors and greater-than-
ten-percent stockholders are required by the SEC's regulations to furnish the
Company with copies of all forms they file pursuant to Section 16(a).
Based solely upon a review of Forms 3, 4 and 5, and amendments thereto
furnished to the Company during its most recent fiscal year end, and any
written representations provided to it, the Company is advised that all
filings were timely and correctly made.
INDEPENDENT ACCOUNTANTS
KPMG Peat Marwick LLP was retained to serve as the Company's independent
certified public accountants for fiscal year 1996. A representative of KPMG
Peat Marwick LLP is expected to be present at the Annual Meeting, and to be
available to respond to any stockholder questions directed to KPMG Peat
Marwick LLP. This representative will have an opportunity to make a statement
if KPMG Peat Marwick LLP so desires.
9
<PAGE>
SHAREHOLDER PROPOSALS
In order to be considered for inclusion in the Company's proxy statement and
form of proxy relating to the Company's next annual meeting of shareholders,
proposals by the Company's shareholders intended to be presented at such
annual meeting must be received by the Company no later than ninety (90) days
prior to April 12, 1998.
ANNUAL REPORTS
The Company's 1996 Annual Report to shareholders, which includes audited
financial statements for the Company's fiscal year ended December 31, 1996, is
being mailed with this proxy statement to shareholders of record on March 20,
1997. A copy of the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1996, and any amendments thereto, is available without
charge to any stockholder of the Company upon written request to Secretary,
Micro General Corporation, 14711 Bentley Circle, Tustin, California 92780. If
copies of any of the Exhibits thereto are requested, a copying charge of $.20
per page will be made.
OTHER MATTERS
The Board of Directors of the Company is unaware of any other business to be
presented for consideration at the Annual Meeting. If any other business
should properly come before the meeting, the proxies will be voted in
accordance with the best judgment of the proxy holders.
By order of the Board of Directors
/s/ LINDA I. MORTON
------------------------------------
Linda I. Morton
Corporate Secretary
Tustin, California
April 18, 1997
10
<PAGE>
PLEASE DETACH AND MAIL IN THE ENVELOPE PROVIDED
- --------------------------------------------------------------------------------
A [X] PLEASE MARK YOUR
VOTES AS IN THIS
EXAMPLE.
<TABLE>
<CAPTION>
<S> <C> <C> <C>
WITHHOLD
FOR AUTHORITY NOMINEES: John J. Cahill
1. ELECTION [_] [_] William P. Foley II
OF George E. Olenik
DIRECTORS: Richard F. Pickup
Thomas E. Pistilli
Carl A. Strunk
</TABLE>
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, WRITE
SUCH NAME OR NAMES IN THE SPACE PROVIDED BELOW.)
________________________________________________________________________________
2. In their discretion, upon such other business as may properly come before
the Annual Meeting or any adjournment or continuation thereof.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER HEREIN
SPECIFIED BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS INDICATED, THIS
PROXY WILL BE VOTED FOR THE ELECTION AS DIRECTORS OF THE FIVE NOMINEES LISTED
ABOVE AND IN ACCORDANCE WITH THE DISCRETION OF THE PROXIES ON ANY OTHER MATTERS
TO COME BEFORE THE ANNUAL MEETING.
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, YOU ARE URGED TO MARK,
SIGN, DATE AND PROMPTLY RETURN THIS PROXY, USING THE ENCLOSED ENVELOPE.
Signature___________ Dated___________ Signature_______________ Dated__________
(SIGNATURE IF HELD JOINTLY)
NOTE: Please sign exactly as name appears above, date and return this card
promptly using the enclosed envelope. Executors, administrators,
guardians, officers of corporations, and others signing in a fiduciary
capacity should state their full titles as such.
<PAGE>
MICRO GENERAL CORPORATION
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Thomas E. Pistilli and Linda Morton, and
each of them, as attorneys-in-fact and proxies for the undersigned, with full
power of substitution, to represent the undersigned and vote, as designated on
the reverse side of this proxy card, all of the shares of Common Stock of Micro
General Corporation which the undersigned is entitled to vote at the Annual
Meeting of Shareholders of Micro General Corporation to be held on May 20, 1997
or at any adjournment or continuation thereof:
(PLEASE SIGN AND DATE THE PROXY ON THE REVERSE SIDE)
