<PAGE> 1
SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14(C)
OF THE SECURITIES EXCHANGE ACT OF 1934
Check the appropriate box:
[X] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14c-5(d)(2))
[ ] Definitive Information Statement
MICRO GENERAL CORPORATION
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(Name of Registrant As Specified in Charter)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE> 2
MICRO GENERAL CORPORATION
14711 BENTLEY CIRCLE
TUSTIN, CALIFORNIA 92780
To the Stockholders of Micro General Corporation:
Micro General Corporation, a Delaware corporation, (the "Company") is
amending its Certificate of Incorporation to increase the number of shares of
the Company's Common Stock from 10,000,000 shares to 20,000,000 shares (the
"Amendment").
Fidelity National Financial, Inc., which holds 5,331,216 shares of the
Company's Common Stock (representing approximately 67.4% of the issued and
outstanding shares), has consented in writing to the Amendment. Accordingly, the
required stockholder approval of the Amendment has been obtained and the Company
is not soliciting any further votes or written consents from stockholders with
respect to the Amendment.
This letter and the accompanying Information Statement are being
provided to comply with requirements of the Securities and Exchange Commission
and will serve as notice pursuant to Section 228 of the Delaware General
Corporation Law of the taking of the above corporate actions without a meeting
by less than unanimous written consent.
By Order of the Board of Directors,
/s/ M'LISS JONES KANE
------------------------------------
M'Liss Jones Kane
Secretary
Tustin, California
December __, 1998
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
THE ATTACHED MATERIAL IS BEING SENT TO YOU FOR INFORMATION PURPOSES ONLY.
<PAGE> 3
MICRO GENERAL CORPORATION
14711 BENTLEY CIRCLE
TUSTIN, CALIFORNIA 92780
INFORMATION STATEMENT
This Information Statement is being furnished by Micro General
Corporation, a Delaware corporation (the "Company" or "Micro General"), to the
holders of the Company's Common Stock, $.05 par value (the "Common Stock"), in
connection with an amendment to the Company's Certificate of Incorporation to
increase the authorized number of shares of Common Stock from 10,000,000 to
20,000,000 (the "Amendment"). The Amendment was approved by the Company's Board
of Directors on November 19, 1998.
Fidelity National Financial, Inc. ("Fidelity") has approved the
Amendment. Fidelity holds shares of Common Stock representing approximately
67.4% of the Company's issued and outstanding shares. Accordingly, all corporate
actions necessary to approve and adopt the Amendment have been taken, and no
further votes, proxies or consents of the Company's stockholders are required or
will be solicited in order to complete the Amendment. Pursuant to regulations
under the Securities Exchange Act of 1934 (the "Exchange Act"), the Amendment
will not become effective prior to December __, 1998.
The Company has asked brokers and other custodians as well as
fiduciaries to forward this Information Statement to the beneficial owners of
the Common Stock held of record by such persons and will reimburse such persons
for out-of-pocket expenses incurred in forwarding such materials.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A
PROXY.
The record date (the "Record Date") for the determination of
stockholders entitled to vote with respect to the Amendment is November 19, 1998
which was the date on which Fidelity approved the Amendment. All holders of the
Common Stock of record at the close of business on November 19, 1998 will
receive this Information Statement. This Information Statement is first being
mailed to the Company's stockholders on or about December ___, 1998.
VOTING SECURITIES
As of the Record Date, 7,910,452 shares of Common Stock were issued and
outstanding. Holders of Common Stock are entitled to one vote per share on all
matters to be voted on by stockholders of the Company.
VOTE REQUIRED
The vote or written consent of the holders of a majority of the
outstanding shares of Common Stock was necessary to approve the Amendment. As
discussed above, the Company has obtained a written consent from Fidelity for
the Amendment. As of the Record Date, Fidelity owned 5,331,216 shares of Common
Stock, representing approximately 67.4% of the outstanding shares of Common
Stock. Accordingly, the stockholder approval required to complete the Amendment
has been obtained. The Board of Directors does not intend to solicit any proxies
or consents from any other stockholder in connection with this action.
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<PAGE> 4
BENEFICIAL OWNERSHIP OF COMMON STOCK
The following table sets forth the beneficial ownership, as of the
Record Date, of the Common Stock held by each of the Company's directors, by
certain executive officers, by all directors and executive officers as a group
and by all persons known by the Company to be the beneficial owners of more than
5% of the Company's Common Stock. The information as to beneficial stock
ownership is based on data furnished by the persons concerning whom such
information is given.
<TABLE>
<CAPTION>
SHARES OF COMMON STOCK
BENEFICIALLY OWNED
------------------------------------
NAME AND ADDRESS NUMBER OF SHARES PERCENT OF TOTAL
---------------- ---------------- ----------------
<S> <C> <C>
Fidelity National Financial, Inc................... 8,701,862 (1) 77.1%
17911 Von Karman Avenue., #300
Irvine, CA 92714
Richard H. Pickup.................................. 1,782,559 (2) 19.4%
Wedbush Morgan Securities
610 Newport Center Drive, #1300
Newport Beach, CA 92660
William P. Foley, II............................... 213,333 (3) 2.6%
Patrick F. Stone................................... 200,000 (3) 2.5%
Thomas E. Pistilli................................. 77,000 (4) *
S. Bruce Crair..................................... 66,667 (3) *
Carl A. Strunk..................................... 30,000 (3) *
George E. Olenik................................... 20,000 (3) *
John Snedegar...................................... 523,333 (5) 6.2%
Mark Atlaway....................................... 25,000 (3) *
Brooks Corbin...................................... 10,000 (3) *
Ernest Ellis....................................... 18,750 (3) *
Anthony Park....................................... 0 --
Jeff Sanderson..................................... 25,000 (3) *
M'Liss Jones Kane.................................. 0 --
All Officers and Directors as a Group (14 Persons). 2,991,642 (6) 28.7%
</TABLE>
- ------------------
* Represents less than 1%.
(1) Includes 3,358,146 shares issuable upon conversion of convertible debt held
by a subsidiary of Fidelity and 12,500 shares issuable upon the exercise of
warrants to purchase Common Stock.
(2) Includes an aggregate of 494,600 shares held of record by entities with
which Mr. Pickup is affiliated and an aggregate of 1,287,959 shares
issuable upon the exercise or conversion of options and warrants to
purchase Common Stock and convertible securities.
(3) Issuable pursuant to exercisable stock options.
(4) Includes 73,666 shares issuable pursuant to exercisable stock options.
(5) Issuable pursuant to exercisable stock options, warrants and convertible
securities.
(6) Includes an aggregate of 2,510,375 shares issuable pursuant to exercisable
stock options, warrants to purchase Common Stock and convertible
securities.
The number of shares of Common Stock beneficially owned by Fidelity and
Messrs. Pickup and Snedegar assume the Company has borrowed all amounts
available to it under a $15 million convertible note purchase agreement. As of
the Record Date, $7.8 million of such borrowings were outstanding.
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<PAGE> 5
THE AMENDMENT
On November __, 1998, the Company's Board of Directors approved an
amendment to the Certificate of Incorporation of the Company to increase the
number of authorized shares of Common Stock from 10,000,000 shares to
20,000,000. The increase in the amount of authorized Common Stock was
subsequently approved by Fidelity on the Record Date by means of an action by
written consent.
The increase in the number of authorized shares of Common Stock was
approved in order to provide the Company with additional shares of Common Stock
available for issuance from time to time for such purposes and consideration as
the Board of Directors may approve. Such purposes may include but are not
limited to public or private sales of Common Stock in financing transactions,
acquisitions or other corporate purposes, as well as stock dividends, stock
option plans and other stock-based incentive or compensation programs. As of
November 19, 1998, the total number of outstanding shares of Common Stock,
together with shares committed under outstanding stock options and warrants and
convertible note purchase agreements, exceeded 10,000,000 shares. No further
vote of stockholders of the Company will be required, except as required by law,
for the issuance of such additional shares. Accordingly, the availability of
additional shares of Common Stock for issuance, without the delay and expense of
obtaining stockholder approval, will afford the Company greater flexibility in
acting upon opportunities and transactions, if any, which may arise in the
future.
The Amendment will become effective upon the filing of a Certificate of
Incorporation in the office of the Delaware Secretary of State, which will occur
on or promptly after December ___, 1998.
By Order of the Board of Directors
/s/ M'LISS JONES KANE
------------------------------------
M'Liss Jones Kane
Secretary
Tustin, California
December __, 1998
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