SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-K/A
Amendment No. 2 to
Annual report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the fiscal year ended December 31, 1997 Commission File No.0-8358
MICRO GENERAL CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 95-2621545
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
14711 Bentley Circle
Tustin, California 92780
(Address of principal executive offices)(Zip Code)
Registrant's Telephone Number, Including Area Code: (714) 731-0557
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.05 par value
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. YES X NO
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-
K or any amendment to this Form 10-K [ X ]
As of December 31, 1997, the aggregate market value of the voting stock
held by non-affiliates of the registrant was $985,052. As of December 31,
1997, the registrant had 1,949,666 shares of common stock, $.05 par value
outstanding.
The undersigned registrant hereby amends the following items, financial
statements, exhibits or other portions of its Annual Report on Form 10-K for
the fiscal year ended December 31, 1997, as set forth in the pages attached
hereto:
Item 12. Security Ownership of Certain Beneficial Owners and Management
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this Amendment No. 1 to
be signed on its behalf by the undersigned thereunto duly authorized.
Dated: April 28, 1998 MICRO GENERAL CORPORATION
By: /s/ Linda Morton
--------------------------
Linda Morton, Corporate Secretary
<PAGE>
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
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, 1998,
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
Nature of Percent of
Beneficial Outstanding
Name and Address Ownership of Common
of Beneficial Owner Common Stock (1) Stock (2)
- ------------------------- ---------------- -------------
<S> <C> <C>
Mr. Thomas E. Pistilli 60,334(1) 3.1
14711 Bentley Circle
Tustin, CA 92780
Fidelity National Financial, Inc. 731,216(2)(4) 38.5
3916 State St., 3rd floor
Santa Barbara, CA 93105
Mr. William P. Foley, II. 741,216(2)(4) 38.0
3916 State St., 3rd floor
Santa Barbara, CA 93105
Mr Carl A. Strunk. 741,216(2)(4) 38.0
3916 State St., 3rd floor
Santa Barbara, CA 93105
Richard H. Pickup 325,760(3)(4) 16.7
500 Newport Center Dr #550
Newport Beach, CA 92660
Dito Devcar Corporation 189,500(3) 9.7
3735 Howard Hughes Parkway #200
Las Vegas, NV 89109
Pickup Pension Plan 42,500(3) 2.2
500 Newport Center Dr. #550
Newport Beach, CA 92660
Dito Devcar L.P. 65,000(3) 3.3
3735 Howard Hughes Parkway #200
Las Vegas, NV 89109
John J. Cahill 11,000(5) 0.1
1040 Gulf Blvd.
Belleair Shore, FL 33786
George E. Olenik 10,000(6) 0.1
2138 Port Durness
Newport Beach, CA 92660
All Officers and Directors 1,414,650(7) 72.6
as a Group (9 persons)
</TABLE>
(1) Represents 3,334 shares held of record and the right to acquire
57,000 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 Executive Vice President-Finance respectively of
Fidelity National Financial Inc and Messrs. Foley and Strunk each
have the right to acquire 10,000 shares pursuant to presently
exercisable options.
(3) Represents 197,800 shares held of record by Mr. Pickup.
Additionally, 114,500 shares held of record by Dito Devcar
Corporation, 42,300 shares held by Pickup Pension Plan, and
65,000 shares held by Dito Devcar LLP. Mr. Pickup is affiliated
or has direct control of the shares listed.
(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
10,000 shares pursuant to presently exercisable options .
(6) Represents the right to acquire 10,000 shares pursuant to
presently exercisable options .
(7) Includes an aggregate of 125,000 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
59,000 additional shares covered by stock options which are not
currently, and within sixty days, will not be exercisable.
