<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
AMENDMENT NO. 1
Under the Securities Exchange Act of 1934
MICRO GENERAL CORPORATION
---------------------
(Name of Issuer)
Common Stock
------------
(Title of Class of Securities)
594838104
(CUSIP Number)
M'Liss Jones Kane
Senior Vice President and General Counsel
Fidelity National Financial, Inc.
17911 Von Karman Avenue, Suite 300
Irvine, CA 92614
(949) 622-4333
October 27, 1998
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 3d-1(b) (3) or (4), check the following [ ].
Check the following box if a fee is being paid with the statement [ ].
<PAGE> 2
CUSIP NO.: 594838104
(1) NAME OF REPORTING PERSON:
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
Fidelity National Financial, Inc.
86-0498599
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) (b)
(3) SEC USE ONLY
(4) SOURCE OF FUNDS: 00
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 3(d) or 3(e) [ ]
(6) CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
(7) SOLE VOTING POWER: 8,701,862
(8) SHARED VOTING POWER: N/A
(9) SOLE DISPOSITIVE POWER: 8,701,862
(10) SHARED DISPOSITIVE POWER: N/A
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 8,701,862
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES: [ ]
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):67.4%
(14) TYPE OF REPORTING PERSON: HC/CO
2
<PAGE> 3
Item 1
(a) Title of Class of Securities:
Common Stock $.05 Par Value
(b) Name of Issuer:
Micro General Corporation
(c) Address of Issuer's Principal Executive Offices:
2510 Redhill Avenue
Santa Ana, CA 92705
Item 2
(a) Identity and Background of Reporting Person:
Fidelity National Financial, Inc., a Delaware corporation
("Fidelity")
(b) Business Address:
17911 Von Karman Avenue, Suite 300
Irvine, CA 92614
(c) Principal Occupation and Business Address:
Fidelity is a holding company, and its principal business
is to manage and operate its subsidiaries. Fidelity's
business address is 17911 Von Karman Avenue, Suite 300,
Irvine, CA 92614.
(d) Reporting Person nor any of its officers or directors has, during
the last five years, been convicted in a criminal proceeding,
excluding traffic violations.
(e) Reporting Person nor any of its officers or directors has never
been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction wherein such a
proceeding resulted in or was subject to a judgement, decree or
final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
Item 3 - Source and Amount of Funds or Other Consideration:
See Item 4.
Item 4 - Purpose of Transaction:
Fidelity entered into a Convertible Note Purchase Agreement on October
27, 1998 whereby Fidelity agreed to make a series of loans (the "Note") to Micro
General Corporation (the "Company"). As an inducement Fidelity was given the
right to convert the Note into 3,133,333 shares of Micro General Corporation's
Common Stock, $.05 par value, at $4.50 per share.
Additionally, in an unrelated transaction on August 11, 1998, Fidelity
agreed to transfer warrants to purchase 100,000 shares of common stock of Micro
General Corporation and $500,000 of convertible debt (equal to 223,333 shares of
Common Stock of the Company) to a Micro General Corporation consultant.
3
<PAGE> 4
Item 5 - Interest in Securities of Issuer:
(a) Amount Beneficially Owned:
As of October 27, 1998, following the execution of the Convertible
Note Purchase Agreement and the transfer of debt to the Micro
General Corporation consultant, Fidelity has beneficial ownership of
8,701,862 fully diluted shares of Common Stock of Micro General
Corporation. Of these fully diluted shares Fidelity owns 5,331,216
shares of Common Stock of Micro General Corporation; (ii) warrants
to purchase 12,500 shares of Common Stock of Micro General
Corporation; (iii) debt of Micro General Corporation as of August,
1998 which is convertible into 224,813 shares of Common Stock of
Micro General Corporation under certain conditions; and (iv) debt of
Micro General Corporation as of October 27, 1998 which is
convertible into 3,133,333 shares of Common Stock of Micro General
Corporation under certain conditions.
Percent of Class:
Approximately 67.4% of the total fully diluted equity of Micro
General Corporation based on a fully diluted outstanding share
number of 12,925,723.
(b) Number of Shares as to which such person has:
(i) Sole Power to vote or to direct the vote:
8,701,862
(ii) Shared Power to vote or to direct the vote:
NONE.
(iii) Sole power to dispose or to direct the disposition:
8,701,862
(iv) Shared power to dispose or to direct the disposition of:
NONE.
(c) None.
(d) NOT APPLICABLE.
(e) NOT APPLICABLE.
Item 6 - Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of Issuer:
None.
Item 7 - Material filed as Exhibits in support of transaction prompting filing:
None.
4
<PAGE> 5
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.
November 20, 1998 Fidelity National Financial, Inc.,
a Delaware corporation
By: /s/ M'LISS JONES KANE
--------------------------------
M'Liss Jones Kane
Senior Vice President, General
Counsel and Secretary
5
