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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
MICRO GENERAL CORPORATION
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
594838104
(CUSIP Number)
ALLEN D. MEADOWS
EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
FIDELITY NATIONAL FINANCIAL, INC.
17911 VON KARMAN AVENUE, SUITE 300
IRVINE, CALIFORNIA 92614
(949) 622-4333
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
MAY 14, 1998
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed on 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 this statement |_|.
NOTE: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page. The information required in the
remainder of this cover page shall not be deemed to be "filed" for the purpose
of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
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SCHEDULE 13D
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CUSIP NO. 594838104 PAGE 2 OF 5 PAGES
- ------------------------ ------------------------
================================================================================
1 NAME OF REPORTING PERSON: Fidelity National Financial, Inc.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: IRS No. 86-0498599
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF 7 SOLE VOTING POWER
SHARES 5,891,862
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY Inapplicable
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING 5,891,862
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PERSON 10 SHARED DISPOSITIVE POWER
WITH Inapplicable
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,891,862
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
72.7%
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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 "Securities"). The name and address
of the principal executive offices of the issuer of such securities is Micro
General Corporation, 14711 Bentley Circle, Tustin, California 92780 (the
"Company").
ITEM 2. IDENTITY AND BACKGROUND
The person filing this statement is Fidelity National Financial, Inc., a
Delaware corporation ("Fidelity"). Fidelity is a holding company, and its
principal business is to manage and operate its subsidiaries. The address of
Fidelity's principal business and principal office is 17911 Von Karman Avenue,
Irvine, California 92714. Neither Fidelity nor any of its officers or directors
has, during the last five years, been convicted in a criminal proceeding
(excluding traffic violations or similar proceedings), nor were any of them a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Fidelity obtained the Securities pursuant to an Agreement and Plan of
Reorganization whereby a wholly-owned subsidiary of the Company merged (the
"Merger") with and into ACS Systems, Inc. ("ACS"), an indirect subsidiary of
Fidelity, with ACS surviving the Merger as a wholly-owned subsidiary of the
Company. In connection with the Merger, all of the outstanding shares of ACS
were exchanged with the Company for 4,600,000 shares of Common Stock of the
Company.
ITEM 4. PURPOSE OF TRANSACTION
As disclosed in Fidelity's prior Schedule 13D and the Amendments
thereto, Fidelity has acquired shares of Common Stock of the Company for
investment purposes on prior occasions in 1995 and 1996. As a consequence of
those prior acquisitions, Fidelity obtained beneficial ownership of 35.7% of the
Company, and appointed two members of the Company's Board of Directors. Since
the last Statement on Schedule 13D filed with the Securities and Exchange
Commission ("SEC") on February 26, 1998, the Boards of Directors of Fidelity,
the Company and ACS determined that, based on market conditions and the
potential corporate synergies and respective economic situations of the Company,
Fidelity and ACS, it would be in the best interests of such entities to
effectuate the Merger, whereby ACS would become a wholly-owned subsidiary of the
Company, and, in exchange, Fidelity would gain a greater ownership interest in
the Company by obtaining the additional shares of Common Stock of the Company
issued to Fidelity pursuant to the Merger. As a result of obtaining the
Securities, Fidelity intends to provide additional financial resources to the
Company for its operations and exercise increased control of the operations and
management of the Company for the benefit of the Company and its stockholders
and Fidelity and its stockholders. Fidelity's increased control of the Company
shall be effectuated in part by means of the Company's Board of Directors which,
as a consequence of the Merger, has been increased from five (5) to eight (8)
directors in accordance with the Company's Bylaws, and the composition of which
shall have been changed pursuant to the due appointment of additional
individuals in accordance with the Company's Bylaws and the Delaware General
Corporation Law.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
As of May 14, 1998, after the consummation of the Merger and the
issuance of the Securities to Fidelity, Fidelity has beneficial ownership of
5,891,862 fully diluted shares of Common Stock of the Company, which constitutes
72.7% of the total fully diluted equity of the Company. Of those fully diluted
shares, Fidelity owns (i) 5,331,216 shares of Common Stock of the Company, (ii)
warrants to purchase 112,500 shares of Common Stock of the Company and (iii)
debt of the Company which is convertible into an aggregate of 448,146 shares of
Common Stock of the Company under certain conditions. Fidelity has the sole
power to vote and dispose of all such beneficially owned shares.
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
None.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
* 2.1 Agreement and Plan of Reorganization
* 2.2 Agreement of Merger
* Previously filed with the Securities and Exchange Commission on May
26, 1998 as exhibits to Fidelity's Form 8-K, and incorporated by reference
herein.
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SIGNATURE
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.
Date: May 28, 1998 Fidelity National Financial, Inc.,
a Delaware corporation
By: /s/ Allen D. Meadows
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Allen D. Meadows
Executive Vice President
Chief Financial Officer
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