FREMONT GENERAL CORP
8-A12B/A, 1996-01-19
LIFE INSURANCE
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<PAGE>   1

                                 UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   FORM 8-A/A

                                AMENDMENT NO. 1


               FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                    PURSUANT TO SECTION 12(b) OR (g) OF THE
                        SECURITIES EXCHANGE ACT OF 1934


                             Fremont General Corporation                 
             (Exact name of Registrant as specified in its charter)


                 Nevada                                          95-2815260
(State of incorporation or organization)                      (I.R.S. Employer
                                                             Identification No.)


                     2020 Santa Monica Boulevard, Suite 600
                         Santa Monica, California 90404
              (Address of principal executive offices)   (Zip Code)


                             Fremont General Financing I                 
             (Exact name of Registrant as specified in its charter)


                Delaware                                      To Be Applied For
(State of incorporation or organization)                      (I.R.S. Employer
                                                             Identification No.)


         c/o Fremont General Corporation, 2020 Santa Monica Boulevard,
                   Suite 600, Santa Monica, California 90404
              (Address of principal executive offices) (Zip Code)

Securities to be registered pursuant to Section 12(b) of the Act:
<PAGE>   2
<TABLE>
<CAPTION>
                                                Name of each exchange
                                                on which each class is
     Title of each class                        to be registered
     to be so registered                        -----------------------
     -------------------
<S>                                             <C>
   ___% Trust Originated
   Preferred Securities(SM)                     New York Stock Exchange
   (Liquidation Amount $25
   per Preferred Security)
   of Fremont General
   Financing I

   ___% Junior Subordinated                     New York Stock Exchange
   Debentures due _____ of
   Fremont General Corporation

   Guarantee of Fremont General                 New York Stock Exchange
   Corporation with respect to
   the ___% Trust Originated
   Preferred Securities(SM)

   Back-up undertakings of                      New York Stock Exchange
   Fremont General Corporation
   in connection with the ___%
   Trust Originated Preferred
   Securities of Fremont General
   Financing I  
</TABLE>

Securities to be registered pursuant to Section 12(g) of the Act:


                                      None


(SM)Service Mark of Merrill Lynch & Co., Inc.
<PAGE>   3
Item 1.  Description of Registrant's Securities to be Registered

                 A description of the ____% Trust Originated Preferred
Securities(SM) (the "Preferred Securities") of Fremont General Financing I (the
"Trust"), the guarantee (the "Guarantee") of Fremont General Corporation
("Fremont General") with respect to the Preferred Securities, the ____% Junior
Subordinated Debentures due __________ of Fremont General and the Back-up
undertakings of Fremont General in connection with the Preferred Securities of
the Trust being registered hereby, are contained in the Registrants' Form S-3
Registration Statement filed with the Securities and Exchange Commission (the
"SEC") on December 5, 1995, as amended by Amendment No. 1 thereto filed with
the SEC under the headings "Description of the Preferred Securities,"
"Description of the Guarantee," "Description of Junior Subordinated Debentures,"
and "Effect of Obligations under the Junior Subordinated Debentures and the
Guarantee," and are hereby incorporated by reference.


(SM)Service Mark of Merrill Lynch & Co., Inc.
<PAGE>   4
                                   SIGNATURE


         Pursuant to the requirements of Section 12 of the Securities and
Exchange Act of 1934, each of the Registrants has duly caused this Amendment 
No. 1 to the registration statement to be signed on its behalf by the
undersigned, thereto duly authorized.

Date:  January 19, 1996

                                              FREMONT GENERAL CORPORATION
                                              as Sponsor


                                              By:  /s/ Wayne R. Bailey
                                                   -----------------------------
                                                   Wayne R. Bailey,
                                                   Executive Vice President,
                                                   Treasurer, and Chief
                                                   Financial Officer


                                              FREMONT GENERAL FINANCING I


                                              By:  /s/ Louis J. Rampino
                                                   -----------------------------
                                                   Louis J. Rampino, as Trustee

                                              By:  /s/ Wayne R. Bailey
                                                   -----------------------------
                                                   Wayne R. Bailey, as Trustee


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