As filed with the Securities and Exchange Commission on December 10, 1996
Registration No. ___-__________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------
FORM S-8/S-3
REGISTRATION STATEMENT
(Including registration of shares for resale by means of a Form S-3 Prospectus)
Under
THE SECURITIES ACT OF 1933
------------------------
FREMONT GENERAL CORPORATION
(Exact name of registrant as specified in charter)
------------------------
Nevada 95-2815260
------------------------ ------------------------
(State of incorporation) (I.R.S. Employer Identification No.)
2020 Santa Monica Blvd., Suite 600
Santa Monica, California 90404
------------------------
(Address of principal executive offices)
1995 RESTRICTED STOCK AWARD PLAN
(Full title of the plan)
------------------------
Louis J. Rampino
President and Chief Operating Officer
Fremont General Corporation
2020 Santa Monica Blvd., Suite 600
Santa Monica, California 90404
(310) 315-5500
------------------------
(Name, address, and telephone number, including area code, of agent for service)
Copy to:
Elizabeth R. Flint, Esq.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, CA 94304-1050
(415) 493-9300
- --------------------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Title of Maximum Proposed Proposed Amount of
Securities Amount Maximum Maximum Registration
to be to be Offering Aggregate Fee
Registered Registered Price Per Offering
Share(1) Price(1)
- ----------- ----------- --------- --------------- ------------
<S> <C> <C> <C> <C>
Common Stock, $1.00 par value
Issued under 1995 Restricted Stock Award Plan...... 2,068,210 shares $ 29.75 $61,529,247.50 $ 18,646.00
================================================================================
<FN>
(1) The proposed maximum offering price of $29.75 per share was computed in
accordance with Rule 457(c) under the Securities Act of 1933 by averaging
the high and low prices of a share of Fremont General Corporation Common
Stock as reported in the New York Stock Exchange consolidated reporting
system on December 6, 1996.
</FN>
</TABLE>
<PAGE>
PROSPECTUS
FREMONT GENERAL CORPORATION
2,068,210 Shares
Common Stock
--------------------------------------
This Prospectus relates to 2,068,210 shares of the Common Stock (the
"Common Stock") of Fremont General Corporation (the "Company") which were
awarded to the individuals named herein (the "Plan Participants") under the
Company's 1995 Restricted Stock Award Plan, As Amended (the "Plan"). The Plan is
a long term employee benefit plan for officers, directors and employees that is
designed to attract and retain these individuals and to maximize shareholder
value by aligning the interests of such individuals with those of the
shareholders through equity ownership.
All shares of Common Stock awarded under the Plan are restricted and may
not be sold by Plan Participants until these restrictions lapse. Ten percent of
each Plan Participant's shares are generally released from the Company's
reacquisition option on the first designated release date and on each of the
nine anniversaries thereafter, provided that the Plan Participant's status as an
employee or director has not terminated and the Company has not exercised its
reacquisition option. All of the shares issued under the Plan are held in escrow
by the Company for the account of each Plan Participant pending the release of
the restrictions.
The Registration Statement of which this Prospectus forms a part is being
filed to enable the Plan Participants, if they so elect, to sell unrestricted
shares of Common Stock in the public market from time to time. All shares
awarded to Plan Participants have been included even though only one-tenth
(1/10) of the shares will become available for sale each year.
It is anticipated that Plan Participants that do elect to sell all or a
portion of their shares will do so in one or more of the following ways: (i) on
the New York Stock Exchange at the prevailing prices on the date of sale or (ii)
to the Company, the Company's Employee Stock Ownership Plan, or the Company's
Grantor Trust (an Employee Benefits Trust) at the prevailing prices on the New
York Stock Exchange on the date of sale. See "Distribution." The Company may
receive a portion of the proceeds from sales made hereunder to cover state,
federal and FICA withholding tax requirements of the Plan Participants. The Plan
Participants will bear all sales commissions and similar expenses. Any other
expenses incurred by the Company in connection with the registration and
offering, and not borne by the Plan Participants, will be borne by the Company.
Each Plan Participant and any broker executing selling orders on behalf of
a Plan Participant may be deemed to be an "underwriter" within the meaning of
the Securities Act of 1933, as amended (the "Securities Act") in which event
commissions received by such broker may be deemed to be underwriting commissions
under the Securities Act.
The Common Stock is traded on the New York Stock Exchange (NYSE Symbol:
FMT). On December 6, 1996, the last reported sale price of the Common Stock was
$29.875 per share.
--------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
-------------------------------------
The date of this Prospectus is December 10, 1996
<PAGE>
No person is authorized to give any information or to make any
representations, other than those contained in this Prospectus, in connection
with the offering described herein, and, if given or made, such information or
representations must not be relied upon as having been authorized by the Company
or any Plan Participant. This Prospectus does not constitute an offer to sell,
or a solicitation of an offer to buy, nor shall there be any sale of these
securities by any person in any jurisdiction in which it is unlawful for such
person to make such offer, solicitation or sale. Neither the delivery of this
Prospectus nor any sale made hereunder shall under any circumstances create an
implication that the information contained herein is correct as of any time
subsequent to the date hereof.
The Company hereby undertakes to provide without charge to each person,
including each beneficial owner, to whom a copy of this Prospectus is delivered,
upon written or oral request of any such person, a copy of any and all of the
information that has been or may be incorporated by reference in this
Prospectus, other than exhibits to such documents. Requests for such copies
should be directed to Wayne R. Bailey, Executive Vice President, Treasurer and
Chief Financial Officer, Fremont General Corporation, 2020 Santa Monica
Boulevard, Suite 600, Santa Monica, California 90404. The Company's telephone
number at this location is (310) 315-5500.
The Company is subject to the informational reporting requirements of the
Securities Exchange Act of 1934, as amended, and in accordance therewith files
reports, proxy and information statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy and
information statements and other information can be inspected and copied at the
Public Reference Room of the Commission, 450 Fifth Street, N.W., Washington,
D.C. 20549 and at the Commission's regional offices at 500 West Madison Street,
Suite 1400, Chicago, IL 60661 and Seven World Trade Center, 13th Floor, New
York, NY 10048; and copies of such material can be obtained from the Public
Reference Section of the Commission, Washington, D.C. 20549, at prescribed
rates. In addition, the Commission maintains a web site that contains such
material regarding registrants, including the Company, which file electronically
with the Commission. The address of such web site is http://www.sec.gov. The
Company's Common Stock is traded on the New York Stock Exchange, and the
foregoing materials are also available for inspection at the offices of such
Exchange, which offices are located at 20 Broad Street, New York, New York
10005.
This Prospectus contains information concerning the Company and any sale of
its Common Stock by the Plan Participants, but does not contain all the
information set forth in the Registration Statement which the Company has filed
with the Securities and Exchange Commission under the Securities Act. The
Registration Statement, including various exhibits, may be inspected at the
Commission's office in Washington, D.C.
2
<PAGE>
THE COMPANY
The Company is a nationwide property and casualty insurance and financial
services holding company that operates through its wholly-owned subsidiaries in
select businesses in niche markets. The three core operating lines of business
are workers' compensation insurance underwriting, real estate lending and
commercial finance lending. Additionally, on a smaller scale, the Company is
involved in underwriting various other insurance products. From its inception in
1972 to the present, the Company has conducted its business as a Nevada
corporation. The executive offices of the Company are located at Fremont General
Corporation, 2020 Santa Monica Boulevard, Suite 600, Santa Monica, California
90404, and its telephone number is (310) 315-5500.
PLAN PARTICIPANTS
All shares of Common Stock awarded to individuals under the Plan are
restricted and may not be sold by Plan Participants until these restrictions
lapse. Ten percent of each Plan Participant's shares are generally released from
the Company's reacquisition option on the first designated release date and on
each of the nine anniversaries thereafter, provided that the Plan Participant's
status as an employee or director has not terminated and the Company has not
exercised its reacquisition option. Each Plan Participant will determine whether
to sell the shares of Common Stock which are released from restriction at his or
her own discretion. The Company may receive a portion of the proceeds from sales
made hereunder to cover state, federal, and FICA withholding tax requirements of
the Plan Participants.
Except as otherwise set forth below, none of the Plan Participants is an
executive officer or director of the Company and none of the Plan Participants
beneficially own, individually or in the aggregate, more than 1% of the
outstanding shares of Common Stock of the Company. The following table sets
forth certain information with respect to the Plan Participants' beneficial
ownership of the Company's common stock as of November 7, 1996, and as adjusted
to reflect the sale of the Common Stock by such Plan Participants pursuant to
this Prospectus, if such Common Stock were to be sold.
Pursuant to Commission rules, the Company has included all Plan
Participants who would be eligible to sell their securities under this
registration statement and all shares of Common Stock beneficially owned by such
Plan Participants, whether or not they have a present intent to sell any or all
of such shares hereunder.
3
<PAGE>
<TABLE>
<CAPTION>
Shares
Awarded to
Plan
Participants
that will be Shares Beneficially
Number of Shares Available Owned After
Beneficially Owned as of for Resale as Offering (if all Registered
November 7, 1996(1)(2) Restrictions shares are sold)(1)(2)
--------------------------- ------------ ---------------------------
Name Number Percent Lapse Number Percent
<S> <C> <C> <C> <C> <C>
James A. McIntyre (3)............... 2,566,622 9.2 446,600 2,120,022 7.6
Wayne R. Bailey (4)................. 416,375 1.5 206,400 209,975 *
Alan W. Faigin (5).................. 55,182 * 21,250 33,932 *
Houston I. Flournoy (6)............. 41,890 * 26,000 15,890 *
C. Douglas Kranwinkle (7)........... 45,595 * 26,000 19,595 *
Raymond G. Meyers (8)............... 274,790 * 123,000 151,790 *
David W. Morrisroe (9).............. 44,945 * 26,000 18,945 *
Louis J. Rampino (10)............... 662,931 2.4 308,160 354,771 1.3
Dickinson C. Ross (11).............. 47,822 * 26,000 21,822 *
James E. Little (12)................ 416,296 1.5 194,500 221,796 *
Other Plan Participants (each
holding less than one
percent) (13)................... 1,825,443 6.6 664,300 1,161,143 4.0
-------------- --------- ---------
TOTAL 6,397,891 22.2 2,068,210 4,329,681 15.0
</TABLE>
* Less than 1%.
(1) All shares awarded under the Plan become unrestricted and are released to
Plan Participants over a ten year period. The information included in this
chart assumes that (i) each Plan Participant will continue to be an
employee or director of the Company for the entire ten year period during
which the Company has a reacquisition option and (ii) he or she will elect
to sell all shares received under the Plan. These assumptions have been
made under the rules of the Commission and do not reflect any knowledge
that the Company has with respect to the present intent of the Plan
Participants.
(2) Based on 27,501,132 shares of Common Stock outstanding as of November 7,
1996. Beneficial ownership is determined in accordance with the rules of
the Securities and Exchange Commission. In computing the number of shares
beneficially owned by a person and the percentage ownership of that
person, shares of Common Stock subject to options held by that person that
are currently exercisable or will become exercisable within 60 days of
November 7, 1996 are deemed outstanding.
(3) Mr. McIntyre has served as Chairman of the Board and Chief Executive
Officer of the Company for more than three years prior to the date of this
Prospectus. In addition, Mr. McIntyre owns beneficially 20,000 shares,
less than 1%, of Fremont General Financing I (a wholly owned subsidiary of
the Company) 9% Trust Originated Preferred Securities (TOPrS)_ (service
marks of Merrill Lynch & Company.) Such securities are non-voting.
(4) Mr. Bailey is Executive Vice President, Treasurer and Chief Financial
Officer of the Company and has served as an executive officer for more
than three years prior to the date of this Prospectus, and as a Director
of the Company since 1996.
(5) Mr. Faigin has been employed by the Company for more than three years
prior to the date of this Prospectus, and has served as Secretary and
General Counsel of the Company since 1996.
(6) Dr. Flournoy has served as a Director of the Company for more than three
years prior to the date of this Prospectus. In addition, Dr. Flournoy owns
beneficially 175 shares, less than 1%, of Fremont General Financing I (a
wholly owned subsidiary of the Company) 9% Trust Originated Preferred
Securities (TOPrS)sm (service marks of Merrill Lynch & Company.) Such
securities are non-voting.
4
<PAGE>
(7) Mr. Kranwinkle has served as a Director of the Company for more than
three years prior to the date of this Prospectus.
(8) Mr. Meyers has been employed by the Company for more than three years
prior to the date of this Prospectus, and has served as Senior Vice
President and Chief Administrative Officer of the Company since 1994.
(9) Mr. Morrisroe has served as a Director of the Company for more than three
years prior to the date of this Prospectus.
(10) Mr. Rampino is President and Chief Operating Officer of the Company and
has served as an executive officer for more than three years prior to the
date of this Prospectus, and as a Director of the Company since 1994.
(11) Mr. Ross has served as a Director of the Company for more than three years
prior to the date of this Prospectus.
(12) Mr. Little has served as President of Fremont Insurance Group for more
than three years prior to the date of this Prospectus.
(13) The other Plan Participants, each of whom beneficially owns less than one
percent of the Company's issued and outstanding Common Stock, and each of
whom is an employee of the Company or a wholly owned subsidiary of the
Company, are as follows: Charles F. Alcantar; Carol Atkinson; Darrell, J.
Baird; Victor D. Barwig; Salvatore C. Bianco; Pamela H. Blackmore; Stella
J. Bobak; Thomas Brady; Sarah R. Branigan ; Robert M. Brichacek; David N.
Brody; Alan D. Buckingham; Robert Cano; Joseph A. Cardenas; Carlos E.
Chang; David R. Cochran; Gwyneth E. Colburn; Matthew J. Colgan; Robert
Connor; Alana Cox; Kim Crist; Linda S. Darga; Donald M. Davis; Brian S.
Davis; Kenneth F. Demski; Thomas P. Derenze; Avo Deukmejian; John
Donaldson; Paul Dubois; Linda C. Dudash; Bruce English; Robert J. Esmail;
Jonathan S. Fuhrman; Linda I. Gaide; Richard A. Gajda; David F. Gardner;
Peter K. Geike; Norton M. Geller; K. D. Gena; Craig A. Gilmour; Robert
Paul Goldsworthy; Michael W. Goodin; Robert J. Gore; Robert A. Grana;
William D. Granato; Troy A. Grande; Philip E. Grassbaugh; Raymond E.
Green; Robin A. Gregory; Ronald Groden; Steven C. Gross; Michele P. Gust;
Michael Guyton; Neal E. Haberman; Bert D. Haboucha; Andrew D. Hall; Andrew
P. Hanson; Gary C. Harrigian; Jacqueline Hassett; Marilyn I. Hauge; David
J. Helmes; David D. Henderson; Patricia A. Henry; Ronald F. Herzig; Sara
A. Heza; William J. Hillstrom; Elizabeth Hilton; Elaine E. Himeno; Gilbert
Carl Hubbell; Diana L. Jarrett; Mark A. Javurek; Brian D. Johnson; John B.
Johnson; Rodney M. Johnston; Paul E. Jordan; Philip Jue; Michael T.
Justice; Michael S. Karr; John H. Kim; Curtis A. Kirkland; David R.
Klages; Bruce Krall; David M. Krebs; Henry Krizl; Gregory C. Lacker; Doris
K. T. Lai; Patrick E. Lamb; Alan M. Lapidus; Robin J. Lee; Michael Liddy;
Perrin Y. Lim; Jeffrey B. Lizar; Michael A. Loehr; Mark A. Looft; Scott S.
Manlin; Randall Mark; Thomas M. Masuguchi; Nicole F. Maury; Noel P.
Mayfield; Kenneth M. McKinley; Diane Meyerson; Scott H. Mitchell; Cynthia
Morrison; Mahsha Motamedi; Michael A. Mueller; Bernard I. J. Nadel; John
P. Neher; Roger P. Newman; Bradley K. Nichols; Carrie L. Nikols; Jerry F.
Noles; Scott R. Noyce; Steven Ogus; William B. O'Hara; Ranney P. Pageler;
Steven K. Patton; Douglas C. Payne; James E. Perrotta; Jay C. Peterson;
John L. Phelan; Arthur C. Placek; Daniel G. Platt; Kathleen Pogran;
Anthony R. Pokorny; Jay B. Provo; Richard C. Pugh; Denise K. Richardson;
Josephine Roberts; Wayne Rog; John F. Roughan; Eva M. Satori; Barbara J.
Scanlan; Nancy M. Schnurstein; Debbie Sammons Semnanian; Thomas M.
Shimada; Carolyn Y. Shimono; Louis A. Silver; Allyson B. Simpson; Gerald
N. Slentz; Geoffry A. Smith; Barbara J. Sprague; Thomas M. Stanley; Carol
A. Steffen; Susan H. Stephens; William H. Steurer; Michael T. Stock;
Leonard Stowe; Laura M. Strange; B. Morgyn Taylor; Gary P. Taylor; Robert
N. Tenney; Nick Terbovic; William E. Timothy; Will M. Verigin; Sandra
Walder; Kyle R. Walker; John P. Walsh; Del A. Walter; Ronald R. Warwick;
Suzanne T. Watanabe; Leroy J. Wendt; Signe N. Wetteland; Thomas C.
Whitesell; Mary E. Wilkman; John W. Willis; Michael W. Wingard; Emmett M.
Witt; Jill A. K. Yamashiro; Jeffrey Zangrilli; John Ziniewicz; and Murray
L. Zoota.
5
<PAGE>
PLAN OF DISTRIBUTION
All shares of Common Stock awarded under the Plan are restricted and may
not be sold by Plan Participants until these restrictions lapse. Ten percent of
each Plan Participant's shares are generally released from the Company's
reacquisition option on the first designated release date and on each of the
nine anniversaries thereafter, provided that the Plan Participant's status as an
employee or director has not terminated and the Company has not exercised its
reacquisition option with respect to the restricted shares. All of the shares
issued under the Plan are held in escrow by the Company for the account of each
Plan Participant pending the release of the restrictions thereon. This
Registration Statement is being filed to enable the Plan Participants, if they
so elect, to sell their unrestricted shares of Common Stock in the public market
from time to time. All shares awarded to Plan Participants have been included
even though only one-tenth (1/10) of the shares will become available for sale
each year.
It is anticipated that Plan Participants who do elect to sell shares will
do so in one or more of the following ways: (i) on the New York Stock Exchange
at the prevailing prices on the date of sale or (ii) to the Company, the
Company's Employee Stock Ownership Plan, or the Company's Grantor Trust (an
Employee Benefits Trust) at the prevailing prices on the New York Stock Exchange
on the date of sale. The Plan Participants may also make private sales directly
or through a broker or brokers, who may act as agent or as principal. Further,
the Plan Participants may choose to dispose of the shares registered hereby by
gift to a third party or as a donation to a charitable or other non-profit
entity. In connection with any sales, the Plan Participants and any brokers
participating in such sales may be deemed to be underwriters within the meaning
of the Securities Act. The Company may receive a portion of the proceeds from
sales made hereunder to cover state, federal and FICA withholding tax
requirements of the Plan Participants.
Any broker-dealer participating in such transactions as agent may receive
commissions from the Plan Participants (and, if such broker acts as agent for
the purchaser of such shares, from such purchaser). Usual and customary
brokerage fees will be paid by the Plan Participants. Broker-dealers may agree
with the Plan Participants to sell a specified number of shares at a stipulated
price per share, and, to the extent such a broker-dealer is unable to do so
acting as agent for the Plan Participants, to purchase as principal any unsold
shares at the price required to fulfill the broker-dealer commitment to the Plan
Participants. Broker-dealers who acquire shares as principal may thereafter
resell such shares from time to time in transactions (which may involve block
transactions and which may involve sales to and through other broker-dealers,
including transactions of the nature described above) on the New York Stock
Exchange, in negotiated transactions or otherwise at market prices prevailing at
the time of sale or at negotiated prices, and in connection with such resales
may pay to or receive from the purchasers of such shares commissions computed as
described above.
The Company has advised the Plan Participants that the anti-manipulation
rules, Rules 10b-6 and 10b-7 under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), may apply to sales in the market. The Company has
also informed the Plan Participants of the possible need for delivery of copies
of this Prospectus. The Plan Participants may indemnify any broker-dealer that
participates in transactions involving the sale of the shares against certain
liabilities, including liabilities arising under the Securities Act. Any
commissions paid or any discounts or concessions allowed to any such
broker-dealers, and, if any such broker-dealers purchase shares as principal,
any profits received on the resale of such shares, may be deemed to be
underwriting discounts and commissions under the Securities Act.
Upon the Company's being notified by the Plan Participants that any
material arrangement has been entered into with a broker-dealer for the sale of
shares through a block trade, a supplemental prospectus will be filed under Rule
424(c) under the Securities Act, setting forth the name of the participating
broker-dealer(s), the number of shares involved, the price at which such shares
were sold by the Plan Participants, the commissions paid or discounts or
concessions allowed by the Plan Participants to such broker-dealer(s), and where
applicable, that such broker-dealer(s) did not conduct any investigation to
verify the information set out in this Prospectus.
6
<PAGE>
Any securities covered by this Prospectus which qualify for sale pursuant
to Rule 144 under the Securities Act may be sold under that Rule rather than
pursuant to this Prospectus, provided that such securities are available for
resale under the Plan. In general, under Rule 144 as currently in effect, a
person (or persons whose shares are aggregated), including any person who may be
deemed to be an "affiliate" of the Company, is entitled to sell within any three
month period "restricted shares" (as that term is defined in Rule 144, not the
Plan) beneficially owned by him or her in an amount that does not exceed the
greater of (i) 1% of the then outstanding shares of Common Stock or (ii) the
average weekly trading volume in shares of Common Stock during the four calendar
weeks preceding such sale, provided that at least two years have elapsed since
such shares were acquired from the Company or an affiliate of the Company. Sales
are also subject to certain requirements as to the manner of sale, notice and
availability of current public information regarding the Company. However, a
person who has not been an "affiliate" of the Company at any time within three
months prior to the sale is entitled to sell his or her shares without regard to
the volume limitations or other requirements of Rule 144, provided that at least
three years have elapsed since such shares were acquired from the Company or an
affiliate of the Company.
INFORMATION INCORPORATED BY REFERENCE
There are hereby incorporated by reference in this Prospectus the
following documents and information heretofore filed with the Commission:
(1) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995, as filed with the Commission on April 1, 1996.
(2) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1996, as filed with the Commission on May 15, 1996.
(3) The Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1996, as filed with the Commission on August 14, 1996.
(4) The Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1996, as filed with the Commission on November 14, 1996.
(5) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A filed March 17, 1993 pursuant to
Section 12(b) of the Exchange Act.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities registered have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Prospectus and to be part hereof
from the date of filing of such documents.
7
<PAGE>
FREMONT GENERAL CORPORATION
REGISTRATION STATEMENT ON FORM S-8/S-3
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
There are hereby incorporated by reference in this Prospectus the
following documents and information heretofore filed with the Commission:
(1) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995, as filed with the Commission on April 1, 1996.
(2) The Company's Quarterly Report on Form 10-Q for the quarter ended March
31, 1996, as filed with the Commission on May 15, 1996.
(3) The Company's Quarterly Report on Form 10-Q for the quarter ended June
30, 1996, as filed with the Commission on August 14, 1996.
(4) The Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1996, as filed with the Commission on November 14, 1996.
(5) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A filed March 17, 1993 pursuant to
Section 12(b) of the Exchange Act.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities registered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be part hereof
from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Restated Certificate of Incorporation limits the monetary
liability of its directors to the Company or its stockholders for breach of such
directors' fiduciary duty to the fullest extent permitted by the law of the
State of Nevada ("Nevada Law"), as it is amended from time to time.
Under the Company's Bylaws, the Company is required, to the maximum extent
and in the manner permitted by Nevada law, to indemnify each of its directors
and officers against expenses, judgments, fines, settlements, and other amounts
actually and reasonably incurred in connection with any proceeding, arising by
reason of the fact that such person is or was an agent of the corporation. For
the purposes of the Bylaws, a "director" or "officer" of the Company includes
any person (i) who is or was a director or officer of the Company, (ii) who is
or was serving at the request of the Company as a director or officer of another
corporation, partnership, joint venture, trust or other enterprise, or (iii) who
was a director or
<PAGE>
officer of a corporation which was a predecessor corporation of the Company or
of another enterprise at the request of such predecessor corporation.
The Company is also required to pay all expenses incurred in defending any
civil or criminal action or proceeding for which indemnification is required
under the Bylaws in advance of the final disposition of such action or
proceeding upon receipt of an undertaking by or on behalf of the indemnified
party to repay such amount if it shall ultimately be determined that the
indemnified party is not entitled to be indemnified as authorized in the Bylaws.
The Bylaws further provide that the corporation shall have the power to
purchase and maintain insurance on behalf of any person who is or was a director
or officer of the Company against any liability asserted against or incurred by
such person in such capacity or arising out of such person's status as such,
whether or not the Company would have the power to indemnify such person against
such liability under the provisions of the Bylaws.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
In Release No. 33-6188 (the "1980 Release"), the staff of the Division of
Corporate Finance of the Commission (the "Staff") has taken the position that
where no offer or sale is involved, the distribution or actual delivery of
employer stock by a plan to individual plan participants is not an event that
requires registration. In the 1980 Release, the Staff also concluded that stock
awarded under "stock bonus plans," which grant employer stock to employees at no
direct cost to them, generally need not be registered. In the opinion of the
Staff, such registration is not necessary because employees have not contributed
cash or any other direct consideration to such plans in return for the stock
awarded to them, and thus no "sale" has taken place.
The Plan Participants acquired all of the shares registered hereby through
awards granted by the Company under the Plan. Under the Plan, participants
receive stock awards upon selection by the plan administrator, without any
contribution of cash or other direct consideration. For this reason, the Company
believes that the distribution of stock to its employees under the Plan did not
involve a "sale," and thus did not constitute a registrable event.
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
Exhibit Number Description
-------------- ---------------------------------------------
<C> <S>
4.1 1995 Restricted Stock Award Plan, as amended and forms of agreement thereunder.
4.2 Portions of Restated Articles of Incorporation of the Company defining the Rights of Common
Stock Holders (Filed as Exhibit No. 3.1 to Registration Statement on Form S-3, Commission
File Number 33-64771, which was declared effective on March 1, 1996, and incorporated
herein by reference.)
4.3 Portions of Amended and Restated Bylaws of the Company defining the Rights of Common Stock
Holders (Filed as exhibit 3.3 to Report on Form 10-K, for the Fiscal Year Ended
December 31, 1995, Commission File Number 1-8007, and incorporated herein by reference.)
5.1 Opinion of Counsel as to legality of shares.
23.1 Independent Auditors' Consent.
24.1 Power of Attorney (see page II-4 of this Registration Statement).
</TABLE>
II-2
<PAGE>
ITEM 9. UNDERTAKINGS.
A. The Company hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement to include
any material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed to be a
new Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
B. The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by reference in the
Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
C. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to law, the Company's Certificate of Incorporation,
Bylaws or indemnification agreements, the Company has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act and is therefore
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer or controlling person of the Company in a successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, the
Company will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the
question of whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8/S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Santa Monica, State of California, on this 9th day of
December, 1996.
FREMONT GENERAL CORPORATION
By: /s/ LOUIS J. RAMPINO
----------------------
Louis J. Rampino,
President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints James A. McIntyre, Louis J. Rampino and
Wayne R. Bailey, and each of them, as his or her attorney-in-fact, with full
power of substitution in each, for him or her in any and all capacities to sign
any amendments to this Registration Statement on Form S-8/S-3, and to file the
same, with exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, hereby ratifying and confirming all that
said attorney-in-fact, or his substitutes, may do or cause to be done by virtue
hereof.
II-4
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------- ------------------------------------ ----------------
<C> <S> <C>
/s/ JAMES A. McINTYRE Chairman of the Board and December 9, 1996
- ------------------------- Chief Executive Officer
James A. McIntyre (Principal Executive Officer)
/s/ LOUIS J. RAMPINO President, Chief Operating December 9, 1996
- ------------------------- Officer and Director
Louis J. Rampino
/s/ WAYNE R. BAILEY Executive Vice President, December 9, 1996
- ------------------------- Treasurer, Chief Financial
Wayne R. Bailey Officer (Principal Financial
Officer) and Director
/s/ JOHN A. DONALDSON Controller and Chief Accounting Officer December 9, 1996
- ------------------------- (Principal Accounting Officer)
John A. Donaldson
/s/ HOUSTON I. FLOURNOY Director December 9, 1996
- -------------------------
Houston I. Flournoy
/s/ C. DOUGLAS KRANWINKLE Director December 9, 1996
- -------------------------
C. Douglas Kranwinkle
/s/ DAVID W. MORRISROE Director December 9, 1996
- -------------------------
David W. Morrisroe
/s/ DICKINSON C. ROSS Director December 9, 1996
- -------------------------
Dickinson C. Ross
</TABLE>
II-5
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
EXHIBITS
Registration Statement on Form S-8/S-3
FREMONT GENERAL CORPORATION
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Sequentially
Number Description Numbered Page
- ----------- ----------------------------------------------------------------------------------- -------------
<C> <S> <C>
4.1 1995 Restricted Stock Award Plan, as amended, and forms of agreement thereunder ...
4.2 Portions of Restated Articles of Incorporation of the Company defining the Rights
of Common Stock Holders (Filed as Exhibit No. 3.1 to Registration Statement on
Form S-3, Commission File Number 33-64771, which was declared effective on March
1, 1996, and incorporated herein by reference.) ...................................
4.3 Portions of Amended and Restated By-Laws of the Company defining the Rights of
Common Stock Holders (Filed as exhibit 3.3 to Report on Form 10-K, for the Fiscal
Year Ended December 31, 1995, Commission File Number 1-8007, and incorporated
herein by reference.) .............................................................
5.1 Opinion of Counsel as to legality of shares .......................................
23.1 Independent Auditors' Consent .....................................................
24.1 Power of Attorney (see page II-4 of this Registration Statement) ..................
</TABLE>
1995 RESTRICTED STOCK AWARD PLAN, AS AMENDED*
1. PURPOSE OF THE PLAN.
The purpose of the Plan is to provide for the award by the Company of
Common Stock to Participants to increase shareholder value and to promote
the success of the Company's business by (a) motivating Participants to
perform to the best of their abilities, and (b) increasing the desire of
such Participants to continue their employment with the Company. The Plan's
goals are to be achieved by providing such Participants with awards of
Restricted Stock.
2. DEFINITIONS.
As used herein, the following definitions shall apply:
(a)"Administrator" shall mean the Board or its Committee, as provided in
Section 4 of the Plan.
(b)"Applicable Laws" shall mean all applicable laws, including without
limitation Nevada corporate law, the Internal Revenue Code of 1986, as
amended, and applicable federal and state securities laws.
(c)"Board" shall mean the Board of Directors of the Company.
(d)"Committee" shall mean a Committee appointed by the Board as specified
in Section 4(a) of the Plan.
(e)"Code" shall mean the Internal Revenue Code of 1986, as amended.
(f)"Common Stock" shall mean the Common Stock of the Company.
(g)"Company" shall mean Fremont General Corporation, a Nevada corporation,
or any successor to the Company.
(h)"Director" shall mean a member of the Board.
(i)"Employee" shall mean any person, including officers, employed by the
Company or any Parent or Subsidiary.
(j)"Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.
- --------------------------
* Effective June 3, 1996 the Plan was amended to increase the number of
authorized Shares that may be sold under the Plan, of which 681,000 are
authorized but unissued shares. Effective August 8, 1996 the Plan was
amended to permit participation of non-Employee members of the Board.
Effective August 15, 1996, the Plan began operating under new Rule
16b-3 of the Securities Exchange Act of 1934, as amended. Effective
November 7, 1996, Section 3 of the Plan was amended to increase the
number of authorized Shares that may be sold under the Plan, of which
1,241,600 are authorized but unissued shares, and Section 14 was added.
<PAGE>
(k)"Parent" shall mean a "parent corporation," whether now or hereafter
existing.
(l)"Participant" shall mean an Employee or Director who is awarded Shares
under the Plan.
(m)"Plan" shall mean this 1995 Restricted Stock Award Plan, as amended from
time to time.
(n)"Share" shall mean a share of Common Stock, as adjusted in accordance
with Section 9 of the Plan.
(o)"Stock Award Agreement" shall mean an agreement in the form approved by
the Board pursuant to which a Participant may acquire Common Stock of
the Company under the Plan.
(p)"Stock Award" shall mean an award of Shares pursuant to the Plan.
(q)"Subsidiary" shall mean a "subsidiary corporation," whether now or
hereafter existing.
3. STOCK SUBJECT TO THE PLAN.
Subject to the provisions of Section 9 of the Plan, the maximum aggregate
number of Shares which may be sold under the Plan is 2,068,210 Shares, of
which 823,910 Shares shall be reacquired Common Stock, and 1,241,600 Shares
shall be authorized, but unissued Common Stock.
If Shares are forfeited to the Company pursuant to a Stock Award
Agreement, such Shares, unless the Plan shall have been terminated, shall
become available for reissuance under the Plan. In addition, the maximum
aggregate number of Shares that may be sold under the Plan may be
increased, in the discretion of the Plan Committee, by any Shares actually
issued under the Plan but repurchased or reacquired from Plan Participants
by the Company or on behalf of the Company in connection with the
administration of the Plan.
4. ADMINISTRATION OF THE PLAN.
(a) Procedure. The Plan shall be administered by the Plan Committee
designated by the Board. Once appointed, such Committee shall serve in
its designated capacity until otherwise directed by the Board. The
Board may increase the size of the Committee and appoint additional
members, remove members (with or without cause) and substitute new
members, fill vacancies (however caused), and remove all members of the
Committee and thereafter directly administer the Plan.
(b)Powers of the Administrator. Subject to the provisions of the Plan, and
in the case of a Committee, subject to the specific duties delegated by
the Board to such Committee, the Administrator shall have the
authority, in its discretion:
(i) to select Employees and Directors to whom Stock Awards may be
granted hereunder;
(ii) to determine whether and to what extent Stock Awards are granted
hereunder;
(iii) to determine the number of shares of Common Stock to be covered
by each Stock Award granted hereunder;
2
<PAGE>
(iv) to approve forms of agreement for use under the Plan;
(v) to construe and interpret the terms of the Plan;
(vi) to prescribe, amend and rescind rules and regulations relating to
the Plan;
(vii) to modify or amend each Stock Award Agreement (subject to Section
10 of the Plan);
(viii) to authorize any person to execute on behalf of the Company any
instrument required to effect the award of a Stock Award
previously granted by the Administrator;
(ix) to determine the terms, conditions and restrictions, not
inconsistent with the terms of the Plan, applicable to Stock
Awards and the Shares relating thereto; and
(x) to make all other determinations deemed necessary or advisable
for administering the Plan.
(c) Effect of Administrator's Decision. All decisions, determinations and
interpretations of the Administrator shall be final and binding on
Participants.
5. ELIGIBILITY.
Stock Awards may be made to Employees, as designated by the Administrator,
who hold executive and key management positions with the Company. Stock
Awards may also be made to Directors, as designated by the Administrator.
Neither the Plan nor any Stock Award shall confer upon a Participant any
right upon any Participant with respect to continuing such Participant's
employment with the Company or service as a member of the Board, nor shall
the Plan or any Stock Award hereunder interfere in any way with
Participant's right or the Company's right to terminate such relationship
at any time, with or without cause. In addition, the Administrator may, in
its sole discretion, authorize the issuance of Shares under the Plan to a
trust, or trusts, maintained by the Company in connection with its
compensation and benefit plans.
6. AWARD OF STOCK.
Stock Awards shall be made under the Plan at the discretion of the
Administrator. The Shares underlying Stock Awards shall be evidenced by a
Notice of Grant that together with the Stock Award Agreement, attached to
the Notice of Grant as Exhibit A-1, shall specify the applicable vesting
restrictions, the amount of Restricted Stock awarded, and such other
conditions as the Administrator, in its sole discretion, shall determine.
The awarded Shares shall be held in escrow pursuant to the Joint Escrow
Instructions, attached to the Notice of Grant as Exhibit A-3, until such
time as they are released from the Company's reacquisition option.
7. TERM OF PLAN.
The Plan shall become effective upon adoption by the Board. The Plan shall
continue in effect for a term of 10 years from such date of Board adoption
unless sooner terminated under Section 10 of the Plan.
8. COMPANY'S RIGHT OF REACQUISITION.
The Company shall have such right of reacquisition as shall be set forth in
the Stock Award Agreement.
3
<PAGE>
9. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION.
The number of shares of Common Stock which have been authorized for
issuance under the Plan shall be proportionately adjusted for any increase
or decrease in the number of issued shares of Common Stock resulting from a
stock split, reverse stock split, stock dividend, combination or
reclassification of the Common Stock, or any other increase or decrease in
the number of issued shares of Common Stock effected without receipt of
consideration by the Company; provided, however, that conversion of any
convertible securities of the Company shall not be deemed to have been
"effected without receipt of consideration." Such adjustment shall be made
by the Board, whose determination in that respect shall be final, binding
and conclusive. Except as expressly provided herein, no issuance by the
Company of shares of stock of any class, or securities convertible into
shares of stock of any class, shall affect, and no adjustment by reason
thereof shall be made with respect to, the number or price of shares of
Common Stock subject to the Plan.
10. AMENDMENT AND TERMINATION OF THE PLAN.
(a)Amendment and Termination. The Board may amend, suspend, or terminate
the Plan from time to time in such respects as the Board may deem
advisable.
(b)Effect of Amendment or Termination. Any such amendment or termination of
the Plan shall not affect Shares already subject to Stock Award
Agreements, except as provided in said Stock Award Agreements.
11. COMPLIANCE WITH LAWS AND REGULATIONS.
Shares shall not be issued under this Plan unless the issuance and delivery
of such Shares shall comply with Applicable Laws, as well as the
requirements of any stock exchange or market system upon which Shares may
then be listed or designated.
12. RESERVATION OF SHARES.
The Company, during the term of the Plan, shall at all times reserve and
keep available, such number of Shares as shall be sufficient to satisfy the
requirements of the Plan.
13. GOVERNING LAW.
The Plan shall be governed by the laws of the State of California.
14. STOCK WITHHOLDING TO SATISFY TAX WITHHOLDING OBLIGATIONS.
When a Participant incurs tax liability in connection with the acquisition
or vesting of Shares under the Plan, which tax liability is subject to tax
withholding under applicable tax laws, and the Participant is obligated to
pay the Company an amount required to be withheld under applicable tax
laws, the Participant may satisfy the withholding tax obligation by
electing to have the Company withhold, from the Shares acquired under the
Plan that have vested, that number of Shares having a fair market value
equal to the amount required to be withheld. The fair market value of the
Shares to be withheld shall be based on the closing sales price of the
Company's Common Stock as quoted on the New York Stock Exchange for the
last market trading day prior to the date of determination, as reported in
THE WALL STREET JOURNAL or such other source as the Plan Committee deems
reliable. All elections by a Participant to have Shares withheld for this
purpose shall be made in writing in a form acceptable to the Administrator
and shall be subject to such uniform and nondiscriminatory restrictions and
limitations as the Plan Committee shall specify.
4
<PAGE>
1995 RESTRICTED STOCK AWARD PLAN
NOTICE OF GRANT OF STOCK AWARD
Unless otherwise defined herein, the terms defined in the Plan shall have the
same defined meanings in this Notice of Grant.
PARTICIPANT:
SSN:
You have been granted this Stock Award of Common Stock of the Company, subject
to the Company's Reacquisition Option, and your continuing status as an Employee
(as described in the Plan and the attached Stock Award Agreement), as follows:
Grant Number
Date of Grant
Vesting Commencement Date
(if different from the Date of Grant)
Total Number of Shares Subject
to This Stock Award
By your signature and the signature of the Company's representative below, you
and the Company agree that this Stock Award is granted under and governed by the
terms and conditions of the Restricted Stock Award Plan and the Stock Award
Agreement, attached hereto as Exhibit A-1, both of which are made a part of this
document. You further agree to execute the attached Stock Award Agreement,
Assignment Separate From Certificate, Joint Escrow Instructions and Consent of
Spouse, as a condition to receiving any shares under this Stock Award.
PARTICIPANT: FREMONT GENERAL CORPORATION:
- -------------------------------- -------------------------------
Signature Raymond G. Meyers
Senior Vice President
<PAGE>
EXHIBIT A-1
1995 RESTRICTED STOCK AWARD PLAN, AS AMENDED
STOCK AWARD AGREEMENT
Unless otherwise defined herein, the terms defined in the Plan shall have
the same defined meanings in this Stock Award Agreement.
WHEREAS the Participant named in the Notice of Grant is an Employee of the
Company, or one of its subsidiaries, or a Director, and the Participant's
continued participation is considered by the Company to be important for
the Company's continued growth; and
WHEREAS in order to give the Participant an opportunity to acquire an
equity interest in the Company and as an incentive for the Participant to
participate in the affairs of the Company, the Administrator has granted to
the Participant a Stock Award subject to the terms and conditions of the
Plan and the Notice of Grant, which are incorporated herein by reference,
and this Stock Award Agreement (the "Agreement").
NOW THEREFORE, the parties agree as follows:
1. TRANSFER OF STOCK. The Company hereby agrees to award to the Participant
and the Participant hereby agrees to accept shares of the Company's Common
Stock (the "Shares") as specified in the Notice of Grant.
2. REACQUISITION OPTION.
(a) In the event the Participant's status as an Employee or Director
terminates for any or no reason (including death or disability) before
all of the Shares are released from the Company's Reacquisition Option
(see Section 3), the Company shall, upon the date of such termination
(as reasonably fixed and determined by the Company) have an
irrevocable, exclusive option (the "Reacquisition Option") for a period
of sixty (60) days from such date to reacquire, without the payment or
further consideration, up to that number of shares which constitute the
Unreleased Shares (as defined in Section 3). The Reacquisition Option
shall be exercised by the Company by delivering written notice to the
Participant or the Participant's executor (with a copy to the Escrow
Holder). Upon delivery of such notice, the Company shall become the
legal and beneficial owner of the Shares being reacquired and all
rights and interests therein or relating thereto, and the Company shall
have the right to retain and transfer to its own name the number of
Shares being reacquired by the Company.
<PAGE>
(b)Whenever the Company shall have the right to reacquire Shares hereunder,
the Company may designate and assign one or more employees, officers,
directors or stockholders of the Company or other persons or
organizations (including, without limitation, any trust or trusts
maintained by the Company in connection with its non-qualified deferred
compensation plans) to exercise all or a portion of the Company's
acquisition rights under this Agreement and acquire all or a portion of
such Shares.
3. RELEASE OF SHARES FROM REACQUISITION OPTION
Ten percent (10%) of the Shares shall be released from the Company's
Reacquisition Option on each of the first ten (10) anniversaries of the
vesting commencement date, provided that the Participant's status as an
Employee or Director has not terminated prior to the date of any such
release.
Any of the Shares that have not yet been released from the Reacquisition
Option are referred to herein as "Unreleased Shares."
The Shares that have been released from the Reacquisition Option shall be
delivered to the Participant (see Section 5).
4. RESTRICTION ON TRANSFER. Except for the escrow described in Section 5 or
the transfer of the Shares to the Company or its assignees contemplated by
this Agreement upon exercise of the Reacquisition Option, none of the
Shares or any beneficial interest therein shall be transferred, encumbered
or otherwise disposed of in any way until such Shares are released from the
Company's Reacquisition Option in accordance with the provisions of this
Agreement, other than by will or the laws of descent and distribution.
5. ESCROW OF SHARES.
(a) To ensure the availability for delivery of the Participant's
Unreleased Shares upon reacquisition by the Company or its assignees
pursuant to the Reacquisition Option, the Participant shall, upon
execution of this Agreement, deliver and deposit with an escrow holder
designated by the Company (the "Escrow Holder") the share certificates
representing the Unreleased Shares, together with the stock assignment
duly endorsed in blank, attached hereto as Exhibit A-2. The Unreleased
Shares and stock assignment shall be held by the Escrow Holder,
pursuant to the Joint Escrow Instructions of the Company and
Participant attached hereto as Exhibit A-3, until such time as the
Company's Reacquisition Option expires. As a further condition to the
Company's obligations under this Agreement, the Company may require the
spouse of Participant, if any, to execute and deliver to the Company
the Consent of Spouse attached hereto as Exhibit A-4.
(b) The Escrow Holder shall not be liable for any act it may do or omit to
do with respect to holding the Unreleased Shares in escrow while acting
in good faith and in the exercise of its judgment.
(c) If the Company or any assignee exercises the Reacquisition Option
hereunder, the Escrow Holder, upon receipt of written notice of such
exercise from the proposed transferee, shall take all steps necessary
to accomplish such transfer.
2
<PAGE>
(d) When the Reacquisition Option has been exercised or expires unexercised
or a portion of the Shares has been released from the Reacquisition
Option, upon request the Escrow Holder shall promptly cause a new
certificate to be issued for the released Shares and shall deliver the
certificate to the Company or the Participant, as the case may be.
(e) Subject to the terms hereof, the Participant shall have all the rights
of a stockholder with respect to the Shares while they are held in
escrow, including without limitation, the right to vote the Shares and
to receive any cash or stock dividends declared thereon. In the event
the Company declares and pays a stock dividend, the Shares acquired by
Participant upon payment of such dividend shall not be subject to the
terms of the Plan, the Notice of Grant, this Stock Award Agreement or
the Joint Escrow Instructions. If, from time to time during the term of
the Reacquisition Option, there is any stock split or other change in
the Shares, any and all new or additional securities to which the
Participant is entitled by reason of the Participant's ownership of the
Shares shall be immediately subject to this escrow, deposited with the
Escrow Holder and included thereafter as "Shares" for purposes of this
Agreement and the Reacquisition Option.
6. LEGENDS. The share certificate evidencing the Shares issued hereunder shall
be endorsed with the following legend (in addition to any legend required
under applicable state securities laws):
THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN
RESTRICTIONS UPON TRANSFER AND RIGHTS OF REACQUISITION AS SET FORTH IN
AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH
IS ON FILE WITH THE SECRETARY OF THE COMPANY.
7. ADJUSTMENT FOR STOCK SPLIT. All references to the number of Shares in this
Agreement shall be appropriately adjusted to reflect any stock split, stock
dividend (subject to Section 5(e)) or other change in the Shares which may
be made by the Company after the date of this Agreement.
8. CHANGES OF CONTROL.
(1)Definition of "Change of Control." For purposes of this Section 8, a
"Change of Control" means the happening of any of the following:
(i) When any "person," as such term is used in Sections 13(d) and
14(d) of the Exchange Act (other than the Company, a Parent, a
Subsidiary or a Company employee benefit plan, including any
trustee of such plan acting as trustee) is or becomes the
"beneficial owner" (as defined in Rule 13d-3 under the
Exchange Act), directly or indirectly, of securities of the
Company representing fifty percent (50%) or more of the
combined voting power of the Company's then outstanding
securities entitled to vote generally in the election of
directors; or
3
<PAGE>
(ii) The shareholders of the Company approve a merger or
consolidation of the Company with any other corporation, other
than a merger or consolidation which would result in the voting
securities of the Company outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by
being converted into voting securities of the surviving entity)
at least fifty percent (50%) of the total voting power
represented by the voting securities of the Company or such
surviving entity outstanding immediately after such merger or
consolidation, or the shareholders of the Company approve an
agreement for the sale or disposition by the Company of all or
substantially all the Company's assets; or
(iii) A change in the composition of the Board of Directors of the
Company, as a result of which fewer than a majority of the
directors are Incumbent Directors. "Incumbent Directors" shall
mean directors who either (A) are directors of the Company as of
the date the Plan is approved by the shareholders, or (B) are
elected, or nominated for election, to the Board of Directors of
the Company with the affirmative votes of at least a majority of
the Incumbent Directors at the time of such election or
nomination (but shall not include an individual whose election or
nomination is in connection with an actual or threatened proxy
contest relating to the election of directors to the Company).
(2) Effect of a Change of Control. In the event of a Change of Control of
the Company, then, upon the occurrence of such Change of Control, 100%
of the Shares shall be released from the Company's Reacquisition
Option.
9. TAX CONSEQUENCES. The Participant has reviewed with the Participant's own
tax advisors the federal, state, local and foreign tax consequences of this
investment and the transactions contemplated by this Agreement. The
Participant is relying solely on such advisors and not on any statements or
representations of the Company or any of its agents. The Participant
understands that the Participant (and not the Company) shall be responsible
for the Participant's own tax liability that may arise as a result of the
transactions contemplated by this Agreement. The Participant understands
that Section 83 of the Internal Revenue Code of 1986, as amended (the
"Code"), taxes as ordinary income the difference between the purchase
price, if any, of the Shares at the date of grant and the fair market value
of the Shares as of the date any restrictions on the Shares lapse. In this
context, "restriction" includes the right of the Company to reacquire the
Shares pursuant to the Reacquisition Option. The Participant understands
that the Participant may elect to be taxed at the time the Shares are
acquired rather than when and as the Reacquisition Option expires by filing
an election under Section 83(b) of the Code with the IRS within 30 days
from the date of acquisition. The form for making this election is attached
as Exhibit A-5 hereto.
THE PARTICIPANT ACKNOWLEDGES THAT IT IS THE PARTICIPANT'S SOLE
RESPONSIBILITY AND NOT THE COMPANY'S TO FILE TIMELY THE ELECTION UNDER
SECTION 83(b), EVEN IF THE PARTICIPANT REQUESTS THE COMPANY OR ITS
REPRESENTATIVES TO MAKE THIS FILING ON THE PARTICIPANT'S BEHALF.
4
<PAGE>
10.GENERAL PROVISIONS.
(a)This Agreement shall be governed by the laws of the State of California.
This Agreement, subject to the terms and conditions of the Plan and the
Notice of Grant, represents the entire agreement between the parties
with respect to the award of the Shares to the Participant. Subject to
Section 10 of the Plan, in the event of a conflict between the terms
and conditions of the Plan and the terms and conditions of this
Agreement, the terms and conditions of the Plan shall prevail. Unless
otherwise defined herein, the terms defined in the Plan shall have the
same defined meanings in this Agreement.
(b)Any notice, demand or request required or permitted to be given by
either the Company or the Participant pursuant to the terms of this
Agreement shall be in writing and shall be deemed given when delivered
personally or deposited in the U.S. Mail, First Class with postage
prepaid, and addressed to the parties at the address of the party set
forth at the end of this Agreement or such other address as a party may
request by notifying the other in writing. Any notice to the Escrow
Holder shall be sent to the Company's address with a copy to the other
party hereto.
(c)The rights of the Company under this Agreement shall be transferable to
any one or more persons or entities, and all covenants and agreements
hereunder shall inure to the benefit of, and be enforceable by the
Company's successors and assigns. The rights and obligations of the
Participant under this Agreement may only be assigned with the prior
written consent of the Company.
(d)Either party's failure to enforce any provision of this Agreement shall
not in any way be construed as a waiver of any such provision, nor
prevent that party from thereafter enforcing any other provision of
this Agreement. The rights granted both parties hereunder are
cumulative and shall not constitute a waiver of either party's right to
assert any other legal remedy available to it.
(e)The Participant agrees upon request to execute any further documents or
instruments necessary or desirable to carry out the purposes or intent
of this Agreement.
(f)PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT
TO SECTION 3 HEREOF IS EARNED ONLY BY CONTINUING SERVICE AS AN EMPLOYEE
OR A DIRECTOR AT THE WILL OF THE COMPANY (AND NOT THROUGH THE ACT OF
BEING HIRED OR ACQUIRING SHARES HEREUNDER). PARTICIPANT FURTHER
ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE TRANSACTIONS
CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT
CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS AN
EMPLOYEE OR DIRECTOR FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL,
AND SHALL NOT INTERFERE WITH PARTICIPANT'S RIGHT OR THE COMPANY'S RIGHT
TO TERMINATE PARTICIPANT'S EMPLOYMENT, DIRECTORSHIP OR CONSULTING
RELATIONSHIP AT ANY TIME, WITH OR WITHOUT CAUSE.
5
<PAGE>
By Participant's signature below, Participant represents that he or she is
familiar with the terms and provisions of the Plan, and hereby accepts this
Agreement subject to all of the terms and provisions thereof. Participant has
reviewed the Plan and this Agreement in their entirety, has had an opportunity
to obtain the advice of counsel prior to executing this Agreement and fully
understands all provisions of this Agreement. Participant agrees to accept as
binding, conclusive and final all decisions or interpretations of the
Administrator upon any questions arising under the Plan or this Agreement.
Participant further agrees to notify the Company upon any change in the
residence indicated in the Notice of Grant.
DATED: ____________________________
PARTICIPANT: FREMONT GENERAL CORPORATION:
____________________________________ By:__________________________
Signature Raymond G. Meyers
____________________________________ Senior Vice President
Print Name
____________________________________
Address
____________________________________
Social Security Number
6
<PAGE>
EXHIBIT A-2
1995 RESTRICTED STOCK AWARD PLAN, AS AMENDED
ASSIGNMENT SEPARATE FROM CERTIFICATE
FOR VALUE RECEIVED I, _______________________________, hereby sell, assign
and transfer unto______________ (________________________) shares of the
Common Stock of Fremont General Corporation standing in my name on the
books of said corporation represented by Certificate No._______________
herewith and do hereby irrevocably constitute and appoint
_____________________________ to transfer the said stock on the books of
the within named corporation with full power of substitution in the
premises.
This Stock Assignment may be used only in accordance with the Stock Award
Agreement (the "Agreement") between _______________________________________
and the undersigned dated ____________________________, 19______.
Dated: ____________________, 19 ____
Signature:__________________________
Your signature on this document must be GUARANTEED by an authorized officer
of a bank or brokerage firm who is a member of the Medallion Stamp Program,
approved by the SECURITIES AND EXCHANGE COMMISSION.
INSTRUCTIONS: PLEASE DO NOT FILL IN ANY BLANKS OTHER THAN THE SIGNATURE LINE.
The purpose of this assignment is to enable the Company to exercise the
Reacquisition Option, as set forth in the Agreement, without requiring
additional signatures on the part of the Participant.
<PAGE>
EXHIBIT A-3
1995 RESTRICTED STOCK AWARD PLAN, AS AMENDED
JOINT ESCROW INSTRUCTIONS
________________, 19____
To: Corporate Secretary
Fremont General Corporation
2020 Santa Monica Blvd.
Santa Monica, CA 90404
As Escrow Agent for both Fremont General Corporation, a Nevada corporation (the
"Company"), and the undersigned Participant (the "Participant"), you are hereby
authorized and directed to hold the documents delivered to you pursuant to the
terms of that certain Stock Award Agreement (the "Agreement") between the
Company and the undersigned, in accordance with the following instructions:
1. In the event the Company and/or any assignee of the Company (referred
to collectively as the "Company") exercises the Company's Reacquisition
Option set forth in the Agreement, the Company shall give to
Participant and you a written notice specifying the number of shares of
stock to be reacquired, and the time for a closing hereunder at the
principal office of the Company. Participant and the Company hereby
irrevocably authorize and direct you to close the transaction
contemplated by such notice in accordance with the terms of said
notice.
2. At the closing, you are directed (a) to date the stock assignments
necessary for the transfer in question, (b) to fill in the number of
shares being transferred, and (c) to deliver same, together with the
certificate evidencing the shares of stock to be transferred, to the
Company or its assignee, for the number of shares of stock being
acquired pursuant to the exercise of the Company's Reacquisition
Option.
3. Participant irrevocably authorizes the Company to deposit with you any
certificates evidencing shares of stock to be held by you hereunder and
any additions and substitutions to said shares as defined in the
Agreement. Participant does hereby irrevocably constitute and appoint
you as Participant's attorney-in-fact and agent for the term of this
escrow to execute with respect to such securities all documents
necessary or appropriate to make such securities negotiable and to
complete any transaction herein contemplated.
<PAGE>
Subject to the terms hereof, the Participant shall have all the rights
of a stockholder with respect to the Shares while they are held in
escrow, including without limitation, the right to vote the Shares and
to receive any cash or stock dividends declared thereon. In the event
the Company declares and pays a stock dividend, the Shares acquired by
Participant upon payment of such dividend shall not be subject to the
terms of these Joint Escrow Instructions. If, from time to time during
the term of the Reacquisition Option, there is any stock split or other
change in the Shares, any and all new or additional securities to which
the Participant is entitled by reason of the Participant's ownership of
the Shares shall be immediately subject to this escrow, deposited with
the Escrow Holder and included thereafter as "Shares" for purposes of
this Agreement and the Reacquisition Option.
4. Upon written request of the Participant, unless the Company's
Reacquisition Option has been exercised, you shall deliver to
Participant a certificate or certificates representing so many shares
of stock as are not then subject to the Company's Reacquisition Option.
Within 90 days after cessation of Participant's employment by the
Company, or any parent or subsidiary of the Company, or service as a
member of the Board, you shall deliver to Participant a certificate or
certificates representing the aggregate number of shares held or issued
pursuant to the Agreement and not reacquired by the Company or its
assignees pursuant to exercise of the Company's Reacquisition Option.
5. If at the time of termination of this escrow you should have in your
possession any documents, securities, or other property belonging to
Participant, you shall deliver all of the same to Participant and shall
be discharged of all further obligations hereunder.
6. Your duties hereunder may be altered, amended, modified, or revoked
only by a writing signed by all of the parties hereto.
7. You shall be obligated only for the performance of such duties as are
specifically set forth herein and may rely and shall be protected in
relying or refraining from acting on any instrument reasonably believed
by you to be genuine and to have been signed or presented by the proper
party or parties. You shall not be personally liable for any act you
may do or omit to do hereunder as Escrow Agent or as attorney-in-fact
for Participant while acting in good faith, and any act done or omitted
by you pursuant to the advice of your own attorneys shall be conclusive
evidence of such good faith.
8. You are hereby expressly authorized to disregard any and all warnings
given by any of the parties hereto or by any other person or
corporation, excepting only orders or process of courts of law, and are
hereby expressly authorized to comply with and obey orders, judgments
or decrees of any court. In case you obey or comply with any such
order, judgment or decree, you shall not be liable to any of the
parties hereto or to any other person, firm or corporation by reason of
such compliance, notwithstanding any such order, judgment or decree
being subsequently reversed, modified, annulled, set aside, vacated or
found to have been entered without jurisdiction.
9. You shall not be liable in any respect on account of the identity,
authorities or rights of the parties executing or delivering or
purporting to execute or deliver the Agreement or any documents or
papers deposited or called for hereunder.
10. You shall not be liable for the outlawing of any rights under the
statute of limitations with respect to these Joint Escrow Instructions
or any documents deposited with you.
2
<PAGE>
11. You shall be entitled to employ such legal counsel and other experts as
you may deem necessary properly to advise you in connection with your
obligations hereunder, may rely upon the advice of such counsel, and
may pay such counsel reasonable compensation therefor.
12. Your responsibilities as Escrow Agent hereunder shall terminate if you
shall cease to be an Employee, Director or agent of the Company or if
you shall resign by written notice to each party. In the event of any
such termination, the Company shall appoint a successor Escrow Agent.
13. If you reasonably require other or further instruments in connection
with these Joint Escrow Instructions or obligations in respect hereto,
the necessary parties hereto shall join in furnishing such instruments.
14. It is understood and agreed that should any dispute arise with respect
to the delivery and/or ownership or right of possession of the
securities held by you hereunder, you are authorized and directed to
retain in your possession without liability to anyone all or any part
of said securities until such disputes shall have been settled either
by mutual written agreement of the parties concerned or by a final
order, decree or judgment of a court of competent jurisdiction after
the time for appeal has expired and no appeal has been perfected, but
you shall be under no duty whatsoever to institute or defend any such
proceedings.
15. Any notice required or permitted hereunder shall be given in writing and
shall be deemed effectively given upon personal delivery or upon
deposit in the United States Post Office, by registered or certified
mail with postage and fees prepaid, addressed to each of the other
parties thereunto entitled at the following addresses or at such other
addresses as a party may designate by ten days' advance written notice
to each of the other parties hereto.
COMPANY: Corporate Secretary
Fremont General Corporation
2020 Santa Monica Blvd.
Santa Monica, California 90404
PARTICIPANT: ______________________________
______________________________
______________________________
______________________________
ESCROW AGENT: Corporate Secretary
Fremont General Corporation
2020 Santa Monica Blvd.
Santa Monica, California 90404
3
<PAGE>
16. By signing these Joint Escrow Instructions, you become a party hereto
only for the purpose of said Joint Escrow Instructions, you do not
become a party to the Agreement.
17. This instrument shall be binding upon and inure to the benefit of the
parties hereto, and their respective successors and permitted assigns.
18. These Joint Escrow Instructions shall be governed by, and construed and
enforced in accordance with, the laws of the State of California.
Very truly yours,
FREMONT GENERAL CORPORATION
By: __________________________
Raymond G. Meyers
Senior Vice President
PARTICIPANT:
_________________________________
(Signature)
_________________________________
(Typed or Printed Name)
ESCROW AGENT:
_________________________________
Corporate Secretary
4
<PAGE>
EXHIBIT A-4
1995 RESTRICTED STOCK AWARD PLAN, AS AMENDED
CONSENT OF SPOUSE
I, _____________________________, spouse of __________ ________,have read and
approve the foregoing Stock Award Agreement (the "Agreement"). In consideration
of the Company's grant to my spouse of shares of the Common Stock of Fremont
General Corporation, as set forth in the Agreement, I hereby appoint my spouse
as my attorney-in-fact in respect to the exercise of any rights under the
Agreement and agree to be bound by the provisions of the Agreement insofar as I
may have any rights in said Agreement or any shares issued pursuant thereto
under the community property laws or similar laws relating to marital property
in effect in the state of our residence as of the date of the signing of the
foregoing Agreement.
Dated: ____________________, 19 ___
____________________________________
Signature of Spouse
____________________________________
Print Full Name
<PAGE>
EXHIBIT A-5
1995 RESTRICTED STOCK AWARD PLAN, AS AMENDED
ELECTION UNDER SECTION 83(b)
OF THE INTERNAL REVENUE CODE OF 1986
The undersigned taxpayer hereby elects, pursuant to Section 83(b) of the
Internal Revenue Code of 1986, as amended, to include in taxpayer's gross income
for the current taxable year the amount of any compensation taxable to taxpayer
in connection with his or her receipt of the property described below:
1. The name, address, taxpayer identification number and taxable year of
the undersigned are as follows:
TAXPAYER SPOUSE
NAME:
ADDRESS:
IDENTIFICATION NO.:
TAXABLE YEAR:
2. The property with respect to which the election is made is described
as follows:
_______________________________ shares (the "Shares") of the Common
Stock of Fremont General Corporation (the "Company").
3. The date on which the property was transferred is: __________________
19_____________.
4. The property is subject to the following restrictions:
The Shares may be reacquired by the Company, or its assignee, upon
certain events. This right lapses with regard to a portion of the
Shares based on the continued performance of services by the taxpayer
over time.
5. The fair market value at the time of transfer, determined without
regard to any restriction other than a restriction which by its terms
will never lapse, of such property is: $_______________.
6. The amount (if any) paid for such property is: $ 0.00 .
The undersigned has submitted a copy of this statement to the person for whom
the services were performed in connection with the undersigned's receipt of the
above-described property. The transferee of such property is the person
performing the services in connection with the transfer of said property.
The undersigned understands that the foregoing election may not be revoked
except with the consent of the Commissioner.
Dated: _______________, 19___
Taxpayer
The undersigned spouse of taxpayer joins in this election.
Dated: _______________, 19___
Taxpayer
EXHIBIT 5.1
December 9, 1996
Fremont General Corporation
2020 Santa Monica Boulevard, 6th Floor
Santa Monica, CA 90404
Re: Registration Statement on Form S-8/S-3
Ladies and Gentlemen:
I have examined the Registration Statement on Form S-8/S-3 to be filed
by Fremont General Corporation (the "Company") with the Securities and Exchange
Commission on or about December 9, 1996 (the "Registration Statement"), in
connection with the registration under the Securities Act of 1933, as amended,
of 2,068,210 shares of the Company's Common Stock issued under the 1995
Restricted Stock Award Plan (the "Plan"). As the Company's legal counsel, I have
examined the proceedings taken by the Company in connection with the sale and
issuance of such Common Stock under the Plan.
It is my opinion that the 2,068,210 shares of Common Stock are legally
and validly issued, fully paid and non-assessable.
I consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to the use of my name wherever appearing in the
Registration Statement, including any Prospectus constituting a part thereof and
any amendments thereto.
Very truly yours,
/s/ ALAN W. FAIGIN
-----------------
Alan W. Faigin
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement on
Form S-8/S-3 pertaining to the 1995 Restricted Stock Award Plan of Fremont
General Corporation of our report dated March 14, 1996 with respect to the
consolidated financial statements and schedules of Fremont General Corporation
included in its Annual Report (Form 10-K) for the year ended December 31, 1995,
filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
-----------------
Ernst & Young LLP
Los Angeles, California
December 9, 1996
