As filed with the Securities and Exchange Commission on October 17, 1997
Registration No. 333 -
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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FREMONT GENERAL CORPORATION
(Exact name of Registrant as specified in its charter)
Nevada 95-2815260
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(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
2020 Santa Monica Blvd., Suite 600
Santa Monica, California 90404
(Address, including zip code, of Registrant's principal executive offices)
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FREMONT GENERAL CORPORATION
AND AFFILIATED COMPANIES
INVESTMENT INCENTIVE PROGRAM
(Full title of the plan)
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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)
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Copies to:
ELIZABETH R. FLINT, ESQ.
WILSON SONSINI GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CALIFORNIA 94304-1050
(650) 493-9300
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------
Title of Securities Amount Proposed Maximum Proposed Maximum Amount of
to be Registered to be Offering Price Aggregate Offering Registration
Registered Per Share Price Fee
- -------------------------------------------------------------------------------------------------------------
Common Stock, $1.00 par value:
<S> <C> <C> <C> <C>
Fremont General Corporation 3,500,000 $ 48.09 (1) $168,315,000 (1) $51,005
Affiliated Companies Investment
Incentive Program
- -------------------------------------------------------------------------------------------------------------
Interest in the Fremont General (2) (2) (2) (2)
Corporation and Affiliated Companies
Investment Incentive Program
- -------------------------------------------------------------------------------------------------------------
<FN>
(1) Estimated in accordance with Rule 457(h) of the Securities Act of 1933, as
amended, solely for the purpose of computing the amount of the registration
fee based on the prices of the Company's Common Stock as reported on the New
York Stock Exchange consolidated reporting system on October 14, 1997.
<PAGE>
(2) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
amended, this Registration Statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the Fremont General Corporation
and Affiliated Companies Investment Incentive Plan.
</FN>
</TABLE>
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<PAGE>
FREMONT GENERAL CORPORATION
REGISTRATION STATEMENT ON FORM S-8
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
Fremont General Corporation (the "Registrant") and the Fremont General
Corporation and Affiliated Companies Investment Incentive Program (the "Plan")
hereby incorporate by reference into this Registration Statement the following
documents and information heretofore filed with the Securities and Exchange
Commission (the "Commission"):
1. The description of the Registrant's Common Stock as contained
in the Registrant's Registration Statement on Form 8-A filed on March 17, 1993
pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), including any amendment or report filed for the purpose of
updating such descriptions.
2. The Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1996, filed pursuant to Section 13(a) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act").
3. The Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 1997, filed pursuant to Section 13(a) of the Exchange
Act.
4. The Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended June 30, 1997, filed pursuant to Section 13(a) of the Exchange
Act.
5. The information contained in the Registrant's Registration
Statement on Form S-8 for the Plan (file no. 33-38138) filed on or about
December 6, 1990.
6. The information contained in the Registrant's Registration
Statement on Form S-8 for the Plan (file no. 33-59898) filed on or about March
23, 1993.
7. The Registrant's Reports on Form 8-K filed on August 14, 1997
and October 15, 1997 pursuant to Section 13(a) of the Exchange Act.
8. The Plan's Annual Report on Form 11-K for the fiscal year
ended December 31, 1997, filed with the SEC on September 18, 1997.
All documents filed by the Registrant and the Plan pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act after the date hereof, and prior
to the filing of a post-effective amendment indicating that all securities
offered have been sold or deregistering all securities then remaining unsold,
shall be deemed to be incorporated by reference herein and to be part hereof
from the date of filing 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.
Omitted pursuant to General Instruction E to Form S-8.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
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<PAGE>
ITEM 8. EXHIBITS.
Exhibit
Number Description
------- -----------
4.1 Fremont General Corporation and Affiliated Companies Investment
Incentive Program. (Incorporated by reference to Exhibit No.
10-3 to Annual Report on Form 10-K, for the fiscal year ended
December 31, 1995.)
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Counsel.
24.1 Power of Attorney (see page 8).
99 Internal Revenue Service Determination Letter, dated October
19, 1995.
4
<PAGE>
ITEM 9. UNDERTAKINGS.
With the one noted exception, the undersigned Registrant omits this Item
pursuant to General Instruction E to Form S-8.
The undersigned Registrant hereby undertakes to submit or has submitted the
Fremont General Corporation and Affiliated Companies Investment Incentive
Program (the "Plan") and any amendments thereto to the Internal Revenue Service
("IRS") in a timely manner and has made or will make all changes required by the
IRS in order to continue to qualify the Plan.
5
<PAGE>
SIGNATURES
THE REGISTRANT. Pursuant to the requirements of the Securities Act of 1933,
as amended, the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 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 16th day of October, 1997.
FREMONT GENERAL CORPORATION
By: /s/ Louis J. Rampino
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Louis J. Rampino
Title: President and Chief Operating
Officer
6
<PAGE>
SIGNATURES
THE PLAN. Pursuant to the requirements of the Securities Act of 1933, as
amended, the trustee (or other persons who administer the employee benefit plan)
of the Fremont General Corporation and Affiliated Companies Investment Incentive
Program 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 16th day of October, 1997.
FREMONT GENERAL CORPORATION AND
AFFILIATED COMPANIES INVESTMENT INCENTIVE
PLAN
By: /s/ Louis J. Rampino
----------------------------------
Louis J. Rampino
Title: On behalf of the Administrative
Committee for the Fremont
General Corporation and
Affiliated Companies
Investment Incentive Program
7
<PAGE>
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, jointly and severally, as his or her attorney-in-fact and
agent, each with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration Statement,
and to file the same, with exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
connection therewith, as fully and to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their or his substitute, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signatures Title Date
- -------------------------- ----------------------------- ----------------
/s/ James A. McIntyre Chairman of the Board and October 16, 1997
- -------------------------- Chief Executive Officer
James A. McIntyre (Principal Executive Officer)
/s/ Louis J. Rampino President, Chief Operating October 16, 1997
- -------------------------- Officer and Director
Louis J. Rampino
/s/ Wayne R. Bailey Executive Vice President, October 16, 1997
- -------------------------- Treasurer, Chief Financial
Wayne R. Bailey Officer (Principal Financial
Officer) and Director
/s/ John A. Donaldson Senior Vice President, October 16, 1997
- -------------------------- Controller and Chief
John A. Donaldson Accounting Officer (Principal
Accounting Officer)
/s/ Houston I. Flournoy Director October 16, 1997
- --------------------------
Houston I. Flournoy
8
<PAGE>
/s/ C. Douglas Kranwinkle Director October 16, 1997
- --------------------------
C. Douglas Kranwinkle
/s/ David W. Morrisroe Director October 16, 1997
- --------------------------
David W. Morrisroe
/s/ Dickinson C. Ross Director October 16, 1997
- --------------------------
Dickinson C. Ross
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<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Description
------- -----------
4.1 Fremont General Corporation and Affiliated Companies Investment
Incentive Program. (Incorporated by reference to Exhibit No.
10-3 to Annual Report on Form 10-K, for the fiscal year ended
December 31, 1995.)
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Counsel.
24.1 Power of Attorney (see page 8).
99 Internal Revenue Service Determination Letter, dated October
19, 1995.
10
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-8 No. 333-__________, dated October 16, 1997) pertaining to
the registration of 3,500,000 shares of the common stock of Fremont General
Corporation reserved for issuance under the Fremont General Corporation and
Affiliated Companies Investment Incentive Program of our reports (a) dated March
14, 1997, with respect to the consolidated financial statements and schedules of
Fremont General Corporation included in its Annual Report (Form 10-K), and (b)
dated July 25, 1997, with respect to the financial statements of the Fremont
General Corporation and Affiliated Companies Investment Incentive Program
included in its Annual Report (Form 11-K), both for the year ended December 31,
1996, filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Los Angeles, California
October 16, 1997
11
Exhibit 23.2
CONSENT OF COUNSEL
October 13, 1997
Fremont General Corporation
2020 Santa Monica Blvd., Suite 600
Santa Monica, California 90404
Re: Consent of Wilson Sonsini Goodrich & Rosati, P.C.
Ladies and Gentlemen:
We consent to the use of our name wherever appearing in the Registration
Statement, including any Prospectus constituting a part thereof, and any
amendments thereto.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
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Exhibit 99
INTERNAL REVENUE SERVICE DEPARTMENT OF THE TREASURY
DISTRICT DIRECTOR
2 CUPANIA CIRCLE
MONTEREY PARK, CA 91755
Employer Identification Number:
95-2815260
File Folder Number:
Date: OCT. 19, 1995 950040602
FREMONT GENERAL CORPORATION Person to Contact:
C/O TIMOTHY J. SPARKS LINDA PAGE
OR DOUGLAS M. LAURICE Contact Telephone Number:
WILSON, SONSINI, GOODRICH (213) 725-7063
650 PAGE MILL ROAD Plan Name:
PALO ALTO, CA 94304-1050 FREMONT GENERAL CORPORATION AND
AFFILIATED COMPANIES INCENTIVE
PLAN
Plan Number: 002
Dear Applicant:
We have made a favorable determination on your plan, identified above,
based on the information supplied. Please keep this letter in your permanent
records.
Continued qualification of the plan under its present form will depend on
its effect in operation. (See section 1.401-l(b) (3) of the Income Tax
Regulations.) We will review the status of the plan in operation periodically.
The enclosed document explains the significance of this favorable
determination letter, points out some features that may affect the qualified
status of your employee retirement plan, and provides information on the
reporting requirements for your plan. It also describes some events that
automatically nullify it. It is very important that you read the publication.
This letter relates only to the status of your plan under the Internal
Revenue Code. It is not a determination regarding the effect of other federal or
local statutes.
This determination letter is applicable for the amendment(s) adopted on
11/21/94 & 7/12/95.
This determination letter is applicable for the plan adopted on October
31, 1985.
This plan has been mandatorily disaggregated, permissively aggregated, or
restructured to satisfy the nondiscrimination requirements.
This plan satisfies the nondiscrimination in amount requirement of section
1.401(a) (4)-l(b) (2) of the regulations on the basis of a design-based safe
harbor described in the regulations.
This letter is issued under Rev. Proc. 93-39 and considers the amendments
required by the Tax Reform Act of 1986 except as otherwise specified in this
letter.
This plan satisfies the nondiscriminatory current availability
requirements of section 1.401(a) (4)-4(b) of the regulations with respect to
those benefits, rights, and features that are currently available to all
employees
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FREMONT GENERAL CORPORATION
in the plan's coverage group. For this purpose, the plan's coverage group
consists of those employees treated as currently benefiting for purposes of
demonstrating that the plan satisfies the minimum coverage requirements of
section 410(b) of the Code.
This letter may not be relied upon with respect to whether the plan
satisfies the qualification requirements as amended by the Uruguay Round
Agreements Act, Pub. L. 103-465.
The information on the enclosed addendum is an integral part of this
determination. Please be sure to read and keep it with this letter.
We have sent a copy of this letter to your representative as indicated in
the power of attorney.
If you have questions concerning this matter, please contact the person
whose name and telephone number are shown above.
Sincerely yours,
/s/ Richard R. Orosco
Richard R. Orosco
District Director
Enclosures:
Publication 794
Addendum
Letter 835 (DO/CG)
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FREMONT GENERAL CORPORATION
This plan also satisfies the requirements of Code section 401(k).
Letter 835 (DO/CG)
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