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
SUPPLEMENTAL RETIREMENT PLAN
AND
FREMONT GENERAL CORPORATION
SENIOR SUPPLEMENTAL RETIREMENT PLAN
(Full title of the plans)
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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
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Amount Proposed Maximum Proposed Maximum Amount of
Title of Securities to be Offering Price Aggregate Offering Registration
to be Registered Registered Per Share Price Fee
- -------------------------------------------------------------------------------------------------------------
Common Stock, $1.00 par value:
<S> <C> <C> <C> <C>
Fremont General Corporation 1,000,000 $48.09 (1) $48,090,000 (1) $14,573
Supplemental Retirement Plan and
Fremont General Corporation
Senior Supplemental Retirement
Plan
- -------------------------------------------------------------------------------------------------------------
Fremont General Corporation
Supplement Retirement Plan and
Fremont General Corporation (2) (3) (2) (2) (2)
Senior Supplemental Retirement
Plan
- -------------------------------------------------------------------------------------------------------------
<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.
(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
Supplemental Retirement Plan and the Fremont General Corporation Senior
Supplemental Retirement Plan.
(3) The securities registered here are allocated among the plans as follows:
the Fremont General Corporation Supplemental Retirement Plan, 75,000 and the
Fremont General Corporation Senior Supplemental Retirement Plan, 925,000.
</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 Supplemental Retirement Plan and the Fremont General Corporation
Senior Supplemental Retirement Plan (collectively, the "Plans") 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 Plans (file no. 33-39774) filed on or about April
5, 1991.
6. The information contained in the Registrant's Registration
Statement on Form S-8 for the Plans (file no. 33-59896) 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.
All documents filed by the Registrant and the Plans 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.
3
<PAGE>
ITEM 8. EXHIBITS.
Exhibit
Number Description
------- -----------
4.1 Fremont General Corporation Supplemental Retirement Plan.
(Incorporated by reference to Exhibit 10.5 to Annual Report
on Form 10-K, for the fiscal year ended December 31, 1995.)
4.2 Fremont General Corporation Senior Supplemental Retirement Plan.
(Incorporated by reference to Exhibit 10.7 to Annual Report 10-K,
for the fiscal year ended December 31, 1995.)
5.1 Opinion of Counsel.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Counsel (contained in Exhibit 5.1).
24.1 Power of Attorney (see page 7).
ITEM 9. UNDERTAKINGS.
Omitted pursuant to General Instruction E to Form S-8.
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<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
----------------------------------
Louis J. Rampino
Title: President and Chief Operating
Officer
5
<PAGE>
SIGNATURES
THE PLANS. Pursuant to the requirements of the Securities Act of 1933, as
amended, the trustee (or other persons who administer the employee benefit
plans) of the Fremont General Corporation Supplemental Retirement Plan and the
Fremont General Corporation Senior Supplemental Retirement Plan has duly caused
this Registration Statement to be signed on their 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 SUPPLEMENTAL RETIREMENT PLAN
AND FREMONT GENERAL CORPORATION SENIOR SUPPLEMENTAL
RETIREMENT PLAN
/s/ Louis J. Rampino
---------------------------------------------------------
By: Louis J. Rampino
Title: On behalf of the Administrative Committees of the
Fremont General Corporation Supplemental
Retirement Plan and the Fremont General
Corporation Senior Supplemental Retirement Plan.
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<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 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)
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<PAGE>
/s/ Houston I. Flournoy Director October 16, 1997
- --------------------------
Houston I. Flournoy
/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 Supplemental Retirement Plan.
(Incorporated by reference to Exhibit 10.5 to Annual Report
on Form 10-K, for the fiscal year ended December 31, 1995.)
4.2 Fremont General Corporation Senior Supplemental Retirement Plan.
(Incorporated by reference to Exhibit 10.7 to Annual Report 10-K,
for the fiscal year ended December 31, 1995.)
5.1 Opinion of Counsel.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Counsel (contained in Exhibit 5.1).
24.1 Power of Attorney (see page 7).
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Exhibit 5.1
OPINION OF COUNSEL
October 16, 1997
Fremont General Corporation
2020 Santa Monica Blvd., Suite 600
Santa Monica, California 90404
Re: Opinion of Wilson Sonsini Goodrich & Rosati, P.C.
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 to be
filed by you with the Securities and Exchange Commission on or about October 16,
1997, in connection with the registration under the Securities Act of 1933, as
amended, of 1,000,000 additional shares of the Common Stock of Fremont General
Corporation (the "Company") reserved for issuance under the Fremont General
Corporation Supplemental Retirement Plan and the Fremont General Corporation
Senior Supplemental Retirement Plan (collectively, the "Plans") as well as an
indeterminate amount of related plan interests.
As your outside legal counsel, we have examined the proceedings
taken and are familiar with the proceedings proposed to be taken by you in
connection with the sale and issuance of said shares. It is our opinion that,
upon completion of the proceedings to be taken prior to issuance of the shares
pursuant to the Plans and upon completion of the proceedings being taken in
order to permit such transactions to be carried out in accordance with the
securities laws of the various states where required, the shares, when issued
and sold in the manner referred to in the Plans and the agreements which
accompany the Plans, will be legally and validly issued, fully-paid and
nonassessable.
It is further our opinion that the provisions of the written plan
documents constituting the Fremont General Corporation Supplemental Retirement
Plan is in material compliance with the requirements of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA"). Please note that the Fremont
General Corporation Senior Supplemental Retirement Plan is not subject to ERISA.
We consent to the use of this opinion as an exhibit to said
Registration Statement and further consent to the use of our name wherever
appearing in said Registration Statement, including the Prospectus constituting
a part thereof, and amendments thereto.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
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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 75,000 and 925,000 shares of the common stock of Fremont
General Corporation reserved for issuance under the Fremont General Corporation
Supplemental Retirement Plan and Fremont General Corporation Senior Supplemental
Retirement Plan, respectively, of our report 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) for the year ended
December 31, 1996, filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Los Angeles, California
October 16, 1997
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