As filed with the Securities and Exchange Commission on December 12, 1997
Registration No. 333-17525
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------
AMENDMENT NO.1 TO
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
(650) 493-9300
<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 Plan, 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 11, 1997, the last reported sale price of the Common Stock was
$49.375 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 12, 1997
2
<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 worldwide 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, as amended by Amendment No.
1, which the Company has filed with the Securities and Exchange Commission under
the Securities Act (Registration No 333-17525). The Registration Statement, as
amended by Amendment No. 1, including various exhibits, may be inspected at the
Commission's office in Washington, D.C.
3
<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. 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 the shares awarded to each Plan Participant 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 October 31, 1997, 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, as amended, 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.
4
<PAGE>
<TABLE>
<CAPTION>
SHARES
AWARDED TO
PLAN
PARTICIPANTS SHARES BENEFICIALLY
NUMBER OF SHARES THAT WILL BE OWNED AFTER
BENEFICIALLY OWNED AS OF AVAILABLE OFFERING (IF ALL REGISTERED
OCTOBER 31, 1997 (1) (2) FOR RESALE AS SHARES ARE SOLD)(1)(2)
------------------------ RESTRICTIONS ---------------------------
NAME NUMBER PERCENT LAPSE NUMBER PERCENT
- ------------------------------------ ---------- ------- ------------- ----------- -------
<S> <C> <C> <C> <C> <C>
James A. McIntyre (3)............... 2,331,148 7.1 401,940 1,929,208 5.8
Wayne R. Bailey (4)................. 326,435 1.0 185,760 140,675 *
John A. Donaldson (5)............... 68,698 * 30,150 38,548 *
Alan W. Faigin (6).................. 53,530 * 19,125 34,405 *
Houston I. Flournoy (7)............. 38,631 * 23,400 15,231 *
C. Douglas Kranwinkle (8)........... 39,626 * 23,400 16,226 *
Raymond G. Meyers (9)............... 231,433 * 110,700 120,733 *
David W. Morrisroe (10)............. 48,636 * 23,400 25,236 *
Louis J. Rampino (11)............... 634,996 1.9 277,344 357,652 1.1
Dickinson C. Ross (12).............. 52,463 * 23,400 29,063 *
Other Plan Participants (each
holding less than one
percent) (13)................... 1,778,066 5.4 634,460 1,143,606 3.5
TOTAL 5,603,662 16.9 1,753,079 3,850,583 11.6
- ---------------------
* Less than 1%.
</TABLE>
(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 33,015,626 shares of Common Stock outstanding as of October 31,
1997. 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
October 31, 1997 are deemed outstanding. Includes 475,000 shares of
restricted stock awarded October 31, 1997 under the Company's 1997 Stock
Plan which became effective December 1, 1997.
(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 20,800 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. Does
not include 1,485,000 shares owned benefically by Mrs. Maureen McIntyre,
Mr. McIntyre's mother. Mr. McIntyre holds a remainder beneficial interest
in such shares and disclaims beneficial ownership of such shares.
(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. Donaldson has served as Controller and Chief Accounting Officer of the
Company for more than three years prior to the date of this Prospectus,
and has served as Senior Vice President since 1997.
5
<PAGE>
(6) 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.
(7) 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.
(8) Mr. Kranwinkle has served as a Director of the Company for more than
three years prior to the date of this Prospectus.
(9) 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.
(10) Mr. Morrisroe has served as a Director of the Company for more than three
years prior to the date of this Prospectus.
(11) 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.
(12) Mr. Ross has served as a Director of the Company 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; Salvatore C. Bianco; Pamela H. Blackmore; Stella J. Bobak; Thomas
G. Brady; Sarah R. Branigan; 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; Kim Bea Crist; Linda S. Darga;
Donald M. Davis; Kenneth F. Demski; Avo Deukmejian; 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; Robert J.
Gore; William D. Granato; Troy A. Grande; Philip E. Grassbaugh; Robin A.
Gregory; Ronald Groden; Steven C. Gross; Michele P. Gust; Bert D.
Haboucha; Andrew D. Hall; Gary C. Harrigian; Jacqueline Hassett; Marilyn
I. Hauge; David D. Henderson; Patricia A. Henry; Ronald F. Herzig; William
J. Hillstrom; Elizabeth Hilton; Elaine E. Himeno; Gilbert Carl Hubbell;
Diana L. Jarrett; 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 M. Krall; David M. Krebs; Henry Krizl;
Patrick E. Lamb; Alan M. Lapidus; Robin J. Lee; Michael Liddy; Perrin Y.
Lim; James E. Little; Michael A. Loehr; Mark A. Looft; Scott S. Manlin;
Randall Mark; Thomas M. Masuguchi; Nicole F. Maury; Noel P. Mayfield;
James M. McWalters; Diane Meyerson; Scott H. Mitchell; Cynthia Morrison;
Mahsha Motamedi; Michael A. Mueller; John P. Neher; Bradley K. Nichols;
Jerry F. Noles; Maureen C. Nunnari; William B. O'Hara; Steven E. Ogus;
Ranney P. Pageler; Steven K. Patton; Douglas C. Payne; James E. Perrotta;
John L. Phelan; Daniel G. Platt; Kathleen Pogran; Anthony R. Pokorny; Jay
B. Provo; Richard C. Pugh; Denise K. Richardson; Josephine Roberts; 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; Laura M. Strange; B. Morgyn Taylor; Gary P.
Taylor; Nick Terbovic; William E. Timothy; William M. Verigin; Sandra
Walder; Kyle R. Walker; John P. Walsh; Del A. Walter; Alana L. Warren;
Ronald R. Warwick; Suzanne T. Watanabe; Signe N. Wetteland; Thomas C.
Whitesell; Mary E. Wilkman; Michael W. Wingard; Emmett M. Witt; Jill A. K.
Yamashiro; Jeffrey Zangrilli and Murray L. Zoota.
6
<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, as amended, 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 Plan,
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, contained in Regulation M 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.
7
<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 one year has 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
two 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, 1996, as filed with the Commission on March 31, 1997.
(2) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1997, as filed with the Commission on May 15, 1997.
(3) The Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1997, as filed with the Commission on August 14, 1997.
(4) The Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1997, as filed with the Commission on November 14, 1997.
(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.
(6) The Company's current reports on Form 8-K filed on August 14, 1997
and October 15, 1997.
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.
8
<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, 1996, as filed with the Commission on March 31, 1997.
(2) The Company's Quarterly Report on Form 10-Q for the quarter ended March
31, 1997, as filed with the Commission on May 15, 1997.
(3) The Company's Quarterly Report on Form 10-Q for the quarter ended June
30, 1997, as filed with the Commission on August 14, 1997.
(4) The Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1997, as filed with the Commission on November 14, 1997.
(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.
(6) The Company's current reports on Form 8-K filed on August 14, 1997 and
October 15, 1997.
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,
<PAGE>
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 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 No. 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.)
II-2
<PAGE>
5.1 Opinion of Counsel as to legality of shares.*
23.1 Independent Auditors' Consent (see page II-5).
24.1 Power of Attorney.*
* Previously filed with Registration Statement on Form S-8/S-3 (File No. 333-17525) and incorporated herein by reference.
</TABLE>
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.
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<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 post-effective
Amendment No. 1 to 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 12th day of December, 1997.
FREMONT GENERAL CORPORATION
By: /s/ LOUIS J. RAMPINO
----------------------
Louis J. Rampino,
President
Pursuant to the requirements of the Securities Act of 1933, this
post-effective Amendment No. 1 to 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>
* Chairman of the Board and Chief Executive December 12, 1997
- ------------------------- Officer (Principal Executive Officer)
James A. McIntyre
/s/ LOUIS J. RAMPINO President, Chief Operating Officer and December 12, 1997
- ------------------------- Director
Louis J. Rampino
* Executive Vice President, Treasurer, December 12, 1997
- ------------------------- Chief Financial Officer (Principal
Wayne R. Bailey Financial Officer) and Director
* Senior Vice President, Controller and Chief December 12, 1997
- ------------------------- Accounting Officer (Principal Accounting Officer)
John A. Donaldson
* Director December 12, 1997
- -------------------------
Houston I. Flournoy
* Director December 12, 1997
- -------------------------
C. Douglas Kranwinkle
* Director December 12, 1997
- -------------------------
David W. Morrisroe
* Director December 12, 1997
- -------------------------
Dickinson C. Ross
*By /s/ LOUIS J. RAMPINO
--------------------
Louis J. Rampino
Attorney-in-fact
</TABLE>
II-4
<PAGE>
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8/S-3 No. 333-17525 Amendment No. 1, dated December 12, 1997) of Fremont
General Corporation 1995 Restricted Stock Award Plan 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.
/s/ ERNST & YOUNG LLP
-----------------
Ernst & Young LLP
Los Angeles, California
December 12, 1997
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<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
EXHIBITS
Registration Statement on Form S-8/S-3
FREMONT GENERAL CORPORATION
II-6
<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 Bylaws of the Company defining the Rights of
Common Stock Holders. (Filed as Exhibit No. 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 (see page II-5) .....................................
24.1 Power of Attorney (see page II-4 of this Registration Statement) .................. *
- -----------------------
* Previously filed with Registration Statement on Form S-8/S-3 (File No. 333-17535) and incorporated herein by reference.
</TABLE>
II-7
