<PAGE>
As filed with the Securities and Exchange Commission on September 19, 1997
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
/X/ ANNUAL REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1996
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______ to ______
COMMISSION FILE NO. 1-8007
A. Full title of the plan and the address of the plan, if different from that
of the issuer named below:
FREMONT GENERAL CORPORATION
AND AFFILIATED COMPANIES
INVESTMENT INCENTIVE PLAN
B. Name of issuer of the securities held pursuant to the plan and the address
of its principal executive office:
FREMONT GENERAL CORPORATION
2020 SANTA MONICA BOULEVARD
SANTA MONICA, CALIFORNIA 90404
(310)315-5500
<PAGE>
REQUIRED INFORMATION
Fremont General Corporation Investment Incentive Plan ("Plan") is subject to the
Employee Retirement Income Security Act of 1974 ("ERISA"). Therefore, in lieu of
the requirements of Items 1-3 of Form 11-K, the financial statements and
schedules of the Plan for the two fiscal years ended December 31, 1996 and 1995,
which have been prepared in accordance with the financial reporting requirements
of ERISA, are attached hereto as Appendix 1 and incorporated herein by this
reference.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this annual report to be signed on its behalf by the undersigned hereunto
duly authorized.
FREMONT GENERAL INVESTMENT INCENTIVE PLAN
By: /s/ RAYMOND G. MEYERS September 18, 1997
---------------------
Raymond G. Meyers
Senior Vice President and
Chief Administrative Officer
of Fremont General Corporation
<PAGE>
APPENDIX 1
Financial Statements
and Supplemental Schedules
Fremont General Corporation
and Affiliated Companies
Investment Incentive Plan
Years ended December 31, 1996 and 1995
with Report of Independent Auditors
<PAGE>
Fremont General Corporation and Affiliated Companies
Investment Incentive Plan
Financial Statements
and Supplemental Schedules
Years ended December 31, 1996 and 1995
CONTENTS
Report of Independent Auditors.................................................1
Financial Statements
Statements of Net Assets Available for Benefits................................2
Statements of Changes in Net Assets Available for Benefits ....................3
Notes to Financial Statements..................................................4
Supplemental Schedules
Assets Held for Investment Purposes...........................................15
Schedule of Reportable Transactions ..........................................16
<PAGE>
Report of Independent Auditors
Plan Administrator of the
Fremont General Corporation and
Affiliated Companies Investment Incentive Plan
We have audited the accompanying statements of net assets available for benefits
of the Fremont General Corporation and Affiliated Companies Investment Incentive
Plan as of December 31, 1996 and 1995, and the related statements of changes in
net assets available for benefits for the years then ended. These financial
statements are the responsibility of the Plan's management. Our responsibility
is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion
In our opinion, the financial statements referred to above present fairly, in
all material respects,, the net assets available for benefits of the Plan at
December 31, 1996 and 1995, and the changes in its net assets available for
benefits for the years then ended in conformity with generally accepted
accounting principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying supplemental schedule of
assets held for investment purposes as of December 31, 1996, and schedule of
reportable transactions for the year then ended are presented for purposes of
complying with the Department of Labor's Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of 1974, and are
not a required part of the basic financial statements. The supplemental
schedules have been subjected to the auditing procedures applied in the audits
of the basic financial statements and, in our opinion, are fairly stated in all
material aspects in relation to the basic financial statements taken as a whole.
Ernst & Young LLP
July 11, 1997
1
<PAGE>
Fremont General Corporation and Affiliated Companies
Investment Incentive Plan
Statements of Net Assets Available for Benefits
<TABLE>
<CAPTION>
December 31
1996 1995
------------------------------
<S> <C> <C>
Assets Investments at fair value:
Merrill Lynch:
Growth Fund $ 11,358,801 $ 7,341,434
Global Allocation Fund 2,705,199 1,661,817
Corporate Bond Fund 3,222,463 3,328,729
Capital Fund 2,544,251 1,581,715
Basic Value Fund 3,017,601 1,712,184
Retirement Preservation Fund 21,964,461 23,586,720
Fremont General Corporation Common Stock 31,154,799 23,617,816
Participants' loans 2,936,028 2,455,116
------------------------------
78,903,603 65,285,531
Receivables:
Interest and dividends 165,556 135,839
------------------------------
Net assets available for benefits $ 79,069,159 $ 65,421,370
==============================
See accompanying notes.
</TABLE>
2
<PAGE>
Fremont General Corporation and Affiliated Companies
Investment Incentive Plan
Statements of Changes in Net Assets Available for Benefits
<TABLE>
<CAPTION>
Year ended December 31
1996 1995
-----------------------------
<S> <C> <C>
ADDITIONS
Contributions:
Employee $ 6,489,512 $ 5,263,869
Employer Companies 2,913,891 2,337,148
Interest and dividends 3,899,971 3,110,435
Net realized and unrealized appreciation
in fair value of investments 7,987,447 12,011,938
Transfer from acquired companies' Plan - 5,729,409
-----------------------------
21,290,821 28,452,799
DEDUCTIONS
Benefit distributions to participants 7,643,032 5,814,180
-----------------------------
Net increase 13,647,789 22,638,619
Net assets available for benefits at beginning of
year 65,421,370 42,782,751
-----------------------------
Net assets available for benefits at end of year $79,069,159 $65,421,370
=============================
See accompanying notes.
</TABLE>
3
<PAGE>
Fremont General Corporation and Affiliated Companies
Investment Incentive Plan
Notes to Financial Statements
December 31, 1996
1. DESCRIPTION OF THE PLAN
The following description of the Fremont General Corporation and Affiliated
Companies (the Company) Investment Incentive Plan (the Plan) provides only
general information. Participants should refer to the Plan document for a more
complete description of the Plan's provisions.
GENERAL
The Plan is a defined contribution 401(k) plan which commenced on February 1,
1986, and covers employees of Fremont General Corporation and affiliated
companies (the Employer Companies). An employee who is employed by the Employer
Companies is eligible to participate beginning the first full pay period in the
month following employment. Enrollment in the Plan is voluntary.
The preparation of the financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.
CONTRIBUTIONS
Eligible employees may contribute from 2% to 15% of their pretax basic
compensation. Effective January 1, 1996, Employer Companies matched 70% of the
first 6% of earnings contributed by the participant. Prior to January 1, 1996,
the Employer Companies matched 65% of the first 6% of earnings contributed by
the participant. Officers participate in the Plan on the same basis as all other
employees. Each contributing Employer Company also may elect to make an
additional discretionary contribution based on profit for the year.
Discretionary employer contributions are generally allocated to participants in
proportion to their compensation. Effective January 1, 1997, Employer Companies
will match 75% of the first 6% of earnings contributed by the participant.
PARTICIPANT ACCOUNTS
Each participant's account is credited with the participant's contributions and
allocations of (a) the Company's contributions and (b) Plan earnings.
Allocations are based on participant earnings or account balances. Forfeited
balances of terminated participants' nonvested accounts are used to reduce
future Employer Companies' contributions.
4
<PAGE>
Fremont General Corporation and Affiliated Companies
Investment Incentive Plan
Notes to Financial Statements (continued)
1. DESCRIPTION OF THE PLAN (CONTINUED)
VESTING
Participants' contributions and allocated earnings thereon are 100% vested at
all times. Company matching and discretionary contributions vest in increments
of 20% (10% for employees hired after December 1, 1988, for the first four
years; 20% thereafter) for each full year of service and become 100% vested in
the event of death, disability, upon attainment of age 65, or upon termination
of the Plan.
INVESTMENT OPTIONS
The Plan trustee is Merrill Lynch (ML). The participant may direct his employer
and employee contributions in any of the following six ML investment options or
the Fremont General Corporation Common Stock.
Merrill Lynch Growth Fund - Invests in a diversified portfolio of equity
securities (common stocks and to a lesser extent securities convertible
into common stocks)
Merrill Lynch Global Allocation Fund - Globally oriented portfolio of
equity, debt and money market securities
Merrill Lynch Corporate Bond Fund - Composed primarily of taxable fixed
income securities rated A or better
Merrill Lynch Capital Fund - Fully managed investment fund utilizing
equity, debt and convertible securities
Merrill Lynch Basic Value Fund - Invests in stocks that are selling at a
discount from per share book value or from historic price-to-earnings
ratios, have dividend yields greater than the stock market average and/or
seem capable of recovering from situations that caused the companies to
become temporarily out of favor
Merrill Lynch Retirement Preservation Fund - Invests in broadly diversified
portfolio of Guaranteed Investment Contracts and in obligations of U.S.
government and U.S. government agency securities
5
<PAGE>
Fremont General Corporation and Affiliated Companies
Investment Incentive Plan
Notes to Financial Statements (continued)
1. DESCRIPTION OF THE PLAN (CONTINUED)
Fremont General Corporation Common Stock - Single stock equity investment
as opposed to a diversified portfolio of securities
DISTRIBUTIONS
All distributions of vested account balances are made to participants following
termination of employment, retirement from the Company, total disability, or to
the designated beneficiary following a participant's death. In addition,
participants may make withdrawals from their account balances in the event of
hardship or upon attainment of age 70-1/2. A hardship withdrawal can be made for
the following circumstances: expenses to avoid foreclosure of a principal
residence, extraordinary medical expenses, tuition expenses for the following 12
months for the participant or the participant's dependents, and a down payment
to purchase a principal residence.
PARTICIPANTS' LOANS
Participants may borrow from the vested portion of their account balance based
on the balance at the close of business of the prior day. Interest is determined
at two points above prime rate on the date of loan approval and is fixed for the
term of the loan. An approved loan must be repaid fully within a minimum of 12
months to a maximum of 60 months. A transaction fee of $40 is required of each
Participant upon loan approval.
TERMINATION
Although it has not expressed any intent to do so, the Company has the right to
terminate the Plan at any time. In the event of termination, the Plan agreement
provides for full vesting of all participants.
ACQUISITION
On February 22, 1995, the Company completed the acquisition of 100% of the
outstanding common stock of Casualty Insurance Company (Casualty) from the
Buckeye Union Insurance Company. Investments totaling $5,729,409 were
transferred into the Plan which represents assets held in former Casualty
employee benefit plans.
6
<PAGE>
Fremont General Corporation and Affiliated Companies
Investment Incentive Plan
Notes to Financial Statements (continued)
2. SUMMARY OF ACCOUNTING POLICIES
VALUATION OF INVESTMENTS
All assets of the Plan are held by ML at December 31, 1996.
Investments are stated at current net asset value, which approximates fair
value. The Merrill Lynch funds' net asset values are determined by ML. Fremont
General Corporation Common Stock is stated at current value as determined by the
Administrative Committee based on the closing price on the New York Stock
Exchange (NYSE). The closing price of Fremont General Corporation Common Stock
on December 31, 1996 was $31 per share.
INVESTMENT INCOME
Interest and dividend income is recorded on the accrual basis.
Realized investment gains and losses are determined using the specific
identification basis.
INCOME TAX STATUS
The Internal Revenue Service has issued a determination letter dated October 19,
1995, that the Plan qualifies, in form, under Sections 401(a) and 401(k) of the
Internal Revenue Code of 1986, as amended (the Code), and the underlying trust
is, therefore exempt from federal income taxes under Section 501(a) of the Code.
The Plan is required to operate in accordance with the Code to maintain its tax
qualification. The Plan Administrator is not aware of any course of actions or
series of events that have occurred which might adversely affect the Plan's
qualified status.
EXPENSES
All administrative expenses of the Plan are paid by the Company. The Plan
utilizes office space provided by the Company for which it pays no rent.
7
<PAGE>
Fremont General Corporation and Affiliated Companies
Investment Incentive Plan
Notes to Financial Statements (continued)
2. SUMMARY OF ACCOUNTING POLICIES (CONTINUED)
BENEFIT PAYMENTS
Benefit distributions to Plan participants are recorded in the period in which
the distributions are paid. Distributions payable at December 31, 1996 and 1995
are $313,199 and $32,127, respectively.
FORFEITURES
The balance of amounts forfeited by nonvested accounts at December 31, 1996
was $696,631. These forfeitures will be used in the future to reduce employer
contributions.
3. INVESTMENT PROGRAMS
The Plan provides various programs in which participants may elect to have their
accounts invested. A summary of the 1996 and 1995 statements of net assets
available for benefits and statements of changes in net assets available for
benefits allocated to each of these programs is as follows.
8
<PAGE>
Fremont General Corporation and Affiliated Companies
Investment Incentive Plan
Notes to Financial Statements (continued)
3. INVESTMENT PROGRAMS (CONTINUED)
Net assets available for benefits at December 31, 1996:
<TABLE>
<CAPTION>
Merrill
Merrill Lynch Merrill Merrill
Lynch Global Lynch Lynch
Growth Allocation Corporate Capital
Fund Fund Bond Fund Fund
------------------------------------------------------------------
<S> <C> <C> <C> <C>
Investments at fair value $ 11,358,801* $ 2,705,199 $ 3,222,463 $ 2,544,251
Interest and dividends
receivable - - - -
------------------------------------------------------------------
Net assets available for
benefits $ 11,358,801 $ 2,705,199 $ 3,222,463 $ 2,544,251
==================================================================
</TABLE>
<TABLE>
<CAPTION>
Merrill Merrill Fremont
Lynch Lynch General
Basic Retirement Corporation
Value Preservation Fund Common Participants'
Fund Stock Loan Total
--------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Investments at fair value $ 3,017,601 $ 21,964,461* $ 31,154,799* $ 2,936,028 $ 78,903,603
Interest and dividends
receivable - - 165,556 - 165,556
--------------------------------------------------------------------------------
Net assets available for
benefits $ 3,017,601 $ 21,964,461 $ 31,320,355 $ 2,936,028 $ 79,069,159
================================================================================
*Investments represent 5% or more of the net assets available for benefits at December 31, 1996.
</TABLE>
Net assets available for benefits at December 31, 1995:
<TABLE>
<CAPTION>
Merrill
Merrill Lynch Merrill Merrill
Lynch Global Lynch Lynch
Growth Allocation Corporate Capital
Fund Fund Bond Fund Fund
---------------------------------------------------------------
<S> <C> <C> <C> <C>
Investments at fair value $ 7,341,434 $ 1,661,817 $ 3,328,729 $ 1,581,715
Interest and dividends
receivable - - - -
---------------------------------------------------------------
Net assets available for
benefits $ 7,341,434 $ 1,661,817 $ 3,328,729 $ 1,581,715
===============================================================
</TABLE>
<TABLE>
<CAPTION>
Merrill Merrill Fremont
Lynch Lynch General
Basic Retirement Corporation
Value Preservation Common Participants'
Fund Fund Stock Loan Total
------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Investments at fair value $ 1,712,184 $ 23,586,720 $ 23,617,816 $ 2,455,116 $ 65,285,531
Interest and dividends
receivable - - 135,839 - 135,839
------------------------------------------------------------------------------
Net assets available for
benefits $ 1,712,184 $ 23,586,720 $ 23,753,655 $ 2,455,116 $ 65,421,370
==============================================================================
</TABLE>
9/10
<PAGE>
Fremont General Corporation and Affiliated Companies
Investment Incentive Plan
Notes to Financial Statements (continued)
3. INVESTMENT PROGRAMS (CONTINUED)
Changes in net assets available for benefits for year ended December 31, 1996:
<TABLE>
<CAPTION>
Merrill Merrill
Merrill Lynch Lynch Merrill
Lynch Global Corporate Lynch
Growth Allocation Bond Capital
Fund Fund Fund Fund
----------------------------------------------------------------
<S> <C> <C> <C> <C>
ADDITIONS
Contributions $ 2,119,923 $ 649,831 $ 714,457 $ 926,383
Interest and dividends 879,075 260,133 229,380 244,083
Net realized and unrealized
appreciation (depreciation) in
fair value of investments 1,620,370 72,663 (157,718) 37,502
---------------------------------------------------------------
4,619,368 982,627 786,119 1,207,968
Interfund transfers 365,620 399,104 (516,401) 136,501
DEDUCTIONS
Benefit distributions to
participants 967,621 338,349 375,984 381,933
---------------------------------------------------------------
Net increase (decrease) 4,017,367 1,043,382 (106,266) 962,536
Net assets available for benefits
at beginning of year 7,341,434 1,661,817 3,328,729 1,581,715
---------------------------------------------------------------
Net assets available for benefits
at end of year $11,358,801 $ 2,705,199 $ 3,222,463 $ 2,544,251
===============================================================
</TABLE>
11
<PAGE>
<TABLE>
<CAPTION>
Merrill Merrill Fremont
Lynch Lynch General
Basic Retirement Corporation
Value Preservation Common Stock Participants'
Fund Fund Loans Total
-------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
ADDITIONS
Contributions $ 780,958 $ 1,872,985 $ 2,338,866 $ - $ 9,403,403
Interest and dividends 201,602 1,405,895 679,803 - 3,899,971
Net realized and unrealized
appreciation(depreciation) in
fair value of investments 207,744 - 6,206,886 - 7,987,447
-------------------------------------------------------------------------
1,190,304 3,278,880 9,225,555 - 21,290,821
Interfund transfers 398,688 (595,147) (188,365) - -
DEDUCTIONS
Benefit distributions to
participants 283,575 4,305,992 1,470,490 (480,912) 7,643,032
--------------------------------------------------------------------------
Net increase (decrease) 1,305,417 (1,622,259) 7,566,700 480,912 13,647,789
Net assets available for
benefits at beginning of year 1,712,184 23,586,720 23,753,655 2,455,116 65,421,370
-------------------------------------------------------------------------
Net assets available for
benefits at end of year $3,017,601 $ 21,964,461 $ 31,320,355 $2,936,028 $ 79,069,159
=========================================================================
</TABLE>
12
<PAGE>
Fremont General Corporation and Affiliated Companies
Investment Incentive Plan
Notes to Financial Statements (continued)
3. INVESTMENT PROGRAMS (CONTINUED)
Changes in net assets available for benefits for year ended December 31, 1995:
<TABLE>
<CAPTION>
Merrill Merrill
Merrill Lynch Lynch Merrill
Lynch Global Corporate Lynch
Growth Allocation Bond Capital
Fund Fund Fund Fund
---------------------------------------------------------------------
<S> <C> <C> <C> <C>
ADDITIONS
Contributions $ 1,616,434 $ 520,565 $ 621,941 $ 574,278
Interest and dividends 668,256 130,085 208,953 137,665
Net realized and unrealized
appreciation in fair
value of investments 1,182,529 98,435 299,825 96,049
---------------------------------------------------------------------
3,467,219 749,085 1,130,719 807,992
Interfund transfers 63,990 361,651 162,747 492,840
Transfer of Plan assets
from acquired subsidiaries - - - -
DEDUCTIONS
Benefit distributions to
participants 823,885 74,895 217,145 111,943
---------------------------------------------------------------------
Net increase 2,707,324 1,035,841 1,076,321 1,188,889
Net assets available for
benefits at beginning of year 4,634,110 625,976 2,252,408 392,826
---------------------------------------------------------------------
Net assets available for
benefits at end of year $ 7,341,434 $ 1,661,817 $ 3,328,729 $ 1,581,715
=====================================================================
</TABLE>
13
<PAGE>
<TABLE>
<CAPTION>
Merrill Merrill Fremont
Lynch Lynch General
Basic Retirement Corporation
Value Preservation Common Stock Participants'
Fund Fund Loans Total
----------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
ADDITIONS
Contributions $ 475,568 $ 1,930,173 $ 1,862,058 $ - $ 7,601,017
Interest and dividends 69,261 1,321,927 574,288 - 3,110,435
Net realized and unrealized
appreciation in fair
value of investments 188,267 - 10,146,833 - 12,011,938
----------------------------------------------------------------------------
733,096 3,252,100 12,583,179 - 22,723,390
Interfund transfers 632,348 349,879 (2,063,455) - -
Transfer of Plan assets
from acquired subsidiaries - 5,407,678 - 321,731 5,729,409
DEDUCTIONS
Benefit distributions to
participants 118,625 3,489,459 1,351,107 (372,879) 5,814,180
----------------------------------------------------------------------------
Net increase 1,246,819 5,520,198 9,168,617 694,610 22,638,619
Net assets available for
benefits at beginning of year 465,365 18,066,522 14,585,038 1,760,506 42,782,751
----------------------------------------------------------------------------
Net assets available for
benefits at end of year $1,712,184 $ 23,586,720 $ 23,753,655 $ 2,455,116 $ 65,421,370
============================================================================
</TABLE>
14
<PAGE>
Supplemental Schedules
<PAGE>
Fremont General Corporation and Affiliated Companies
Investment Incentive Plan
Schedule of Assets Held for Investment Purposes
December 31, 1996
<TABLE>
<CAPTION>
IDENTITY OF ISSUE, BORROWER, CURRENT
LESSOR OR SIMILAR PARTY DESCRIPTION OF INVESTMENT COST VALUE
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Merrill Lynch*
Growth Fund 434,703 Units $ 9,346,913 $ 11,358,801
Global Allocation Fund 185,924 Units 2,614,865 2,705,199
Corporate Bond Fund 284,670 Units 3,243,087 3,222,463
Capital Fund 81,940 Units 2,469,058 2,544,251
Basic Value Fund 97,342 Units 2,719,912 3,017,601
Retirement Preservation Fund 21,964,461 Units 21,964,461 21,964,461
Fremont General Corporation* 1,004,994 shares of common stock
11,544,133 31,154,799
Participants' loans Interest at prime plus two percent, due
at various dates through 2000
2,936,028 2,936,028
-------------------------------
$ 56,838,457 $ 78,903,603
===============================
*Indicates a party-in-interest to the Plan.
</TABLE>
15
<PAGE>
Fremont General Corporation and Affiliated Companies
Investment Incentive Plan
Schedule of Reportable Transactions
Year ended December 31, 1996
<TABLE>
<CAPTION>
Current Value
Expenses of Asset on
Description Purchase Selling Incurred with Cost of Transaction Net Gain
Identity of Party Involved of Asset Price Price Transaction Asset Date (Loss)
- --------------------------------------------------------------------------------------------------------------------------
Category (iii) - A series
of transactions in excess
of 5% of Plan assets.
<S> <C> <C> <C> <C> <C> <C> <C>
Merrill Lynch* Growth Fund $4,860,395 $ - $ - $4,860,395 $4,860,395 $ -
Merrill Lynch* Growth Fund - 2,396,540 - 2,130,036 2,130,036 -
Merrill Lynch* Retirement
Preservation
Fund 6,319,847 - - 6,319,847 6,319,847 266,504
Merrill Lynch* Retirement
Preservation
Fund - 7,941,369 - 7,941,369 7,941,369 -
Fremont General Corporation* Common Stock 4,831,727 - - 4,831,727 4,831,727 -
Fremont General Corporation* Common Stock - 3,077,328 - 1,946,675 1,946,675 1,130,653
There were no category (i), (ii) or (iv) reportable transactions during 1996.
*Indicates a party-in-interest to the Plan.
</TABLE>
16
<PAGE>
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement Form
S-8 pertaining to the Investment Incentive Program of Fremont General
Corporation of our report dated July 11, 1997, with respect to the financial
statements and schedules of the Fremont General Corporation Investment Incentive
Program included in this Annual Report Form 11-K for the year ended December 31,
1996.
/s/ Ernst & Young LLP
Los Angeles, California
September 18, 1997
