UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
Fremont General Corporation
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
A-357288109
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(CUSIP Number)
James A. McIntyre
2020 Santa Monica Boulevard, Suite 600, Santa Monica, California 90404
(310) 315-5500
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
December 31, 1998
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box / /.
NOTE: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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SCHEDULE 13D
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CUSIP No. A-357288109 Page 2 of 7 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
James Albert McIntyre
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
OO, PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 8,273,009 (1)
OWNED BY
EACH ----- -------------------------------------------------------
REPORTING 8 SHARED VOTING POWER
PERSON 218,000 (1)
WITH
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9 SOLE DISPOSITIVE POWER
8,273,009 (1)
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10 SHARED DISPOSITIVE POWER
218,000 (1)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,491,009 (1)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.1%
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14 TYPE OF REPORTING PERSON (See Instructions)
IN
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Page 3 of 7 Pages
ITEM 1. SECURITY AND ISSUER.
Common Stock of Fremont General Corporation (the "Company"), 2020 Santa
Monica Boulevard, Suite 600, Santa Monica, California 90404.
ITEM 2. IDENTITY AND BACKGROUND.
Set forth below is the following information with respect to the individual
on behalf of whom this Schedule 13D is being signed: (a) name; (b) address; (c)
information concerning principal occupation or employment; (d) information
concerning criminal convictions during the past five years; (e) information
concerning civil or administrative proceedings during the past five years; and
(f) information with respect to citizenship.
(a) James Albert McIntyre
(b) 2020 Santa Monica Boulevard, Suite 600
Santa Monica, California 90404
(c) Chairman and Chief Executive Officer of the Company, whose
address is set forth in Item 1 hereof.
(d) None.
(e) None.
(f) United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. (1)
JAMES A. MCINTYRE LIVING TRUST
The James A. McIntyre Living Trust, of which Mr. McIntyre is trustee, owns
3,040,402 shares of the Company's Common Stock. The trust acquired the shares as
gifts from James A. McIntyre, the Padaro Trust A and the McIntyre Family Trust.
PADARO PARTNERSHIP, L.P.
The James A. McIntyre Living Trust, of which Mr. McIntyre is trustee, is
the 2% general partner in the Padaro Partnership, L.P., which owns 3,000,000
shares of the Company's Common Stock. The Padaro Partnership, L.P. acquired the
shares from the James A. McIntyre Living Trust and the Padaro Trust.
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(1) All share numbers and prices included herein have been adjusted for a
10% stock dividend paid in June 1995, a three-for-two split of the Company's
Common Stock effected in February 1996 and a two-for-one split of the Company's
Common Stock effected in December 1998.
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Page 4 of 7 Pages
JAMES A. MCINTYRE GRANDCHILDREN'S TRUST
The James A. McIntyre Grandchildren's Trust, of which Mr. McIntyre is
trustee, owns 29,800 shares of the Company's Common Stock. The trust acquired
the shares as gifts from the James A. McIntyre Living Trust.
JAMES A. MCINTYRE CHARITABLE REMAINDER UNITRUSTS
The 1994 James A. McIntyre Charitable Remainder Unitrust owns 20,000 shares
of the Company's Common Stock and the 1998 James A. McIntyre Charitable
Remainder Unitrust owns 10,000 shares of the Company's Common Stock. Mr.
McIntyre is the trustee of each of these trusts. The trusts acquired the shares
as gifts from the James A. McIntyre Living Trust.
COMPANY BENEFIT PLANS
As of December 31, 1998 (the most recent valuation date), Mr. McIntyre
owned: (i) 379,685 shares pursuant to the Company's 401(k) Plan, (ii) 39,967
shares pursuant to the Company's Employee Stock Ownership Plan ("ESOP"), (iii)
35,437 shares pursuant to the Company's Excess Benefit Plan, and (iv) 71,602
shares pursuant to the Senior Supplemental Executive Retirement Plan ("SERP").
THE COMPANY'S 1995 RESTRICTED STOCK AWARD PLAN AND 1997 STOCK PLAN
Mr. McIntyre owns 1,237,960 shares of the Company's Common Stock that he
was awarded pursuant to the Company's 1995 Restricted Stock Award Plan, as
amended (the "1995 Plan"), and the 1997 Stock Plan (the "1997 Plan"). The shares
of Common Stock awarded under the 1995 Plan and 1997 Plan are restricted and may
not be sold by Mr. McIntyre until certain restrictions lapse. Shares will
generally be released from restriction at the rate of ten percent (10%) per year
beginning on the first designated release date and on each of the nine
anniversaries thereafter, provided that Mr. McIntyre's status as an employee or
director has not terminated and the Company has not exercised its reacquisition
option, and subject to certain provisions contained in Mr. McIntyre's Employment
Agreement, as amended, with the Company. See Item 6. Mr. McIntyre has full
voting and dividend rights with respect to the shares.
THE COMPANY'S AMENDED NON-QUALIFIED STOCK OPTION PLAN OF 1989
As of December 31, 1998, Mr. McIntyre held options, which were exercisable
within sixty days of such date, to purchase 408,154 shares of Common Stock
granted to him under the Company's Amended Non-Qualified Stock Option Plan of
1989.
THE MCINTYRE FOUNDATION
The McIntyre Foundation, of which Mr. McIntyre is a director, owns 218,000
shares of Common Stock. The McIntyre Foundation acquired the shares as gifts
from the James A. McIntyre Living Trust.
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Page 5 of 7 Pages
ITEM 4. PURPOSE OF TRANSACTION.
Mr. McIntyre acquired his shares of the Company's Common Stock through (i)
gifts from family members, (ii) purchases directly from the Company, (iii)
private purchases and transfers from family members and (iv) under employee
benefit plans. Mr. McIntyre may sell or acquire additional shares in the future
depending on his view of the business prospects of the Company, investment
alternatives, market conditions, and other factors.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (1)
(a) The aggregate number and percentage of the class of securities
identified pursuant to Item 1 of this Schedule 13D that are beneficially owned
by Mr. McIntyre are as follows:
NAME SHARES BENEFICIALLY OWNED PERCENT OF CLASS(1)
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James A. McIntyre 8,491,009 (2) 12.1%
(1) Based on 69,938,752 shares of the Company's Common Stock
outstanding as of December 31, 1998.
(2) Includes options to purchase 408,154 shares the Company's
Common Stock which were exercisable within sixty days of
December 31, 1998, and 526,691 shares held by the trustees
under the Company's 401(k) Plan, Employee Stock Ownership
Plan, Excess Benefit Plan and Senior Supplemental Executive
Retirement Plan (the "Plans"). Also includes 1,237,960
shares of the Company's Common Stock awarded pursuant to the
Company's 1995 Plan and the 1997 Plan. The shares of Common
Stock awarded under the 1995 Plan and 1997 Plan are
restricted and may not be sold by Mr. McIntyre until certain
restrictions lapse. See Item 3. Includes 218,000 shares of
the Company's Common Stock owned by the McIntyre Foundation,
for which Mr. McIntyre disclaims beneficial ownership.
Excludes 50,000 shares of Fremont General Financing I (a
wholly owned subsidiary of the Company) 9% Trust Originated
Preferred Securities (TOPrS)SM (service mark of Merrill
Lynch & Company) held by Mr. McIntyre or the James A.
McIntyre 1994 Charitable Remainder Unitrust which securities
are non-voting.
(b) Mr. McIntyre has sole voting and dispositive power with respect to
shares of the Company's Common Stock owned by (i) the James A. McIntyre
Living Trust of which he is trustee; (ii) the James A. McIntyre Grandchildren's
Trust of which he is trustee; (iii) the James A. McIntyre 1994 and 1998
Charitable Remainder Unitrusts of which he is trustee,(iv) the Padaro
Partnership, L.P., of which he is the indirect (through the James A. McIntyre
Living Trust) general partner, and (v) Mr. McIntyre directly, whether or not
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Page 6 of 7 Pages
granted pursuant to the Company's 1995 Plan and 1997 Plan. Shares held in trust
under the Plans other than the ESOP and SERP are allocated to the participants
and are voted pursuant to the participant's instructions (or for those
participants who do not vote, in proportion to the votes which are received from
participants who do vote). Shares held in the ESOP and SERP are voted by the
Plan's trustee upon instructions from the participant to whose account the stock
is allocated and from the Committee appointed by the Company's Board of
Directors as to the unallocated shares of stock.
Mr. McIntyre has shared voting power and dispositive power with respect to
the Company's Common Stock owned by the The McIntyre Foundation, of which Mr.
McIntyre is a director. Mr. McIntyre disclaims beneficial ownership of such
shares.
(c) The following is a list of transactions within the past sixty days by
Mr. McIntyre:
(i) Mr. McIntyre participates in the Company's benefit plans under
which periodic purchases of the Company's Common Stock are made
or awards are received, including an award on November 11, 1998
pursuant to which Mr. McIntyre was granted 320,000 shares of
restricted Common Stock under the Company's 1995 Plan;
(ii) On December 11, 1998, the James A. Mr. McIntyre Living Trust
transferred 7,200 shares of Common Stock to the James A. McIntyre
Grandchildren's Trust;
(iii) On December 21, 1998, The McIntyre Foundation sold 4,000 shares
of Common Stock in a open market transaction at $23.50 per share;
(iv) On December 21, 1998, The McIntyre Foundation sold 1,000 shares,
of Common Stock in a open market transaction at $23.875 per
share;
(d) The McIntyre Foundation is a charitable foundation that owns 218,000
shares of Common Stock. Mr. McIntyre is one of three directors of such
foundation. Mr. McIntyre shares voting and dispositive power of such Common
Stock with the other directors of the foundation. Mr. McIntyre disclaims
beneficial ownership of such shares.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Mr. McIntyre is party to an Employment Agreement, as amended, with the
Company that provides, among other things, for (i) accelerated vesting of stock
options or other rights to acquire Company Common Stock, if any, and (ii) the
accelerated release of the restrictions on any restricted stock held by Mr.
McIntyre. Such acceleration occurs upon certain changes of control in the
ownership of the Company or in the event that Mr. McIntyre elects to voluntarily
terminate his employment relationship with the Company.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
None.
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Page 7 of 7 Pages
ITEM 8. SIGNATURE PAGE:
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: February 6, 1999 /s/ JAMES A. MCINTYRE
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James A. McIntyre
