<PAGE>
As filed with the Securities and Exchange Commission on November 20, 2000
Registration No. 333-
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
-------------------------
FREMONT GENERAL CORPORATION
(Exact name of Registrant as specified in its charter)
NEVADA 95-2815260
------------------------- -------------------------
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) Number)
2020 SANTA MONICA BLVD., SUITE 600
SANTA MONICA, CALIFORNIA 90404
(ADDRESS, INCLUDING ZIP CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
-------------------------
FREMONT GENERAL CORPORATION
AND AFFILIATED COMPANIES
INVESTMENT INCENTIVE PROGRAM
(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)
-------------------------
Copies to:
RICHARD A. BOEHMER, ESQ.
O'MELVENY & MYERS LLP
400 SOUTH HOPE STREET
LOS ANGELES, CALIFORNIA 90071
(213) 430-6643
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=====================================================================================================================
Amount Proposed Maximum Proposed Maximum
Title of Securities to be Offering Price Aggregate Offering Amount of
to be Registered Registered Per Share Price Registration Fee
------------------------------------------------ ----------- ---------------- ------------------ ----------------
<S> <C> <C> <C> <C>
Common Stock, $1.00 par value:
Fremont General Corporation and Affiliated 7,000,000 $4.563(1) $31,941,000(1) $8,432.42
Companies Investment Incentive Program
------------------------------------------------ ----------- ----------------- ------------------ ----------------
Interest in the Fremont General Corporation (2) (2) (2) (2)
and Affiliated Companies Investment Incentive
Program
=====================================================================================================================
<FN>
(1) Estimated in accordance with Rule 457(h) of the Securities Act of 1933, as
amended, solely for the purpose of computing the amount of the registration
fee based on the prices of the Company's Common Stock as reported on the
New York Stock Exchange consolidated reporting system on November 13,
2000.
(2) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
amended, this Registration Statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the Fremont General Corporation
and Affiliated Companies Investment Incentive Plan.
</FN>
=====================================================================================================================
</TABLE>
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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 Alan W. Faigin, Secretary and General Counsel, 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 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 which the Company has filed
with the Securities and Exchange Commission under the Securities Act. The
Registration Statement, including various exhibits, may be inspected at the
Commission's office in Washington, D.C.
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FREMONT GENERAL CORPORATION
REGISTRATION STATEMENT ON FORM S-8
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
Fremont General Corporation (the "Registrant") and the Fremont General
Corporation and Affiliated Companies Investment Incentive Program (the "Plan")
hereby incorporate by reference into this Registration Statement the following
documents and information heretofore filed with the Securities and Exchange
Commission (the "Commission"):
1. The description of the Registrant's Common Stock as
contained in the Registrant's Registration Statement on Form 8-A filed on March
17, 1993 pursuant to Section 12(b) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), including any amendment or report filed for the
purpose of updating such descriptions.
2. The Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1999, 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, 2000, 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, 2000, filed pursuant to Section 13(a) of the
Exchange Act.
5. The Registrant's Quarterly Report on Form 10-Q for the
fiscal quarter ended September 30, 2000, filed pursuant to Section 13(a) of the
Exchange Act.
6. The information contained in the Registrant's Registration
Statement on Form S-8 for the Plan (file no. 33-38138) filed on or about
December 6, 1990.
7. The information contained in the Registrant's Registration
Statement on Form S-8 for the Plan (file no. 33-59898) filed on or about March
23, 1993.
8. The information contained in the Registrant's Registration
Statement on Form S-8 for the Plan (file no. 333-38143) filed October 17, 1997.
9. The Plan's Annual Report on Form 11-K for the fiscal year
ended December 31, 1999, filed pursuant to Section 15(d) of the Exchange Act.
All documents filed by the Registrant and the Plan pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date hereof,
and prior to the filing of a post-effective amendment indicating that all
securities offered have been sold or deregistering all securities then remaining
unsold, shall be deemed to be incorporated by reference herein and to be part
hereof from the date of filing such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Omitted pursuant to General Instruction E to Form S-8.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
3
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ITEM 8. EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION
------ ------------------------------------------------------------
4.1(a) Fremont General Corporation and Affiliated Companies
Investment Incentive Plan. (Incorporated by reference to
Exhibit No. 10.3 to Annual Report on Form 10-K, for the
fiscal year ended December 31, 1995, Commission File Number
1-8007.)
4.1(b) Amendments Number One, Two and Three to the Fremont General
Corporation and Affiliated Companies Investment Incentive
Plan. (Incorporated by reference to Exhibit 10.3(b) to the
Registrant's Quarterly Report on Form 10-Q, for the period
ended September 30, 1997, Commission File Number 1-8007.)
4.1(c) Amendment Number Four to the Fremont General Corporation and
Affiliated Companies Investment Incentive Plan.
(Incorporated by reference to Exhibit 10.3 to the
Registrant's Annual Report on Form 10-K, for the fiscal year
ended December 31, 1997, Commission File Number 1-8007.)
4.1(d) Amendment Number Five to the Fremont General Corporation and
Affiliated Companies Investment Incentive Plan.
(Incorporated by reference to Exhibit 10.3(d) to the
Registrant's Quarterly Report on Form 10-Q, for the period
ended September 30, 1998, Commission File Number 1-8007.)
4.2(a) Fremont General Corporation Investment Incentive Program
Trust. (Incorporated by reference to Exhibit (10)(xi) to the
Registrant's Annual Report on form 10-K, for the fiscal year
ended December 31, 1993, Commission File Number 1-8007.)
4.2(b) Amendment to the Fremont General Corporation Investment
Incentive Program Trust. (Incorporated by reference to
Exhibit 10.4 to Annual Report on Form 10-K, for the fiscal
year ended December 31, 1995, Commission File Number
1-8007.)
23.1 Consent of Ernst & Young LLP, Independent Auditors.
24.1 Power of Attorney (see page 8).
99 Internal Revenue Service Determination Letter, dated October
19, 1995. (Incorporated by reference to Exhibit 99 to the
registrant's Form S-8 Registration Statement No. 333-38143,
as filed with the Commission on October 27, 1997.)
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ITEM 9. UNDERTAKINGS.
With the one noted exception, the undersigned Registrant omits this Item
pursuant to General Instruction E to Form S-8.
The undersigned Registrant hereby undertakes to submit or has submitted the
Fremont General Corporation and Affiliated Companies Investment Incentive
Program (the "Plan") and any amendments thereto to the Internal Revenue Service
("IRS") in a timely manner and has made or will make all changes required by the
IRS in order to continue to qualify the Plan.
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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 20th day of November, 2000.
FREMONT GENERAL CORPORATION
By: /s/ Louis J. Rampino
---------------------
Louis J. Rampino
Title: President and Chief Operating
Officer
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SIGNATURES
THE PLAN. Pursuant to the requirements of the Securities Act of 1933, as
amended, the trustee (or other persons who administer the employee benefit plan)
of the Fremont General Corporation and Affiliated Companies Investment Incentive
Program has duly caused this Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Santa Monica,
State of California, on this 20th day of November, 2000.
FREMONT GENERAL CORPORATION AND
AFFILIATED COMPANIES INVESTMENT
INCENTIVE PLAN
By: /s/ Louis J. Rampino
--------------------
Louis J. Rampino
Title: On behalf of the Administrative
Committee for the Fremont General
Corporation and Affiliated
Companies Investment Incentive
Program
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints James A. McIntyre, Louis J. Rampino and
Wayne R. Bailey, jointly and severally, as his or her attorney-in-fact and
agent, each with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration Statement,
and to file the same, with exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
connection therewith, as fully and to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their or his substitute, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signatures Title Date
Chairman of the Board and November 20, 2000
/s/ James A. McIntyre Chief Executive Officer
-------------------------- (Principal Executive Officer)
James A. McIntyre
/s/ Louis J. Rampino President, Chief Operating November 20, 2000
-------------------------- Officer and Director
Louis J. Rampino
/s/ Wayne R. Bailey Executive Vice President, November 20, 2000
-------------------------- Treasurer, Chief Financial
Wayne R. Bailey Officer (Principal Financial
Officer) and Director
/s/ John A. Donaldson Senior Vice President, November 20, 2000
------------------------- Controller and Chief
John A. Donaldson Accounting Officer
(Principal Accounting
Officer)
/s/ Houston I. Flournoy Director November 20, 2000
--------------------------
Houston I. Flournoy
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/s/ C. Douglas Kranwinkle Director November 20, 2000
--------------------------
C. Douglas Kranwinkle
/s/ David W. Morrisroe Director November 20, 2000
--------------------------
David W. Morrisroe
/s/ Dickinson C. Ross Director November 20, 2000
--------------------------
Dickinson C. Ross
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INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
------ ------------------------------------------------------------
4.1(a) Fremont General Corporation and Affiliated Companies
Investment Incentive Plan. (Incorporated by reference to
Exhibit No. 10.3 to Annual Report on Form 10-K, for the
fiscal year ended December 31, 1995, Commission File Number
1-8007.)
4.1(b) Amendments Number One, Two and Three to the Fremont General
Corporation and Affiliated Companies Investment Incentive
Plan. (Incorporated by reference to Exhibit 10.3(b) to the
Registrant's Quarterly Report on Form 10-Q, for the period
ended September 30, 1997, Commission File Number 1-8007.)
4.1(c) Amendment Number Four to the Fremont General Corporation and
Affiliated Companies Investment Incentive Plan.
(Incorporated by reference to Exhibit 10.3 to the
Registrant's Annual Report on Form 10-K, for the fiscal year
ended December 31, 1997, Commission File Number 1-8007.)
4.1(d) Amendment Number Five to the Fremont General Corporation and
Affiliated Companies Investment Incentive Plan.
(Incorporated by reference to Exhibit 10.3(d) to the
Registrant's Quarterly Report on Form 10-Q, for the period
ended September 30, 1998, Commission File Number 1-8007.)
4.2(a) Fremont General Corporation Investment Incentive Program
Trust. (Incorporated by reference to Exhibit (10)(xi) to the
Registrant's Annual Report on form 10-K, for the fiscal year
ended December 31, 1993, Commission File Number 1-8007.)
4.2(b) Amendment to the Fremont General Corporation Investment
Incentive Program Trust. (Incorporated by reference to
Exhibit 10.4 to Annual Report on Form 10-K, for the fiscal
year ended December 31, 1995, Commission File Number
1-8007.)
23.1 Consent of Ernst & Young LLP, Independent Auditors.
24.1 Power of Attorney (see page 8).
99 Internal Revenue Service Determination Letter, dated October
19, 1995. (Incorporated by reference to Exhibit 99 to the
registrant's Form S-8 Registration Statement No. 333-38143,
as filed with the Commission on October 27, 1997.)
10
