<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
SUPPLEMENTAL RETIREMENT PLAN
AND
FREMONT GENERAL CORPORATION
SENIOR SUPPLEMENTAL RETIREMENT PLAN
(Full title of the plans)
-------------------------
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
<PAGE>
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 2,000,000 $4.563(1) $9,126,000(1) $2,409.26
Supplemental Retirement Plan and
Fremont General Corporation Senior
Supplemental Retirement Plan
--------------------------------------- --------- --------------- ------------------ ----------------
Fremont General Corporation Supplement
Retirement Plan and Fremont General
Corporation Senior Supplemental (2) (3) (2) (2) (2)
Retirement Plan
===========================================================================================================
<FN>
(1) Estimated in accordance with Rule 457(h) of the Securities Act of 1933, as
amended, solely for the purpose of computing the amount of the registration
fee based on the prices of the Company's Common Stock as reported on the
New York Stock Exchange consolidated reporting system on 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
Supplemental Retirement Plan and the Fremont General Corporation Senior
Supplemental Retirement Plan.
(3) The securities registered here are allocated among the plans as follows:
the Fremont General Corporation Supplemental Retirement Plan, 250,000 and
the Fremont General Corporation Senior Supplemental Retirement Plan,
1,750,000.
</FN>
=======================================================================================================
</TABLE>
<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 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, NW, 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.
3
<PAGE>
FREMONT GENERAL CORPORATION
REGISTRATION STATEMENT ON FORM S-8
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
Fremont General Corporation (the "Registrant") and the Fremont General
Corporation Supplemental Retirement Plan and the Fremont General Corporation
Senior Supplemental Retirement Plan (collectively, the "Plans") hereby
incorporate by reference into this Registration Statement the following
documents and information heretofore filed with the Securities and Exchange
Commission (the "Commission"):
1. The description of the Registrant's Common Stock as
contained in the Registrant's Registration Statement on Form 8-A filed on March
17, 1993 pursuant to Section 12(b) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), including any amendment or report filed for the
purpose of updating such descriptions.
2. The Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 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 Plans (file no. 33-39774) filed on or about April
5, 1991.
7. The information contained in the Registrant's Registration
Statement on Form S-8 for the Plans (file no. 33-59896) filed on or about March
23, 1993.
8. The information contained in the Registrant's Registration
Statement on Form S-8 for the Plans (file no. 333-38145) filed on or about
October 17, 1997.
All documents filed by the Registrant and the Plans pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date
hereof, and prior to the filing of a post-effective amendment indicating that
all securities offered have been sold or deregistering all securities then
remaining unsold, shall be deemed to be incorporated by reference herein and to
be part hereof from the date of filing such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Omitted pursuant to General Instruction E to Form S-8.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
4
<PAGE>
ITEM 8. EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION
------- ------------------------------------------------------------
4.1(a) Fremont General Corporation Supplemental Retirement Plan, as
restated January 1, 1997. (Incorporated by reference to
Exhibit 10.5 to the Registrant's Quarterly Report on Form
10-Q, for the period ended September 30, 1997, Commission
file Number 1-8007.)
4.1(b) Amendment Number One to the Fremont General Corporation
Supplemental Retirement Plan. (Incorporated by reference to
Exhibit 10.5 to the Registrant's Quarterly Report on Form
10-Q for the period ended March 31, 1998, Commission File
Number 1-8007.)
4.1(c) Amendment Number Two to the Fremont General Corporation
Supplemental Retirement Plan of the Company. (Incorporated
by reference to Exhibit 10.5(b) to the Registrant's Annual
Report on Form 10-K, for the fiscal year ended December 31,
1998, Commission File Number 1-8007.)
4.1(d) Trust Agreement for Fremont General Corporation Supplemental
Retirement Plan and Fremont General Corporation Senior
Supplemental Retirement Plan and amendment. (Incorporated by
reference to Exhibit 10.6 to the Registrant's Annual Report
on Form 10-K for the fiscal year ended December 31, 1995,
Commission File Number 1-8007.)
4.1(e) Fremont General Corporation Senior Supplemental Retirement
Plan, as restated January 1, 1997. (Incorporated by
reference to Exhibit 10.7 to the Registrant's Quarterly
Report on Form 10-Q, for the period ended September 30,
1997, Commission File Number 1-8007.)
4.1(f) First Amendment to the Fremont General Corporation Senior
Supplemental Retirement Plan. (Incorporated by reference to
Exhibit 10.7(b) to the Registrant's Annual Report on Form
10-K, for the fiscal year ended December 31, 1998,
Commission File Number 1-8007.)
23.1 Consent of Ernst & Young LLP, Independent Auditors.
24.1 Power of Attorney (see page 8).
ITEM 9. UNDERTAKINGS.
Omitted pursuant to General Instruction E to Form S-8.
5
<PAGE>
SIGNATURES
THE REGISTRANT. Pursuant to the requirements of the Securities Act of 1933,
as amended, the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Santa Monica, State of California, on
this 20th day of November, 2000.
FREMONT GENERAL CORPORATION
By: /s/ Louis J. Rampino
--------------------
Louis J. Rampino
Title: President and Chief Operating
Officer
6
<PAGE>
SIGNATURES
THE PLANS. Pursuant to the requirements of the Securities Act of 1933, as
amended, the trustee (or other persons who administer the employee benefit
plans) of the Fremont General Corporation Supplemental Retirement Plan and the
Fremont General Corporation Senior Supplemental Retirement Plan has duly caused
this Registration Statement to be signed on their behalf by the undersigned,
thereunto duly authorized, in the City of Santa Monica, State of California, on
this 20th day of November, 2000.
FREMONT GENERAL CORPORATION SUPPLEMENTAL
RETIREMENT PLAN AND FREMONT GENERAL
CORPORATION SENIOR SUPPLEMENTAL RETIREMENT
PLAN
/s/ Louis J. Rampino
-----------------------------
By: Louis J. Rampino
Title: On behalf of the Administrative
Committees of the Fremont General
Corporation Supplemental Retirement
Plan and the Fremont General
Corporation Senior Supplemental
Retirement Plan.
7
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints James A. McIntyre, Louis J. Rampino and
Wayne R. Bailey, jointly and severally, as his attorney-in-fact and agent, each
with full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
connection therewith, as fully and to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their or his substitute, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signatures Title Date
------------------------- -------------------------- ------------------
/s/ James A. McIntyre Chairman of the Board and November 20, 2000
------------------------- Chief Executive Officer
James A. McIntyre (Principal Executive Officer)
/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)
8
<PAGE>
/s/ Houston I. Flournoy Director November 20, 2000
-------------------------
Houston I. Flournoy
/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
9
<PAGE>
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
------- ------------------------------------------------------------
4.1(a) Fremont General Corporation Supplemental Retirement Plan, as
restated January 1, 1997. (Incorporated by reference to
Exhibit 10.5 to the Registrant's Quarterly Report on Form
10-Q, for the period ended September 30, 1997, Commission
file Number 1-8007.)
4.1(b) Amendment Number One to the Fremont General Corporation
Supplemental Retirement Plan. (Incorporated by reference to
Exhibit 10.5 to the Registrant's Quarterly Report on Form
10-Q for the period ended March 31, 1998, Commission File
Number 1-8007.)
4.1(c) Amendment Number Two to the Fremont General Corporation
Supplemental Retirement Plan of the company. (Incorporated
by reference to Exhibit 10.5(b) to the Registrant's Annual
Report on Form 10-K, for the fiscal year ended December 31,
1998, Commission File Number 1-8007.)
4.1(d) Trust Agreement for Fremont General Corporation Supplemental
Retirement Plan and Fremont General Corporation Senior
Supplemental Retirement Plan and amendment. (Incorporated by
reference to Exhibit 60.6 to the Registrant's Annual Report
on Form 10-K for the fiscal year ended December 31, 1995,
Commission File Number 1-8007.)
4.1(e) Fremont General Corporation Senior Supplemental Retirement
Plan, as restated January 1, 1997. (Incorporated by
reference to Exhibit 10.7 to the Registrant's Quarterly
Report on Form 10-Q, for the period ended September 30,
1997, Commission File Number 1-8007.)
4.1(f) First Amendment to the Fremont General Corporation Senior
Supplemental Retirement Plan. (Incorporated by reference to
Exhibit 10.7(b) to the Registrant's Annual Report on Form
10-K, for the fiscal year ended December 31, 1998,
Commission File Number 1-8007.)
23.1 Consent of Ernst & Young LLP, Independent Auditors.
24.1 Power of Attorney (see page 8).
10
