As filed with the Securities and Exchange Commission on November 22, 2000
Registration No. 333-17525
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------
AMENDMENT NO. 4 TO
FORM S-8/S-3
REGISTRATION STATEMENT
(Including registration of shares for resale by means of a Form S-3 Prospectus)
UNDER
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
incorporation or organization) Identification Number)
2020 SANTA MONICA BLVD., SUITE 600
SANTA MONICA, CALIFORNIA 90404
(Address, including zip code of Registrant's 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, including zip code, and telephone number,
including area code, of agent for service)
-------------------------
Copies to
RICHARD A. BOEHMER
O'MELVENY & MYERS LLP
400 S. HOPE STREET
LOS ANGELES, CA 90071
(213) 430-6643
================================================================================
<PAGE>
PROSPECTUS
FREMONT GENERAL CORPORATION
4,136,420 SHARES
COMMON STOCK
-------------------------
This prospectus relates to 4,136,420 shares of the common stock of Fremont
General Corporation, which were awarded to the individuals named herein under
our 1995 Restricted Stock Award Plan, as amended. These shares may be sold from
time to time by the participants under the Plan.
The shares are being registered to permit public trading of them and may be
offered and sold from time to time by the Plan participants. The shares are
restricted when awarded to the Plan participants and may not be sold until the
restrictions lapse. Generally, restrictions are released at a rate of ten
percent per year. The Plan participants may sell the common stock on the New
York Stock Exchange at the prevailing prices on the date of sale or to us or one
of our employee benefit plans. Plan participants may also sell shares privately
directly or through brokers. We cannot assure you that the Plan participants
will sell all or any portion of the common stock offered hereby.
Except for certain withholding taxes, we will not receive any of the
proceeds from the sale of these shares. We have paid the expenses of preparing
this prospectus and the related registration statement.
Our common stock is traded on the New York Stock Exchange under the symbol
"FMT." On November 21, 2000, the last reported sale price of our common stock
was $4.3125 per share.
Investing in the shares of our common stock involves risks. "Risk Factors"
begin on page 3.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is a
criminal offense.
The date of this prospectus is November 21, 2000.
<PAGE>
PROSPECTUS SUMMARY
Because this is only a summary, it does not contain all the information
that may be important to you. You should read the entire prospectus and the
documents incorporated by reference carefully before you decide to purchase our
shares of common stock being offered by this prospectus. You should also
carefully consider the information provided in this prospectus under the heading
"Risk Factors." Significant additional information may be found in our reports
on forms 10-K and 10-Q that are incorporated herein by reference.
You should rely only on the information contained or incorporated by
reference in this prospectus and in any accompanying prospectus supplement. No
one has been authorized to provide you with different information.
The common stock is not being offered in any jurisdiction where the offer
is not permitted.
You should not assume that the information in this prospectus or any
prospectus supplement is accurate as of any date other than the date on the
front of the documents.
Fremont General Corporation is a holding company engaged nationwide through
its wholly owned subsidiaries in select insurance and financial service
businesses. Our core operating lines of business are workers' compensation
insurance underwriting, commercial and residential real estate lending, and
purchasing interests in syndicated bank loans. From our inception in 1972 to the
present, we have conducted our business as a Nevada corporation. Our executive
offices are located at 2020 Santa Monica Boulevard, Suite 600, Santa Monica,
California 90404, and our telephone number is (310) 315-5500.
The shares being offered were issued to the Plan participants under the
1995 Restricted Stock Award Plan, as amended. We are registering the shares to
allow the sale of shares by Plan participants from time to time.
TABLE OF CONTENTS
PROSPECTUS SUMMARY.............................................................2
RISK FACTORS...................................................................3
USE OF PROCEEDS................................................................6
PLAN PARTICIPANTS..............................................................6
PLAN OF DISTRIBUTION...........................................................8
EXPERTS........................................................................9
WHERE YOU CAN FIND MORE INFORMATION...........................................10
INFORMATION INCORPORATED BY REFERENCE.........................................10
2
<PAGE>
RISK FACTORS
Any investment in our common stock involves risks. You should carefully
consider the following risks as well as the other information contained or
incorporated by reference in this prospectus before making an investment
decision. The risks and uncertainties described below are not the only ones that
we may face. There may be additional risks and uncertainties not presently known
to us or that we currently do not believe are material that may also impair our
business operations. If any of the following risks actually occur, our business,
financial condition or results of operations could be materially adversely
affected. In such case, the trading price of the common stock could decline, and
you may lose all or part of your investment.
This prospectus contains forward looking statements that involve risks and
uncertainties. Our actual results could differ materially from those anticipated
in these forward looking statements as a result of certain factors, including
the risks described below and elsewhere in this prospectus.
OUR OPERATING RESULTS AND FINANCIAL CONDITION MAY VARY
Our profitability can be affected significantly by many factors including
competition, the severity and frequency of claims, fluctuation in interest rates
and the rate of inflation, legislation and regulations, court decisions, the
judicial climate and general economic conditions and trends, all of which are
outside of our control. In addition, our results may be affected by our ability
to assess and integrate successfully the operations of acquired companies, as
well as our ability to contain expenses and to implement appropriate
technological changes. Any of these factors could contribute to significant
variation in our results of operations within the different aspects of our
business, or businesses taken as a whole, from quarter to quarter and from year
to year. Also, the establishment of appropriate loss and loss adjustment
expenses ("LAE") reserves, net of reinsurance recoverables, necessarily involves
estimates, and reserve adjustment have caused significant fluctuations in
operating results from year to year.
With respect to our workers' compensation insurance business, changes in
economic conditions can lead to reduced premium levels due to lower payrolls as
well as increased claims due to the tendency of workers who are laid off to
submit workers' compensation claims. Changes in market interest rates can affect
the amount of interest income that we earn on our investment portfolio, as well
as the amount of realized and unrealized gains or losses on specific holdings
within our investment portfolio. Legislative and regulatory changes can also
cause the operating results of our workers' compensation insurance businesses to
vary.
During periods when economic conditions are unfavorable, our financial
services businesses may not be able to originate new loan products or maintain
the credit quality of our finance receivables at previously attained levels,
both in our portfolio and for those loans that have been securitized. This may
result in increased levels of non-performing assets and net credit losses.
Changes in market interest rates, or in the relationships between various
interest rates could cause our interest margins to be reduced and may result in
significant changes in the prepayment patterns of our finance receivables. These
risk factors could adversely affect the value of our loans and their related
collateral, as well as, the valuation of the residual interests in our
securitized loans, both of which could adversely affect our results of
operations and financial condition. For example, the Company has recognized in
the three and nine months ended September 30, 2000 $3.8 million and $5.2
million, respectively, in losses associated with a reduction in the valuation of
its residual interests in securitized loans.
OUR LOSS RESERVES MAY PROVE TO BE INADEQUATE
Our property and casualty insurance operation is required to maintain
reserves to cover their ultimate liability for losses and LAE with respect to
reported and unreported claims incurred as of the end of each
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<PAGE>
accounting period. We regularly review our reserving techniques, overall reserve
position and reinsurance. In light of present facts and current legal
interpretation, management believes that adequate provisions have been made for
loss and LAE reserves, net of reinsurance recoverables. These reserves do not
represent an exact calculation of liabilities, but instead are estimates
involving actuarial projections at a given time of what we expect the ultimate
settlement and administration of claims will cost, including estimates of
reinsurance recoveries associated with the estimated claims costs. These
projections are based on facts and circumstances then known, predictions of
future events, estimates of future trends in claims frequency and severity, and
judicial theories of liability, as well as other factors. The establishment of
appropriate gross loss reserves, LAE reserves and reinsurance recoverables is an
inherently uncertain process and there can be no certainty that our currently
established gross loss reserves and reinsurance recoverables will prove to be
adequate in light of subsequent actual experience. Subsequent actual experience
has resulted, and could result, in net loss and LAE reserves being too high or
too low. Our future loss and LAE development could require us to increase our
gross loss and LAE reserves or to decrease reinsurance recoverables from prior
periods, which would adversely affect our earnings in future periods.
Our financial services businesses maintain reserves for credit losses on
their portfolio of finance receivables in amounts that we believe are sufficient
to provide adequate protection against potential losses. The finance receivables
that we primarily originate, both for our portfolio and for securitization, are
generally non-conventional and non-investment grade loans. To mitigate for the
somewhat higher potential risk of the lending that we are primarily engaged in
and for the impact that adverse economic developments could have on our finance
receivables, we lend primarily on a senior and secured basis and employ a
proactive asset management approach. We also attempt to carefully evaluate the
underlying collateral that secures these loans and to maintain underwriting
standards that are designed to effect appropriate loan to collateral valuations
and cash flow coverages. Although we believe that our consolidated level of
reserves is sufficient to cover potential credit losses, our reserves could
prove to be inadequate due to unanticipated adverse changes in economic
conditions or discrete events that adversely affect specific borrowers,
industries or markets. Any of these changes could impair our ability to realize
the expected value of the collateral securing certain of our finance receivables
or the timing of the realization thereof.
COMPETITION MAY ADVERSELY AFFECT OUR MARKET SHARE AND OPERATING RESULTS
Our insurance services business competes in a market characterized by
competition on the basis of price and service. In addition, state regulatory
changes could affect competition in the states where we transact business.
Although we have been one of the largest writers of workers' compensation
insurance in the nation, certain of our competitors are larger and have greater
resources than we do. We intend to reduce our workers' compensation premium
writings in response to the increased operating leverage that resulted primarily
from our gross loss and LAE reserve actions in the second quarter ended June 30,
2000. Consequently, we cannot be certain that we will continue to maintain our
market share in the future or that we will be able to obtain adequate pricing
for our insurance products. Over the past several years, the company has
observed a reduction in the number of competitors resulting from the
consolidation of companies into other entities, companies who are forced to
terminate underwriting activities through regulatory actions by state insurance
authorities, as well as from companies electing to reduce or discontinue the
writing of workers' compensation insurance in certain jurisdictions.
Our financial services businesses compete in markets that are highly
competitive and are characterized by factors that vary based upon product and
geographic region. The markets in which we compete are typically characterized
by a large number of competitors who compete based primarily upon price, terms
and loan structure. We primarily compete with banks and mortgage and finance
companies, many of which are larger and have greater financial resources than we
do. The competitive forces of these markets could adversely affect our net
finance income, loan origination volume or net credit losses.
4
<PAGE>
GEOGRAPHIC CONCENTRATION OF BUSINESS COULD ADVERSELY AFFECT OUR OPERATIONS
Our workers' compensation insurance operations are concentrated in
California and Illinois, with 54% of our gross premium inforce being located in
these two states as of September 30, 2000. Because of this concentration, our
financial position and results of operations have been and are expected to
continue to be influenced by general trends in the respective states' economies,
and in particular, the condition of the workers' compensation insurance market
within each state. The impact of unfavorable economic conditions, legislation,
regulatory restriction and supervision and other trends within these two states
may result in greater uncertainty and volatility in our business operations and
could adversely affect the results of our operations and our financial condition
more than if our premium had been originated with more geographic
diversification.
While we attempt to diversify our loan origination by geographic region,
our geographic concentration of commercial and residential real estate loans in
California may subject our loan portfolio and securitized loans to higher rates
of delinquencies, defaults and losses in an economic downturn in California than
the rates experienced in loan portfolios having greater geographic diversity. At
September 30, 2000, approximately half of our commercial and residential loans,
both in our portfolio and those loans that have been securitized, were
collateralized by properties located in California. Adverse events in
California, such as real estate market declines or the occurrence of natural
disasters upon property located therein, may have a more significant adverse
effect upon our operating results and financial condition than if a higher
percentage of our loans were collateralized by properties located outside
California.
REGULATORY DEVELOPMENTS COULD ADVERSELY AFFECT OUR OPERATIONS
Our workers' compensation insurance operations have premiums inforce in 45
states and the District of Columbia. Insurance companies are subject to
supervision and regulation by the state insurance authority in each state in
which they transact business. Such supervision and regulation relate to the
numerous aspects of an insurance company's business and financial condition. The
primary purpose of such supervision and regulation is the protection of injured
workers and policyholders rather than investors or stockholders of an insurer.
Our multi-state insurance operations require, and will continue to require,
significant resources of ours in order to comply with the regulations of each
state in which we transact business.
Illinois began operating under an open rating system in 1982 and California
began operating under such a system effective January 1, 1995. Generally, in an
open rating system, workers' compensation companies are provided with advisory
premium rates (expected losses and expenses) or loss costs (expected losses
only) which vary by job classification. Each insurance company sets its base
rates to reflect its particular loss experience and operating costs. Although
insurance companies are not required to adopt such advisory premium rates,
companies in Illinois generally follow such rates. However, insurance companies
in California have, since the adoption of an open rating system, generally set
their premium rates below such advisory rates. Before January 1, 1995,
California operated under a minimum rate law, whereby premium rates established
by the California Department of Insurance were the minimum rates that could be
charged by an insurance carrier. The repeal of the minimum rate law has resulted
in lower premiums and profitability on our California workers' compensation
policies due to increased price competition. Beginning in the second half of
1999 and continuing in the first nine months of 2000 however, the Company
observed a lessening of price competition in its primary regions of California
and Illinois. It is uncertain however, whether the observed lessening in the
competitive environment and the company's ability to increase premium rates will
continue.
Our primary financial services businesses include a Federal Deposit
Insurance Corporation ("FDIC") insured thrift and loan subject to supervision
and regulation by the California Department of Financial Institutions and the
FDIC. Federal and state regulations prescribe certain minimum capital
requirements and, while our thrift and loan is currently in compliance with such
requirements, in the future we could be required
5
<PAGE>
to make additional contributions to our thrift and loan in order to maintain
compliance with such requirements. Future changes in government regulation and
policy could adversely affect the thrift and loan industry, including our thrift
and loan. Such changes in regulations and policies may place restrictions on or
make changes to our lending business and increase the costs of compliance.
USE OF PROCEEDS
We will not receive any of the proceeds from sales of shares by the Plan
participants, however we may receive amounts necessary to cover state, federal
and FICA withholding tax requirements.
PLAN PARTICIPANTS
All shares of our 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 our 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 we have
not exercised our 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.
Except as otherwise set forth below, none of the Plan participants is an
executive officer or director of our company and none of the Plan participants
beneficially own, individually or in the aggregate, more than 1% of our
outstanding shares of common stock. The following table sets forth certain
information with respect to the Plan participants' beneficial ownership of our
common stock as of September 30, 2000, and as adjusted to reflect the sale of
the common stock by the Plan participants pursuant to this prospectus, if the
common stock were to be sold.
Pursuant to the rules of the SEC, we have included all Plan participants
who would be eligible to sell their securities under this prospectus, and all
shares of our common stock beneficially owned by those Plan participants,
whether or not they have a present intent to sell any or all of those shares
hereunder.
All share numbers with respect to our common stock in this prospectus give
effect to a two-for-one split of our common stock that was effective as of
December 10, 1998.
6
<PAGE>
<TABLE>
<CAPTION>
SHARES BENEFICIALLY OWNED
NUMBER OF SHARES AFTER OFFERING
BENEFICIALLY OWNED AS OF SHARES AWARDED TO (IF ALL REGISTERED SHARES
SEPTEMBER 30, 2000 (1)(2) PLAN PARTICIPANTS THAT ARE SOLD) (1)(2)
------------------------ WILL BE AVAILABLE FOR RESALE ---------------------------
NUMBER PERCENT AS RESTRICTIONS LAPSE NUMBER PERCENT
---------- --------- ---------------------------- ---------- -----------
<S> <C> <C> <C> <C> <C>
James A. McIntyre (3)......... 9,275,950 13.15% 791,920 8,484,030 12.02%
Wayne R. Bailey (4)........... 1,254,735 1.79% 407,680 847,055 1.21%
John A. Donaldson (5)......... 292,120 * 40,200 251,920 *
Alan W. Faigin (6)............ 92,248 * 25,500 66,748 *
Houston I. Flournoy (7)....... 77,914 * 31,200 46,714 *
C. Douglas Kranwinkle (8)..... 77,864 * 31,200 46,664 *
Raymond G. Meyers (9)......... 611,041 * 147,600 463,441 *
David W. Morrisroe (10)....... 113,228 * 31,200 82,028 *
Louis J. Rampino (11)......... 1,993,483 2.84% 369,792 1,623,691 2.31%
Dickinson C. Ross (12)........ 125,018 * 31,200 93,818 *
Other Plan Participants (87)
(each holding less than
one percent) (13).......... 4,359,360 6.22% 565,800 3,793,560 5.41%
TOTAL 18,272,960 25.59% 2,473,292 15,799,668 22.12%
---------------------------
<FN>
* Less than 1%.
(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 our company for the entire ten year period during
which we have 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 SEC and do not reflect any knowledge that we have with
respect to the present intent of the Plan participants.
(2) Based on 69,998,094 shares of our common stock outstanding as of September
30, 2000. Beneficial ownership is determined in accordance with the rules
of the SEC. In computing the number of shares beneficially owned by a
person and the percentage ownership of that person, shares of our common
stock subject to options held by that person that are currently exercisable
or will become exercisable within 60 days of September 30, 2000 are deemed
outstanding.
(3) Mr. McIntyre has served as Chairman of the Board and Chief Executive
Officer of our company for more than eleven years prior to the date of this
prospectus, as a Director since 1972 and as an of officer of our company
since 1963. In addition, Mr. McIntyre owns beneficially 64,000 shares, less
than 1%, of Fremont General Financing I 9% Trust Originated Preferred
Securities. These securities are non-voting. Mr. McIntyre's mother
beneficially owns, through a charitable remainder trust, $1,550,000 of our
7.70% Series B Senior Notes Due 2004, for which Mr. McIntyre disclaims
beneficial ownership. These securities are non-voting.
(4) Mr. Bailey is Executive Vice President, Treasurer and Chief Financial
Officer of our company and has served as an executive officer for more than
six years prior to the date of this prospectus, as a Director of our
company since 1996 and as an officer of our company since 1989. In
addition, Mr. Bailey owns beneficially 3,000 shares, less than 1%, of
Fremont General Financing I 9% Trust Originated Preferred Securities. These
securities are non-voting.
(5) Mr. Donaldson has served as Senior Vice President, Controller and Chief
Accounting Officer of our company for more than three years prior to the
date of this prospectus, has served as Senior Vice President since 1997 and
as an officer of our company since 1993. In addition, Mr. Donaldson owns
beneficially, as beneficiary of his mother's trust, 800 shares, less than
1%, of Fremont General Financing I 9% Trust Originated Preferred
Securities. These securities are non-voting.
(6) Mr. Faigin has served as Secretary and General Counsel of our company for
more than four years prior to the date of this prospectus and as an
officer since 1994.
(7) Dr. Flournoy has served as a Director of our company since 1977. In
addition, Dr. Flournoy owns beneficially 175 shares, less than 1%, of
Fremont General Financing I 9% Trust Originated Preferred Securities. These
securities are non-voting.
(8) Mr. Kranwinkle has served as a Director of our company since 1973. In
addition, Mr. Kranwinkle owns beneficially 5,000 shares, less than 1%, of
Fremont General Financing I 9% Trust Originated Preferred Securities. These
securities are non-voting.
7
<PAGE>
(9) Mr. Meyers has served as Senior Vice President and Chief Administrative
Officer of our company since 1994 and as an officer of our company since
1989. In addition, Mr. Meyers owns beneficially 1,600 shares, less than 1%,
of Fremont General Financing I 9% Trust Originated Preferred Securities.
These securities are non-voting.
(10) Mr. Morrisroe has served as a Director of our company since 1989. In
addition, Mr. Morrisroe owns beneficially 17,548 shares, less than 1%, of
Fremont General Financing I 9% Trust Originated Preferred Securities. These
securities are non-voting.
(11) Mr. Rampino is President and Chief Operating Officer of our company and has
served as an executive officer for more than five years prior to the date
of this prospectus. Mr. Rampino has served as a Director of our company
since 1994 and as an officer since 1989.
(12) Mr. Ross has served as a Director of our company since 1987.
(13) The other Plan participants, each of whom beneficially owns less than one
percent of our issued and outstanding common stock, and each of whom was
awarded their restricted shares while an employee of our company or one of
our wholly-owned subsidiaries, are as follows: Carol Atkinson, Salvatore C.
Bianco, Steven C. Bierman, Steven S. Blew, Stella J. Bobak, Sarah R.
Branigan, Paul D. Braun, Jerome C. Briske, David N. Brody, Gwyneth E.
Colburn, Robert Connor, Kim Crist, Jeffrey F. Cruisinberry, Avo Deukmejian,
Paul Dubois, Linda C. Dudash, Robert J. Esmail, Mario R. Ferla, Jonathan S.
Fuhrman, Linda I. Gaide, Richard A. Gajda, Norton M. Geller, K.D. Gena,
Craig A. Gilmour, William D. Granato, Philip E. Grassbaugh, Robin A.
Gregory, Ronald Groden, Bert D. Haboucha, Patrick W. Halladay, Marilyn I.
Hauge, David D. Henderson, Patricia A. Henry, William J. Hillstrom, Elaine
E. Himeno, Gilbert Carl Hubbell, Diana L. Jarrett, John B. Johnson, Rodney
M. Johnston, Philip Jue, Michael S. Karr, Terry J. Keime, John H. Kim,
Curtis A. Kirkland, David M. Krebs, Patrick E. Lamb, Robin J. Lee, Michael
Liddy, Perrin Y. Lim, Scott S. Manlin, Randal Mark, Thomas M. Masuguchi,
Nicole F. Maury, Noel P. Mayfield, Thomas W. McClure, Diane Meyerson,
Mary-Lou A. Misrahy, Cynthia Morrison, Michael A. Mueller, William B.
O'Hara, Ranney P. Pageler, Steven K. Patton, Douglas C. Payne, Daniel G.
Platt, Anthony R. Pokorny, Richard C. Pugh, Debbie Sammons Semnanian,
Thomas M. Shimada, Carolyn Y. Shimono, Louis A. Silver, Allyson B. Simpson,
Geoffry A. Smith, Carol A. Steffen, Michael T. Stock, Laura M. Strange, B.
Morgyn Taylor, Gary P. Taylor, Nick Terbovic, Sandra Walder, Kyle R.
Walker, Alana L. Warren, Ronald R. Warwick, Signe N. Wetteland, Thomas C.
Whitesell, Mary E. Wilkman, Jeffrey Zangrilli and Murray L. Zoota.
</FN>
</TABLE>
PLAN OF DISTRIBUTION
We anticipate that Plan participants who 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 Plan, our Employee Stock Ownership Plan, or our 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 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 those sales may be
deemed to be underwriters within the meaning of the Securities Act of 1933.
Any broker-dealer participating in sales of common stock for the Plan
participants as agent may receive commissions from the Plan participants and, if
that broker acts as agent for the purchaser of the shares, from the 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 that 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 those 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,
8
<PAGE>
and in connection with such resales may pay to or receive from the purchasers of
those shares commissions computed as described above.
We have advised the Plan participants that the anti-manipulation rules,
contained in Regulation M under the Securities Exchange Act of 1934, as amended,
may apply to sales in the market. We have 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 broker-dealers, and, if those
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.
If we are 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 with the SEC, setting forth
the name of the participating broker-dealer, the number of shares involved, the
price at which the shares were sold by the Plan participants, the commissions
paid or discounts or concessions allowed by the Plan participants to such
broker-dealer, and where applicable, that such broker-dealer did not conduct any
investigation to verify the information set out in this prospectus.
Any shares 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 the shares 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 ours, 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 our common stock or (ii) the average
weekly trading volume in our shares during the four calendar weeks preceding
such sale, provided that at least one year has elapsed since those shares were
acquired from us or an affiliate of ours. Sales are also subject to certain
requirements as to the manner of sale, notice and availability of our current
public information. However, a person who has not been an "affiliate" of ours 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 us or an affiliate of ours.
EXPERTS
The consolidated balance sheets of the Company as of December 31, 1999 and
1998, and the consolidated statements of operations, cash flows and changes in
stockholders' equity for the years ended December 31, 1999, 1998 and 1997 have
been incorporated by reference in this prospectus in reliance upon the report of
Ernst & Young LLP, independent auditors, given on their authority as experts in
accounting and auditing.
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WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy any document we file at the
SEC's public reference room at 450 Fifth Street, NW, Washington D.C. 20549.
Please call the SEC at 1-800-SEC-0330 for further information on the public
reference room. You may also obtain our SEC filings from the SEC's Website at
http://www.sec.gov. Since our common stock is traded on the New York Stock
Exchange, the information we file with the SEC is also available for inspection
at the offices of the Exchange, which are located at 20 Broad Street, New York,
New York 10005.
INFORMATION INCORPORATED BY REFERENCE
The SEC allows us to incorporate by reference the information we file with
them, which means that we can disclose important information to you by referring
you to those documents. The information incorporated by reference is considered
to be part of this prospectus. When we file information with the SEC in the
future, that information will automatically update and supersede this
information. We incorporate by reference the documents listed below and any
future filings we will make prior to the termination of the offering with the
SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934;
1. our Annual Report on Form 10-K for the year ended December 31, 1999;
2. our Quarterly Reports on Form 10-Q for the quarters ended March 31, June
30, and September 30, 2000; and
3. the description of our common stock contained in our Registration
Statement on Form 8-A filed with the SEC on March 17, 1993, including any
amendment or report filed for the purpose of updating such description.
You may request a copy of these filings, at no cost, by writing or
telephoning us at: Fremont General Corporation, Attn: Alan W. Faigin, Secretary
& General Counsel, 2020 Santa Monica Boulevard, Suite 600, Santa Monica,
California 90404, (310) 315-5500.
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PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
There are hereby incorporated by reference in this Registration Statement
the following documents and information heretofore filed with the Commission:
(1) our Annual Report on Form 10-K for the fiscal year ended
December 31, 1999;
(2) our Quarterly Report on Form 10-Q for the quarter ended
March 31, 2000;
(3) our Quarterly Report on Form 10-Q for the quarter ended June
30, 2000;
(4) our Quarterly Report on Form 10-Q for the quarter ended
September 30, 2000; and,
(5) the description of our common stock contained in our
Registration Statement on Form 8-A filed March 17, 1993,
including any amendments or report filed for the purpose of
updating such description.
All documents subsequently filed by our 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 those 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.
Our company's Restated Certificate of Incorporation limits the monetary
liability of its directors to our 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 our Bylaws, our company is required, to the maximum extent and in the
manner permitted by Nevada Law, to indemnify each of our 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, a "director" or "officer" of our company includes any person (i) who
is or was a director or officer of our company, (ii) who is or was serving at
the request of our 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 our
company or of another enterprise at the request of such predecessor corporation.
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Our 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 our 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 our 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 SEC 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 our 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, our company
believes that the distribution of stock to our employees under the Plan did not
involve a "sale," and thus did not constitute a registrable event.
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ITEM 8. EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION
------- ------------------------------------------------------------
4.1 1995 Restricted Stock Award Plan, as amended and forms of
agreement thereunder. *
4.2 Portions of the Registrant's Restated Certificate of
Incorporation (incorporated by reference to Exhibit No. 3.1
to the Registrant's Quarterly Report on Form 10-Q for the
fiscal quarter ended June 30, 1998).
4.3 Portions of the Registrant's Amended and Restated Bylaws
(incorporated by reference to Exhibit No. 3.3 to the
Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995 (File Number 1-8007)).
5.1 Opinion of Counsel as to legality of shares. *
23.1 Independent Auditors' Consent.
23.2 Counsel Consent. *
24.1 Power of Attorney. *
--------------------------
* Previously filed.
ITEM 9. UNDERTAKINGS.
A. Fremont 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, provided, however;
(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 that remain unsold at the termination of
the offering.
B. Fremont hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of Fremont'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 our company pursuant to law, our company's Certificate of Incorporation,
Bylaws or indemnification agreements, our 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 our company of expenses incurred or paid
by a director, officer or controlling person of our company in a successful
defense of any action, suit or proceeding) is asserted by such director, officer
or
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controlling person in connection with the securities being registered, our
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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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. 4 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 21st day of November, 2000.
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. 4 to Registration Statement has been signed below
by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
------------------------- ----------------------------- -----------------
* Chairman of the Board and November 21, 2000
------------------------- Chief Executive Officer
James A. McIntyre (Principal Executive Officer)
/s/ LOUIS J. RAMPINO President, Chief Operating November 21, 2000
------------------------- Officer and Director
Louis J. Rampino
* Executive Vice President, November 21, 2000
------------------------- Treasurer, Chief Financial
Wayne R. Bailey Officer (Principal Financial
Officer) and Director
* Senior Vice President, November 21, 2000
------------------------- Controller and Chief
John A. Donaldson Accounting Officer
(Principal Accounting
Officer)
* Director November 21, 2000
-------------------------
Houston I. Flournoy
* Director November 21, 2000
-------------------------
C. Douglas Kranwinkle
* Director November 21, 2000
-------------------------
David W. Morrisroe
* Director November 21, 2000
-------------------------
Dickinson C. Ross
* By:/s/ LOUIS J. RAMPINO
--------------------
Louis J. Rampino
Attorney-in-fact
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INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
------- ------------------------------------------------------------
4.1 1995 Restricted Stock Award Plan, as amended and forms of
agreement thereunder. *
4.2 Portions of the Registrant's Restated Certificate of
Incorporation (incorporated by reference to Exhibit No. 3.1
to the Registrant's Quarterly Report on Form 10-Q for the
fiscal quarter ended June 30, 1998).
4.3 Portions of the Registrant's Amended and Restated Bylaws
(incorporated by reference to Exhibit No. 3.3 to the
Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995 (File Number 1-8007)).
5.1 Opinion of Counsel as to legality of shares. *
23.1 Independent Auditors' Consent.
23.2 Counsel Consent. *
24.1 Power of Attorney. *
---------------------------
* Previously filed.
