As filed with the Securities and Exchange Commission on March 13, 2000
Registration No. 333-17525
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
AMENDMENT NO. 3 TO
FORM S-8/S-3
REGISTRATION STATEMENT
(Including registration of shares for resale by means of a Form S-3 Prospectus)
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, and telephone number, including area 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)
----------------------
Copy 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 March 10, 2000, the last reported sale price of our common stock was
$5.5875 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 March 13, 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................................................................5
PLAN PARTICIPANTS..............................................................5
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 OFFERING MEMORANDUM 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 OFFERING MEMORANDUM.
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 companies we acquire, 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.
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, both in our portfolio and for
those loans that have been securitized, at previously attained levels. 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.
OUR LOSS RESERVES MAY PROVE TO BE INADEQUATE
Our property and casualty insurance subsidiaries are required to maintain
reserves to cover their ultimate liability for losses and loss adjustment
expense ("LAE") with respect to reported and unreported claims incurred as of
the end of each accounting period. 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
3
<PAGE>
theories of liability, as well as other factors. Establishment of appropriate
loss reserves and reinsurance recoverables is an inherently uncertain process
and we cannot assure you that our currently established loss reserves and
reinsurance recoverables will prove to be adequate in light of subsequent actual
experience. Our future loss development could require us to increase loss
reserves or 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 are 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 cannot assure you 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.
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.
GEOGRAPHIC CONCENTRATION OF BUSINESS COULD ADVERSELY AFFECT OUR OPERATIONS
Our workers' compensation insurance operations are concentrated in
California and Illinois, with 60% of our premium inforce being located in these
two states. 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 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 those loans that have been
securitized 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 December 31, 1999, 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.
4
<PAGE>
REGULATORY DEVELOPMENTS COULD ADVERSELY AFFECT OUR OPERATIONS
Our workers' compensation insurance operations have premiums inforce in 46
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
policyholders rather than investors or stockholders of an insurer. Our
multi-state insurance operations require, and will continue to require, us to
devote significant resources 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. In an open rating
system, workers' compensation companies are provided with advisory rates by job
classification and each insurance company determines its own rates based in part
upon its particular operating and loss costs. Although insurance companies are
not required to adopt such advisory 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.
Our 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 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
5
<PAGE>
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 December 31, 1999, 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
December 31, 1999 (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)......... 9,215,219 13.05% 913,240 8,301,979 11.76%
Wayne R. Bailey (4)........... 1,287,289 1.83% 468,960 818,329 1.17%
John A. Donaldson (5)......... 282,289 * 46,900 235,389 *
Alan W. Faigin (6)............ 93,786 * 29,750 64,036 *
Houston I. Flournoy (7)....... 72,912 * 36,400 36,512 *
C. Douglas Kranwinkle (8)..... 72,864 * 36,400 36,464 *
Raymond G. Meyers (9)......... 686,253 * 172,200 514,053 *
David W. Morrisroe (10)....... 108,228 * 36,400 71,828 *
Louis J. Rampino (11)......... 2,031,856 2.89% 431,424 1,600,432 2.28%
Dickinson C. Ross (12)........ 120,018 * 36,400 83,618 *
Other Plan Participants (116)
(each holding less than
one percent) (13).......... 3,241,867 4.62% 740,380 2,501,487 3.57%
TOTAL 17,212,581 24.10% 2,948,454 14,264,127 19.97%
- ---------------------------
* Less than 1%.
</TABLE>
(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 70,038,594 shares of our common stock outstanding as of December
31, 1999. 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 December 31, 1999 are deemed
outstanding.
(3) Mr. McIntyre has served as Chairman of the Board and Chief Executive
Officer of our company for more than three 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 50,000 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
three 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.
(5) Mr. Donaldson has served as 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 three 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 1,275 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 5,969 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 three 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, Thomas Brady,
Sarah R. Branigan, Paul D. Braun, Jerome C. Briske, David N. Brody, Alan D.
Buckingham, Robert Cano, Carlos Chang, Gwyneth E. Colburn, Robert Connor,
Kim Crist, Jeffrey F. Cruisinberry, Linda S. Darga, Kenneth F. Demski, Avo
Deukmejian, William D. Draxler, Paul Dubois, Linda C. Dudash, Robert J.
Esmail, Mario R. Ferla, Jonathan S. Fuhrman, Linda I. Gaide, Richard A.
Gajda, Peter K. Geike, Norton M. Geller, K.D. Gena, Craig A. Gilmour,
Robert Paul Goldsworthy, William D. Granato, Philip E. Grassbaugh, Robin A.
Gregory, Ronald Groden, Bert D. Haboucha, Andrew D. Hall, 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 T. Justice, John
W. Kalb, Michael S. Karr, Terry J. Keime, John H. Kim, Curtis A. Kirkland,
David R. Klages, Bruce Krall, David M. Krebs, Patrick E. Lamb, Robin J.
Lee, Michael Liddy, Perrin Y. Lim, Michael A. Loehr, Scott S. Manlin,
Randal Mark, Thomas M. Masuguchi, Nicole F. Maury, Noel P. Mayfield, Thomas
W. McClure, Diane Meyerson, Mary-Lou A. Misrahy, Scott H. Mitchell, Cynthia
Morrison, Mahsha Motamedi, Michael A. Mueller, Bradley K. Nichols, Jerry F.
Noles, Maureen C. Nunnari, Steven Ogus, William B. O'Hara, Timothy M.
O'Malley, Ranney P. Pageler, Steven K. Patton, Douglas C. Payne, James E.
Perrotta, Daniel G. Platt, Anthony R. Pokorny, Richard C. Pugh, Denise K.
Richardson, Debbie Sammons Semnanian, Thomas M. Shimada, Carolyn Y.
Shimono, Louis A. Silver, Allyson B. Simpson, Geoffry A. Smith, Thomas M.
Stanley, Carol A. Steffen, Susan H. Stephens, Michael T. Stock, Laura M.
Strange, B. Morgyn Taylor, Gary P. Taylor, Nick Terbovic, Sandra Walder,
Kyle R. Walker, John P. Walsh, Alana L. Warren, Ronald R. Warwick, Signe N.
Wetteland, Thomas C. Whitesell, Mary E. Wilkman, Emmett M. Witt, Jill A.K.
Yamashiro, Jeffrey Zangrilli and Murray L. Zoota.
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
8
<PAGE>
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, 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 as of December 31, 1997 and 1998, and the
consolidated statements of income, cash flows and changes in stockholders'
equity for the years ended December 31, 1996, 1997 and 1998 have been
incorporated by reference in this prospectus in reliance upon the report of
Ernst & Young LLP, independent auditors, given and upon the authority of said
firm as experts in accounting and auditing.
9
<PAGE>
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, 1998;
2. our Quarterly Reports on Form 10-Q for the quarters ended March 31, June 30
and September 30, 1999; 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.
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.
10
<PAGE>
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,
1998;
(2) our Quarterly Report on Form 10-Q for the quarter ended March 31, 1999;
(3) our Quarterly Report on Form 10-Q for the quarter ended June 30, 1999;
(4) our Quarterly Report on Form 10-Q for the quarter ended September 30,
1999; and,
(5) the description of our common stock contained in our Registration
Statement on Form 8-A filed March 17, 1993.
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.
II-1
<PAGE>
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.
II-2
<PAGE>
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
II-3
<PAGE>
controlling person of our company in a successful defense of any action, suit or
proceeding) is asserted by such director, officer or 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.
II-4
<PAGE>
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. 3 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 13th day of March, 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. 3 to Registration Statement has been signed below
by the following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------- ----------------------------------------- ----------------
<C> <S> <C>
* Chairman of the Board and Chief Executive March 13, 2000
- ------------------------- Officer (Principal Executive Officer)
James A. McIntyre
/s/ LOUIS J. RAMPINO President, Chief Operating Officer and March 13, 2000
- ------------------------- Director
Louis J. Rampino
* Executive Vice President, Treasurer, March 13, 2000
- ------------------------- Chief Financial Officer (Principal
Wayne R. Bailey Financial Officer) and Director
* Senior Vice President, Controller and Chief March 13, 2000
- ------------------------- Accounting Officer (Principal Accounting Officer)
John A. Donaldson
* Director March 13, 2000
- -------------------------
Houston I. Flournoy
* Director March 13, 2000
- -------------------------
C. Douglas Kranwinkle
* Director March 13, 2000
- -------------------------
David W. Morrisroe
* Director March 13, 2000
- -------------------------
Dickinson C. Ross
*By /s/ LOUIS J. RAMPINO
--------------------
Louis J. Rampino
Attorney-in-fact
</TABLE>
II-5
<PAGE>
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-8/S-3 No. 333-17525 Amendment No. 3, dated March
13, 2000) pertaining to the Fremont General Corporation 1995 Restricted Stock
Award Plan and to the incorporation by reference therein of our report dated
March 22, 1999, with respect to the consolidated financial statements and
schedules of Fremont General Corporation included in its Annual Report (Form
10-K) for the year ended December 31, 1998, filed with the Securities and
Exchange Commission.
/s/ ERNST & YOUNG LLP
---------------------
Ernst & Young LLP
Los Angeles, California
March 13, 2000
<PAGE>
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.
