Fremont General Corporation (Form: 8-K)  

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

     
Date of Report (Date of Earliest Event Reported):   April 24, 2007

Fremont General Corporation
__________________________________________
(Exact name of registrant as specified in its charter)

     
Nevada 001-08007 95-2815260
_____________________
(State or other jurisdiction 		_____________
(Commission 		______________
(I.R.S. Employer
of incorporation) File Number) Identification No.)
      
2425 Olympic Boulevard, 3rd Floor, Santa Monica, California   90404
_________________________________
(Address of principal executive offices) 		  ___________
(Zip Code)
     
Registrant’s telephone number, including area code:   (310) 315-5500

Not Applicable
______________________________________________
Former name or former address, if changed since last report

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item 4.01 Changes in Registrant's Certifying Accountant.

On April 24, 2007 the Audit Committee of the Board of Directors of Fremont General Corporation (the "Company") engaged Squar, Milner, Peterson, Miranda & Williamson, LLP ("Squar Milner") as the Company’s independent registered public accounting firm. Squar Milner will begin work immediately to complete the audit of the Company’s financial statements for the year ended December 31, 2006. Squar Milner is the successor to Grant Thornton LLP ("Grant Thornton") as the Company’s independent registered public accounting firm. Grant Thornton resigned its engagement as the Company’s independent accountants effective as of March 27, 2007, as reported in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 2, 2007.

During the years ended December 31, 2006 and 2005 and through the date of this report, neither the Company nor anyone acting on its behalf consulted with Squar Milner regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, or (ii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a reportable event (as described in Item 304(a)(1)(v) of Regulation S-K), except that, subsequent to the date of Grant Thornton’s resignation (March 27, 2007), in connection with the possible engagement of Squar Milner, the Company did discuss with Squar Milner the circumstances of Grant Thornton’s resignation, including the items outlined in Grant Thornton’s letter to the Securities and Exchange Commission attached as Exhibit 16.1 to the Company’s Current Report on Form 8-K filed on April 2, 2007.





Item 8.01 Other Events.

On April 25, 2007, the Company issued a press release to announce the engagement of Squar Milner as its independent auditors. The press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.





Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

Exhibit Number Description

Exhibit 99.1 Press Release dated April 25, 2007





CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995.

Forward-Looking Statements

This report may contain “forward-looking statements” which are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements and the Company’s currently reported results are based on the Company’s current expectations and beliefs concerning future developments and their potential effects on the Company. These statements and the Company’s reported results are not guarantees of future performance and there can be no assurance that actual developments will be those anticipated by the Company. Actual results may differ materially and adversely from the Company’s projected or reported results as a result of significant risks, uncertainties and assumptions that are difficult to predict, including:

• the impact of the Company’s withdrawal from the sub-prime residential real estate mortgage lending business;
• the probability of the completion of the proposed agreement to sell substantially all of the Company’s sub-prime residential real estate business and loans;
• changes in the interest rate and competitive environments;
• changes in general and specific economic conditions and trends;
• changes in asset and loan valuations and the costs of originating loans;
• changes in the volumes of loans originated, loans sold, the pricing of existing and future loans, and the values realized upon the sale of such loans;
• access to the necessary capital and deposit resources to fund loan originations and the condition of the whole loan sale and securitization markets;
• the impact of home price valuations and other changes in the commercial and residential real estate markets;
• the effect of litigation, state and federal legislation and regulations, and development of, and the variability in determining, the allowance for loan losses;
• the impact of the Cease and Desist Order issued by the Federal Deposit Insurance Corporation on the Company’s ability to conduct its business;
• the impact of changes in federal and state tax laws and interpretations, including tax rate changes;
• the ability to maintain an effective system of internal and financial disclosure controls, and to identify and remediate any control deficiencies, under the requirements of Section 404 of the Sarbanes-Oxley Act of 2002; and
• other events and factors beyond our control.

For a more detailed discussion of risks and uncertainties, see the Company’s other public filings with the SEC. The Company undertakes no obligation to publicly update any forward-looking statements.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

         
    Fremont General Corporation
          
April 25, 2007   By:   /s/ Louis J. Rampino
       
        Name: Louis J. Rampino
        Title: President and Chief Executive Officer

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Exhibit Index


     
Exhibit No.   Description
 
99.1
  Press Release dated April 25, 2007