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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): MARCH 24, 2005
FREMONT GENERAL CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
NEVADA
(State or Other Jurisdiction of Incorporation)
1-8007 95-2815260
(Commission File Number) (I.R.S. Employer Identification No.)
2425 OLYMPIC BOULEVARD, 3RD FLOOR
SANTA MONICA, CA 90404
(Address of Principal Executive Offices) (Zip Code)
(310) 315-5500
(Registrant's Telephone Number, Including Area Code)
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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On March 24, 2005, the Board of Directors of Fremont General Corporation
("Fremont" or the "Company") approved the following actions of the Compensation
Committee of the Board of Directors (the "Committee") with regard to the
compensation of the executive officers of the Company:
2005 ANNUAL INCENTIVE COMPENSATION: On March 24, 2005, the Committee
established pretax earnings targets for 2005 bonuses payable in 2006, upon
achievement of the targets, to executive officers of the Company under the
Company's Executive Officer Annual Bonus Plan (the "Plan"). The Plan was
approved by the Company's stockholders on May 20, 2004 and filed as Exhibit A to
Fremont's 2004 Definitive Proxy Statement filed April 14, 2004 (the "2004 Proxy
Statement"), and is incorporated herein by this reference.
The Plan's current performance period runs from January 1 through December
31, 2005 (the "2005 Plan") and relates to all executive officers. The Committee
approved minimum, target and maximum bonus award levels, as a percent of salary,
for the executive officers under the 2005 Plan based upon achievement of 80% to
120% of the pre-established pretax earnings targets for 2005. Salary levels at
year end are used to calculate bonuses. Executive officer, James A. McIntyre,
Chairman of the Board, elected not to participate in the 2005 Plan. The
following table sets forth information regarding the award levels for the cash
component of the bonuses under the 2005 Plan for the executive officers named in
the Summary Compensation Table included in the 2004 Proxy Statement (the "Named
Executive Officers"):
CASH INCENTIVE AWARD AS
A PERCENTAGE OF BASE SALARY
------------------------------
CURRENT
NAMED EXECUTIVE OFFICER BASE SALARY MINIMUM TARGET MAXIMUM
--------------------------------------- ----------- ------- ------ -------
Louis J. Rampino $ 800,000 25 50 150
President and Chief Executive Officer
Wayne R. Bailey 700,000 25 50 150
Executive Vice President and
Chief Operating Officer
Raymond G. Meyers 325,000 20 40 120
Senior Vice President and
Chief Administrative Officer
Alan W. Faigin 300,000 20 40 120
Secretary, General Counsel and
Chief Legal Officer
Murray L. Zoota 475,000 25 50 150
President and Chief Executive Officer
Fremont Investment & Loan
At the end of the one-year performance period, the Committee will determine
whether, and the extent to which, the 2005 pretax earnings target has been
achieved, and if achieved, will authorize payouts to the executive officers
under the 2005 Plan. The bonuses will be paid in cash at 100% of the earned cash
bonus amount plus an award of shares of restricted common stock equal to 100% of
the earned cash bonus amount. The number of shares of restricted stock will be
determined by dividing 100% of the cash bonus earned under the 2005 Plan by the
fair market value of Fremont's common stock. The grant of restricted stock will
be made pursuant to the terms of Fremont's 1997 Stock Plan and the terms of a
Restricted Stock Agreement, a copy of which was previously filed as Exhibit
10.10 to Fremont's Quarterly Report on Form 10-Q for the period ended June 30,
1997 (the "1997 Stock Plan"), and is incorporated herein by reference. The term
of the restricted stock award will be set by the Committee on the date bonus
payouts are authorized, but generally restrictions are released in one-third
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increments beginning on January 1st of the year following the award date. Shares
of restricted stock awarded under the 1997 Stock Plan include dividend rights.
2005 LONG TERM INCENTIVE COMPENSATION: On March 24, 2005, the Committee
established the cumulative pretax earnings target under the Company's Executive
Officer Long Term Incentive Compensation Plan (the "Long Term Plan") for bonuses
payable in 2008, upon achievement of the target, to executive officers of the
Company. The Long Term Plan was approved by the Company's stockholders on May
20, 2004 and filed as Exhibit B to the 2004 Proxy Statement, and is incorporated
herein by this reference.
The current performance period under the Long Term Plan is the three-year
period January 1, 2005 through December 31, 2007 (the "2005 Long Term Plan").
Bonus opportunities under the Long Term Plan are dependent upon the Company
achieving a predetermined cumulative pretax earnings target during the
three-year period as a function of an executive's base salary for the period. An
average of the executive's salary at year end for each of the three years is
used in the bonus calculation. The Committee approved minimum, target and
maximum cash bonus award levels under the 2005 Long Term Plan based upon
achievement of 80% to 120% of the pre-established three-year cumulative pretax
earnings target. Mr. McIntyre elected not to participate in the 2005 Long Term
Plan. The following table sets forth information regarding the award levels for
the cash component of the bonuses under the 2005 Long Term Plan for the Named
Executive Officers:
CASH INCENTIVE AWARD AS
A PERCENTAGE OF BASE SALARY
------------------------------
CURRENT
NAMED EXECUTIVE OFFICER BASE SALARY MINIMUM TARGET MAXIMUM
--------------------------------------- ----------- ------- ------ -------
Louis J. Rampino ................................ $ 800,000 60 100 150
President and Chief Executive Officer
Wayne R. Bailey ................................. 700,000 60 100 150
Executive Vice President and
Chief Operating Officer
Raymond G. Meyers ............................... 325,000 60 100 150
Senior Vice President and
Chief Administrative Officer
Alan W. Faigin .................................. 300,000 60 100 150
Secretary, General Counsel and
Chief Legal Officer
Murray L. Zoota ................................. 475,000 60 100 150
President and Chief Executive Officer
Fremont Investment & Loan
At the conclusion of the three-year performance period, the Committee will
determine whether, and the extent to which the cumulative three-year pretax
earnings target has been achieved, and if achieved, will authorize payout of
bonuses to the executive officers under the 2005 Long Term Plan. The bonuses
will be paid in cash equal to 100% of the earned cash bonus amount and may also
include an award of shares of restricted common stock of up to 100% of the
earned cash bonus. The number of shares of restricted stock received will be
determined by dividing up to 100% of the cash bonus earned under the 2005 Long
Term Plan by the fair market value of Fremont's common stock. The grant of
restricted stock will be made under the 1997 Stock Plan or a successor plan. The
term of the restricted stock award will be set by the Committee on the date
bonus payouts are authorized, but generally the restrictions will be released in
one-third increments beginning on January 1st of the year following the award
date.
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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
Date: March 30, 2005 BY: /s/ Patrick E. Lamb
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Patrick E. Lamb
Senior Vice President, Chief Financial
Officer, Chief Accounting Officer and
Treasurer
(Principal Accounting Officer)
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