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):
November 15, 2006
FREMONT GENERAL CORPORATION
(Exact name of registrant as specified in its charter)
NEVADA 001-08007 95-2815260
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
2425 OLYMPIC BOULEVARD, 3RD FLOOR
SANTA MONICA, CALIFORNIA 90404
(Address of principal executive offices, including 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))
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
On November 15, 2006, 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:
CASH BONUS: On November 15, 2006, the Committee approved a one-time cash
bonus to be paid on February 2, 2007 to executive officers of the Company. The
one-time cash bonus will be paid in lieu of cash amounts that would have been
paid if the pre-tax earnings targets were achieved under the Company's 2006
Executive Officer Annual Bonus Plan. The Committee does not expect those targets
to be achieved. Excluded from this one-time cash bonus are: James A. McIntyre,
Louis J. Rampino, Wayne R. Bailey and Murray L. Zoota.
RESTRICTED STOCK AWARD: On November 15, 2006, the Committee approved
restricted stock awards to executive officers of the Company. Neither James A.
McIntyre nor Murray L. Zoota were awarded shares of restricted stock on November
15, 2006. The grant of restricted stock will be made pursuant to the terms of
Fremont's stockholder approved 2006 Performance Incentive Stock Plan, a copy of
which was previously filed as Exhibit I to Fremont's Proxy Statement on Form 14A
filed with the Securities and Exchange Commission on April 13, 2006, and the
terms of a Restricted Stock Agreement, a copy of which was filed as Exhibit 10.3
to Fremont's Quarterly Report on Form 10-Q for the period ended June 30, 2006,
and is incorporated herein by reference. Restrictions on these shares will be
released annually in one-third increments beginning on January 1, 2008. The
shares of restricted stock awarded include dividend rights.
The following table sets forth information regarding the award levels for
the one-time cash bonuses and the restricted stock awards for the executive
officers named in the Summary Compensation Table included in the 2006 Proxy
Statement (the "Named Executive Officers"):
ONE-TIME RESTRICTED
CASH AWARD STOCK AWARD
CURRENT BASE -------------- --------------
NAMED EXECUTIVE OFFICER SALARY IN DOLLARS ($) IN # OF SHARES
------------------------------------------------------------------ ------------ -------------- --------------
James A. McIntyre ................................................ $ 800,000 -0- -0-
Chairman of the Board
Louis J. Rampino ................................................. 800,000 -0- 125,000
President and Chief Executive Officer
Wayne R. Bailey .................................................. 700,000 -0- 110,000
Executive Vice President and Chief Operating Officer
Patrick E. Lamb .................................................. 400,000 $ 200,000 50,000
Senior Vice President, Treasurer and Chief Financial Officer
Raymond G. Meyers ................................................ 325,000 130,000 41,000
Senior Vice President and Chief Administrative Officer
Murray L. Zoota .................................................. 475,000 -0- -0-
Executive Vice President, Fremont Investment & Loan
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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: November 20, 2006 PATRICK E. LAMB
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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