UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): July 15, 2009 (July 14, 2009)
FREMONT GENERAL CORPORATION
(Exact Name of Registrant as Specified in Charter)
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Nevada
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001-08007
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95-2815260 |
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(State or Other Jurisdiction
of Incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification No.) |
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175 North Riverview Drive |
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Anaheim, California
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92808 |
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(Address of Principal Executive Offices)
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(Zip Code) |
(Registrants Telephone Number, Including Area Code) (714) 283-6500
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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On July 14, 2009, the United States Bankruptcy Court for the Central District of California,
Santa Ana Division (the Bankruptcy Court) terminated, effective as of July 17, 2009, the
exclusive period in which only Fremont General Corporation (the Company) would be permitted to
solicit votes on a filed plan of reorganization. Pursuant to section 1121 of the United States
Bankruptcy Code (Bankruptcy Code), a debtor in possession, such as the Company, has 120 days from
the date of the filing of its Chapter 11 petition with the Bankruptcy Court in which to file a plan
of reorganization, subject to Bankruptcy Courts discretion to grant extensions of this exclusive
period, as well as an additional 60 day period in which only the debtor in possession may solicit
votes on a filed plan. During these exclusive periods, no other person or entity is permitted to
file a plan of reorganization or solicit votes thereon.
As previously disclosed, on June 1, 2009, the Company filed a Plan of Reorganization Under
Chapter 11 of the Bankruptcy Code (the Plan) and an accompanying Disclosure Statement
Describing Debtors Plan Pursuant to Chapter 11 of the Bankruptcy Code (the Disclosure
Statement) with the Bankruptcy Court, which, pursuant to previous orders of the Bankruptcy Court,
automatically extended the Companys exclusive ability to pursue confirmation of the Plan through
September 1, 2009.
On June 8, 2009, the Official Committee of Unsecured Creditors in the Companys pending
bankruptcy proceedings (the Creditors Committee) filed a motion with the Bankruptcy Court seeking
to terminate the exclusive period so that the Creditors Committee could file an alternative plan of
reorganization. The Official Committee of Equity Holders in the Companys pending bankruptcy
proceedings (the Equity Committee) joined the Creditors Committees termination motion.
As a result of the Bankruptcy Courts termination of the Companys exclusive periods, the
Creditors Committee, the Equity Committee, and other parties in interest may file alternative plans
of reorganization and accompanying disclosure statements (collectively, Alternative Plans)
beginning on July 17, 2009. Any such Alternative Plans will be prepared by the Creditors
Committee, the Equity Committee, or other applicable proponents without coordination with, input
from, or approval of the Company or its management team. The Company and its management is filing
this Form 8K to make all stockholders of the Company aware of the fact that except to the extent
expressly stated to the contrary any and all statements, representations, estimates, analysis,
projections and other information contained in any Alternative Plans should be attributed solely to
the Creditors Committee, the Equity Committee, or other applicable proponents thereof, and thus
should not be relied upon as statements of the Company or its management team. Moreover, we
caution investors that certain financial information relating to the Company and its wholly-owned
subsidiary, Fremont Reorganizing Corporation (FRC), as well as related representations that are
expected to be contained in one or more of the Alternative Plans are based upon financial
statements that have not been audited or reviewed by independent registered accountants, have not
been presented
in accordance with generally accepted accounting principles and were prepared for internal
purposes only. Indeed, specifically with respect to the Creditors Committee and the Equity
Committee, such materials were provided and circulated pursuant to confidentiality agreements
expressly contemplating that such materials were not for public circulation. Thus, the Company
advises that such unaudited financial information and related representations in any Alternative
Plans that are attributable to the Company or its management have been either: (i) prepared by the
Company for internal purposes only and not for the purpose of distributing such information to the
public or (ii) prepared as part of the Companys Monthly Operating Reports that are filed with the
Bankruptcy Court in accordance with the Bankruptcy Code, which the Company has previously stated
should not be relied upon for investment purposes. As such, investors and other interested parties
should not rely upon such information until the Bankruptcy Court has approved the
disclosure statement relating to any Alternative Plan as containing the adequate information
required by section 1125 of the Bankruptcy Code.
Documents filed with the Bankruptcy Court in connection with the Companys bankruptcy case
(other than documents filed under seal or otherwise subject to confidentiality protections) will be
accessible at the Bankruptcy Courts Internet site, www.cacd.uscourts.gov, through an account
obtained from Pacer Service Center at 1-800-676-6856. Additional information may also be found at
the Companys website at www.fremontgeneral.com under Restructuring Information where you will
find the following link www.kccllc.net/fremontgeneral. The information set forth on the
foregoing websites shall not be deemed to be a part of or incorporated by reference into this Form
8-K.