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): March 13, 2008 (March 7, 2008)
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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2727 East Imperial Highway
Brea, California
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92821 |
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(Zip Code) |
(Registrant’s Telephone Number, Including Area Code) (714) 961-5000
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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 Principal Officers; Election of Directors; Appointment of
Principal Officers
On March 12, 2008, Fremont General Corporation (the “Company”) doing business primarily through its
wholly-owned bank subsidiary, Fremont Investment & Loan (the “Bank”), announced today in a press
release attached as Exhibit 99.1 hereto and incorporated herein by reference that Mr. Ronald J.
Nicolas, Jr., Executive Vice President and Director of Corporate Development and formerly Executive
Vice President and Chief Financial Officer of the Company and the Bank has separated from the
Company and the Bank effective as of Friday, March 7, 2008.
Item 7.01 Regulation FD Disclosure
On March 12, 2008, the Company announced today in a press release attached as Exhibit 99.1 hereto
and incorporated herein by reference that Mr. Alan W. Faigin, Senior Vice President, and formerly
the Company’s Secretary, General Counsel and Chief Legal Officer, and Chief Legal Officer of the
Bank and formerly interim President and Chief Executive Officer of the Bank, has separated from the
Company effective March 12, 2008.
Item 8.01 Other Events
The Company announced today in a press release, attached as Exhibit 99.1 hereto and
incorporated herein by reference, that it will not be filing with the U.S. Securities and Exchange
Commission (“SEC”) its Annual Report on Form 10-K for the year ended December 31, 2007 (the “2007
Annual Report”) by the end of the 15 day extension period, as previously anticipated in the
Company’s filing on Form 12b-25, which was filed with the SEC on February 29, 2008. This further
delay in filing the 2007 Annual Report is due to continuing ongoing reviews of the Company’s 2007
consolidated financial statements by the Company and its independent auditors, Squar, Milner,
Peterson, Miranda & Williamson, LLP. Because the Company is not able to determine when it will be
able to file its 2007 Annual Report with the SEC, it is also announcing the postponement of its
Combined 2007 and 2008 Annual Meeting of Shareholders (the “Annual Meeting”), which was scheduled
for April 16, 2008. The Company intends to hold the Annual Meeting as soon as it is able to do so
and intends to communicate further with the New York Stock Exchange on this matter.
The Company also announced in a press release attached as Exhibit 99.1 hereto and incorporated herein by
reference, that Mr. Mark E. Schaffer, Mr. Robert J. Shackleton, Mr. John C. Loring and Mr. Richard
A. Sanchez were appointed as directors of the Bank’s Board of Directors, effective March 10, 2008.
Each of Messrs. Schaffer, Shackleton, Loring and Sanchez also currently serves on the Company’s
Board of Directors. The Bank previously applied to its bank regulators, the Federal Deposit
Insurance Corporation (“FDIC”) and the California Department of Financial Institutions (“DFI”), for
these new directors to serve on its Board of Directors. The Bank received the non-objection from
the FDIC and DFI to seat Messrs. Schaffer, Shackleton, Loring and Sanchez as directors of the Bank,
along with Mr. Barney R. Northcote, who will be appointed in the near future.
The new directors will be replacing Mr. Robert F. Lewis and Mr. Russell K. Mayerfeld who resigned
as directors of the Bank, effective March 10, 2008. Mr. Thomas W. Hayes, who was not available for
this meeting, also intends to resign and at such time Mr. Northcote is expected to be appointed.
None of the resigning directors currently serve on the Company’s Board of Directors.
Item 9.01 Financial Statements and Exhibits.
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Description |
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Exhibit 99.1
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Press Release issued by the Company, dated March 12, 2008 |