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 18, 2008
(July 17, 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
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(Commission File Number)
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(I.R.S. Employer |
| of Incorporation)
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Identification No.) |
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| 2727 East Imperial Highway |
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| Brea, California
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92821 |
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| (Address of Principal Executive Offices)
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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:
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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)) |
As previously reported, on June 18, 2008, Fremont General Corporation (the “Company”) filed a
voluntary petition under Chapter 11 of the United States Bankruptcy Code in the United States
Bankruptcy Court for the Central District of California, Santa Ana Division (the “Bankruptcy
Court”).
On
July 17, 2008, the Bankruptcy Court entered a court order (“Order”) granting the motion filed
by the Company on June 23, 2008, which sought approval to consummate the acquisition by
CapitalSource Inc. (“CapitalSource”), through its newly formed wholly-owned California industrial
bank subsidiary, CapitalSource Bank (in organization), of a substantial portion of the assets of
Fremont Investment & Loan, the Company’s wholly-owned indirect bank subsidiary (“FIL”), including
all of FIL’s branches, and the assumption of all of FIL’s deposits pursuant to the terms of the
Purchase and Assumption Agreement, dated April 13, 2008 (“Purchase Agreement”). The Order
authorizes the Company, as the sole shareholder of Fremont General Credit Corporation, a California
corporation and the direct parent company of FIL (“FGCC”), to direct FGCC to vote its shares of
FIL, which represent 100% of FIL shares, to consummate the transactions contemplated by the
Purchase Agreement.
Entry of the Order by the Bankruptcy Court satisfies a significant closing condition pursuant to
the Purchase Agreement. It is expected that the transaction will close prior to July 31, 2008,
subject to the parties satisfying the remaining closing conditions.
For further information, see the full text of the Order and news release issued, which are attached
as Exhibits 99.1 and 99.2, respectively, to this Current Report on Form 8-K and are incorporated
herein by reference.
Documents filed with the Bankruptcy Court (other than documents filed under seal or otherwise
subject to confidentiality protections) will be accessible at the Bankruptcy Court’s 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 Company’s website at www.fremontgeneral.com under
“Restructuring Information”. 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.