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 25, 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:
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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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| Item 2.01 |
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Completion of Acquisition or Disposition of Assets |
On July 25, 2008, Fremont General Corporation (the “Company”), through its indirect wholly-owned
subsidiary, Fremont Investment & Loan (“FIL” or “Bank”), completed the sale of a substantial
portion of FIL’s assets, including all of its branches, and 100% of its deposits, to CapitalSource
Bank (“CapitalSource Bank”), a newly formed California industrial bank and indirect wholly-owned
subsidiary of CapitalSource Inc. This transaction was completed pursuant to the Purchase and
Assumption Agreement (the “Agreement”) entered into on April 13, 2008.
At the closing of the transaction, CapitalSource Bank acquired the Bank’s entire retail branch
network of 22 offices, its participation interest in previously sold
commercial real estate loans, real and
personal property, cash and certain other assets of the Bank. In addition, CapitalSource Bank
assumed 100% of the Bank’s deposits, which totaled approximately $5.2 billion.
As a result of this transaction, the Bank received a net premium of approximately $100.0 million
for the assumed deposits and transferred assets. Pursuant to the Agreement, within 30 days after
the closing, the parties will confirm the final dollar amount of assets sold and deposits assumed
by CapitalSource Bank through preparation of a final closing statement, and, if there are any
changes from the amount delivered at the closing, the final net premium to be received by FIL may
increase or decrease.
Following the transfer of its branches to CapitalSource Bank, FIL will no longer accept deposits or
conduct any other traditional banking functions of a California industrial bank. Within the next
few days, the Bank will be relinquishing its federal deposit insurance to the Federal Deposit
Insurance Corporation (“FDIC”) and surrendering its charter to the California Department of
Financial Institutions (“DFI”). The Bank, however, will continue as a California corporation and
will be changing its name to “Fremont Reorganizing Corporation.”
For further information, see the full text news release issued, which are attached as Exhibits 99.1
to this Current Report on Form 8-K and are incorporated herein by reference.
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| Item 9.01 |
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Financial Statements and Exhibits. |
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| Exhibit |
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Description |
| Exhibit 99.1
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News Release issued by the Company, dated July 25, 2008 |