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SEC FILE NUMBER 001-08007 |
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CUSIP NUMBER 357288109 |
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
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(Check one): |
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o Form 10-K
o Form 20-F
o Form 11-K
þ Form 10-Q
o Form 10-D
o Form N-SAR
o Form N-CSR
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For Period Ended: |
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June 30, 2008 |
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o Transition Report on Form 10-K |
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o Transition Report on Form 20-F |
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o Transition Report on Form 11-K |
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o Transition Report on Form 10-Q |
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o Transition Report on Form N-SAR |
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For the Transition Period Ended:
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Read Instruction (on back page) Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify the Item(s) to which
the notification relates:
PART I REGISTRANT INFORMATION
Fremont General Corporation
Full Name of Registrant
Former Name if Applicable
2727 East Imperial Highway
Address of Principal Executive Office (Street and Number)
City, State and Zip Code
PART II RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)
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o |
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(a)
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The reason described in reasonable detail in Part III of this form could not be
eliminated without unreasonable effort or expense |
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(b)
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The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
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(c)
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The accountants statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.
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PART III NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
As previously disclosed, 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 Companys wholly-owned indirect bank subsidiary (FIL), including
all of FILs branches, and the assumption of all of FILs deposits (the CapitalSource
Transaction) pursuant to the terms of the Purchase and Assumption Agreement, dated April 13, 2008
(Purchase Agreement). On July 25, 2008, the CapitalSource Transaction was consummated and FIL
ceased operating as a California industrial bank. Following the CapitalSource Transaction, FIL
changed its name to Fremont Reorganizing Corporation and continues to operate as a California
corporation.
The Company has not yet been able to file its Annual Report on Form 10-K for the year ended
December 31, 2007 or its Quarterly Reports on Form 10-Q for the quarters ended March 31, 2008 and
June 30, 2008. The Company is reviewing the feasibility of completing its 2007 consolidated
financial statements and its consolidated quarterly financial statements for the quarters ended
March 31, 2008 and June 30, 2008 in the context of the Companys bankruptcy filing and the
termination of FILs banking activities following the CapitalSource Transaction. As a result of
these matters confronting the Company, the Company is not able to determine when it will be able to
file its Quarterly Report on Form 10-Q for the second quarter of 2008 with the U.S. Securities and
Exchange Commission.
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SEC 1344 (05-06) |
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Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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(Attach extra Sheets if Needed)
PART IV OTHER INFORMATION
(1) |
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Name and telephone number of person to contact in regard to this notification |
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Richard A. Sanchez |
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714 |
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961-5000 |
(Name) |
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(Area Code)
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(Telephone Number) |
(2) |
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Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).
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Yes
o No þ
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Annual Report on Form 10-K for the fiscal year ended December 31, 2007 |
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Quarterly Report on Form 10-Q for the quarter ended March 31, 2008 |
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(3) |
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Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?
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Yes þ No o
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If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
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Explanation:
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As more fully discussed in Part III hereof, the Company is reviewing the feasibility of completing
its 2007 consolidated financial statements and its consolidated quarterly financial statements for
the quarters ended March 31, 2008 and June 30, 2008 in the context of the Companys bankruptcy
filing and the termination of FILs banking activities following the CapitalSource Transaction.
Consequently, the Company is not in a position to quantify any significant change in results of
operations for the quarter ended June 30, 2008 as compared to the prior comparable quarter at this
time.
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Fremont General Corporation
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
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Date
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August 12, 2008 |
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By |
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/s/ Richard A. Sanchez |
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Richard A. Sanchez |
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Executive Vice President and Chief Administrative Officer |
INSTRUCTION: The form may be signed by an executive officer of the registrant of by any other duly
authorized representative. The name and title of the person signing the form shall be typed or
printed beneath the signature. If the statement is signed on behalf of the registrant by an
authorized representative (other than an executive officer), evidence of the representatives
authority to sign on behalf of the registrant shall be filed with the form.
ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001).
General Instructions
1. This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General Rules and Regulations
under the Securities Exchange Act of 1934.
2. One signed original and four conformed copies of this form and amendments thereto must be
completed and filed with the Securities and Exchange Commission, Washington, D.C. 20549, in
accordance with Rule 0-3 of the General Rules and Regulations under the Act. The information
contained in or filed with the form will be made a matter of public record in the Commission files.
3. A manually signed copy of the form and amendments thereto shall be filed with each national
securities exchange on which any class of securities of the registrant is registered.
4. Amendments to the notifications must also be filed on form 12b-25 but need not restate
information that has been correctly furnished. The form shall be clearly identified as an amended
notification.
5. Electronic filers. This form shall not be used by electronic filers unable to timely file a
report solely due to electronic difficulties. Filers unable to submit a report within the time
period prescribed due to difficulties in electronic filing should comply with either Rule
201 or Rule 202 of Regulation S-T (§232.201 or §232.202 of this chapter) or apply for
an adjustment in filing date pursuant to Rule 13(b) of Regulation S-T (§232.13(b) of this Chapter).