e8vk
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): June 18, 2008
FREMONT GENERAL CORPORATION
(Exact Name of Registrant as Specified in Charter)
|
|
|
|
|
Nevada
|
|
001-08007
|
|
95-2815260 |
|
|
|
|
|
(State or Other Jurisdiction
of Incorporation)
|
|
(Commission File Number)
|
|
(I.R.S. Employer
Identification No.) |
|
|
|
2727 East Imperial Highway
Brea, California
|
|
92821 |
|
|
|
(Address of Principal Executive Offices)
|
|
(Zip Code) |
(Registrants 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 1.03 |
|
Bankruptcy or Receivership. |
On June 18, 2008, Fremont General Corporation (the Company) announced that it had filed a
voluntary petition (the Bankruptcy Filing) under Chapter 11 of the United States Bankruptcy Code
(the Bankruptcy Code) in the United States Bankruptcy
Court for the Central District of California,
Santa Ana Division (the Bankruptcy Court). A copy of the Companys voluntary petition filed with
the Bankruptcy Court is attached hereto as Exhibit 99.1. This bankruptcy case (the Bankruptcy
Case) is being administered in the Bankruptcy Court under the caption In re Fremont General
Corporation, a Nevada corporation, Case No. 8:08-bk-13421. The Company will continue to operate its
business as debtor-in-possession under the jurisdiction of the Bankruptcy Court and in accordance
with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court.
For the avoidance of any doubt, the Company wishes to make clear that Fremont Investment & Loan,
the Companys wholly-owned bank subsidiary (FIL or the Bank), has NOT filed for bankruptcy, was
not included as part of the Bankruptcy Filing and continues to operate its business in the normal
course. The Bankruptcy Filing does not and will not impact the operation of the Bank or affect its
Federal Deposit Insurance Corporation (FDIC) insurance of deposit accounts, which continues to
the fullest extent provided by law.
The Company intends to promptly file a motion with the Bankruptcy Court for its approval to
complete the pending acquisition by CapitalSource Inc., through a
newly formed wholly-owned California industrial bank subsidiary,
CapitalSource Bank (in organization), of a substantial portion of FILs assets,
including all of FILs branches, and the assumption of all of FILs deposits pursuant to the terms
and conditions of the Purchase and Assumption Agreement dated April 13, 2008 (the Agreement). As
previously announced, both CapitalSource Inc. and FIL have received the necessary approvals from the FDIC
and the California Department of Financial Institutions to complete
the transactions contemplated by the Agreement.
A copy of the Companys news release announcing the filing of the Bankruptcy Case is attached
hereto as Exhibit 99.2 and is incorporated herein by reference.
|
|
|
Item 2.04 |
|
Triggering Events That Accelerate or Increase a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement. |
While the Companys Bankruptcy Filing, as discussed in Item 1.03 of this Current Report
constitutes an event of default under the Indenture dated March 1, 1999 relating to the Companys
$169.0 million of Series B 7.875% Senior Notes due March 2009 (Senior Notes) and the Indenture
dated March 6, 1996 relating to its 9% Junior Subordinated Debentures (Debentures), as a result
of the Bankruptcy Filing, all creditors (including holders of the Senior Notes and the holders of
the Debentures) are subject to an automatic stay of any action to collect, assert, or recover a
claim against the Company.
|
|
|
Item 7.01 |
|
Regulation FD Disclosure. |
Documents filed in connection with the 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. 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.
On June 18, 2008, the Company announced in a press release both (i) that CapitalSource, Inc.
received the requisite regulatory approvals to acquire a substantial portion of the assets and all
of the deposits of FIL through a newly formed industrial bank
subsidiary and (ii) the Bankruptcy Filing.
For further information, see the full text of the news release issued, which is attached as Exhibit
99.2 to this Current Report on Form 8-K and is incorporated herein by reference.
|
|
|
Item 9.01 |
|
Financial Statements and Exhibits. |
|
|
|
Exhibit |
|
|
Number |
|
Description |
|
|
|
Exhibit 99.1
|
|
Fremont General Corporation Voluntary Petition dated June 18, 2008 that was filed with the Bankruptcy Court |
|
|
|
Exhibit 99.2
|
|
News Release issued by the Company, dated June 18, 2008 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
|
|
|
|
|
FREMONT GENERAL CORPORATION
|
|
Date: June 18, 2008 |
By: |
/s/ Richard A. Sanchez
|
|
|
|
Name: |
Richard A. Sanchez |
|
|
|
Title: |
Executive Vice
President and Chief
Administrative
Officer |
|
|