UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SEC FILE NUMBER
001-08007
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X]Form 10-Q
[ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR
For Period Ended: March 31, 2007
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended: ________________________
Read attached instruction sheet 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
N/A
--------------------------------------------------------------------------------
Former Name if Applicable
2425 Olympic Boulvard, 3rd Floor
--------------------------------------------------------------------------------
Address of Principal Executive Office (Street and Number)
Santa Monica, CA 90404
--------------------------------------------------------------------------------
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)
(a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
(b) The subject annual report, semi-annual report, transition report on
Form 10-K, Form 20-F, 11-K or Form N-SAR, 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 portion thereof will be filed on or before the fifth calendar
day following the prescribed due date; and
(c) The accountant's statement or other exhibit required by Rule 12b-25(c)
has been attached if applicable.
PART III -- NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, N-SAR, N-CSR,
or the transition report or portion thereof, could not be filed within the
prescribed time period.
Fremont General Corporation (the "Company") could not file its Quarterly Report
on Form 10-Q for the fiscal quarter ended March 31, 2007 (the "Quarterly
Report") by May 10, 2007 without unreasonable effort or expense for the reasons
set forth below.
The Company has not yet filed its Annual Report on Form 10-K for the fiscal year
ended December 31, 2006 (the "Annual Report"). The initial reasons for the
delayed filing of the Annual Report are contained in a Form 12b-25 filed by the
Company on March 2, 2007.
On March 27, 2007, Grant Thornton LLP advised the Company of its resignation
from its position as the Company's independent registered public accounting
firm. On April 24, 2007, the Audit Committee of the Company's Board of Directors
engaged Squar, Milner, Peterson, Miranda & Williamson, LLP ("Squar Milner") as
the Company's independent registered public accounting firm. Squar Milner is
working to complete its audit of the Company's financial statements for the
fiscal year ended December 31, 2006 and the Company will file the Annual Report
as soon as reasonably practicable upon the completion of such audit. As soon as
reasonably practicable after the Company files the Annual Report, it intends to
complete its financial statements for the fiscal quarter ended March 31, 2007
and file the Quarterly Report.
PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Alan W. Faigin 310 315-5500
------------------------- ----------- ----------------------------
(Name) (Area Code) (Telephone Number)
(2) 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). [ ] Yes [X] No
The Company has not yet filed its Annual Report on Form 10-K for the fiscal year
ended December 31, 2006.
(3) 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?
[X] Yes [ ] No
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.
The Company expects to report a significant change in results of operations
from the corresponding period for the last fiscal year. For further information,
please see the Current Reports on Form 8-K filed by the Company since February
2007.
2
FORWARD-LOOKING STATEMENTS
This report may contain "forward-looking statements" which are made pursuant to
the safe harbor provisions of the Private Securities Litigation Reform Act of
1995. Such forward-looking statements and the Company's currently reported
results are based on the Company's current expectations and beliefs concerning
future developments and their potential effects on the Company. These statements
and the Company's reported results are not guarantees of future performance and
there can be no assurance that actual developments will be those anticipated by
the Company. Actual results may differ materially and adversely from the
Company's projected or reported results as a result of significant risks,
uncertainties and assumptions that are difficult to predict, including:
o the impact of the Company's withdrawal from the sub-prime residential real
estate loan origination business;
o the probability of the completion of the proposed agreement to sell
substantially all of the Company's sub-prime residential real estate
business and loans;
o changes in the interest rate and competitive environments;
o changes in general and specific economic conditions and trends;
o changes in asset and loan valuations and the costs of originating loans;
o changes in the volumes of loans originated, loans sold, the pricing of
existing and future loans, and the values realized upon the sale of such
loans;
o access to the necessary capital and deposit resources to fund loan
originations and the condition of the whole loan sale and securitization
markets;
o the impact of home price valuations and other changes in the commercial and
residential real estate markets;
o the effect of litigation, state and federal legislation and regulations,
and development of, and the variability in determining, the allowance for
loan losses;
o the impact of the Cease and Desist Order issued by the Federal Deposit
Insurance Corporation on the Company's ability to conduct its business;
o the impact of changes in federal and state tax laws and interpretations,
including tax rate changes;
o the ability to maintain an effective system of internal and financial
disclosure controls, and to identify and remediate any control
deficiencies, under the requirements of Section 404 of the Sarbanes-Oxley
Act of 2002; and
o other events and factors beyond our control.
For a more detailed discussion of risks and uncertainties, see the
Company's other public filings with the Securities and Exchange Commission. The
Company undertakes no obligation to publicly update any forward-looking
statements.
--------------------------------------------------------------------------------
3
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.
Date: May 11, 2007 By: /s/ LOUIS J. RAMPINO
------------------------- --------------------------------------
Louis J. Rampino
President, Chief Executive Officer
and Director (Principal Executive
Officer)
4