-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Trgok0F2WPEBqWPgJuoYrt4fy2qyk74rzwMhRAsCZkyRdFlQc4/hVe+VZZK/wmXC eJ7UW9jaRmPRX2zLmPLrYw== 0000904853-08-000002.txt : 20080208 0000904853-08-000002.hdr.sgml : 20080208 20080208160041 ACCESSION NUMBER: 0000904853-08-000002 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080208 DATE AS OF CHANGE: 20080208 GROUP MEMBERS: AMSTER LIMITED PARTNERSHIP GROUP MEMBERS: AMSTER TRADING COMPANY GROUP MEMBERS: AMSTER TRADING COMPANY CRUT'S GROUP MEMBERS: FIRST AMENDED & RESTATED DECLARATION OF TRUST OF TAMRA GOULD GROUP MEMBERS: HOWARD AMSTER GROUP MEMBERS: HOWARD AMSTER & TAMRA GOULD CRUT GROUP MEMBERS: HOWARD AMSTER 2005 CRUT GROUP MEMBERS: TAMRA F. GOULD FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AMSTER HOWARD CENTRAL INDEX KEY: 0000904853 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 23811 CHABRIN BLVD STREET 2: #200 CITY: BEACHWOOD STATE: OH ZIP: 44122 BUSINESS PHONE: 2165951047 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FREMONT GENERAL CORP CENTRAL INDEX KEY: 0000038984 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 952815260 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-18269 FILM NUMBER: 08589223 BUSINESS ADDRESS: STREET 1: 2425 OLYMPIC BOULEVARD STREET 2: 3RD FLOOR CITY: SANTA MONICA STATE: CA ZIP: 90404 BUSINESS PHONE: 3103155500 MAIL ADDRESS: STREET 1: 2425 OLYMPIC BOULEVARD STREET 2: 3RD FLOOR CITY: SANTA MONICA STATE: CA ZIP: 90404 SC 13D/A 1 fremont.txt OMB Number 3235-0145 United States Securities and Exchange Commission Washington DC 20549 Schedule 13D/A Amendment No. 3 Under the Securities and Exchange Act of 1934 Fremont General Corporation Name of Issuer common stock Title of Class of Securities CUSIP Number 357288109 Howard Amster, 23811 Chagrin Blvd., Suite 200 Beachwood, Ohio 44122-5525, 216 595-1047 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) February 5, 2008 (Date of Event which Requires Filing of this Statement) If this filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of 240.13d-1(e) (f) or (g), check the following box / /. Note: Scheduled filed in paper format shall include a signed original and five copies of the schedule including all exhibits. See 240.13D-7 for other parties to who copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that Section of the Act, but shall be subject to all other provisions of the Act (however see the Notes). 1 Name of Reporting Person Howard Amster 2 If a member group a) / / b) /X/ 3 SEC Use only 4 Source of Funds PF 5 Check if Disclosure 6 Citizenship U.S.A. Number of Shares 7 Sole Voting 793,453 Beneficially Owned By Each 8 Shared Voting 4,298,347 Reporting Person With 9 Sole Dispositive 793,453 10 Shared Dispositive 4,298,347 11 Aggregate Amount Beneficially owned 2,731,639 12 Check if Aggregate Amount (11) Excludes Certain Shares 13 Percent of Class Represented by amount in row (11) 3.43 % 14 Type of Reporting Person IN 1 Name of Reporting Person Howard M Amster 2005 Charitable Remainder Unitrust 2 If a member group a) / / b) /X/ 3 SEC Use only 4 Source of Funds AF 5 Check if Disclosure 6 Citizenship U.S.A. Number of Shares 7 Sole Voting Beneficially Owned By Each 8 Shared Voting 91,155 Reporting Person With 9 Sole Dispositive 10 Shared Dispositive 91,155 11 Aggregate Amount Beneficially owned 91,155 12 Check if Aggregate Amount (11) Excludes Certain Shares 13 Percent of Class Represented by amount in row (11) 0.11 % 14 Type of Reporting Person OO 1 Name of Reporting Person Howard Amster & Tamra F. Gould Charitable Remainder Unitrust 2 If a member group a) / / b) /X/ 3 SEC Use only 4 Source of Funds AF 5 Check if Disclosure 6 Citizenship U.S.A. Number of Shares 7 Sole Voting Beneficially Owned By Each 8 Shared Voting 95,292 Reporting Person With 9 Sole Dispositive 10 Shared Dispositive 95,292 11 Aggregate Amount Beneficially owned 95,292 12 Check if Aggregate Amount (11) Excludes Certain Shares 13 Percent of Class Represented by amount in row (11) 0.12 % 14 Type of Reporting Person OO 1 Name of Reporting Person Amster Limited Partnership 2 If a member group a) / / b) /X/ 3 SEC Use only 4 Source of Funds WC 5 Check if Disclosure 6 Citizenship USA Number of Shares 7 Sole Voting Beneficially Owned By Each 8 Shared Voting 18,100 Reporting Person With 9 Sole Dispositive 10 Shared Dispositive 18,100 11 Aggregate Amount Beneficially owned 18,100 12 Check if Aggregate Amount (11) Excludes Certain Shares 13 Percent of Class Represented by amount in row (11) 0.02 % 14 Type of Reporting Person PN 1 Name of Reporting Person Amster Trading Company 2 If a member group a) / / b) /X/ 3 SEC Use only 4 Source of Funds WC 5 Check if Disclosure 6 Citizenship USA Number of Shares 7 Sole Voting Beneficially Owned By Each 8 Shared Voting 4,076,750 Reporting Person With 9 Sole Dispositive 10 Shared Dispositive 4,076,750 11 Aggregate Amount Beneficially owned 1,920,086 12 Check if Aggregate Amount (11) Excludes Certain Shares 13 Percent of Class Represented by amount in row (11) 2.41 % 14 Type of Reporting Person CO 1 Name of Reporting Person Amster Trading Company Charitable Remainder Unitrusts 2 If a member group a) / / b) /X/ 3 SEC Use only 4 Source of Funds AF 5 Check if Disclosure 6 Citizenship Number of Shares 7 Sole Voting Beneficially Owned By Each 8 Shared Voting 2,156,664 Reporting Person With 9 Sole Dispositive 10 Shared Dispositive 2,156,664 11 Aggregate Amount Beneficially owned 2,156,664 12 Check if Aggregate Amount (11) Excludes Certain Shares 13 Percent of Class Represented by amount in row (11) 2.71 % 14 Type of Reporting Person OO 1 Name of Reporting Person Tamra F. Gould 2 If a member group a) / / c) /X/ 3 SEC Use only 4 Source of Funds PF 5 Check if Disclosure 6 Citizenship U.S.A. Number of Shares 7 Sole Voting 65,500 Beneficially Owned By Each 8 Shared Voting 96,100 Reporting Person With 9 Sole Dispositive 65,500 10 Shared Dispositive 96,100 11 Aggregate Amount Beneficially owned 161,600 12 Check if Aggregate Amount (11) Excludes Certain Shares 13 Percent of Class Represented by amount in row (11) 0.2 % 14 Type of Reporting Person IN 1 Name of Reporting Person First Amended and Restated Declaration of Trust of Tamra F. Gould 2 If a member group a) / / b) /X/ 3 SEC Use only 4 Source of Funds AF 5 Check if Disclosure 6 Citizenship U.S.A. Number of Shares 7 Sole Voting Beneficially Owned By Each 8 Shared Voting 96,100 Reporting Person With 9 Sole Dispositive 10 Shared Dispositive 96,100 11 Aggregate Amount Beneficially owned 96,100 12 Check if Aggregate Amount (11) Excludes Certain Shares 13 Percent of Class Represented by amount in row (11) 0.12 % 14 Type of Reporting Person OO There are no changes to the Schedule 13D, as amended except as set forth in this third amendment. Item 3. Source and Amount of Funds or Other Consideration Howard Amster, in his personal and individual retirement accounts purchased an additional 430,553 common shares with personal funds without borrowing includes PIK shares received. The total consideration for these purchases is $ 3,506,358.39. Howard Amster's total investment on 793,453 shares is $ 11,105,319.01. Howard M Amster Charitable Remainder Unitrust purchased an additional 4,300 common shares with trust assets without borrowing. The total consideration for this purchase was $ 57,790.75. Howard M Amster 2005 Charitable Remainder Unitrust purchased an additional 121,500 common shares with trust assets without borrowing. The total consideration for these purchases is $ 1,618,359.02. Howard M Amster 2005 Charitable Remainder Unitrust's total investment on 91,155 shares is $ 1,206,969.22. Amster Ltd. Partnership purchased an additional 7,000 common shares with partnership funds without borrowing. The total consideration for these purchases is $ 35,996.00 bringing Amster Ltd. Partnership's total investment on 18,100 shares to $ 228,955.57. Amster Trading Company purchased an additional 622,836 common shares with working capital without borrowing includes PIK shares received. The total consideration for these purchases is $ 2,306,581.60. Amster Trading Company's total investment on 1,920,086 shares is $ 25,892,180.22. Amster Trading Company Charitable Remainder Unitrusts purchased an additional 734,500 common shares with trust assets without borrowing. The total consideration for these purchases were $ 5,613,662.48. Amster Trading Company Charitable Remainder Unitrusts's total investment on 2,156,664 shares is $ 28,935,754.43. Tamra F. Gould in her individual retirement account purchased an additional 42,500 common shares with personal funds without borrowing. The total consideration for these purchases is $ 509,140.00 bringing Tamra F Gould in her individual retirement accounts total investment to $ 926,902.47. Gould Trading Company purchased an additional 60,000 common shares with working capital without borrowing. The total consideration for these purchases is $ 441,491.80 bringing Gould Trading Company's total investment to $ 957,405.30. Let's Get Organized purchased an additional 225 common shares with working capital without borrowing. The total consideration for the purchase was $ 3,103.00. Pleasant Lake Apts. Corp. purchased an additional 2,000 common shares with working capital without borrowing. The total consideration for the purchase was $ 27,530.90. Pleasant Lake Apts. Ltd. Partnership purchased an additional 122,200 common shares with partnership funds without borrowing. The total consideration for those purchases were $ 1,214,030.36. Ramat Securities Ltd. purchased an additional 65,800 common shares with working capital without borrowing. The total consideration for those purchases were $ 856,070.00. Tova Financial, Inc. purchased an additional 5,594 common shares with working capital without borrowing. The total consideration for those purchases were $ 45,025.34. Tova Financial, Inc. Charitable Remainder Unitrust purchased an additional 2,850 common shares with trust assets without borrowing. The total consideration for the purchase was $ 14,799.10. David Zlatin, in his individual retirement account purchased an additional 220 common shares with personal funds and without borrowing. The total consideration for the purchase was $ 3,034.50. Gilda Zlatin, in her individual retirement accounts purchased an additional 225 common shares with personal funds and without borrowing. The total consideration for the purchase was $ 3,103.00. Item 4. Purpose of Transaction The following acquired their shares or may deemed to be a group for purposes of investment. Howard Amster Howard M Amster 2005 Charitable Remainder Unitrust Howard Amster and Tamra F Gould Charitable Remainder Unitrust Amster Limited Partnership Amster Trading Company Amster Trading Company Charitable Remainder Unitrusts Tamra F. Gould First Amended and Restated Declaration of Trust of Tamra F. Gould There are no present plans or proposals by this group of record or the beneficial owners as reported in this Schedule 13D amendment which relates to or would result in the following: a. The acquisition by any person of additional securities of the issuer, or the disposition of securities of the issuer provided, however, the reporting persons might acquire additional shares or other securities of the issuer or dispose of some or all of their shares depending upon market conditions and their personal circumstances; Item 5. Interest in Securities of the Issuer The outstanding common shares of the Issuer is 79,630,085 shares as of October 31, 2007 referenced in the 10-Q for period ending September 30, 2007. (a)(b) The aggregate amount owned by this Reporting Group is 5,236,350 shares or 6.57 % of the outstanding shares. Howard Amster in his name and individual retirement accounts owns 793,453 shares or 1.00 % of the common outstanding shares. Howard M Amster 2005 Charitable Remainder Unitrust owns 91,155 shares or 0.11 % of the common outstanding shares. Howard Amster and Tamra F. Gould Charitable Remainder Unitrust owns 95,292 shares or 0.12 % of the common outstanding shares. Amster Ltd. Partnership owns 18,100 common shares or 0.02 % of the common outstanding shares Amster Trading Company owns 1,920,086 shares or 2.41 % of the common outstanding shares. Amster Trading Company Charitable Remainder Unitrusts own 2,156,664 shares or 2.71 % of the common outstanding shares. Tamra F. Gould in her individual retirement account owns 65,500 common shares or 0.08 % of the common outstanding shares. First Amended and Restated Declaration of Trust of Tamra F. Gould owns 96,100 or 0.12 % of the common outstanding shares. c) Description of Transactions Transactions were executed on a listed stock exchange as an open market transaction with Bear, Stearns Securities Corp. as executing broker unless footnoted on the following table for Payment In Kind transfers (PIK), and transfer from Gould Trading to the First Amended Restated Declaration of Tamra F. Gould.
Buys Identity Date Shares Price Howard Amster 02/12/07 19,400 11.8324 and various 02/20/07 8,000 13.7457 Individual 02/22/07 180,000 12.7788 Retirement Accounts 06/27/07 10,808 11.03 PIK 09/07/07 77,100 4.8144 12/20/07 135,245 2.75 PIK Howard M Amster 02/15/07 4,300 13.4225 Charitable Remainder Unitrust Howard M Amster 02/14/07 109,500 13.542 2005 Charitable 02/20/07 7,700 13.7457 Remainder Unitrust 04/03/07 4,300 6.4691 Amster Ltd. 04/04/07 2,000 5.90 Partnership 09/07/07 5,000 4.8144 Amster Trading 04/04/07 13,000 5.90 Company 04/04/07 20,000 5.7849 06/27/07 13,250 11.03 PIK 09/07/07 131,500 4.8144 12/20/07 318,186 2.75 PIK 01/02/08 126,900 3.57 PIK Amster Trading 02/12/07 8,800 11.8324 Company Charitable 02/14/07 34,500 13.542 Remainder Unitrusts 02/15/07 11,700 13.4225 02/20/07 126,500 13.7457 03/27/07 10,000 7.724 03/27/07 30,000 7.4297 03/27/07 30,000 7.5395 03/28/07 60,000 7.7239 03/29/07 4,000 7.60 03/29/07 10,000 7.4772 03/29/07 11,000 7.5282 03/30/07 20,000 6.9644 03/30/07 25,000 7.0231 03/30/07 25,000 7.0552 04/03/07 10,700 6.4691 04/03/07 8,600 6.8145 08/06/07 53,900 4.7327 09/10/07 146,500 4.5533 09/11/07 8,300 4.5892 10/01/07 100,000 3.7832 Tamra F. Gould 02/09/07 20,000 12.0264 Individual 02/12/07 22,500 11.9308 Retirement Account First Amended and 01/02/08 92,000 Received from Restated Declaration or Gould Trading Co Trust of Tamra F. Gould Gould Trading Co 03/01/07 20,000 8.5766 03/05/07 26,500 6.8438 03/05/07 13,500 6.4726 Let's Get Organized 02/16/07 225 13.66 Pleasant Lake 02/20/07 2,000 13.7457 Apts. Ltd. Corp. Pleasant Lake 02/20/07 60,800 13.7457 Apts. Ltd. 04/03/07 11,400 6.8145 Partnership 04/04/07 25,000 6.0078 04/04/07 25,000 5.942 Ramat Securities 02/13/07 39,700 12.70596 Ltd. 02/14/07 26,100 13.47291 Tova Financial Inc. 02/15/07 2,100 13.59 09/07/07 3,494 4.693 Tova Financial, Inc. 02/16/07 150 13.66 Charitable Remainder 09/07/07 2,700 4.693 Unitrust David Zlatin 02/16/07 220 13.66 in his individual retirement accounts Gilda Zlatin 02/16/07 225 13.66 in her individual retirement accounts Sells Identity Date Shares Price Howard Amster 07/16/07 65,000 10.4982 and various 07/17/07 30,400 10.601 Individual 07/17/07 11,000 11.2287 Retirement Accounts 07/19/07 14,100 10.6518 12/07/07 68,700 2.6436 12/10/07 125,700 2.7701 12/11/07 30,000 3.067 12/13/07 5,500 3.06 12/27/07 75,000 3.9739 12/28/07 80,000 3.9355 01/02/08 61,000 3.6397 01/03/08 8,000 3.6149 01/17/08 150,000 3.5595 02/04/08 50,000 3.3505 02/05/08 685,700 3.2999 02/06/07 461,700 3.3476 02/07/08 50,050 3.304 Howard M Amster 02/07/08 7,700 3.0304 Charitable Remainder Unitrust Howard M Amster 12/20/07 135,245 2.75 PIK 2005 Charitable Remainder Unitrust Howard Amster 06/27/07 10,808 11.03 PIK and Tamra F. Gould Charitable Remainder Unitrust Amster Trading 06/14/07 10,000 12.495 Company 07/12/07 80,000 10.4786 07/13/07 107,651 10.5052 10/24/07 152,499 3.1584 Amster Trading 06/27/07 13,250 11.03 PIK Company Charitable 12/20/07 318,186 2.75 PIK Remainder Unitrusts 01/02/08 126,900 3.57 PIK Gould Trading Co. 01/02/08 92,000 Transferred to First Amended and Restated Declaration of Trust of Tamra F. Gould Samuel J Heller 05/31/07 9,400 13.1064 Irrevocable Trust Let's Get Organized 12/04/07 475 2.2339 newAx, Inc. 06/04/07 12,800 13.0512 Pleasant Lake 02/07/08 5,450 3.0304 Apts. Corp. Pleasant Lake 12/03/07 4,200 2.35 Apts. Ltd. 12/04/07 223,500 2.2339 Partnership 12/05/07 104,000 2.2211 12/06/07 135,900 2.523 Ramat Securities 02/28/07 41,600 9.6927 Ltd. 02/28/07 20,000 9.8235 03/27/07 70,400 7.51492 03/28/07 60,000 7.60543 03/29/07 25,000 7.47264 03/30/07 70,000 6.95984 04/03/07 35,000 6.22725 04/04/07 85,000 5.90815 07/02/07 83,000 11.089 07/11/07 1,000 10.75 07/11/07 101,000 10.71223 Tova Financial, Inc. 07/02/07 7,500 11.089 12/04/07 5,994 2.2339 Tova Financial, Inc. 07/02/07 7,500 11.089 Charitable Remainder 12/04/07 9,000 2.2339 Unitrust ZAK Group LLC 01/03/08 4,000 3.50 02/07/08 3,900 3.0304 David Zlatin 12/04/07 3,661 2.2339 in his individual retirement accounts David Zlatin and 12/04/07 2,000 2.2339 Gilda Zlatin JTWROS Gilda Zlatin 12/04/07 1,130 2.2339 in her individual retirement accounts
The following are no longer members of this filing group and disclaim ownership, shared voting, dispositive, pecuniary interest in Fremont General Corporation common shares. Howard M Amster Charitable Remainder Unitrust Gould Trading Company Samuel J Heller Samuel J Heller Irrevocable Trust Let's Get Organized, Inc. newAx, Inc. Pleasant Lake Apts. Corp. Pleasant Lake Apts. Ltd. Partnership Ramat Securities Ltd. Tova Financial, Inc. Tova Financial, Inc. Charitable Remainder Unitrust ZAK Group, Ltd. David Zlatin David Zlatin and Gilda Zlatin as JTWROS Gilda Zlatin Signature After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct. Date: February 8, 2008 /s/ Howard Amster /s/ Howard M Amster 2005 Charitable Remainder Unitrust By: Howard Amster Title: Trustee /s/ Howard Amster & Tamra F. Gould Charitable Remainder Unitrust By: Howard Amster Title: Trustee /s/ Amster Limited Partnership By: Howard Amster Title: General Partner /s/ Amster Trading Company By: Howard Amster Title: President /s/ Amster Trading Company Charitable Remainder Unitrusts By: Howard Amster Title: Trustee /s/ Tamra F. Gould /s/ First Amended and Restated Declaration Of Trust of Tamra F. Gould By: Tamra F. Gould Title: Trustee -----END PRIVACY-ENHANCED MESSAGE-----