- John C. Loring, Barney R. Northcote, Richard A. Sanchez, Mark E. Schaffer
and Robert J. Shackleton appointed as directors of Fremont General
Corporation -
- Thomas W. Hayes, Robert F. Lewis, Russell K. Mayerfeld, Dickinson C. Ross
and James A. McIntyre resign as directors of Fremont General Corporation -
- Combined 2007 and 2008 Annual Meeting of Shareholders will be held on
April 16, 2008 -
SANTA MONICA, Calif., Jan. 9 /PRNewswire-FirstCall/ -- Fremont General
Corporation (the "Company") (NYSE: FMT), doing business primarily through
its wholly-owned bank subsidiary, Fremont Investment & Loan ("FIL"),
announced today the appointments of five new members to the Company's Board
of Directors (the "Board"), effective January 8, 2008.
The new appointees, John C. Loring, Barney R. Northcote, Richard A.
Sanchez, Mark E. Schaffer and Robert J. Shackleton (the "New Directors")
will be replacing outgoing directors Thomas W. Hayes, Robert F. Lewis,
Russell K. Mayerfeld, Dickinson C. Ross and James A. McIntyre (the
"Resigning Directors") on the Board of the Company. Subject to the approval
of FIL's banking regulators, it is intended that the New Directors will
also be appointed as directors of FIL.
The new appointments will result in a majority of independent directors
on the Board of the Company, which now consists of the following members:
Stephen H. Gordon Chairman and Chief Executive Officer
David S. DePillo Vice-Chairman and President
Richard A. Sanchez Director, Executive Vice President
and Chief Administrative Officer
John C. Loring Independent Non-Executive Director
Barney R. Northcote Independent Non-Executive Director
Mark E. Schaffer Independent Non-Executive Director
Robert J. Shackleton Independent Non-Executive Director
Stephen H. Gordon, Chairman and Chief Executive Officer commented, "We
are extremely pleased to have appointed these highly talented individuals
who collectively bring decades of experience having served on boards of
regulated financial institutions. We are confident that the newly comprised
Board will provide exceptional guidance to the management team as we pursue
strategies intended to lead to a successful turnaround of the Company and
FIL." Mr. Gordon added, "The appointment of the New Directors is a
significant step consistent with the Company's commitment to protecting and
serving all of the Company's constituents and interests, as we endeavor to
enhance shareholder value."
A majority of the Board consists of outside, independent directors
having no employment relationship with the Company. This structure is
intended to ensure that the Board is completely impartial in meeting its
obligations to guide, review and evaluate the Company's business and
operations on an arm's length basis and to better serve all shareholders.
Background of New Board of Directors
A biography of each of the New Directors is included below.
John C. Loring
Mr. Loring (63) has served as Chairman and President of newAX, Inc., an
investment company, since 2005. Prior to this position, he worked as an
attorney between 1971 and 2006, principally representing institutional
holders of debentures issued by troubled public companies. In addition,
during the period 1991 through 2005, Mr. Loring served as Chairman of
Astrex, Inc., an entity that distributed electronic components. He served
as Vice Chairman of the Board of GalVest, Inc., an oil and gas producer,
from 1988 to 1994. Mr. Loring served as a director for Geauga Savings Bank
between 1989 and 2007, Weatherford International, Inc., an oil and gas well
service company, from 1992 to 1994, American Savings and Loan from 1992 to
1993, Guardian Bancorp, Inc. from 1995 to 1996, and Fleet Aerospace, Inc.,
a manufacturer of aerospace components from 1995 to 1996. From 2003 to
2007, Mr. Loring was a Managing Member of Plan Vest LLC, an entity that
engaged in real estate transactions. Mr. Loring holds a J.D. from the
University of Wisconsin.
Barney R. Northcote
Mr. Northcote (66) served as a director of Commercial Capital Bancorp,
Inc. ("CCBI") between August 2002 and October 2006, and he served as a
director of Commercial Capital Bank ("CCB") between 1987 and October 2006.
Mr. Northcote was a founding shareholder of CCB when it was known as
Mission Savings and Loan Association ("Mission"). Mr. Northcote was
Chairman of the Nominating Committee and served as a member of the Audit
Committee, Directors Loan Committee and the Compensation Committee of CCBI.
Prior to founding Mission in 1985, Mr. Northcote was a founding shareholder
and director of Riverside Thrift and Loan from 1976 until the institution
was sold in 1986. In 1965, Mr. Northcote formed Northcote, Inc., a trucking
and building materials company.
Richard A. Sanchez
Mr. Sanchez (51) has served as Executive Vice President and Chief
Administrative Officer of the Company since November 2007 and as the
Executive Vice President and Chief Administrative Officer of FIL since
December 2007. Prior to his positions with the Company and FIL, Mr. Sanchez
served as both a bank executive and banking regulator. From 2002 through
2006, he served as Executive Vice President, Chief Administrative Officer
and Corporate Secretary for CCBI and CCB and was a director of both for the
one-year period preceding CCBI's sale to Washington Mutual, Inc. Mr.
Sanchez was responsible for corporate risk management and government
relations, as well as policy development and review. From 1993 to 2002, Mr.
Sanchez was Deputy Regional Director for the Western regional office of the
Office of Thrift Supervision ("OTS"). In this capacity, Mr. Sanchez planned
and directed the examination and supervision of 85 insured financial
institutions with total assets over $300 billion. Mr. Sanchez was the
recipient of Treasury Secretary Awards in 1994 and 1996 in connection with
the resolution of troubled thrifts at no cost to the Resolution Trust
Corporation or SAIF insurance fund. Mr. Sanchez supervised six assistant
directors and a staff of approximately 100 professionals located in San
Francisco, Seattle and Southern California. Mr. Sanchez spent the ten
previous years at the OTS or its predecessor agency in various capacities,
which included assistant director with supervisory responsibilities for
both problem institutions and large institution groups.
Mark E. Schaffer
Mr. Schaffer (66) has served as a managing director of Shamrock Capital
Advisors, Inc.'s Real Estate Group and its Genesis Fund since February
2004. Shamrock Capital Advisors, Inc. is the investment advisor affiliate
of Shamrock Holding, Inc., the investment vehicle for the Roy E. Disney
family. Mr. Schaffer also served as a director of CCB from March 2003 until
October 2006 and served as a director of CCBI from February 2004 until
October 2006. Mr. Schaffer was Chairman of the Directors Legal Committee
and served as a member of the Audit Committee and Directors Loan Committee
of CCBI. From July 1999 until February 2004, Mr. Schaffer worked as a
management consultant for a private real estate company. He has previously
served as president of Lowe Enterprises Realty Services, where he
administered an $800 million portfolio of commercial, industrial, and
residential assets. Mr. Schaffer started his career with Tuttle & Taylor, a
Los Angeles based law firm specializing in real estate and corporate law,
where he became the managing partner of the firm. Mr. Schaffer holds a J.D.
from the University of Southern California.
Robert J. Shackleton
Mr. Shackleton (71) served as a director of CCBI between February 2001
and October 2006, and served as a director of CCB between January 2000 and
October 2006. Mr. Shackleton was Chairman of the Audit Committee and served
as a member of the Compensation Committee of CCBI. From 1961 to 1997, Mr.
Shackleton was an accountant with KPMG LLP, an accounting firm, where he
attained the position of partner-in-charge of the Orange County audit and
professional practice department and Securities and Exchange Commission
("SEC") reviewing partner. Mr. Shackleton served as president of the
California State Board of Accountancy in 1996 and 1997.
2007 and 2008 Combined Annual Meeting of Shareholders
Previously, the Company announced that it expected to hold its 2007
Annual Meeting of Shareholders in January 2008 upon the identification of
new director nominees. The Company announced today that the New Directors
have set a combined 2007 and 2008 Annual Meeting of Shareholders (the
"2007/2008 Annual Meeting") on April 16, 2008, at a time and place to be
announced in the Company's notice of annual meeting and proxy statement.
Shareholders of record at the close of business on March 5, 2008 (the
record date established by the Board) will be entitled to vote at the
combined 2007/2008 Annual Meeting or any adjournment thereof.
Shareholders are entitled to present proposals for action at future
meetings if they comply with our bylaws and the requirements of the proxy
rules promulgated by the SEC. To be eligible for inclusion in our proxy
statement that will be sent to shareholders in connection with the
2007/2008 Annual Meeting, a shareholder proposal must be received at our
principal executive offices, 2425 Olympic Boulevard, 3rd Floor, Santa
Monica, California 90404, Attention: Brigitte M. Dewez, Corporate
Secretary, no later than the 10th calendar day after the day on which the
notice of meeting is mailed to shareholders or public disclosure of the
date of the annual meeting is made, whichever is first. The foregoing time
limit also applies in determining whether notice is timely for purposes of
rules adopted by the SEC relating to the discretionary voting authority
with respect to proxies.
About Fremont General
Fremont General Corporation is a financial services holding company
with $8.8 billion in total assets, at September 30, 2007. The Company is
engaged in deposit gathering through a retail branch network in Central and
Southern California and residential real estate mortgage servicing through
its wholly-owned subsidiary, Fremont Investment & Loan. FIL funds its
operations primarily through deposit accounts sourced through its 22 retail
banking branches which are insured up to the maximum legal limit by the
Federal Deposit Insurance Corporation. To find out more about the Company,
or to subscribe to the Company's email alert feature for notification of
Company news and events, please visit http://www.fremontgeneral.com.
Regulatory Filings
The Company's periodic reports as filed with the SEC can be accessed at
http://www.fremontgeneral.com and on the EDGAR section of the SEC's website
at http://www.sec.gov.
Forward-Looking Statements
This news release may contain "forward-looking statements" within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934, and are made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements are based upon current expectations and beliefs
of the Company and its subsidiaries. These statements and the Company's
reported results herein are not guarantees of future performance or results
and there can be no assurance that actual developments and economic
performance will be those anticipated by the Company. Actual developments
and/or results may differ significantly and adversely from historical
results and those anticipated by the Company, as a result of, among other
things, the events, circumstances and risk factors set forth in the
Company's Annual Report on Form 10-K for the fiscal year ended December 31,
2006, Quarterly Reports on Form 10-Q, and its reports on Form 8-K and other
documents filed by the Company with the SEC from time to time. The Company
does not undertake to update or revise forward-looking statements to
reflect the impact of circumstances or events that arise after the date the
forward-looking statements are made, except as required under applicable
securities laws.
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