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