UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a) AND
AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
GOLDEN STATE BANCORP INC.
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(Name of Issuer)
COMMON STOCK, PAR VALUE $1.00 PER SHARE
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(Title of Class and Securities)
381197 10 2
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(CUSIP Number)
GERALD J. FORD
HUNTER'S GLEN/FORD, LTD.
200 CRESCENT COURT, SUITE 1350
DALLAS, TEXAS 75201
(214) 871-5131
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
DECEMBER 17, 1999
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a Statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following [ ]
Note: Six copies of this Statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
CUSIP No. 381197 10 2
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1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
FORD DIAMOND CORPORATION
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) (X)
(b) ( )
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
00
-------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) ( )
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
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7. SOLE VOTING POWER
NUMBER OF - 0 -
SHARES -------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 16,763,782
EACH -------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON - 0 -
WITH -------------------------------------
10. SHARED DISPOSITIVE POWER
16,763,782
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,763,782
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES ( )
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
13.71%
-------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
CO
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CUSIP No. 381197 10 2
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1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
HUNTER'S GLEN/FORD, LTD.
-------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) (X)
(b) ( )
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
00
-------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) ( )
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
TEXAS
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7. SOLE VOTING POWER
NUMBER OF - 0 -
SHARES -------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 16,763,782
EACH -------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON - 0 -
WITH -------------------------------------
10. SHARED DISPOSITIVE POWER
16,763,782
-------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,763,782
-------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES ( )
-------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
13.71%
-------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
CO
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CUSIP No. 381197 10 2
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1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
GERALD J. FORD
-------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) (X)
(b) ( )
-------------------------------------------------------------------
3. SEC USE ONLY
-------------------------------------------------------------------
4. SOURCE OF FUNDS
00
-------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) ( )
-------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
-------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF - 0 -
SHARES -------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 16,763,782
EACH -------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON - 0 -
WITH -------------------------------------
10. SHARED DISPOSITIVE POWER
16,763,782
-------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,763,782
-------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES ( )
-------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
13.71%
-------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
IN
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- -----------------------------------------------------------------------------
CUSIP No. 381197 10 2 13D
- -----------------------------------------------------------------------------
INTRODUCTION
The Reporting Persons named in Item 2 below were formerly
included in a Statement on Schedule 13D, dated September 11, 1998, as
amended by Amendment No. 1 thereto, dated December 30, 1998, Amendment No.
2 thereto, dated January 21, 1999, Amendment No. 3, dated August 25, 1999
and Amendment No.4, dated December 17, 1999 (collectively, the "Prior
Filings"). The Reporting Persons are filing this Statement on Schedule 13D
in order to: (i) reflect their individual holdings and (ii) report that,
for the convenience of the parties, the Reporting Persons, on the one hand,
and Mafco Holdings Inc. and GSB Investment Corp., on the other hand, have
decided to no longer file a joint Statement on Schedule 13D and will
instead each file separately (as disclosed in Amendment No. 4 of the Prior
Filings).
ITEM 1. SECURITY AND ISSUER.
This Statement on Schedule 13D relates to the shares of common
stock, par value $1.00 per share (the "Common Stock"), of Golden State
Bancorp Inc., a Delaware corporation (the "Company"). The Company has its
principal executive offices at 135 Main Street, San Francisco, California
94105.
ITEM 2. IDENTITY AND BACKGROUND.
This Statement on Schedule 13D is being filed by (a) Gerald J.
Ford, (b) Ford Diamond Corporation, a Texas corporation ("FDC"), and (c)
Hunter's Glen/Ford, Ltd., a Texas limited partnership ("Hunter's Glen,"
and together with FDC and Mr. Ford, the "Reporting Persons").
The name, business address, present principal occupation or
employment and citizenship of each director and executive officer of FDC is
set forth in Schedule I hereto and is incorporated herein by reference.
All of the individuals named on Schedule I are citizens of the United
States of America.
To the knowledge of the Reporting Persons, during the last five
years neither any of the Reporting Persons nor any of the persons listed on
Schedule I hereto (a) has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (b) was a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities
laws or finding any violations with respect to such laws.
The information contained in Item 2 of the Prior Filings is
hereby incorporated into this Schedule 13D by reference.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The method of acquisition of shares of the Common Stock by the
Reporting Persons (including the source and amount of the consideration
used in acquiring such shares, a description of the transaction and the
names of the parties thereto)is as set forth in Item 3 of the Prior Filings
and is hereby incorporated into this Schedule 13D by reference.
ITEM 4. PURPOSE OF TRANSACTION.
The Reporting Persons are filing this Statement on Schedule 13D
to report that, for the convenience of the parties, the Reporting Persons,
on the one hand, and Mafco Holdings Inc. and GSB Investment Corp., on the
other hand, have decided to no longer file a joint Statement on Schedule
13D and will instead each file separately (as disclosed in Amendment No. 4
of the Prior Filings).
The information contained in Item 4 of the Prior Filings is
hereby incorporated into this Schedule 13D by reference.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) - (b) As of December 14, 1999, based upon information provided by
the Company, there were 122,256,883 outstanding shares of Common Stock. Mr.
Ford, FDC and Hunter's Glen may be deemed to share beneficial ownership of
16,763,782 shares of Common Stock, representing 13.71% of the Common Stock
outstanding.
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CUSIP No. 381197 10 2 13D
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(c) There were no transactions with respect to Common Stock by the
Reporting Persons or, to the knowledge of the Reporting Persons, any of the
persons named on Schedule I hereto during the past 60 days.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Except as provided in the Reorganization Agreement and the
Registration Rights Agreement (as described in Item 4 of the Prior Filings
and hereby incorporated into this Schedule 13D by reference), to the
knowledge of the Reporting Persons, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) among the persons
named in Item 2 and Schedule I thereto, or between such persons and any
other person with respect to any securities of the Company, including but
not limited to transfer or voting of any such securities, finder's fees,
joint ventures, loan or option arrangements, put or calls, guarantees of
profits, division of profits or loss, or the giving or withholding of
proxies.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
Exhibit 1 - Schedule 13D, filed by Mafco Holdings Inc., GSB
Investments Corp., Gerald J. Ford, Ford Diamond Corporation, and
Hunter's Glen/Ford, Ltd., dated September 11, 1998.
Exhibit 2 - Amendment No. 1 to Schedule 13D, filed by Mafco Holdings
Inc., GSB Investments Corp., Gerald J. Ford, Ford Diamond Corporation,
and Hunter's Glen/Ford, Ltd., dated December 30, 1998.
Exhibit 3 - Amendment No. 2 to Schedule 13D, filed by Mafco Holdings
Inc., GSB Investments Corp., Gerald J. Ford, Ford Diamond Corporation,
and Hunter's Glen/Ford, Ltd., dated January 21, 1999.
Exhibit 4 - Amendment No. 3 to Schedule 13D, filed by Mafco Holdings
Inc., GSB Investments Corp., Gerald J. Ford, Ford Diamond Corporation,
and Hunter's Glen/Ford, Ltd., dated August 25, 1999.
Exhibit 5 - Amendment No. 4 to Schedule 13D, filed by Mafco Holdings
Inc. and GSB Investments Corp., dated December 17, 1999.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this Statement is true,
complete and correct.
Date: December 17, 1999
FORD DIAMOND CORPORATION
By: /s/ Nancy Foederer
-----------------------------
Name: Nancy Foederer
Title: Vice President
HUNTER'S GLEN/FORD, LTD.
By: Ford Diamond Corporation,
General Partner
By: /s/ Nancy Foederer
-----------------------------
Name: Nancy Foederer
Title: Vice President
GERALD J. FORD
By: /s/ Gerald J. Ford
-----------------------------
Name: Gerald J. Ford
SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS
Ford Diamond Corporation
Set forth below is each director and executive officer of Ford
Diamond Corporation. The principal address of Ford Diamond Corporation and,
unless otherwise indicated below, the current business address for each
individual listed below is 200 Crescent Court, Suite 1350, Dallas, Texas 75201.
Each such person is a citizen of the United States.
<TABLE>
<CAPTION>
Name and Address Position Held with FDC Present Principal Occupation or Employment
- ---------------- ---------------------- ------------------------------------------
<S> <C> <C>
Gerald J. Ford President and Sole Director Chairman & Chief Executive Officer, Golden State
Bancorp Inc. and California Federal Bank
Nancy J. Foederer Vice President and Treasurer Vice President & Treasurer, Diamond A-Ford
Corporation
Charles W. Brown Secretary and Assistant Treasurer Secretary, Diamond A-Ford Corporation
Shirley Booth Assistant Secretary Executive Assistant, California Federal Bank
Robert C. Taylor Assistant Secretary Attorney, Taylor Lohmeyer Corrigan, PC
2911 Turtle Creek Blvd., Suite 1010 Dallas, Texas 75219
</TABLE>
Exhibit 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
GOLDEN STATE BANCORP INC.
- -------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK, PAR VALUE $1.00 PER SHARE
- -------------------------------------------------------------------------------
(Title of Class of Securities)
381197 10 2
- -------------------------------------------------------------------------------
(CUSIP Number)
Barry F. Schwartz, Esq. Gerald J. Ford
MacAndrews & Forbes Holdings Inc. Hunter's Glen/Ford, Ltd.
35 East 62nd Street 200 Crescent Court, Suite 1350
New York, New York 10021 Dallas, Texas 75201
(212) 572-8600 (214) 871-5131
- -------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 11, 1998
- -------------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this Schedule 13D,
and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box [ ]
NOTE: Six copies of this statement, including all exhibits, should
be filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
(Continued on following pages)
(Page 1 of 13)
CUSIP No. 381197 10 2 13D
- -------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON.
Mafco Holdings Inc.
- -------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
- -------------------------------------------------------------------------------
3. SEC USE ONLY
- -------------------------------------------------------------------------------
4. SOURCE OF FUNDS
OO
- -------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
[ ]
- -------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- -------------------------------------------------------------------------------
7. SOLE VOTING POWER
-0-
NUMBER OF ----------------------------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 41,067,270*
OWNED BY ----------------------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON ----------------------------------------------------------------
WITH 10. SHARED DISPOSITIVE POWER
41,067,270*
- -------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
41,067,270*
- -------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
[X]
- -------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.7%
- -------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
CO
- -------------------------------------------------------------------------------
- ---------------------
* Mafco Holdings Inc. expressly disclaims any beneficial interest in any
shares of Common Stock beneficially owned by Hunter's Glen/Ford, Ltd.,
Ford Diamond Corporation or Gerald J. Ford.
CUSIP No. 381197 10 2 13D
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON.
First Gibraltar Holdings Inc.
- -------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
- -------------------------------------------------------------------------------
3. SEC USE ONLY
- -------------------------------------------------------------------------------
4. SOURCE OF FUNDS
OO
- -------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
[ ]
- -------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- -------------------------------------------------------------------------------
7. SOLE VOTING POWER
-0-
NUMBER OF ----------------------------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 41,067,270*
OWNED BY ----------------------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON ----------------------------------------------------------------
WITH 10. SHARED DISPOSITIVE POWER
41,067,270*
- -------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
41,067,270*
- -------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
[X]
- -------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.7%
- -------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
CO
- -------------------------------------------------------------------------------
- ---------------
* First Gibraltar Holdings Inc. expressly disclaims any beneficial
interest in any shares of Common Stock beneficially owned by Hunter's
Glen/Ford, Ltd., Ford Diamond Corporation or Gerald J. Ford.
CUSIP No. 381197 10 2 13D
- -------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON.
Gerald J. Ford
- -------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)[X]
(b)[ ]
- -------------------------------------------------------------------------------
3. SEC USE ONLY
- -------------------------------------------------------------------------------
4. SOURCE OF FUNDS
OO
- -------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
[ ]
- -------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- -------------------------------------------------------------------------------
7. SOLE VOTING POWER
-0-
NUMBER OF ----------------------------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 15,655,718*
OWNED BY ----------------------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON ----------------------------------------------------------------
WITH 10. SHARED DISPOSITIVE POWER
15,655,718*
- -------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
15,655,718*
- -------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
[X]
- -------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.2%
- -------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
IN
- -------------------------------------------------------------------------------
- ---------------
* Mr. Ford expressly disclaims any beneficial interest in any shares of
Common Stock beneficially owned by Mafco Holdings Inc. or First
Gibraltar Holdings Inc.
CUSIP No. 381197 10 2 13D
- -------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON.
Ford Diamond Corporation
- -------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
- -------------------------------------------------------------------------------
3. SEC USE ONLY
- -------------------------------------------------------------------------------
4. SOURCE OF FUNDS
OO
- -------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
[ ]
- -------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
- -------------------------------------------------------------------------------
7. SOLE VOTING POWER
-0-
NUMBER OF ----------------------------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 15,655,718*
OWNED BY ----------------------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON ----------------------------------------------------------------
WITH 10. SHARED DISPOSITIVE POWER
15,655,718*
- -------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
15,655,718*
- -------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
[X]
- -------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.2%
- -------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
CO
- -------------------------------------------------------------------------------
- ---------------
* Ford Diamond Corporation expressly disclaims any beneficial interest
in any shares of Common Stock beneficially owned by Mafco Holdings
Inc. or First Gibraltar Holdings Inc.
CUSIP No. 381197 10 2 13D
- -------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON.
Hunter's Glen/Ford, Ltd.
- -------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
- -------------------------------------------------------------------------------
3. SEC USE ONLY
- -------------------------------------------------------------------------------
4. SOURCE OF FUNDS
OO
- -------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
[ ]
- -------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
- -------------------------------------------------------------------------------
7. SOLE VOTING POWER
-0-
NUMBER OF ----------------------------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 15,655,718*
OWNED BY ----------------------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON ----------------------------------------------------------------
WITH 10. SHARED DISPOSITIVE POWER
15,655,718*
- -------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
15,655,718*
- -------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
[X]
- -------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.2%
- -------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
OO
- -------------------------------------------------------------------------------
- ---------------
* Hunter's Glen/Ford, Ltd. expressly disclaims any beneficial interest
in any shares of Common Stock beneficially owned by Mafco Holdings
Inc. or First Gibraltar Holdings Inc.
ITEM 1. SECURITY AND ISSUER.
This statement relates to the shares of common stock, par value
$1.00 per share (the "Common Stock"), of Golden State Bancorp Inc., a
Delaware corporation (the "Company"). The Company has its principal
executive offices at 135 Main Street, San Francisco, California 94105.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is being filed by (a) Mafco Holdings Inc., a
Delaware corporation ("Mafco Holdings"), (b) First Gibraltar Holdings Inc.,
a Delaware corporation and an indirect wholly owned subsidiary of Mafco
Holdings ("FGH"), (c) Gerald J. Ford, (d) Ford Diamond Corporation, a Texas
corporation ("FDC"), and (e) Hunter's Glen/Ford, Ltd., a Texas limited
partnership ("Hunter's Glen," and together with Mafco Holdings, FGH, FDC
and Mr. Ford, the "Reporting Persons").
Mafco Holdings is a diversified holding company with interests in
several industries. Through its 83% ownership of Revlon, Inc., Mafco
Holdings is engaged in the cosmetics and skin care, fragrance and personal
care products business. Mafco Holdings also owns 72% of Panavision Inc., a
supplier of film camera systems to the motion picture and television
industries, 29.9% of Sunbeam Corporation (assuming exercise of warrants to
purchase 23,000,000 shares of Sunbeam common stock), and 65% of Meridian
Sports Incorporated, a manufacturer and marketer of ski boats. Mafco
Holdings, through its 64% beneficial ownership of Consolidated Cigar
Holdings Inc., is engaged in the manufacture and distribution of cigars and
pipe tobacco. Mafco Holdings also owns 39% of M&F Worldwide Corp. (assuming
conversion of certain preferred stock) which is in the business of
processing licorice and other flavors. The principal executive offices of
Mafco Holdings are located at 35 East 62nd Street, NewYork, New York 10021.
All of the capital stock of Mafco Holdings is owned by Ronald O. Perelman.
Effective September 11, 1998, Mr. Perelman became a director of the
Company.
FGH is a holding company whose only significant asset is the
Common Stock it holds. The principal executive offices of FGH are located
at 35 East 62nd Street, New York, New York 10021. All of the capital stock
of FGH is beneficially owned indirectly by Mafco Holdings.
Mr. Ford's principal occupation is Chairman of the Board and Chief
Executive Officer of the Company and of California Federal Bank, A Federal
Savings Bank ("Cal Fed"), an indirect wholly owned subsidiary of the
Company. The principal business address of Mr. Ford is 200 Crescent Court,
Suite 1350, Dallas, Texas 75201. Mr. Ford is a United States citizen.
FDC is a Texas corporation having its principal executive office
at 200 Crescent Court, Suite 1350, Dallas, Texas 75201. Mr. Ford owns all
of the capital stock of FDC and is its sole director. FDC serves as a
general partner of Hunter's Glen and of other Ford family partnerships.
Hunter's Glen is a Texas limited partnership having its principal
executive office at 200 Crescent Court, Suite 1350, Dallas, Texas 75201.
Hunter's Glen was organized for estate planning purposes and owns
15,655,718 of the shares of Common Stock reported herein. Mr. Ford and FDC
are the two general partners of Hunter's Glen. The sole limited partner of
Hunter's Glen is a trust established for the benefit of Mr. Ford's
children.
The name, business address, present principal occupation or
employment and citizenship of each director and executive officer of Mafco
Holdings, FGH and FDC is set forth in Schedule I hereto and is incorporated
herein by reference. All of the individuals named on Schedule I are
citizens of the United States of America.
To the knowledge of the Reporting Persons, during the last five
years neither any of the Reporting Persons nor any of the persons listed on
Schedule I hereto has been (a) convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (b) was a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities
laws or finding any violations with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
As more fully described in Item 4 below, pursuant to the terms of
the Reorganization Agreement (as defined below), FGH and Hunter's Glen
received, upon consummation of the Mergers (as defined below), 41,067,270
and 15,655,718 shares, respectively, of Common Stock in consideration for
all of their respective ownership interests in First Nationwide (Parent)
Holdings Inc. and First Nationwide Holdings Inc. In addition, as more fully
described in Item 4 below, pursuant to the Reorganization Agreement, FGH
and Hunter's Glen will be entitled to receive additional shares of Common
Stock as contingent consideration in the Mergers under certain
circumstances.
ITEM 4. PURPOSE OF TRANSACTION.
Merger Transactions
On February 4, 1998, FGH, Hunter's Glen, First Nationwide (Parent)
Holdings Inc., a Delaware corporation and formerly a wholly owned
subsidiary of FGH ("Parent Holdings"), First Nationwide Holdings Inc., a
Delaware corporation that formerly was 80% owned by Parent Holdings
and 20% owned by Hunter's Glen ("FNH"), the Company, and Golden State
Financial Corporation, a Delaware corporation and a wholly owned subsidiary
of the Company ("GSF"), entered into an Agreement and Plan of
Reorganization (as amended, the "Reorganization Agreement"). Pursuant to
the Reorganization Agreement, Parent Holdings merged with and into the
Company and FNH merged with and into GSF (such transactions being referred
to herein as the "Mergers"). Following the consummation of the Mergers,
Glendale Federal Bank, Federal Savings Bank, a subsidiary of GSF ("Glendale
Federal") merged with and into Cal Fed, with Cal Fed continuing as an
indirect, wholly owned subsidiary of the Company.
Pursuant to the terms of the Reorganization Agreement, FGH and
Hunter's Glen received upon consummation of the Mergers, in consideration
for all of their respective ownership interests in Parent Holdings and FNH,
41,067,270 and 15,655,718 shares, respectively, of Common Stock. In
addition, the Reorganization Agreement provides that FGH and Hunter's Glen
will be entitled to receive contingent merger consideration, through the
issuance by the Company of additional shares of Common Stock to FGH and
Hunter's Glen (the "Contingent Shares") following consummation of the
Mergers, based on (a) the use by the Company of certain potential tax
benefits resulting from certain net operating loss carryforwards of Parent
Holdings, FNH and Cal Fed and the realization of certain other potential
tax assets and liabilities of the Company and Parent Holdings, and (b) Cal
Fed's net after-tax recovery in certain specified litigation, including a
percentage of the net after-tax recovery in Cal Fed's goodwill litigation
against the United States (the "Cal Fed Goodwill Litigation"), following
payment by Cal Fed of all amounts due to the holders of its contingent
litigation recovery participation interests ("CALGZs") and its secondary
contingent litigation recovery participation interests ("CALGLs") and the
retention by the Company of certain amounts of such recovery as provided in
the Reorganization Agreement. The Reorganization Agreement provides
generally that the amount of the net after-tax recovery, if any, resulting
from the Cal Fed Goodwill Litigation to be excluded for purposes of
calculating the number of Contingent Shares issuable in respect thereof
will be based on the dollar amount of the 15% of the net after-tax recovery
in Glendale Federal's goodwill lawsuit against the United States (the
"Glendale Goodwill Litigation") to be excluded in calculating the aggregate
number of shares of Common Stock underlying Golden State's Litigation
Tracking Warrants, adjusted to reflect the pro forma ownership interest of
FGH and Hunter's Glen in the combined company at the time of consummation
of the Mergers. The Litigation Tracking Warrants, which were distributed by
the Company to its stockholders on May 29, 1998, represent in the aggregate
the right to receive upon exercise thereof Common Stock having an aggregate
market value equal to 85% of the net after-tax recovery, if any, in the
Glendale Goodwill Litigation. If any Contingent Shares become issuable
pursuant to the terms of the Reorganization Agreement as described above,
FGH will receive 80% of such Contingent Shares and Hunter's Glen will
receive 20% of such Contingent Shares.
The number of Contingent Shares to be issued to FGH and Hunter's
Glen pursuant to the Reorganization Agreement cannot be determined at the
present time as such number depends upon factors that are not subject to
determination at this time. These factors include, among other things, the
net value to the combined company of certain contingent assets and
liabilities of the Company and Parent Holdings (including potential
recoveries in the Glendale Goodwill Litigation, the Cal Fed Goodwill
Litigation and certain other litigation, potential tax benefits resulting
from certain net operating loss carry forwards of the consolidated group of
which Parent Holdings formerly was a member and other contingent tax assets
and liabilities of the Company and Parent Holdings) and the market price of
the Common Stock at the time that any issuance of Contingent Shares would
be required under the Reorganization Agreement. Board of Directors and
Management of the Company.
Upon consummation of the Mergers, the board of directors of the
Company was increased in size from 12 to 15 directors, with five of the 15
directors being designated by the Company from among its 12 directors
serving prior to the Mergers and the other ten directors being designated
by Parent Holdings, including Mr. Perelman and Howard Gittis, a Vice
Chairman and director of Mafco Holdings and FGH. Upon consummation of the
Mergers, Mr. Ford was appointed Chairman of the Board and Chief Executive
Officer of the Company, and Carl B. Webb, President and Chief Operating
Officer of Cal Fed, was appointed as a director and as President and Chief
Operating Officer of the Company.
The Reorganization Agreement and Amendment No. 1 thereto are
attached hereto as Exhibit 2.1 and Exhibit 2.2 and are incorporated herein
by reference in their entirety. The foregoing summary of the Reorganization
Agreement does not purport to be complete and is qualified in its entirety
by reference to such exhibits.
Registration Rights Agreement
In connection with the closing of the Mergers, FGH and Hunter's
Glen entered into a registration rights agreement (the "Registration Rights
Agreement") with the Company. The Registration Rights Agreement provides
each of FGH and Hunter's Glen with "demand rights" pursuant to which the
Company will, at the request of either FGH or Hunter's Glen, file a
registration statement under the Securities Act of 1933, as amended,
covering the resale of shares of Common Stock issued to FGH and/or Hunter's
Glen pursuant to the Reorganization Agreement. Additionally, pursuant to
the Registration Rights Agreement, if the Company proposes to register any
common equity securities for sale pursuant to an underwritten offering, FGH
and Hunter's Glen will be entitled to include in such registration
statement such number of shares of Common Stock as FGH and Hunter's Glen
desire to sell, subject to certain limitations. The Registration Rights
Agreement contains other customary covenants by the Company, FGH and
Hunter's Glen and customary indemnification, resale restrictions and other
provisions, and the Company is obligated to pay all registration expenses
incurred in connection with the transactions contemplated by the
Registration Rights Agreement. The foregoing description of the
Registration Rights Agreement is qualified in its entirety by reference to
the full text of such agreement, which is attached hereto as Exhibit 10.1
and is incorporated herein by reference.
Other Matters
Except as described above, neither the Reporting Persons nor, to
the knowledge of the Reporting Persons, any of the persons named in
Schedule I hereto have any plans or proposals which relate to or would
result in any of the actions or transactions specified in clauses (a)
through (j) of Item 4 of Schedule 13D.
The Reporting Persons acquired and continue to hold the shares of
Common Stock reported herein for investment purposes. In this connection,
the Reporting Persons expect to evaluate on an ongoing basis their
investment in the Company, and may from time to time acquire shares of
Common Stock, dispose of shares of Comon Stock or formulate other purposes,
plans or proposals regarding the Company or the Common Stock held by the
Reporting Persons to the extent deemed advisable in light of general
investment policies, market conditions and other factors. Any such
acquisitions or dispositions may be made, subject to applicable law, in
open market or privately negotiated transactions or otherwise.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a)-(b) As of September 11, 1998, based on information provided by
the Company, there were 118,495,364 shares of Common Stock outstanding, of
which as a result of the consummation of the Mergers as described in Item
4, Mafco Holdings and FGH may be deemed to share beneficial ownership of
41,067,270 shares of Common Stock, representing 34.7% of the Common Stock
then outstanding, and Mr. Ford, FDC and Hunter's Glen may be deemed to
share beneficial ownership of 15,655,718 shares of Common Stock,
representing 13.2% of the Common Stock then outstanding. Upon the
occurrence of certain events discussed in Item 4, the Reporting Persons
have the right to acquire additional shares of Common Stock from the
Company. Mafco Holdings and FGH expressly disclaim any beneficial ownership
of or interest in any shares of Common Stock beneficially owned by Hunter's
Glen, FDC or Mr. Ford. Mr. Ford, FDC and Hunter's Glen expressly disclaim
any beneficial ownership of or interest in any shares of Common Stock
beneficially owned by Mafco Holdings or FGH.
Except as set forth in this Item 5, neither the Reporting Persons
nor, to the knowledge of the Reporting Persons, any of the persons listed
on Schedule I hereto beneficially own any shares of Common Stock.
(c) Other than the transactions described in Item 4 of this
Schedule 13D or set forth in the table below, there were no transactions by
the Reporting Persons or, to the knowledge of the Reporting Persons, any of
the persons named on Schedule I hereto during the past 60 days.
The following table sets forth transactions in shares of Common
Stock effected by any of the persons named in Schedule I hereto during the
past 60
days:
Date Individual Nature of Transaction # Shares Price per Share
- ---- ---------- --------------------- -------- ---------------
9/3/98 I. Engelman purchase through broker 10,000 $17.4375
9/18/98 H. Gittis purchase through broker 10,000 $20.25
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
The 41,067,270 shares of Common Stock received by FGH in the
Mergers, as well as any Contingent Shares received by FGH in the future and
the capital stock of any intermediate holding companies affiliated with
Mafco Holdings, are or may be from time to time pledged to secure certain
obligations.
Except as provided in the Reorganization Agreement and the
Registration Rights Agreement or as set forth herein, to the knowledge of
the Reporting Persons, there are no contracts, arrangements, understandings
or relationships (legal or otherwise) among the persons named in Item 2 or
Schedule I hereto, or between such persons and any other person with
respect to any securities of the Company, including but not limited to
transfer or voting of any such securities, finder's fees, joint ventures,
loan or option arrangements, put or calls, guarantees of profits, division
of profits or loss, or the giving or withholding of proxies.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
Exhibit 2.1 - Agreement and Plan of Reorganization, dated as of
February 4, 1998, by and among Golden State Bancorp
Inc., Golden State Financial Corporation, First
Nationwide (Parent) Holdings Inc., First Nationwide
Holdings Inc., First Gibraltar Holdings Inc., and
Hunter's Glen/Ford, Ltd.
Exhibit 2.2 - Amendment No. 1, dated as July 13, 1998, to the
Agreement and Plan of Reorganization, dated as of
February 4, 1998, by and among Golden State Bancorp
Inc., Golden State Financial Corpo ration, First
Nationwide (Parent) Holdings Inc., First Nationwide
Holdings Inc., First Gibraltar Holdings Inc., and
Hunter's Glen/Ford, Ltd.
Exhibit 10.1 - Registration Rights Agreement, dated as of
September 11, 1998, by and among Golden State Bancorp
Inc., First Gibraltar Holdings Inc. and Hunter's
Glen/Ford, Ltd.
Exhibit 99.1 - Agreement pursuant to Rule 13d-1(f)
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set fort in this statement is true,
complete and correct.
Date: September 21, 1998
MAFCO HOLDINGS INC.
By: /s/ Glenn P. Dickes
-----------------------------------
Name: Glenn P. Dickes
Title: Senior Vice President
FIRST GIBRALTAR HOLDINGS INC.
By: /s/ Glenn P. Dickes
-----------------------------------
Name: Glenn P. Dickes
Title: Vice President
FORD DIAMOND CORPORATION
By: /s/ Gerald J. Ford
-----------------------------------
Name: Gerald J. Ford
Title: President
HUNTER'S GLEN/FORD, LTD.
By: /s/ Gerald J. Ford
-----------------------------------
Name: Gerald J. Ford
Title: General Partner
SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS
Mafco Holdings Inc.
Set forth below is each director and executive officer of Mafco
Holdings Inc. Unless otherwise indicated each person identified below is
principally employed by Mafco Holdings Inc. The principal address of Mafco
Holdings Inc. and the current business address for each individual listed
below is 35 East 62nd Street, New York, New York 10021. Each such person is
a citizen of the United States.
Name and Address Present Principal Occupation or Employment
- ---------------- ------------------------------------------
Ronald O.
Perelman Director and Chairman of the Board
Donald G. Drapkin Director and Vice Chairman
Howard Gittis Director and Vice Chairman
James R. Maher Director and President
Irwin Engelman Executive Vice President and Chief Financial
Officer
Barry F. Schwartz Executive Vice President and General Counsel
DIRECTORS AND EXECUTIVE OFFICERS
First Gibraltar Holdings Inc.
Set forth below is each director and executive officer of First
Gibraltar Holdings Inc. The principal address of First Gibraltar Holdings
Inc. and the current business address for each individual listed below is
35 East 62nd Street, New York, New York 10021. Each such person is a
citizen of the United States.
Name and Address Position Held with FGH
- ---------------- ----------------------
Ronald O. Perelman Chairman of the Board and Chief Executive Officer
Donald G. Drapkin Vice Chairman
Howard Gittis Vice Chairman
Bruce Slovin Vice Chairman
Irwin Engelman Executive Vice President and Chief Financial Officer
Barry F. Schwartz Executive Vice President and General Counsel
DIRECTORS AND EXECUTIVE OFFICERS
Ford Diamond Corporation
Set forth below is each director and executive officer of Ford
Diamond Corporation. The principal address of Ford Diamond Corporation and,
unless otherwise indicated below, the current business address for each
individual listed below is 200 Crescent Court, Suite 1350, Dallas, Texas
75201. Each such person is a citizen of the United States.
<TABLE>
<CAPTION>
Name and Address Position Held with FDC Present Principal Occupation or Employment
- ---------------- ---------------------- ------------------------------------------
<S> <C> <C>
Gerald J. Ford President and Sole Director Chairman & Chief Executive Officer, Golden State
Bancorp Inc. and California Federal Bank
Nancy J. Foederer Vice President and Treasurer Vice President & Treasurer, Diamond A-Ford
Corporation
Charles W. Brown Secretary and Assistant Secretary, Diamond A-Ford Corporation
Treasurer
Shirley Booth Assistant Secretary Executive Assistant, California Federal Bank
Robert C. Taylor Assistant Secretary Attorney, Taylor Lohmeyer Corrigan, PC
2911 Turtle Creek Blvd., Suite 1010
Dallas, Texas 75219
</TABLE>
Exhibit 2
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-
1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
(Amendment No. 1)
GOLDEN STATE BANCORP INC.
- -----------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK, PAR VALUE $1.00 PER SHARE
- -----------------------------------------------------------------------------
(Title of Class of Securities)
381197 10 2
- -----------------------------------------------------------------------------
(CUSIP Number)
Barry F. Schwartz, Esq. Gerald J. Ford
MacAndrews & Forbes Holdings Inc. Hunter's Glen/Ford, Ltd.
35 East 62nd Street 200 Crescent Court, Suite 1350
New York, New York 10021 Dallas, Texas 75201
(212) 572-8600 (214) 871-5131
- -----------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
December 30, 1998
- -----------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box |_|
NOTE: Six copies of this statement, including all exhibits, should
be filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
CUSIP No. 381197 10 2 13D PAGE 2 OF 9 PAGES
- ------------------------------- -----------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON.
Mafco Holdings Inc.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |X|
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS
OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
[ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7. SOLE VOTING POWER
SHARES -0-
BENEFICIALLY
OWNED BY 8. SHARED VOTING POWER
EACH 41,067,270*
REPORTING
PERSON 9. SOLE DISPOSITIVE POWER
WITH -0-
10. SHARED DISPOSITIVE POWER
41,067,270*
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
41,067,270*
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
|X|
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
31.9%
14. TYPE OF REPORTING PERSON
CO
- ----------------------
* Mafco Holdings Inc. expressly disclaims any beneficial interest in any
shares of Common Stock beneficially owned by Hunter's Glen/Ford, Ltd.,
Ford Diamond Corporation or Gerald J. Ford.
CUSIP No. 381197 10 2 13D PAGE 3 OF 9 PAGES
- ------------------------------- -----------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON.
GSB Investments Corp.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |X|
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS
OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
[ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7. SOLE VOTING POWER
SHARES -0-
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 41,067,270*
EACH
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON -0-
WITH 10. SHARED DISPOSITIVE POWER
41,067,270*
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
41,067,270*
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
|X|
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
31.9%
14. TYPE OF REPORTING PERSON
CO
- -----------------------
* GSB Investments Corp. expressly disclaims any beneficial interest in
any shares of Common Stock beneficially owned by Hunter's Glen/Ford,
Ltd., Ford Diamond Corporation or Gerald J. Ford.
CUSIP No. 381197 10 2 13D PAGE 4 OF 9 PAGES
- ------------------------------- -----------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON.
Gerald J. Ford
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |X|
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS
OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
[ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7. SOLE VOTING POWER
SHARES -0-
BENEFICIALLY
OWNED BY 8. SHARED VOTING POWER
EACH 15,655,718*
REPORTING
PERSON 9. SOLE DISPOSITIVE POWER
WITH -0-
10. SHARED DISPOSITIVE POWER
15,655,718*
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
15,655,718*
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
|X|
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.2%
14. TYPE OF REPORTING PERSON
IN
- ---------------------
* Mr. Ford expressly disclaims any beneficial interest in any shares of
Common Stock beneficially owned by Mafco Holdings Inc. or GSB
Investments Corp.
CUSIP No. 381197 10 2 13D PAGE 5 OF 9 PAGES
- ------------------------------- -----------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON.
Ford Diamond Corporation
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |X|
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS
OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
[ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
NUMBER OF 7. SOLE VOTING POWER
SHARES -0-
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 15,655,718*
EACH
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON -0-
WITH 10. SHARED DISPOSITIVE POWER
15,655,718*
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
15,655,718*
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
|X|
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.2%
14. TYPE OF REPORTING PERSON
CO
- ---------------------
* Ford Diamond Corporation expressly disclaims any beneficial interest
in any shares of Common Stock beneficially owned by Mafco Holdings
Inc. or GSB Investments Corp.
CUSIP No. 381197 10 2 13D PAGE 6 OF 9 PAGES
- ------------------------------- -----------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON.
Hunter's Glen/Ford, Ltd.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |X|
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS
OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
[ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
NUMBER OF 7. SOLE VOTING POWER
SHARES -0-
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 15,655,718*
EACH
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON -0-
WITH
10. SHARED DISPOSITIVE POWER
15,655,718*
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
15,655,718*
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
|X|
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.2%
14. TYPE OF REPORTING PERSON
OO
- ----------------------
* Hunter's Glen/Ford, Ltd. expressly disclaims any beneficial interest
in any shares of Common Stock beneficially owned by Mafco Holdings
Inc. or GSB Investments Corp.
CUSIP No. 381197 10 2 13D PAGE 7 OF 9 PAGES
- ------------------------------- -----------------------------
This Amendment No. 1 to the Statement on Schedule 13D amends
the Statement on Schedule 13D filed by (a) Mafco Holdings Inc., a Delaware
corporation ("Mafco Holdings"), (b) First Gibraltar Holdings Inc., a
Delaware corporation and an indirect wholly owned subsidiary of Mafco
Holdings ("FGH"), (c) Gerald J. Ford, (d) Ford Diamond Corporation, a Texas
corporation ("FDC") and (e) Hunter's Glen/Ford, Ltd., a Texas limited
partnership ("Hunter's Glen") on September 21, 1998 (the "Schedule 13D")
with respect to the common stock, par value $1.00 per share (the "Common
Stock"), of Golden State Bancorp Inc., a Delaware corporation (the
"Company"). The principal executive offices of the Company are located at
135 Main Street, San Francisco, California 94105. Capitalized terms used
herein shall have the meanings ascribed to them in the Schedule 13D unless
otherwise defined.
ITEM 2 IDENTITY AND BACKGROUND.
The following is added to the response to Item 2:
Pursuant to an internal reorganization consummated on December
30, 1998, as described in Item 4 below, GSB Investments Corp., a Delaware
corporation and an indirect wholly owned subsidiary of Mafco Holdings
("Investments Corp."), became the record holder of 41,067,270 shares of
Common Stock formerly held of record by FGH.
Investments Corp. is a holding company whose only significant
asset is the Common Stock it holds. The principal executive offices of
Investments Corp. are located at 35 East 62nd Street, New York, New York
10021. All of the capital stock of Investments Corp. is beneficially owned
indirectly by Mafco Holdings.
The name, business address, present principal occupation or
employment and citizenship of each director and executive officer of
Investments Corp. is set forth in Schedule I hereto and is incorporated
herein by reference. All of the individuals named on Schedule I are
citizens of the United States of America.
Since its formation, Investments Corp. has not, and to the
knowledge of Investments Corp., during the last five years none of the
persons listed on Schedule I hereto has (a) been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or (b)
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject
to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities
laws or finding any violations with respect to such laws.
CUSIP No. 381197 10 2 13D PAGE 8 OF 9 PAGES
- ------------------------------- -----------------------------
ITEM 4. PURPOSE OF TRANSACTION.
The following is added to the response to Item 4:
Reorganization Mergers
On December 30, 1998, FGH and two other intermediate holding
companies were merged (the "Reorganization Mergers") with and into
MacAndrews & Forbes Holdings Inc., a Delaware corporation and a direct
wholly owned subsidiary of Mafco Holdings ("MAF Holdings"), and immediately
following the Reorganization Mergers, MAF Holdings contributed all
41,067,270 shares of Common Stock owned by it as a result of the
Reorganization Mergers to its wholly owned subsidiary GSB Guarantor
Corporation, which in turn contributed the shares to its wholly owned
subsidiary Investments Corp. The reorganization did not involve the
issuance of any additional shares of Common Stock to Mafco Holdings or any
of its affiliates and was effected among companies wholly owned and
controlled by Mafco Holdings.
Assignment and Assumption Agreement
In connection with the Reorganization Mergers, MAF Holdings and
Investments Corp. entered into an Assignment and Assumption Agreement (the
"Assignment Agreement") for the purpose of assigning to Investments Corp.
all of MAF Holdings' rights and obligations (as successor to FGH) under the
Reorganization Agreement, including MAF Holdings' rights to receive
Contingent Shares under the circumstances specified in the Reorganization
Agreement, and all of MAF Holdings' rights and obligations (as successor to
FGH) under the Registration Rights Agreement. The Assignment Agreement is
included herewith as Exhibit 2.3 and is incorporated herein by reference in
its entirety.
Other Matters
Except as described above, neither Investments Corp. nor, to
the knowledge of Investments Corp., any of the persons named in Schedule I
hereto have any plans or proposals which relate to or would result in any
of the actions or transactions specified in clauses (a) through (j) of Item
4 of Schedule 13D.
Investments Corp. holds the Common Stock reported herein for
investment purposes. In this connection, Investments Corp. expects to
evaluate on an ongoing basis its investment in the Company, and may from
time to time acquire shares of Common Stock, dispose of shares of Common
Stock or formulate other purposes, plans or proposals regarding the Company
or the Common Stock held by Investments Corp. to the extent deemed
advisable in light of general investment policies, market conditions and
other factors. Any such acquisitions or dispositions may be made, subject
to applicable law, in open market or privately negotiated transactions or
otherwise.
CUSIP No. 381197 10 2 13D PAGE 9 OF 9 PAGES
- ------------------------------- -----------------------------
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
The following is added to the response to Item 5:
(a) - (b) As of October 31, 1998, based on information publicly
filed by the Company, there were 128,655,138 shares of Common Stock
outstanding, of which Mafco Holdings and Investments Corp. may be deemed to
share beneficial ownership of 41,067,270 shares of Common Stock,
representing 31.9% of the Common Stock then outstanding, and Mr. Ford, FDC
and Hunter's Glen may be deemed to share beneficial ownership of 15,655,718
shares of Common Stock, representing 12.2% of the Common Stock then
outstanding. Mafco Holdings and Investments Corp. expressly disclaim any
beneficial ownership of or interest in any shares of Common Stock
beneficially owned by Hunter's Glen, FDC or Mr. Ford. Mr. Ford, FDC and
Hunter's Glen expressly disclaim any beneficial ownership of or interest in
any shares of Common Stock beneficially owned by Mafco Holdings or
Investments Corp.
Except as set forth in this Item 5, neither the Reporting
Persons nor, to the knowledge of the Reporting Persons, any of the persons
listed on Schedule I hereto beneficially own any shares of Common Stock.
(c) Other than the transactions described in Item 4 of this
Schedule 13D, there were no transactions by the Reporting Persons or, to
the knowledge of the Reporting Persons, any of the persons named on
Schedule I hereto during the past 60 days.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
The following items are added as additional exhibits to this Schedule 13D:
Exhibit 2.3 - Assignment and Assumption Agreement, dated as of
December 30, 1998, by and between MacAndrews
& Forbes Holdings Inc. and GSB Investments Corp.
Exhibit 99.1- Agreement pursuant to Rule 13d-1(f)
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set fort in this statement is true,
complete and correct.
Date: December 30, 1998
MAFCO HOLDINGS INC.
By: /s/ Glenn P. Dickes
-----------------------
Name: Glenn P. Dickes
Title: Senior Vice President
GSB INVESTMENTS CORP.
By: /s/ Glenn P. Dickes
--------------------
Name: Glenn P. Dickes
Title: Vice President
FORD DIAMOND CORPORATION
By: /s/ Nancy Foederer
---------------------
Name: Nancy Foederer
Title: Vice President
HUNTER'S GLEN/FORD, LTD.
By: Ford Diamond Corporation,
General Partner
By: /s/ Nancy Foederer
---------------------------
Name: Nancy Foederer
Title: Vice President
SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS
GSB Investments Corp.
Set forth below is each director and executive officer of GSB
Investments Corp. The principal address of GSB Investments Corp. and the
current business address for each individual listed below is 35 East 62nd
Street, New York, New York 10021. Each such person is a citizen of the
United States. Each person identified below is principally employed by
Mafco Holdings Inc. in the capacity set forth below.
Position Held with Position Held with Mafco
Name and Address GSB Investments Corp. Holdings Inc.
- ---------------- --------------------- ------------------------
Ronald O. Perelman Director; Chairman of the Director; Chairman of the
Board and Chief Executive Chief Executive Officer
Officer
Howard Gittis Director; Vice Chairman Director; Vice Chairman
James R. Maher President Director; President
Irwin Engelman Executive Vice President Executive Vice President and
and Chief Financial Officer Chief Financial Officer
Barry F. Schwartz Executive Vice President Executive Vice President
and General Counsel and General Counsel
INDEX OF EXHIBITS
Exhibit No. Description
2.1* Agreement and Plan of Reorganization, dated as
of February 4, 1998, by and among Golden State
Bancorp Inc., Golden State Financial
Corporation, First Nationwide (Parent) Holdings
Inc., First Nationwide Holdings Inc., First
Gibraltar Holdings Inc., and Hunter's
Glen/Ford, Ltd.
2.2* Amendment No. 1, dated as of July 13, 1998, to
the Agreement and Plan of Reorganization, dated
as of February 4, 1998, by and among Golden
State Bancorp Inc., Golden State Financial
Corporation, First Nationwide (Parent) Holdings
Inc., First Nationwide Holdings Inc., First
Gibraltar Holdings Inc., and Hunter's
Glen/Ford, Ltd.
2.3 Assignment and Assumption Agreement, dated as
of December 30, 1998, by and between MacAndrews
& Forbes Holdings Inc. and GSB Investments
Corp.
10.1* Registration Rights Agreement, dated as of
September 11, 1998, by and among Golden State
Bancorp Inc., First Gibraltar Holdings Inc. and
Hunter's Glen/Ford, Ltd.
99.1 Agreement pursuant to Rule 13d-1(f)
- ----------------------
* Previously filed
Exhibit 2.3: Assignment and Assumption Agreement
ASSIGNMENT AND ASSUMPTION
THIS ASSIGNMENT and ASSUMPTION is made effective as of December
30, 1998 between MacAndrews & Forbes Holdings Inc., a Delaware corporation,
as successor by merger to First Gibraltar Holdings Inc., a Delaware
corporation ("Assignor"), and GSB Investments Corp., a Delaware corporation
("Assignee").
WHEREAS, Assignor is party to an Agreement and Plan of
Reorganization dated as of February 4, 1998, as amended by Amendment No. 1
thereto dated as of July 13, 1998 (as so amended, and as it may hereafter
be amended or otherwise modified, the "Reorganization Agreement"), by and
among Golden State Bancorp Inc., a Delaware corporation ("GSB"), Golden
State Financial Corporation, a Delaware corporation ("GSF"), Assignor,
Hunter's Glen/Ford, Ltd., a limited partnership organized under the laws of
the State of Texas ("HGF"), First Nationwide (Parent) Holdings Inc., a
Delaware corporation (of which GSB is the successor by merger) and First
Nationwide Holdings Inc., a Delaware corporation (of which GSF is the
successor by merger);
WHEREAS, Assignor is a party to a Registration Rights Agreement
dated as of September 11, 1998 (as it may hereafter be amended or otherwise
modified, the "Registration Rights Agreement"), among GSB, HGF and
Assignor;
WHEREAS, Assignor desires to assign all of its right, title and
interest to and liabilities and obligations under, the Reorganization
Agreement, and Assignee is willing to accept such assignment (the
"Reorganization Agreement Assignment");
WHEREAS, Assignor desires to assign all of its right, title and
interest to and liabilities and obligations under, the Registration Rights
Agreement, and Assignee is willing to accept such assignment (the
"Registration Rights Agreement Assignment");
WHEREAS, Assignee is an indirect wholly-owned subsidiary of
Assignor;
WHEREAS, each of GSB, GSF and HGF has executed a letter of even
date herewith (the "Letter Agreement") pursuant to which each such entity
acknowledges and consents to the Reorganization Agreement Assignment
effected hereunder; and
WHEREAS, pursuant to the Letter Agreement, each of GSB and HFG
acknowledges and consents to the Registration Rights Agreement Assignment
effected hereunder.
NOW THEREFORE, intending to be legally bound hereby, Assignor
and Assignee hereby agree as follows:
1. Assignment. Effective as of the date hereof, Assignor
hereby assigns all of its right, title and interest to, and liabilities and
obligations under, each of the Reorganization Agreement and the Registration
Rights Agreement to Assignee.
2. Acceptance of Assignment. Assignee hereby accepts each such
assignment and assumes all of Assignor's right, title and interest to, and
liabilities and obligations under, each of the Reorganization Agreement and
the Registration Rights Agreement.
3. Governing Law. This Assignment and Assumption shall be
governed by the laws of the State of New York.
IN WITNESS WHEREOF, the parties have duly executed this Assignment
and Assumption.
MACANDREWS & FORBES HOLDINGS INC.
By: /s/ Glenn P. Dickes
---------------------------------------
Name: Glenn P. Dickes
Title: Senior Vice President and Secretary
GSB INVESTMENTS CORP.
By: /s/ Glenn P. Dickes
---------------------------------------
Name: Glenn P. Dickes
Title: Vice President and Secretary
Exhibit 99.1 Agreement Pursuant to Rule 13d-1(f)
Pursuant to Rule 13d-1(f) of Regulation 13D-G of the General
Rules and Regulations of the Securities and Exchange Commission under the
Securities Exchange Act of 1934, as amended, the undersigned agree that the
statement to which this Exhibit is attached is filed on behalf of each of
them in the capacities set forth below.
Dated: December 30, 1998
MAFCO HOLDINGS INC.
By: /s/ Glenn P. Dickes
------------------------
Name: Glenn P. Dickes
Title: Senior Vice President
GSB INVESTMENTS CORP.
By: /s/ Glenn P. Dickes
------------------------
Name: Glenn P. Dickes
Title: Vice President
FORD DIAMOND CORPORATION
By: /s/ Nancy Foederer
------------------------
Name: Nancy Foederer
Title: Vice President
HUNTER'S GLEN/FORD, LTD.
By: Ford Diamond Corporation,
General Partner
By: /s/ Nancy Foederer
-------------------------
Name: Nancy Foederer
Title: Vice President
[Skadden, Arps, Slate, Meagher & Flom LLP letterhead]
December 30, 1998
VIA ELECTRONIC TRANSMISSION
Securities and Exchange Commission
450 Fifth Street N.W.
Washington, D.C. 20549
Re: Schedule 13D -- Golden State Bancorp Inc.
Ladies and Gentlemen:
On behalf of Mafco Holdings Inc., Gerald J. Ford and certain
entities controlled by them (collectively, the "Filing Parties"), we
transmit herewith for filing, via electronic transmission, pursuant to Rule
13d-1 under the Securities Exchange Act of 1934, as amended, Amendment No.
1 to the Schedule 13D of the Filing Parties with respect to the common
stock of Golden State Bancorp Inc.
If you have any questions or require additional information,
please contact the undersigned at (212) 735-2697.
Very truly yours,
/s/ David C. Ingles
David C. Ingles
cc: Golden State Bancorp Inc.
The New York Stock Exchange
The Pacific Exchange
Exhibit 3
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-
1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
(Amendment No. 2)
GOLDEN STATE BANCORP INC.
-----------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK, PAR VALUE $1.00 PER SHARE
-----------------------------------------------------------------------------
(Title of Class of Securities)
381197 10 2
-----------------------------------------------------------------------------
(CUSIP Number)
Barry F. Schwartz, Esq. Gerald J. Ford
MacAndrews & Forbes Holdings Inc. Hunter's Glen/Ford, Ltd.
35 East 62nd Street 200 Crescent Court, Suite 1350
New York, New York 10021 Dallas, Texas 75201
(212) 572-8600 (214) 871-5131
------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
January 21, 1999
------------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box ( )
NOTE: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
(Continued on following pages)
(Page 1 of 9)
CUSIP No. 381197 10 2 13D Page 2 of 9 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON.
Mafco Holdings Inc.
------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) (X)
(b) ( )
------------------------------------------------------------------------------
3. SEC USE ONLY
------------------------------------------------------------------------------
4. SOURCE OF FUNDS
OO
------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
( )
------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
------------------------------------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER
SHARES -0-
BENEFICIALLY -------------------------------------------------------
OWNED BY 8. SHARED VOTING POWER
EACH 45,499,525*
REPORTING -------------------------------------------------------
PERSON 9. SOLE DISPOSITIVE POWER
WITH -0-
-------------------------------------------------------
10. SHARED DISPOSITIVE POWER
45,499,525*
------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
45,499,525*
------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
(X)
------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33.9%
------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
CO
------------------------------------------------------------------------------
----------------------
* Mafco Holdings Inc. expressly disclaims any beneficial inter-
est in any shares of Common Stock beneficially owned by
Hunter's Glen/Ford, Ltd., Ford Diamond Corporation or Gerald
J. Ford.
CUSIP No. 381197 10 2 13D Page 3 of 9 Pages
------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON.
GSB Investments Corp.
------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) (X)
(b) ( )
------------------------------------------------------------------------------
3. SEC USE ONLY
------------------------------------------------------------------------------
4. SOURCE OF FUNDS
OO
------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
( )
------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
------------------------------------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER
SHARES -0-
BENEFICIALLY -------------------------------------------------------
OWNED BY 8. SHARED VOTING POWER
EACH 45,499,525*
REPORTING -------------------------------------------------------
PERSON 9. SOLE DISPOSITIVE POWER
WITH -0-
-------------------------------------------------------
10. SHARED DISPOSITIVE POWER
45,499,525*
- -------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
45,499,525*
- -------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
(X)
- -------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33.9%
- -------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
CO
- -------------------------------------------------------------------------------
-----------------------
* GSB Investments Corp. expressly disclaims any beneficial
interest in any shares of Common Stock beneficially owned by
Hunter's Glen/Ford, Ltd., Ford Diamond Corporation or Gerald
J. Ford.
- -------------------------------------------------------------------------------
CUSIP No. 381197 10 2 13D Page 4 of 9 Pages
- -------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON.
Gerald J. Ford
- -------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) (X)
(b) ( )
- -------------------------------------------------------------------------------
3. SEC USE ONLY
- -------------------------------------------------------------------------------
4. SOURCE OF FUNDS
OO
- -------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
( )
- -------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- -------------------------------------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER
SHARES -0-
BENEFICIALLY -------------------------------------------------------
OWNED BY 8. SHARED VOTING POWER
EACH 16,763,782*
REPORTING -------------------------------------------------------
PERSON 9. SOLE DISPOSITIVE POWER
WITH -0-
-------------------------------------------------------
10. SHARED DISPOSITIVE POWER
16,763,782*
- -------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,763,782*
- -------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
(X)
- -------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.5%
- -------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
IN
- -------------------------------------------------------------------------------
-----------------------------
* Mr. Ford expressly disclaims any beneficial interest in any
shares of Common Stock beneficially owned by Mafco Holdings
Inc. or GSB Investments Corp.
- -------------------------------------------------------------------------------
CUSIP No. 381197 10 2 13D Page 5 of 9 Pages
- -------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON.
Ford Diamond Corporation
- -------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) (X)
(b) ( )
- -------------------------------------------------------------------------------
3. SEC USE ONLY
- -------------------------------------------------------------------------------
4. SOURCE OF FUNDS
OO
- -------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
( )
- -------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
- -------------------------------------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER
SHARES -0-
BENEFICIALLY -------------------------------------------------------
OWNED BY 8. SHARED VOTING POWER
EACH 16,763,782*
REPORTING -------------------------------------------------------
PERSON 9. SOLE DISPOSITIVE POWER
WITH -0-
-------------------------------------------------------
10. SHARED DISPOSITIVE POWER
16,763,782*
- -------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,763,782*
- -------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
(X)
- -------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.5%
- -------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
CO
- -------------------------------------------------------------------------------
-----------------------
* Ford Diamond Corporation expressly disclaims any beneficial
interest in any shares of Common Stock beneficially owned by
Mafco Holdings Inc. or GSB Investments Corp.
- -------------------------------------------------------------------------------
CUSIP No. 381197 10 2 13D Page 6 of 9 Pages
- -------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON.
Hunter's Glen/Ford, Ltd.
- -------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) (X)
(b) ( )
- -------------------------------------------------------------------------------
3. SEC USE ONLY
- -------------------------------------------------------------------------------
4. SOURCE OF FUNDS
OO
- -------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
( )
- -------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
- -------------------------------------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER
SHARES -0-
BENEFICIALLY -------------------------------------------------------
OWNED BY 8. SHARED VOTING POWER
EACH 16,763,782*
REPORTING -------------------------------------------------------
PERSON 9. SOLE DISPOSITIVE POWER
WITH -0-
-------------------------------------------------------
10. SHARED DISPOSITIVE POWER
16,763,782*
- -------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,763,782*
- -------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
(X)
- -------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.5%
- -------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
OO
- -------------------------------------------------------------------------------
----------------------
* Hunter's Glen/Ford, Ltd. expressly disclaims any beneficial
interest in any shares of Common Stock beneficially owned by
Mafco Holdings Inc. or GSB Investments Corp.
- ------------------------------------------------------------------------------
CUSIP No. 381197 10 2 13D Page 7 of 9 Pages
- ------------------------------------------------------------------------------
This Amendment No. 2 to the Statement on Schedule 13D amends the
Statement on Schedule 13D, dated September 11, 1998, as amended by
Amendment No. 1 thereto, dated December 30, 1998 (as so amended, the
"Schedule 13D"), filed by (a) Mafco Holdings Inc., a Delaware corporation
("Mafco Holdings"), (b) GSB Investments Corp., a Delaware corporation and
an indirect wholly owned subsidiary of Mafco Holdings ("Investments
Corp."), (c) Gerald J. Ford, (d) Ford Diamond Corporation, a Texas
corporation ("FDC") and (e) Hunter's Glen/Ford, Ltd., a Texas limited
partnership ("Hunter's Glen"), with respect to the common stock, par value
$1.00 per share (the "Common Stock"), of Golden State Bancorp Inc., a
Delaware corporation (the "Company"). The principal executive offices of
the Company are located at 135 Main Street, San Francisco, California
94105. Capitalized terms used herein shall have the meanings ascribed to
them in the Schedule 13D unless otherwise defined.
ITEM 4. PURPOSE OF TRANSACTION.
The following is added to the response to Item 4:
Pursuant to Section 1.6 of the Reorganization Agreement, on January
21, 1999, the Company issued 4,432,255 shares of Common Stock to
Investments Corp. and 1,108,064 shares of Common Stock to Hunter's Glen, as
contingent merger consideration in the Mergers, in consideration of (i)
income tax refunds received by Cal Fed in 1998 during the period following
the consummation of the Mergers in excess of the corresponding amount of
tax refunds receivable recorded on the books of Cal Fed with respect
thereto (the "1998 Tax Refunds"), and (ii) the federal income tax savings
to Cal Fed (the "Branch Sale Tax Savings") resulting from the sale of its
branch banking business in Florida immediately prior to the closing of the
Mergers. Pursuant to the terms of the Reorganization Agreement, the
aggregate dollar amount of the 1998 Tax Refunds and the Branch Sale Tax
Savings was calculated at $102,665,485. The number of shares of Common
Stock to be issued to Investments Corp. and Hunter's Glen in respect of the
1998 Tax Refunds and the Branch Sale Tax Savings was determined by the
Company based on the daily-volume-weighted average price per share of the
Common Stock for the period beginning September 14, 1998 and ending
December 31, 1998, which was $18.0495. In accordance with the terms of the
Reorganization Agreement, Contingent Shares were issued only in respect of
the first $100 million of tax benefits described above, and Investments
Corp. and Hunter's Glen have the right to receive an additional 118,141 and
29,535 shares, respectively, in consideration of the remaining $2,665,485
in tax benefits described above in the succeeding year, subject to the
terms of the Reorganization Agreement.
Investments Corp. and Hunter's Glen also have the right to receive
additional Contingent Shares in the future based upon (a) the use by the
Company of certain other potential tax benefits of Parent Holdings, FNH and
Cal Fed and the realization of certain other potential tax assets and
liabilities of the Company and Parent Holdings, and (b) Cal Fed's net
after-tax recovery in certain specified litigation, including a percentage
of the net after-tax recovery in Cal Fed's goodwill litigation against the
United States. The number of additional Contingent Shares to be issued to
Investments Corp. and Hunter's Glen pursuant to Section 1.6 of the
Reorganization Agreement cannot be determined at the present time as such
number depends upon factors that are not subject to determination at this
time.
- ------------------------------------------------------------------------------
CUSIP No. 381197 10 2 13D Page 8 of 9 Pages
- ------------------------------------------------------------------------------
The Reporting Persons acquired and continue to hold the shares of
Common Stock reported herein for investment purposes. In this connection,
the Reporting Persons expect to evaluate on an ongoing basis their
investment in the Company, and may from time to time acquire additional
shares of Common Stock, dispose of shares of Comon Stock or formulate other
purposes, plans or proposals regarding the Company or the Common Stock held
by the Reporting Persons to the extent deemed advisable in light of general
investment policies, market conditions and other factors. Any such
acquisitions or dispositions may be made, subject to applicable law, in
open market or privately negotiated transactions or otherwise.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
The following is added to the response to Item 5:
(a) - (b) Based on the number of outstanding shares of Common Stock as
of October 31, 1998, as disclosed by the Company in its Quarterly Report on
Form 10-Q for the quarter ended September 30, 1998, and the total number of
shares issued to Hunter's Glen and Investments Corp. on January 21, 1999,
Mafco Holdings and Investments Corp. may be deemed to share beneficial
ownership of 45,499,525 shares of Common Stock, representing 33.9% of the
Common Stock outstanding, and Mr. Ford, FDC and Hunter's Glen may be deemed
to share beneficial ownership of 16,763,782 shares of Common Stock,
representing 12.5% of the Common Stock outstanding. Mafco Holdings and
Investments Corp. expressly disclaim any beneficial ownership of or
interest in any shares of Common Stock beneficially owned by Hunter's Glen,
FDC or Mr. Ford. Mr. Ford, FDC and Hunter's Glen expressly disclaim any
beneficial ownership of or interest in any shares of Common Stock
beneficially owned by Mafco Holdings or Investments Corp.
Except as otherwise set forth in this Item 5, as amended, neither the
Reporting Persons nor, to the knowledge of the Reporting Persons, any of
the persons listed on Schedule I hereto beneficially own any shares of
Common Stock.
(c) Other than the transactions described in Item 4 of this Schedule
13D, there were no transactions by the Reporting Persons or, to the
knowledge of the Reporting Persons, any of the persons named on Schedule I
hereto during the past 60 days.
- ------------------------------------------------------------------------------
CUSIP No. 381197 10 2 13D Page 9 of 9 Pages
- ------------------------------------------------------------------------------
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
The following is added to the response to Item 6:
The 4,432,255 shares of Common Stock received by Investments Corp. in
respect of the 1998 Tax Refunds and the Branch Sale Tax Savings, as well as
any additional Contingent Shares received by Investments Corp. in the
future and the capital stock of any intermediate holding companies
affiliated with Mafco Holdings, are or may be from time to time pledged to
secure certain obligations.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
Date: January 22, 1999
MAFCO HOLDINGS INC.
By: /s/ Glenn P. Dickes
------------------------------------
Name: Glenn P. Dickes
Title: Senior Vice President
GSB INVESTMENTS CORP.
By: /s/ Glenn P. Dickes
------------------------------------
Name: Glenn P. Dickes
Title: Vice President
FORD DIAMOND CORPORATION
By: /s/ Nancy Foederer
------------------------------------
Name: Nancy Foederer
Title: Vice President
HUNTER'S GLEN/FORD, LTD.
By: Ford Diamond Corporation,
General Partner
By: /s/ Nancy Foederer
------------------------------
Name: Nancy Foederer
Title: Vice President
[Letterhead of Skadden, Arps, Slate, Meagher & Flom LLP]
January 22, 1999
VIA ELECTRONIC TRANSMISSION
Securities and Exchange Commission
450 Fifth Street N.W.
Washington, D.C. 20549
Re: Schedule 13D -- Golden State Bancorp Inc.
Ladies and Gentlemen:
On behalf of Mafco Holdings Inc., Gerald J. Ford and certain
entities controlled by them (collectively, the "Filing Parties"), we
transmit herewith for filing, via electronic transmission, pursuant to Rule
13d-2 under the Securities Exchange Act of 1934, as amended, Amendment No.
2 to the Schedule 13D of the Filing Parties with respect to the common
stock of Golden State Bancorp Inc.
If you have any questions or require additional information,
please contact the undersigned at (212) 735-2697.
Very truly yours,
/s/ David C. Ingles
David C. Ingles
cc: Golden State Bancorp Inc.
The New York Stock Exchange
The Pacific Exchange
Exhibit 4
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a) AND
AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
(Amendment No. 3)
GOLDEN STATE BANCORP INC.
___________________________________________________________________________
(Name of Issuer)
COMMON STOCK, PAR VALUE $1.00 PER SHARE
___________________________________________________________________________
(Title of Class and Securities)
381197 10 2
___________________________________________________________________________
(CUSIP Number)
BARRY F. SCHWARTZ, ESQ. GERALD J. FORD
MACANDREWS & FORBES HOLDINGS INC. HUNTER'S GLEN/FORD, LTD.
35 EAST 62ND STREET 200 CRESCENT COURT, SUITE 1350
NEW YORK, NEW YORK 10021 DALLAS, TEXAS 75201
(212) 572-8600 (214) 871-5131
___________________________________________________________________________
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
AUGUST 13, 1999
___________________________________________________________________________
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this Schedule 13D,
and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following [ ]
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other parties
to whom copies are to be sent.
SCHEDULE 13D
CUSIP No. 381197 10 2
___________________________________________________________________
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
MAFCO HOLDINGS INC.
___________________________________________________________________
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) (X)
(b) ( )
___________________________________________________________________
3. SEC USE ONLY
___________________________________________________________________
4. SOURCE OF FUNDS
00
___________________________________________________________________
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ( )
___________________________________________________________________
6. CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
___________________________________________________________________
7. SOLE VOTING POWER
NUMBER OF - 0 -
SHARES _____________________________________
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 45,499,525*
EACH _____________________________________
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON - 0 -
WITH _____________________________________
10. SHARED DISPOSITIVE POWER
45,499,525*
___________________________________________________________________
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
45,499,525*
___________________________________________________________________
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES* (X)
___________________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
35.47%
___________________________________________________________________
14. TYPE OF REPORTING PERSON
CO
___________________________________________________________________
* Mafco Holdings Inc. expressly disclaims any beneficial
interest in any shares of Common Stock beneficially owned
by Hunter's Glen/Ford, Ltd., Ford Diamond Corporation or
Gerald J. Ford.
CUSIP No. 381197 10 2
____________________________________________________________________
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
GSB INVESTMENTS CORP.
___________________________________________________________________
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) (X)
(b) ( )
___________________________________________________________________
3. SEC USE ONLY
___________________________________________________________________
4. SOURCE OF FUNDS
00
___________________________________________________________________
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ( )
___________________________________________________________________
6. CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
___________________________________________________________________
7. SOLE VOTING POWER
NUMBER OF - 0 -
SHARES _____________________________________
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 45,499,525*
EACH _____________________________________
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON - 0 -
WITH _____________________________________
10. SHARED DISPOSITIVE POWER
45,499,525*
___________________________________________________________________
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
45,499,525*
___________________________________________________________________
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES* (X)
___________________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
35.47%
___________________________________________________________________
14. TYPE OF REPORTING PERSON
CO
___________________________________________________________________
* GSB Investments Corp. expressly disclaims any beneficial
interest in any shares of Common Stock beneficially
owned by Hunter's Glen/Ford, Ltd., Ford Diamond Corporation
or Gerald J. Ford.
CUSIP No. 381197 10 2
___________________________________________________________________
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
GERALD J. FORD
___________________________________________________________________
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) (X)
(b) ( )
___________________________________________________________________
3. SEC USE ONLY
___________________________________________________________________
4. SOURCE OF FUNDS
00
___________________________________________________________________
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ( )
___________________________________________________________________
6. CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
___________________________________________________________________
7. SOLE VOTING POWER
NUMBER OF - 0 -
SHARES _____________________________________
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 16,763,782*
EACH _____________________________________
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON - 0 -
WITH _____________________________________
10. SHARED DISPOSITIVE POWER
16,763,782*
___________________________________________________________________
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,763,782*
___________________________________________________________________
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES* (X)
___________________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
13.07%
___________________________________________________________________
14. TYPE OF REPORTING PERSON
IN
___________________________________________________________________
* Mr. Ford disclaims any beneficial interest in any
shares of Common Stock beneficially owned by Mafco
Holdings Inc. or GSB Investments Corp.
CUSIP No. 381197 10 2
___________________________________________________________________
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
FORD DIAMOND CORPORATION
___________________________________________________________________
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) (X)
(b) ( )
___________________________________________________________________
3. SEC USE ONLY
___________________________________________________________________
4. SOURCE OF FUNDS
00
___________________________________________________________________
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ( )
___________________________________________________________________
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
___________________________________________________________________
7. SOLE VOTING POWER
NUMBER OF - 0 -
SHARES _____________________________________
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 16,763,782*
EACH _____________________________________
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON - 0 -
WITH _____________________________________
10. SHARED DISPOSITIVE POWER
16,763,782*
___________________________________________________________________
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,763,782*
___________________________________________________________________
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES* (X)
___________________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
13.07%
___________________________________________________________________
14. TYPE OF REPORTING PERSON
CO
___________________________________________________________________
* Ford Diamond Corporation expressly disclaims any beneficial
interest in any shares of Common Stock beneficially owned
by Mafco Holdings Inc. or GSB Investments Corp.
CUSIP No. 381197 10 2
___________________________________________________________________
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
HUNTER'S GLEN/FORD, LTD.
___________________________________________________________________
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) (X)
(b) ( )
___________________________________________________________________
3. SEC USE ONLY
___________________________________________________________________
4. SOURCE OF FUNDS
00
___________________________________________________________________
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ( )
___________________________________________________________________
6. CITIZENSHIP OR PLACE OF ORGANIZATION
TEXAS
___________________________________________________________________
7. SOLE VOTING POWER
NUMBER OF - 0 -
SHARES _____________________________________
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 16,763,782*
EACH _____________________________________
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON - 0 -
WITH _____________________________________
10. SHARED DISPOSITIVE POWER
16,763,782*
___________________________________________________________________
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,763,782*
___________________________________________________________________
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES* (X)
___________________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
13.07%
___________________________________________________________________
14. TYPE OF REPORTING PERSON
CO
___________________________________________________________________
* Hunter's Glen/Ford, Ltd. expressly disclaims any beneficial
interest in any shares of Common Stock beneficially owned
by Mafco Holdings Inc. or GSB Investments Corp.
___________________________________________________________________________
CUSIP No. 381197 10 2 13D
___________________________________________________________________________
This Amendment No. 3 to the Statement on Schedule 13D amends the
Statement on Schedule 13D, dated September 11, 1998, as amended by
Amendment No. 1 thereto, dated December 30, 1998 and Amendment No. 2
thereto, dated January 21, 1999 (as so amended, the "Schedule 13D"), filed
by (a) Mafco Holdings Inc., a Delaware corporation ("Mafco Holdings"), (b)
GSB Investments Corp., a Delaware corporation and an indirect wholly owned
subsidiary of Mafco Holdings ("Investments Corp."), (c) Gerald J. Ford
("Ford"), (d) Ford Diamond Corporation, a Texas corporation ("FDC") and (e)
Hunter's Glen/Ford, Ltd., a Texas limited partnership ("Hunter's Glen", and
together with Mafco Holdings, Investments Corp., Ford and FDC, the
"Reporting Persons"), with respect to the common stock, par value $1.00 per
share (the "Common Stock"), of Golden State Bancorp Inc., a Delaware
corporation (the "Company"). The principal executive offices of the
Company are located at 135 Main Street, San Francisco, California 94105.
Capitalized terms used herein shall have the meanings ascribed to them in
the Schedule 13D unless otherwise defined.
ITEM 4. PURPOSE OF TRANSACTION
The following is added to the response to Item 4:
This Statement is being filed to reflect percentage changes in
beneficial ownership and voting power of the Reporting Persons that have
occurred as a result of the Company's established program to repurchase
Common Stock. Consequently the changes in beneficial ownership and voting
power reported in this Statement are not the result of any expenditures of
funds by the Reporting Persons, but rather resulted from the Company's
repurchasing shares of its Common Stock from shareholders, other than the
Reporting Persons.
As of the date hereof, the Company has informed the Reporting
Persons that the Company has repurchased 6,344,100 shares of Common Stock
since the Reporting Persons filed their last amendment to Schedule 13D on
January 21, 1999.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
The following is added to the response to Item 5:
(a) - (b) As of August 12, 1999, based upon information provided
by the Company, there were 128,268,749 outstanding shares of Common Stock.
Mafco Holdings and Investments Corp. may be deemed to share beneficial
ownership of 45,499,525 shares of Common Stock, representing 35.47% of the
Common Stock outstanding, and Mr. Ford, FDC and Hunter's Glen may be deemed
to share beneficial ownership of 16,763,782 shares of Common Stock,
representing 13.07% of the Common Stock outstanding. Mafco Holdings and
Investments Corp. expressly disclaim any beneficial ownership of or
interest in any shares of Common Stock beneficially owned by Hunter's Glen,
FDC or Mr. Ford. Mr. Ford, FDC and Hunter's Glen expressly disclaim any
beneficial ownership of or interest in any shares of Common Stock
beneficially owned by Mafco Holdings or Investments Corp.
(c) There were no transactions with respect to Common Stock by the
Reporting Persons or, to the knowledge of the Reporting Persons, any of the
persons named on Schedule I hereto during the past 60 days.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Date: August 25, 1999
MAFCO HOLDINGS INC.
By: /s/ Glenn P. Dickes
_____________________________
Name: Glenn P. Dickes
Title: Senior Vice President
GSB INVESTMENTS CORP.
By: /s/ Glenn P. Dickes
_____________________________
Name: Glenn P. Dickes
Title: Vice President
FORD DIAMOND CORPORATION
By: /s/ Nancy Foederer
_____________________________
Name: Nancy Foederer
Title: Vice President
HUNTER'S GLEN/FORD, LTD.
By: Ford Diamond Corporation,
General Partner
By: /s/ Nancy Foederer
____________________________
Name: Nancy Foederer
Title: Vice President
SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS
Mafco Holdings Inc.
Set forth below is each director and executive officer of Mafco
Holdings Inc. Unless otherwise indicated each person identified below is
principally employed by Mafco Holdings Inc. The principal address of Mafco
Holdings Inc. and the current business address for each individual listed
below is 35 East 62nd Street, New York, New York 10021. Each such person
is a citizen of the United States.
Name and Address Present Principal Occupation or Employment
---------------- ------------------------------------------
Ronald O. Perelman Director and Chairman of the Board
Donald G. Drapkin Director and Vice Chairman
Howard Gittis Director and Vice Chairman
James R. Maher Director and President
Todd J. Slotkin Executive Vice President and Chief Financial
Officer
Barry F. Schwartz Executive Vice President and General Counsel
DIRECTORS AND EXECUTIVE OFFICERS
GSB Investments Corp.
Set forth below is each director and executive officer of GSB
Investments Corp. The principal address of GSB Investments Corp. and the
current business address for each individual listed below is 35 East 62nd
Street, New York, New York 10021. Each such person is a citizen of the
United States. Each person identified below is principally employed by
Mafco Holdings Inc. in the capacity set forth below.
Position Held with Position Held with
Name and Address GSB Investment Corp. Mafco Holdings Inc.
---------------- -------------------- -------------------
Ronald O. Perelman Director and Chairman Director, Chairman of
of the Board and Chief the Board and Chief
Executive Officer Executive Officer
Howard Gittis Director; Vice Chairman Director, Vice Chairman
Donald G. Drapkin Vice Chairman Director, Vice Chairman
James R. Maher President Director, President
Todd J. Slotkin Executive Vice President Executive Vice President
and Chief Financial and Chief Financial
Officer Officer
Barry F. Schwartz Executive Vice President Executive Vice President
and General Counsel and General Counsel
Exhibit 5
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
(Amendment No.4)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a) AND
AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
GOLDEN STATE BANCORP INC.
________________________________________________________
(Name of Issuer)
COMMON STOCK, PAR VALUE $1.00 PER SHARE
________________________________________________________
(Title of Class and Securities)
381197 10 2
________________________________________________________
(CUSIP Number)
BARRY F. SCHWARTZ, ESQ.
MACANDREWS & FORBES HOLDINGS INC.
35 EAST 62ND STREET
NEW YORK, NEW YORK 10021
(212) 572-8600
________________________________________________________
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
DECEMBER 17, 1999
________________________________________________________
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a Statement on Schedule
13G to report the acquisition which is the subject of this Schedule 13D,
and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following [ ].
Note: Six copies of this Statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other parties
to whom copies are to be sent.
SCHEDULE 13D
CUSIP No. 381197 10 2
___________________________________________________________________
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
MAFCO HOLDINGS INC.
___________________________________________________________________
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) (X)
(b) ( )
___________________________________________________________________
3. SEC USE ONLY
___________________________________________________________________
4. SOURCE OF FUNDS
00
___________________________________________________________________
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ( )
___________________________________________________________________
6. CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
___________________________________________________________________
7. SOLE VOTING POWER
NUMBER OF - 0 -
SHARES _____________________________________
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 45,499,525
EACH _____________________________________
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON - 0 -
WITH _____________________________________
10. SHARED DISPOSITIVE POWER
45,499,525
___________________________________________________________________
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
45,499,525
___________________________________________________________________
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES ( )
___________________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
37.22%
___________________________________________________________________
14. TYPE OF REPORTING PERSON
CO
___________________________________________________________________
CUSIP No. 381197 10 2
___________________________________________________________________
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
GSB INVESTMENTS CORP.
___________________________________________________________________
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) (X)
(b) ( )
___________________________________________________________________
3. SEC USE ONLY
___________________________________________________________________
4. SOURCE OF FUNDS
00
___________________________________________________________________
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ( )
___________________________________________________________________
6. CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
___________________________________________________________________
7. SOLE VOTING POWER
NUMBER OF - 0 -
SHARES _____________________________________
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 45,499,525
EACH _____________________________________
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON - 0 -
WITH _____________________________________
10. SHARED DISPOSITIVE POWER
45,499,525
___________________________________________________________________
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
45,499,525
___________________________________________________________________
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES ( )
___________________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
37.22%
___________________________________________________________________
14. TYPE OF REPORTING PERSON
CO
___________________________________________________________________
___________________________________________________________________________
CUSIP No. 381197 10 2 13D
___________________________________________________________________________
INTRODUCTION
This statement amends and supplements the Statement on Schedule
13D, dated September 11, 1998, as amended by Amendment No. 1 thereto, dated
December 30, 1998, Amendment No. 2 thereto, dated January 21, 1999, and
Amendment No. 3, dated August 25, 1999 (as so amended, the "Schedule 13D"),
filed by (a) Mafco Holdings Inc., a Delaware corporation ("Mafco
Holdings"), (b) GSB Investments Corp., a Delaware corporation and an
indirect wholly owned subsidiary of Mafco Holdings ("Investments Corp."),
(c) Ford Diamond Corporation, a Texas corporation ("FDC") and (d) Hunter's
Glen/Ford, Ltd., a Texas limited partnership ("Hunter's Glen"), with
respect to the common stock, par value $1.00 per share (the "Common
Stock"), of Golden State Bancorp Inc., a Delaware corporation (the
"Company"). The principal executive offices of the Company are located at
135 Main Street, San Francisco, California 94105. Capitalized terms used
herein shall have the meanings ascribed to them in the Schedule 13D unless
otherwise defined.
ITEM 2. IDENTITY AND BACKGROUND.
Item 2(a) is hereby amended and restated as follows:
(a) This statement is being filed by (a) Mafco Holdings
Inc., a Delaware corporation ("Mafco Holdings") and (b) GSB Investments
Corp., a Delaware corporation and an indirect wholly owned subsidiary of
Mafco Holdings ("Investments Corp.")(together with Mafco Holdings, the
"Reporting Persons").
ITEM 4. PURPOSE OF TRANSACTION.
The following is added to the response to Item 4:
The purpose of this amendment to the Schedule 13D is to report
that, commencing on December 17, 1999, the Reporting Persons, on the one
hand, and Gerald J. Ford, Ford Diamond Corporation and Hunter's Glen/Ford,
Ltd., on the other hand, have decided to no longer file a joint Statement
on Schedule 13D and will instead each file separately.
This amendment to the Schedule 13D is also being filed to reflect
percentage changes in beneficial ownership and voting power of the
Reporting Persons that have occurred as a result of the Company's
established program to repurchase Common Stock. Consequently, the changes
in beneficial ownership and voting power reported in this Statement are not
the result of any expenditures of funds by the Reporting Persons, but
rather resulted from the Company's repurchasing shares of its Common Stock
from shareholders, other than the Reporting Persons.
As of the date hereof, the Company has informed the Reporting
Persons that the Company has repurchased 6,119,700 shares of Common Stock
since the Reporting Persons filed their last amendment to Schedule 13D on
August 25, 1999.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
The following is added to the response to Item 5:
(a) - (b) As of December 14, 1999, based upon information provided by
the Company, there were 122,256,883 outstanding shares of Common Stock.
Mafco Holdings and Investments Corp. may be deemed to share beneficial
ownership of 45,499,525 shares of Common Stock, representing 37.22% of the
Common Stock outstanding.
(c) There were no transactions with respect to Common Stock by the
Reporting Persons or, to the knowledge of the Reporting Persons, any of the
persons named on Schedule I hereto during the past 60 days.
(d) Not applicable.
(e) Not applicable.
___________________________________________________________________________
CUSIP No. 381197 10 2 13D
___________________________________________________________________________
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this Statement is true,
complete and correct.
Date: December 17, 1999
MAFCO HOLDINGS INC.
By: /s/ Glenn P. Dickes
_____________________________
Name: Glenn P. Dickes
Title: Senior Vice President
GSB INVESTMENTS CORP.
By: /s/ Glenn P. Dickes
_____________________________
Name: Glenn P. Dickes
Title: Vice President
SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS
Mafco Holdings Inc.
Set forth below is each director and executive officer of Mafco
Holdings Inc. Unless otherwise indicated each person identified below is
principally employed by Mafco Holdings Inc. The principal address of Mafco
Holdings Inc. and the current business address for each individual listed
below is 35 East 62nd Street, New York, New York 10021. Each such person is
a citizen of the United States.
Name and Address Present Principal Occupation or Employment
----------------- ------------------------------------------
Ronald O. Perelman Director and Chairman of the Board
Donald G. Drapkin Director and Vice Chairman
Howard Gittis Director and Vice Chairman
James R. Maher Director and President
Todd J. Slotkin Executive Vice President and Chief Financial
Officer
Barry F. Schwartz Executive Vice President and General Counsel
DIRECTORS AND EXECUTIVE OFFICERS
GSB Investments Corp.
Set forth below is each director and executive officer of GSB
Investments Corp. The principal address of GSB Investments Corp. and the
current business address for each individual listed below is 35 East 62nd
Street, New York, New York 10021. Each such person is a citizen of the
United States. Each person identified below is principally employed by
Mafco Holdings Inc. in the capacity set forth below.
Position Held with Position Held with
Name and Address GSB Investments Corp. Mafco Holdings Inc.
---------------- -------------------- -------------------
Ronald O. Perelman Director and Chairman Director, Chairman of
of the Board and Chief the Board and Chief
Executive Officer Executive Officer
Howard Gittis Director; Vice Chairman Director, Vice Chairman
Donald G. Drapkin Vice Chairman Director, Vice Chairman
James R. Maher President Director, President
Todd J. Slotkin Executive Vice President Executive Vice President
and Chief Financial and Chief Financial
Officer Officer
Barry F. Schwartz Executive Vice President Executive Vice President
and General Counsel and General Counsel
