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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
(Amendment No. 1)
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)
MAY 30, 2000
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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.
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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)
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 AS TO 17,740,363 SHARES
AF AS TO 903,000 SHARES
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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 18,643,363
EACH ---------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON - 0 -
WITH ---------------------------------------------
10. SHARED DISPOSITIVE POWER
18,643,363
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,643,363
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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
14.99%
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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.
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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 AS TO 17,740,363 SHARES
AF AS TO 903,000 SHARES
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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 18,643,363
EACH ---------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON - 0 -
WITH ---------------------------------------------
10. SHARED DISPOSITIVE POWER
18,643,363
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,643,363
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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
14.99%
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14. TYPE OF REPORTING PERSON
PN
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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
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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 AS TO 17,857,483 SHARES
AF AS TO 903,000 SHARES
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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
UNITED STATES
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7. SOLE VOTING POWER
NUMBER OF 117,120
SHARES ---------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED 18,643,363
EACH ---------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 117,120
WITH ---------------------------------------------
10. SHARED DISPOSITIVE POWER
18,643,363
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,760,483
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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
15.08%
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14. TYPE OF REPORTING PERSON
IN
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INTRODUCTION
This Amendment No. 1 to the Statement on Schedule 13D amends the
Statement on Schedule 13D, dated December 17, 1999 (as so amended, the "Schedule
13D"), 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"), 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 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The following is added to the response to Item 3:
In January 2000, Hunter's Glen financed its acquisition of 903,000
standby warrants expiring in August 2000 ("Standby Warrants"), each of which is
immediately exercisable for one share of Common Stock and one Litigation
Tracking Warrant, with two loans in the aggregate amount of $3,254,437.50 from
Diamond A Racing Corporation, a corporation wholly owned by Mr. Ford. The loans
were on similar terms and accrued interest on the outstanding balances at the
lesser of (a) the maximum amount permitted by law and (b) the three month London
interbank offered rate (the "Libor Rate") plus two percent. All unpaid amounts
were due on January 25, 2001, subject to yearly renewal. The loans were repaid
in full on March 10, 2000.
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 issuance of 976,581 shares of Common Stock
to Hunter's Glen as contingent merger consideration and as a result of certain
other acquisitions described below. The changes in beneficial ownership and
voting power, reported in this Statement relating to the issuance of such
976,581 shares are not the result of any expenditure of funds by the Reporting
Persons.
Pursuant to Section 1.6 of the Reorganization Agreement, on May 22,
2000, the Company issued 976,581 shares of Common Stock to Hunter's Glen and
3,906,323 shares of Common Stock to Investments Corp., as contingent merger
consideration in the Mergers, in consideration of the use by the Company in 1999
of certain tax benefits resulting from certain net operating loss carryforwards
of Parent Holdings, FNH and Cal Fed ("1999 Tax Benefits") and certain benefits
from the 1998 Tax Refunds and Branch Sale Tax Savings which accrued but were not
paid in 1998 ("Carryover 1998 Tax Benefits"). Pursuant to the terms of the
Reorganization Agreement, the aggregate dollar amount of the 1999 Tax Benefits
was calculated at $101,315,543. The number of shares of Common Stock to be
issued to Investments Corp. and Hunter's Glen in respect of the 1999 Tax
Benefits was determined by the Company based on the daily-volume-weighted
average price per share of the Common Stock for the period beginning January 1,
1999 and ending December 31, 1999, which was $20.55. In accordance with the
terms of the Reorganization Agreement, Contingent Shares were issued only in
respect of the first $100 million of the Carryover 1998 Tax Benefits and the
1999 Tax Benefits described above. Accordingly, Hunter's Glen has the right to
receive an additional 38,734 shares in consideration of its share of the
remaining $3,981,028 in 1999 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.
In addition to the issuance of the Contingent Shares for the Carryover
1998 Tax Benefits and the 1999 Tax Benefits described above: (1) in January 2000
Hunter's Glen acquired 903,000 Standby Warrants, (2) in January 2000 the Company
awarded Mr. Ford 42,120 shares of restricted Common Stock as part of his 1999
annual bonus payment, and (3) in May 2000, options to purchase 75,000 shares of
Common Stock awarded to Mr. Ford in May 1999 vested.
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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 Common 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) As of May 30, 2000 based upon information provided by the
Company, there were 123,436,525 outstanding shares of Common Stock. Mr. Ford
may be deemed to beneficially own 18,760,483 shares of Common Stock representing
15.08% of the Common Stock deemed outstanding. Of these 18,760,483 shares, Mr.
Ford shares beneficial ownership of 18,643,363 shares of Common Stock,
representing 14.99% of the Common Stock deemed outstanding with FDC and Hunter's
Glen.
(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 except for the
vesting of options to purchase 75,000 shares of Common Stock held by Mr. Ford
and the issuance of 976,581 shares to Hunter's Glen as contingent merger
consideration.
(d) Not applicable.
(e) Not applicable.
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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: May 30, 2000
FORD DIAMOND CORPORATION
By: /s/ Nancy Foederer
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Name: Nancy Foederer
Title: Vice President
HUNTER'S GLEN/FORD, LTD.
By: Ford Diamond Corporation,
General Partner
By: /s/ Nancy Foederer
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Name: Nancy Foederer
Title: Vice President
GERALD J. FORD
By: /s/ Gerald J. Ford
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Name: Gerald J. Ford
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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.
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<CAPTION>
Name and Address Position Held with FDC Present Principal Occupation or Employment
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<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
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