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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. _____)
Golden State Bancorp Inc. (formerly Glendale Federal Bank, FSB)
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(Name of Issuer)
Common Stock, $1.00 par value
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(Title of Class of Securities)
381197102
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(CUSIP Number)
December 31, 1998
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(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[ x ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 10 Pages
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CUSIP No. 381197102
1. NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
GBU Inc.
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION
New York
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5. SOLE VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED BY EACH 2,751,284
REPORTING PERSON WITH
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6. SHARED VOTING POWER
-0-
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7. SOLE DISPOSITIVE POWER
2,751,284
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8. SHARED DISPOSITIVE POWER
-0-
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,751,284
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10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES * [ ]
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11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.1%
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12. TYPE OF REPORTING PERSON *
IA
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* SEE INSTRUCTIONS BEFORE FILLING OUT
Page 2 of 10 Pages
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CUSIP No. 381197102
1. NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
GEM Capital Management, Inc.
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION
New York
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5. SOLE VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED BY EACH 2,217,751
REPORTING PERSON WITH
- --------------------------------------------------------------------------------
6. SHARED VOTING POWER
-0-
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7. SOLE DISPOSITIVE POWER
2,217,751
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8. SHARED DISPOSITIVE POWER
-0-
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,217,751
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10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES * [ ]
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11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.7%
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12. TYPE OF REPORTING PERSON *
IA
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* SEE INSTRUCTIONS BEFORE FILLING OUT
Page 3 of 10 Pages
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CUSIP No. 381197102
1. NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Gerald B. Unterman
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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5. SOLE VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH 4,969,035
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6. SHARED VOTING POWER
-0-
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7. SOLE DISPOSITIVE POWER
4,969,035
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8. SHARED DISPOSITIVE POWER
-0-
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,969,035
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10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES * [ ]
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11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.8%
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12. TYPE OF REPORTING PERSON *
IN
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* SEE INSTRUCTIONS BEFORE FILLING OUT
Page 4 of 10 Pages
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Item 1(a). Name of Issuer
Golden State Bancorp Inc. (formerly Glendale Federal Bank, FSB)
Item 1(b). Address of Issuer's Principal Executive Offices
414 North Central Ave.
Glendale, CA 91203
Item 2(a). Name of Person Filing
GBU Inc.
GEM Capital Management, Inc.
Gerald B. Unterman
Item 2(b). Address of Principal Business Office
70 East 55th Street - 12th Floor
New York, NY 10022
Item 2(c). Citizenship
The information contained in Item 4 on the cover pages is
incorporated hereby by reference
Item 2(d). Title of Class of Securities
Common Stock, $1.00 par value
Item 2(e). CUSIP Number
381197102
Item 3. This Statement is filed pursuant to
Rule 13d-1(c) and Rule 13d-2(b)
Item 4. Ownership as of December 31, 1998
The information contained in Items 5-11 on the cover pages is
incorporated hereby by reference
Page 5 of 10 Pages
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Item 5. Ownership of Five Percent or Less of a Class
This Statement is being filed to report the fact that as of December
31, 1998 the Reporting Persons have ceased to be the beneficial
owner of more than five percent (5%) of the Common Stock of Golden
State Bancorp. Inc.
Item 6. Ownership of More Than Five Percent on Behalf of Another Person
Not Applicable
Item 7. Identification and Classification of Certain Subsidiaries
Not Applicable
Item 8. Identification and Classification of Members of a Group
See Exhibit A annexed hereto
Item 9. Notice of Dissolution of a Group
Not Applicable
Item 10. Certification
By signing below the undersigned certify that, to the best of their
knowledge and belief, the securities referred to above were acquired and are
held in the ordinary course of business and were not acquired and are not held
for the purpose of or with the effect of changing or influencing the control of
the issuer of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having that purpose or
effect.
After reasonable inquiry and to the best of their knowledge and belief,
the undersigned certify that the information set forth in this statement is
true, complete and accurate.
SIGNATURE:
Date: February 4, 1999
GBU INC.
By:/s/Gerald B. Unterman
-----------------------------
Gerald B. Unterman
President
Page 6 of 10 Pages
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GEM CAPITAL MANAGEMENT, INC.
By:/s/Gerald B. Unterman
-----------------------------
Gerald B. Unterman
President
/s/Gerald B. Unterman
-----------------------------
GERALD B. UNTERMAN
Page 7 of 10 Pages
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EXHIBIT A
Mr. Unterman is the President, a director and controlling shareholder of
GBU Inc. ("GBU"), an investment adviser registered under Section 203 of the
Investment Advisers Act of 1940 (the "Advisers Act"). GBU is the sole general
partner of Oak Tree Partners, L.P. ("Oak Tree") and GEM Convertible Securities
Partners, L.P. ("GEM Convertible").
As of December 31, 1998, Oak Tree owned an aggregate of (a) 1,285,252
shares of the Common Stock of Golden State Bancorp Inc. (the "Company"), and (b)
1,285,252 warrants (the "Warrants"). As of December 31, 1998, GEM Convertible
owned (a) 90,390 shares of the Common Stock of the Company and (b) 90,390
Warrants. Each Warrant may be exercised for one share of the Common Stock.
Pursuant to Regulation 13d-3(d)(1) promulgated under the Securities
Exchange Act of 1934, as amended (the "Regulation"), GBU is deemed to be the
beneficial owner of an additional 1,285,252 shares of Common Stock which Oak
Tree has the right to acquire upon exercise of the Warrants, and GBU is also
deemed to be the beneficial owner of 90,390 shares of Common Stock which GEM
Convertible has the right to acquire upon exercise of the Warrants. GBU is
deemed to be the beneficial owner of 2,751,284 shares or 2.1% of the Company's
Common Stock.
Mr. Unterman is also the President, director and sole shareholder of GEM
Capital Management, Inc. ("GEM Capital"), an investment adviser registered under
the Advisers Act. GEM Capital is an investment adviser for various managed
accounts over which it has investment discretion. Pursuant to the Regulation,
GEM Capital is deemed to be the beneficial owner of the shares of Common Stock
and Warrants owned by the accounts for which GEM Capital acts as investment
adviser. Accordingly, GEM Capital is deemed to be the beneficial owner of (a)
1,092,111 shares of Common Stock, and (b) 1,125,640 Warrants.
Pursuant to the Regulation, GEM Capital is deemed to be the beneficial
owner of an additional 1,125,640 shares of Common Stock which it has the right
to acquire upon exercise of the Warrants. GEM Capital is deemed to be the
beneficial owner of 2,217,751 shares or 1.7% of the Common Stock.
GBU and GEM Capital are of the view that they are not acting as a "group"
for purposes of Section 13(d) under the Securities Exchange Act of 1934 and they
are not otherwise required to attribute to each other the beneficial ownership
of securities deemed to be beneficially owned by the other corporation under the
Securities Exchange Act.
A Schedule 13D and amendments thereto were previously filed by the
Reporting Persons with the Office of Thrift Supervision ("OTS") to report their
ownership of the common shares of
Page 8 of 10 Pages
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Glendale Federal Bank, FSB ("Glendale"). As a result of the reorganization of
Glendale pursuant to which the Company became the holding company for Glendale,
the Company was not required to file reports with the OTS, but is required to
file reports with the SEC. This Form 13G is now being filed with the Securities
and Exchange Commission to reflect the fact that the Reporting Persons own less
than 5% of the Common Stock of the Company.
Page 9 of 10 Pages
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EXHIBIT B
The undersigned hereby agree that for the purposes of complying with
Regulation 13D promulgated under the Securities Exchange Act of 1934, as
amended, relating to the reporting of beneficial ownership, from time to time,
of the Common Stock of Golden State Bancorp Inc., by each of the undersigned,
only one statement on Schedule 13G (or one Amendment, as the case may be, in the
event an amendment to the Schedule 13G is required to be filed), will be filed
on behalf of each of the undersigned.
Dated: February 4, 1999
GBU INC.
By:/s/Gerald B. Unterman
-----------------------------
Gerald B. Unterman
President
GEM CAPITAL MANAGEMENT, INC.
By:/s/Gerald B. Unterman
-----------------------------
Gerald B. Unterman
President
/s/Gerald B. Unterman
-----------------------------
GERALD B. UNTERMAN
Page 10 of 10 Pages
