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.
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(Name of Issuer)
COMMON STOCK, PAR VALUE $1.00 PER SHARE
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(Title of Class of Securities)
381197 10 2
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(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
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
December 30, 1998
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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 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
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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
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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
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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
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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
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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
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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
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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
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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
