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
