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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
(Amendment No.6)
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)
BARRY F. SCHWARTZ, ESQ.
MACANDREWS & FORBES HOLDINGS INC.
35 EAST 62ND STREET
NEW YORK, NEW YORK 10021
(212) 572-8600
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
AUGUST 22, 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)
MAFCO HOLDINGS INC.
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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
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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
DELAWARE
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7. SOLE VOTING POWER
NUMBER OF - 0 -
SHARES ---------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 42,949,525
EACH ---------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON - 0 -
WITH ---------------------------------------------
10. SHARED DISPOSITIVE POWER
42,949,525
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
42,949,525
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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
32.05%
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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)
GSB INVESTMENTS CORP.
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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
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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
DELAWARE
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7. SOLE VOTING POWER
NUMBER OF - 0 -
SHARES ---------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 42,949,525
EACH ---------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON - 0 -
WITH ---------------------------------------------
10. SHARED DISPOSITIVE POWER
42,949,525
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
42,949,525
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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
32.05%
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14. TYPE OF REPORTING PERSON
CO
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CUSIP No. 381197 10 2 13D
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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
thereto, dated August 25, 1999, 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")
and Amendment No. 4 dated December 17, 1999 and Amendment No. 5 dated May 23,
2000 filed by (a) Mafco Holdings and (b) Investments Corp. (as so amended, 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 4. PURPOSE OF TRANSACTION.
The following is added to the response to Item 4:
On August 25, 2000 Investments Corp. sold 2,550,000 shares of Common Stock
at a price of $18.8125 per share for total cash proceeds of $47,971,875.
This amendment to the Schedule 13D also is being filed to reflect changes
in beneficial ownership and voting power of the Reporting Persons that have
occurred as a result of the exercise of Standby Warrants issued by the Company.
Consequently, the changes in beneficial ownership and voting power reported
in this Statement are both the result of a sale by the Reporting Persons of
Common Stock and the issuance by the Company of Common Stock to persons other
than the Reporting Persons.
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 or dispose of additional shares of Common
Stock (in each case, depending upon general investment policies, market
conditions and other factors) 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 transactions, privately negotiated
transactions or, in the case of dispositions, pursuant to a registration
statement.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
The following is added to the response to Item 5:
(a) - (b) As of August 28, 2000, based upon information provided by the
Company, there were 134,020,661 outstanding shares of Common Stock. As of that
date, Mafco Holdings and Investments Corp. may have been deemed to share
beneficial ownership of 42,949,525 shares of Common Stock, representing 32.05%
of the Common Stock outstanding.
(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.
(d) Not applicable.
(e) Not applicable.
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
The following is added to the response to Item 6:
On August 22, 2000, the Company and Investments Corp. entered into an
agreement which provides that certain rights of Investments Corp. to receive
shares of Common Stock pursuant to Section 1.6(c) of the Reorganization
Agreement in connection with 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 will be settled and
extinguished in exchange for lump sum cash payments to Investments Corp. by the
Company.
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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 30, 2000
MAFCO HOLDINGS INC.
By:
/s/ Glenn P. Dickes
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Name: Glenn P. Dickes
Title: Senior Vice President
GSB INVESTMENTS CORP.
By:
/s/ Glenn P. Dickes
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Name: Glenn P. Dickes
Title: Senior Vice President
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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
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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.
Name and Address Present Principal Occupation or Employment
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Ronald O. Perelman Director and Chairman of the Board and Chief
Executive Officer
Howard Gittis Director and Vice Chairman
Donald G. Drapkin Director and Vice Chairman
James R. Maher President
Todd J. Slotkin Executive Vice President and Chief Financial Officer
Barry F. Schwartz Executive Vice President and General Counsel
