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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)
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
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)
DECEMBER 19, 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 box
[ ].
Page 1 of 9 Pages
Exhibit Index on Page 9
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CUSIP NO. 381197 10 2 13D PAGE 2 OF 9 PAGES
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1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Mafco Holdings 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. SOURCE OF FUNDS*
WC
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7. SOLE VOTING POWER
0
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NUMBER OF 8. SHARED VOTING POWER
SHARES
BENEFICIALLY 42,949,525
OWNED BY ------------------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER
REPORTING
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)
32.0%
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14. TYPE OF REPORTING PERSON*
CO
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CUSIP NO. 381197 10 2 13D PAGE 3 OF 9 PAGES
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1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
GSB Investments Corp.
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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. SOURCE OF FUNDS*
WC
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7. SOLE VOTING POWER
0
------------------------------------------------------------
NUMBER OF 8. SHARED VOTING POWER
SHARES
BENEFICIALLY 42,949,525
OWNED BY ------------------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER
REPORTING
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*
------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
32.0%
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14. TYPE OF REPORTING PERSON*
CO
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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 thereto, dated December 17, 1999, Amendment No. 5 thereto,
dated May 23, 2000, Amendment No. 6 thereto, dated August 30, 2000 and Amendment
No. 7 thereto, dated December 18, 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:
Pursuant to a Term Sheet dated December 13, 2000 described in Amendment
No. 7 to this Statement on Schedule 13D, on December 19, 2000 Investments Corp.
entered into a SAILS Mandatorily Exchangeable Securities Contract (the "SAILS
Agreement") with Credit Suisse First Boston International ("CSFBI") and Credit
Suisse First Boston Corporation ("CSFB"), with respect to 3,000,000 shares of
Common Stock for a payment of $65,444,400 (the "Proceeds Amount"). The Proceeds
Amount is 82.32% of a $79,500,000 aggregate contract price ($26.50 per share)
negotiated with CSFBI, with the difference representing principally a financing
cost to Investments Corp. over the two year term of the transaction, as well as
a fee component for CSFBI. The actual number of shares of Common stock (or cash
equivalent thereof) to be delivered by Investments Corp. to CSFBI on December
19, 2002 (the "Maturity Date") will be determined pursuant to a formula
described in Item 6 of this filing.
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
Page 4 of 9
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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 October 31, 2000, based upon the Company's quarterly
report on Form 10-Q for the third quarter 2000, there were 134,238,004
outstanding shares of Common Stock. Subject to the terms of the SAILS Agreement
and the Pledge Agreement (as defined in Item 6) with respect to 3,000,000 shares
of Common Stock, Mafco Holdings and Investments Corp. may be deemed to share
beneficial ownership of 42,949,525 shares of Common Stock, representing 32.0% 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.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
The following is added to the response to Item 6:
Pursuant to a Term Sheet dated December 13, 2000 described in Amendment
No. 7 to this Statement on Schedule 13D, on December 19, 2000 Investments Corp.,
CSFBI and CSFB entered into the SAILS Agreement and the related SAILS Pledge
Agreement (the "Pledge Agreement"). On December 19, 2000, pursuant to the Pledge
Agreement Investments Corp. deposited into a collateral account with CSFBI
3,000,000 shares of Common Stock (the "Underlying Shares") and CSFBI paid to
Investments Corp. $65,444,400. On the Maturity Date or
Page 5 of 9
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earlier termination of this transaction pursuant to the SAILS Agreement,
Investments Corp. will have the right to settle its obligations to CSFBI with
respect to the Underlying Shares by delivering to CSFBI from the collateral
account a number of shares of Common Stock (or, at the option of Investments
Corp., the cash equivalent of such shares) equal to the product of (a) the
number of Underlying Shares and (b) the Exchange Rate.
The Exchange Rate will be determined as follows:
(i) if the average closing price per share of Common Stock on the
first 20 trading days beginning 30 trading days prior to the
Maturity Date (the "Maturity Price") is less than or equal to
$26.50 (the "Issue Price"), the Exchange Rate will be ONE (1);
(ii) if the Maturity Price is greater than the Issue Price but less
than or equal to $31.80 (the "Threshold Price"), the Exchange
Rate will be a fraction equal to the Issue Price divided by the
Maturity Price; or
(iii) if the Maturity Price is greater than the Threshold Price, the
Exchange Rate will be a fraction equal to ONE (1) minus a
fraction, the numerator of which will equal the excess of the
Threshold Price over the Issue Price and the denominator of which
will equal the Maturity Price.
Page 6 of 9
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Item 7. Materials to be Filed as Exhibits.
Item 7 is hereby amended to add the following at the end thereof:
Exhibit 9. SAILS Mandatorily Exchangeable Securities Contract dated
December 19, 2000 among GSB Investments Corp., Credit
Suisse First Boston International and Credit Suisse
First Boston Corporation
Exhibit 10. SAILS Pledge Agreement dated December 19, 2000 among GSB
Investments Corp., Credit Suisse First Boston
International and Credit Suisse First Boston
Corporation.
Page 7 of 9
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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: December 20, 2000
MAFCO HOLDINGS INC.
By: /s/ Glenn P. Dickes
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Glenn P. Dickes
Senior Vice President
GSB INVESTMENTS CORP.
By: /s/ Glenn P. Dickes
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Glenn P. Dickes
Senior Vice President
Page 8 of 9
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EXHIBIT INDEX
Exhibit
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9 SAILS Mandatorily Exchangeable Securities Contract dated
December 19, 2000 among GSB Investments Corp., Credit Suisse
First Boston International and Credit Suisse First Boston
Corporation
10 SAILS Pledge Agreement dated December 19, 2000 among GSB
Investments Corp., Credit Suisse First Boston International
and Credit Suisse First Boston Corporation.
Page 9 of 9
