UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
(Amendment No.5)
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)
MAY 23, 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.
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 45,499,525
EACH -------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON - 0 -
WITH -------------------------------------
10. SHARED DISPOSITIVE POWER
45,499,525
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
45,499,525
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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
35.73%
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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 45,499,525
EACH -------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON - 0 -
WITH -------------------------------------
10. SHARED DISPOSITIVE POWER
45,499,525
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
45,499,525
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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
35.73%
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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,
Amendment No. 3 thereto, dated August 25, 1999, and Amendment No. 4 dated
December 17, 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 4. PURPOSE OF TRANSACTION.
The following is added to the response to Item 4:
Pursuant to Section 1.6 of the Reorganization Agreement, on May
23, 2000, Investments Corp. acquired from the Company 3,906,323 shares of
Common Stock as contingent merger consideration in respect of Tax Payments
(as defined in the Reorganization Agreement) as a result of the Company's
utilization of certain tax benefits in tax years 1998 and 1999 (the
"Contingent Shares"). On May 30, 2000, Investments Corp. sold 3,906,323
shares of Common Stock.
The Reporting Persons acquired and continue to hold shares of
Common Stock 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 May 23, 2000, based upon information provided by the
Company, there were 127,342,848 outstanding shares of Common Stock. As of
that date, Mafco Holdings and Investments Corp. may have been deemed to
share beneficial ownership of 49,405,848 shares of Common Stock,
representing 38.80% of the Common Stock outstanding. After giving effect to
the sale on May 30, 2000, Mafco Holdings and Investments Corp. may be
deemed to share beneficial ownership of 45,499,525 shares of Common Stock,
representing 35.73% of the Common Stock outstanding.
Donald G. Drapkin, who is a director and executive officer of
Mafco Holdings and an executive officer of Investments Corp., may be deemed
to beneficially own 2,500 shares of Common Stock. Barry F. Schwartz, who is
an executive officer of the Reporting Persons, may be deemed to
beneficially own 7,000 shares of Common Stock. Todd J. Slotkin, who is an
executive officer of the Reporting Persons, may be deemed to beneficially
own 1,000 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.
(d) Not applicable.
(e) Not applicable.
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: May 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: 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
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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 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
