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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)
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 13, 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 10 Pages
Exhibit Index on Page 10
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CUSIP NO. 381197 10 2 13D PAGE 2 OF 10 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
NUMBER OF ----------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 42,949,525
EACH ----------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 0
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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 10 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 ----------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 42,949,525
EACH ----------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 0
----------------------------------------------------
10 SHARED DISPOSITIVE POWER
42,949,525
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
42,949,525
--------------------------------------------------------------------------------
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 and Amendment No. 6 thereto, dated August 30, 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 2. Identity and Background.
Items 2(a)-2(c) are hereby amended by adding the following at the end
thereof:
A restated Schedule I, which includes the identity, business address
and occupation or employment information for the directors and executive
officers of each of Mafco Holdings and Investments Corp., is attached hereto.
Item 4. Purpose of Transaction.
The following is added to the response to Item 4:
On December 13, 2000 Mafco Holdings and Investments Corp. entered into
a forward sale arrangement (the "Forward Sale") with Credit Suisse First Boston
International ("CSFBI") and Credit Suisse First Boston Corporation ("CSFB") with
respect to 3,000,000 shares of Common Stock, as described in a term sheet
related thereto dated December 13, 2000 (the "Term Sheet").
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 10
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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 Forward Sale
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:
On December 13, 2000, Mafco Holdings, Investments Corp., CSFBI and CSFB
entered into the Term Sheet. On each closing date (as defined in the Term
Sheet), Investments Corp. will deposit into a collateral account with CSFBI such
number of shares of Common Stock (not to exceed 3,000,000 in the aggregate) as
are the subject of the particular Forward Sale (the "Underlying Shares") and
CSFBI will pay to Investments Corp. the proceeds amount (as defined in the Term
Sheet). On the maturity date or earlier termination of each Forward Sale,
Investments Corp. will have the right to settle
Page 5 of 10
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its obligations to CSFBI with respect to the Underlying Shares by delivering
such portion of the Underlying Shares, or the cash equivalent thereof, as
determined pursuant to the Term Sheet. The Term Sheet contemplates that the
parties will enter into a definitive purchase contract, pledge agreement and
other customary ancillary agreements.
In addition, on December 13, 2000, Mafco Holdings, Investments Corp.,
the Company, CSFBI and CSFB entered into a Registration Agreement with respect
to 6,000,000 shares of Common Stock. It provides for the filing and keeping
effective of a registration statement and related prospectus supplements with
respect to sale of such shares by Investments Corp to CSFBI pursuant to the Term
Sheet and any subsequent term sheets and contains customary representations,
warranties, covenants and indemnities.
Item 7. Materials to be Filed as Exhibits.
Item 7 is hereby amended to add the following at the end thereof:
Exhibit 7. Term Sheet dated December 13, 2000 among Mafco Holdings
Inc., GSB Investments Corp., Credit Suisse First Boston
International and Credit Suisse First Boston Corporation
Exhibit 8. Registration Agreement dated December 13, 2000 among Mafco
Holdings Inc., GSB Investments Corp., Golden State Bancorp
Inc., Credit Suisse First Boston International and Credit
Suisse First Boston Corporation.
Page 6 of 10
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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 18, 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 7 of 10
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SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS
OF MAFCO HOLDINGS INC. AND GSB INVESTMENTS CORP.
The name, business address, present principal occupation or
employment, and the name, principal business and address of any corporation or
other organization in which such employment is conducted, of each of the
directors and executive officers of Mafco Holdings Inc. and GSB Investments
Corp. is set forth below. If no business address is given, the director's or
officer's address is Mafco Holdings Inc., 35 East 62nd Street, New York, New
York 10021.
MAFCO HOLDINGS INC.
Name and Position
(if different from
Principal Occupation Present Principal Occupation or
or Employment) Employment and Address
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Ronald O. Perelman Director, Chairman and
Chief Executive Officer of
Mafco Holdings Inc.
Donald G. Drapkin Director and Vice Chairman of
Mafco Holdings Inc.
Howard Gittis Director and Vice Chairman
of Mafco Holdings Inc.
Barry F. Schwartz Executive Vice President and
General Counsel of Mafco
Holdings Inc.
Todd J. Slotkin Executive Vice President and
Chief Financial Officer of
Mafco Holdings Inc.
Page 8 of 10
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GSB INVESTMENTS CORP.
Name and Position
(if different from Present Principal Occupation or
Principal Employment) Employment and Address
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Ronald O. Perelman Director, Chairman and
Director, Chairman Chief Executive Officer of
and Chief Executive Officer Mafco Holdings Inc.
Howard Gittis Director and Vice Chairman
Director and Vice Chairman of Mafco Holdings Inc.
Barry F. Schwartz Executive Vice President and
Executive Vice President General Counsel of Mafco
and General Counsel Holdings Inc.
Todd J. Slotkin Executive Vice President
Executive Vice President and Chief Financial Officer
and Chief Financial of Mafco Holdings Inc.
Officer
Page 9 of 10
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EXHIBIT INDEX
Exhibit
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7 Term Sheet dated December 13, 2000 among Mafco Holdings Inc.,
GSB Investments Corp., Credit Suisse First Boston
International and Credit Suisse First Boston Corporation
8 Registration Agreement dated December 13, 2000 among Mafco
Holdings Inc., GSB Investments Corp., Golden State Bancorp
Inc., Credit Suisse First Boston International and Credit
Suisse First Boston Corporation.
Page 10 of 10
