BOSTON PARTNERS ASSET MANAGEMENT L P, SC 13G/A, 1999-02-16

BOSTON PARTNERS ASSET MANAGEMENT L P
SC 13G/A, 1999-02-16
INVESTMENT ADVICE

Previous: BOSTON PARTNERS ASSET MANAGEMENT L P, SC 13G, 1999-02-16

Next: BOSTON PARTNERS ASSET MANAGEMENT L P, SC 13G, 1999-02-16

<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(AMENDMENT NO. 3 )*
---

Golden State Bancorp Inc.
- -------------------------------------------------------------------------------
(Name of Issuer)

Common Stock, $1.00 par value
- -------------------------------------------------------------------------------
(Title of Class of Securities)

381197102
-----------------
(CUSIP Number)

December 31, 1998 - Amendment pursuant to Rule 13d-2(b)
- -------------------------------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:

[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).

<PAGE> 2

<TABLE>
<CAPTION>
- ---------------------------------- ----------------------------------------
CUSIP NO. 381197102 13G Page 1 of 3 Pages
-------- -------
- ---------------------------------- ----------------------------------------
<C> <S> <C>
- -----------------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Boston Partners Asset Management, L.P.

- -----------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
Not applicable

- -----------------------------------------------------------------------------------------
3 SEC USE ONLY

- -----------------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

- -----------------------------------------------------------------------------------------
5 SOLE VOTING POWER

NUMBER OF -0- shares
SHARES ---------------------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY
EACH 1,830,640 shares
REPORTING ---------------------------------------------------------------
PERSON 7 SOLE DISPOSITIVE POWER
WITH
-0- shares
---------------------------------------------------------------
8 SHARED DISPOSITIVE POWER

1,830,640 shares
- -----------------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,830,640 shares
- -----------------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN [ ]
SHARES*

Not applicable
- -----------------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

1.4 %

- -----------------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON *

- -----------------------------------------------------------------------------------------
</TABLE>

*SEE INSTRUCTIONS BEFORE FILLING OUT!

<PAGE> 3

<TABLE>
<CAPTION>
- ---------------------------------- ----------------------------------------
CUSIP NO. 381197102 13G Page 2 of 3 Pages
-------- -------
- ---------------------------------- ----------------------------------------
<C> <S> <C>
- -----------------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Boston Partners, Inc.

- -----------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
Not applicable

- -----------------------------------------------------------------------------------------
3 SEC USE ONLY

- -----------------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

- -----------------------------------------------------------------------------------------
5 SOLE VOTING POWER

1,830,640 shares
- -----------------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,830,640 shares
- -----------------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN [ ]
SHARES*

Not applicable
- -----------------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

1.4%

- -----------------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON *

- -----------------------------------------------------------------------------------------
</TABLE>

*SEE INSTRUCTIONS BEFORE FILLING OUT!

<PAGE> 4

<TABLE>
<CAPTION>
- ---------------------------------- ----------------------------------------
CUSIP NO. 381197102 13G Page 3 of 3 Pages
-------- -------
- ---------------------------------- ----------------------------------------
<C> <S> <C>
- -----------------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Desmond John Heathwood

- -----------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
Not applicable

- -----------------------------------------------------------------------------------------
3 SEC USE ONLY

- -----------------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION

United States

- -----------------------------------------------------------------------------------------
5 SOLE VOTING POWER

1,830,640 shares
- -----------------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,830,640 shares
- -----------------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN [ ]
SHARES*

Not applicable
- -----------------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

1.4%

- -----------------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON *

- -----------------------------------------------------------------------------------------
</TABLE>

*SEE INSTRUCTIONS BEFORE FILLING OUT!

<PAGE> 5

Item 1(a). Name of Issuer: Golden State Bancorp Inc. (the "Issuer").

Item 1(b). Address of Issuer's Principal Executive Offices: 135 Main
Street, San Francisco,CA 94105

Item 2(a). Names of Persons Filing: Boston Partners Asset Management,
L.P. ("BPAM"), Boston Partners, Inc. ("Boston Partners"), and
Desmond John Heathwood. BPAM, Boston Partners, and Mr.
Heathwood are sometimes referred to collectively herein as the
"Reporting Persons."

Item 2(b). Address of Principal Business Office or, if None, Residence:
The address of the principal business office of BPAM, Boston
Partners, and Mr. Heathwood is 28 State Street, 20th Floor,
Boston, MA 02109.

Item 2(c). Citizenship: BPAM is a Delaware limited partnership. Boston
Partners is a Delaware corporation. Mr. Heathwood is a United
States citizen.

Item 2(d). Title of Class of Securities: Common Stock, $1.00 par value
("Common Stock").

Item 2(e). CUSIP Number: 381197102

Item 3. If this statement is filed pursuant to Rule 13d-1(b) or
13d-2(b) or (c), check whether the person filing is a:

(a) [ ] Broker or dealer registered under
section 15 of the Act (15 U.S.C. 78o).

(b) [ ] Bank as defined in section 3(a)(6) of
the Act (15 U.S.C. 78c).

(d) [ ] Investment company registered under
section 8 of the Investment Company
Act of 1940 (15 U.S.C. 80a-8).

(e) [ X ] An investment adviser in accordance
with Rule 13d-1(b)(1)(ii)(E);

(f) [ ] An employee benefit plan or endowment
fund in accordance with Rule
13d-1(b)(1)(ii)(F);

(g) [ ] A parent holding company or control
person in accordance with Rule
13d-1(b)(1)(ii)(G);

<PAGE> 6

(h) [ ] A savings association as defined in
section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813);

(i) [ ] A church plan that is excluded from the
definition of an investment company
under section 3(c)(14) of the
Investment Company Act of 1940 (15
U.S.C. 80a-3);

(j) [ ] Group, in accordance with Rule
13d-1(b)(1)(ii)(J).

Item 4. Ownership.

(a) Amount Beneficially Owned: Each of the Reporting Persons may
be deemed to own beneficially 1,830,640 shares of Common Stock
at December 31, 1998. BPAM owns of record 1,830,640 shares
of Common Stock. As sole general partner of BPAM, Boston
Partners may be deemed to own beneficially all of the shares
of Common Stock that BPAM may be deemed to own beneficially.
As principal stockholder of Boston Partners, Mr. Heathwood may
be deemed to own beneficially all of the Common Stock that
Boston Partners may be deemed to own beneficially. Therefore,
each of the Reporting Persons may be deemed to own
beneficially 1,830,640 shares of Common Stock of the Issuer.

(b) Percent of Class: 1.4% for all Reporting Persons. The
foregoing percentage is calculated based on the 128,655,138
shares of Common Stock outstanding on October 31, 1998, as
reported on the Form 10-Q for the quarter ended September 30,
1998.

(i) sole power to vote or to direct the vote: 0 shares
for all Reporting Persons.

(ii) shared power to vote or to direct the vote: 1,830,640
shares for all Reporting Persons.

(iii) sole power to dispose or to direct the disposition
of: 0 shares for all Reporting Persons.

(iv) shared power to dispose or to direct the disposition
of: 1,830,640 shares for all Reporting Persons.

Pursuant to Rule 13d-4, each of Boston Partners and Mr.
Heathwood expressly disclaims beneficial ownership of any
shares of Common Stock of the Issuer.

Item 5. Ownership of Five Percent or Less of a Class.

<PAGE> 7

If this statement is being filed to report the fact that as of
the date hereof the Reporting Persons have ceased to be the
beneficial owners of more than five percent of the Common
Stock of the Issuer, check the following [ X ].

Item 6. Ownership of More than Five Percent on Behalf of Another
Person.

BPAM holds all of the above 1,830,640 shares under management
for its clients, who have the right to direct the receipt of
dividends, to receive dividends from such shares and to
receive the proceeds from the sale of such shares. None of
these clients holds more than five percent of the Common Stock
of the Issuer.

Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company.

Not applicable.

Item 8. Identification and Classification of Members of the Group.

Not applicable. BPAM, Boston Partners and Mr. Heathwood
expressly disclaim membership in a "group" as defined in Rule
13d-5(b)(1).

Item 9. Notice of Dissolution of Group.

Not applicable.

Item 10. Certification.

By signing below we certify that, to the best of our knowledge
and belief, the securities referred to above were acquired and
are held in the ordinary course of business and were not
acquired and are not held for the purpose of or with the
effect of changing or influencing the control of the issuer of
the securities and were not acquired and are not held in
connection with or as participant in any transaction having
that purpose or effect.

<PAGE> 8

SIGNATURE

After reasonable inquiry and to the best of our knowledge and
belief, we certify that the information set forth in this statement is true,
complete and correct. We also hereby agree to file this statement jointly
pursuant to the agreement set forth as Exhibit 1 hereto.

Dated: February 12, 1999

BOSTON PARTNERS ASSET MANAGEMENT, L.P.

By: Boston Partners, Inc.,
its general partner

By: /s/ Mary Ann Iudice
-------------------
William J. Kelly
Treasurer and Senior Vice President
by: Mary Ann Iudice
Attorney-in-Fact*

BOSTON PARTNERS, INC.

By: /s/ Mary Ann Iudice
-------------------
William J. Kelly
Treasurer and Senior Vice President
by: Mary Ann Iudice
Attorney-in-Fact*

/s/ Mary Ann Iudice
- -------------------
Desmond John Heathwood
by: Mary Ann Iudice
Attorney-in-Fact**

* Signed pursuant to a Power of Attorney executed by William J. Kelly, a
copy of which is filed herewith.

** Signed pursuant to a Power of Attorney executed by Desmond John
Heathwood, a copy of which is filed herewith.

<PAGE> 9

Exhibit 1

AGREEMENT

Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of
1934, the undersigned hereby agree that only one statement containing the
information required by Schedule 13G need be filed with respect to the
ownership by each of the undersigned of shares of Common Stock of Golden State
Bancorp Inc.

This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original.

EXECUTED this 12th day of February, 1999.

BOSTON PARTNERS ASSET MANAGEMENT, L.P.

By: Boston Partners, Inc.
its general partner

By: /s/ Mary Ann Iudice
-------------------
William J. Kelly
Treasurer and Senior Vice President
by: Mary Ann Iudice
Attorney-in-Fact*

BOSTON PARTNERS, INC.

By: /s/ Mary Ann Iudice
-------------------
William J. Kelly
Treasurer and Senior Vice President
by: Mary Ann Iudice
Attorney-in-Fact*

/s/ Mary Ann Iudice
- -------------------
Desmond John Heathwood
by: Mary Ann Iudice
Attorney-in-Fact**

* Signed pursuant to a Power of Attorney executed by William J. Kelly, a
copy of which is filed herewith.

** Signed pursuant to a Power of Attorney executed by Desmond John
Heathwood, a copy of which is filed herewith.

<PAGE> 1
POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned, Desmond John
Heathwood, hereby constitutes and appoints William J. Kelly and Mary Ann Iudice
his true and lawful attorneys-in-fact and agents, for him and in his name,
place and stead, to sign any Schedule 13G or Schedule 13D relating to
beneficial ownership and changes in beneficial ownership of equity securities
of the companies set forth on Exhibit A hereto (each, a "Company" and,
collectively, the "Companies"), and any amendment thereto, and to file the
same, with all exhibits thereto and other documents in connection therewith,
with the U.S. Securities and Exchange Commission, and submit copies thereof to
any securities exchange or automated quotation system and to the applicable
Company, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite or necessary
to be done, as fully to all intents and purposes as the undersigned might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents may lawfully do or cause to be done by virtue
hereof. This power-of-attorney shall expire at such time as the undersigned
ceases to be subject to filing requirements under Section 13(d) and/or 13(g)
under the Securities and Exchange Act of 1934, as amended, with respect to the
Companies.

/s/ Desmond John Heathwood
--------------------------
Desmond John Heathwood

Dated: February 9, 1998

<PAGE> 2

EXHIBIT A

Companies Subject to Power of Attorney
Dated as of February 9, 1998

American General Hospitality Corporation
Bank Plus Corporation
Calpine Corporation
Chris-Craft Industries, Inc.
Golden State Bancorp, Inc.
Mid-America Apartment Communities, Inc.
Public Service Company of New Mexico
RFS Hotel Investors, Inc.
Security-Connecticut Corporation
Shopko Stores, Inc.
SLM Holding Corporation
The Vanguard Group, Gemini II Inc. (closed end fund)
Wang Laboratories, Inc.
Allmerica Financial Corporation
BJ's Wholesale Club, Inc.
Bowne & Co., Inc.
Caltec Net Lease Realty, Inc.
Chiquita Brands International, Inc.
Equity Inns, Inc.
Harcourt General, Inc.
Highlands Insurance Group, Inc.
Horace Mann Educators Corporation
IPC Holdings, Ltd.
Long Island Lighting Company
Moog, Inc.
National Presto Industries, Inc.
PFF Bancorp, Inc.
WMS Industries Inc.
Woolworth Corporation

<PAGE> 1
POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned, William J. Kelly,
Treasurer and Senior Vice President of Boston Partners, Inc., hereby
constitutes and appoints Mary Ann Iudice his true and lawful attorney-in-fact
and agent, for him and in his name, place and stead, to sign any Schedule 13G
or Schedule 13D relating to beneficial ownership and changes in beneficial
ownership of equity securities of the companies set forth on Exhibit A hereto
(each, a "Company" and, collectively, the "Companies"), and any amendment
thereto, and to file the same, with all exhibits thereto and other documents in
connection therewith, with the U.S. Securities and Exchange Commission, and
submit copies thereof to any securities exchange or automated quotation system
and to the applicable Company, granting unto said attorney-in-fact and agent
full power and authority to do and perform each and every act and thing
requisite or necessary to be done, as fully to all intents and purposes as the
undersigned might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent may lawfully do or cause to be done by
virtue hereof. This power-of-attorney shall expire at such time as Boston
Partners, Inc. ceases to be subject to filing requirements under Section 13(d)
and/or 13(g) under the Securities and Exchange Act of 1934, as amended, with
respect to the Companies.

/s/ William J. Kelly
--------------------
William J. Kelly

Dated: February 8, 1998

<PAGE> 2

EXHIBIT A

Companies Subject to Power of Attorney
Dated as of February 9, 1998

American General Hospitality Corporation
Bank Plus Corporation
Calpine Corporation
Caltec Net Lease Realty, Inc.
Chris-Craft Industries, Inc.
Golden State Bancorp, Inc.
Mid-America Apartment Communities, Inc.
Public Service Company of New Mexico
RFS Hotel Investors, Inc.
Security-Connecticut Corporation
Shopko Stores, Inc.
SLM Holding Corporation
The Vanguard Group, Gemini II Inc. (closed end fund)
Wang Laboratories, Inc.
WMS Industries Inc.
Woolworth Corporation

<PAGE> 3

CERTIFICATE OF THE SECRETARY

The undersigned, Desmond John Heathwood, Secretary of Boston Partners,
Inc., a Delaware corporation (the "Company"), DOES HEREBY CERTIFY THAT the
resolutions set forth below are true and correct copies of resolutions adopted
by the Board of Directors of the Company by unanimous written consent dated
February 9, 1998; and such resolutions are in full force and effect on the date
hereof:

Resolutions Adopted by the
Board of Directors of Boston Partners, Inc.
by Unanimous Written Consent Dated February 9, 1998

RESOLVED, that each officer of the Company who may be
required to sign and execute any Schedule 13G or Schedule 13D
relating to beneficial ownership and changes in beneficial
ownership of equity securities with respect to which the Company is
subject to filing requirements under Section 13(d) or 13(g) under
the Securities and Exchange Act of 1934, as amended ("Section 13
Filings"), be and hereby is authorized to execute a power of
attorney appointing Mary Ann Iudice his true and lawful
attorney-in-fact and agent, for him and in his name, place and
stead, to sign any Section 13 Filings, and any amendment thereto,
and to file the same, with all exhibits thereto and other documents
in connection therewith, with the U.S. Securities and Exchange
Commission, and submit copies thereof to any securities exchange or
automated quotation system and to the applicable Company, granting
unto said attorney-in-fact and agent full power and authority to do
and perform each and every act and thing requisite or necessary to
be done, as fully to all intents and purposes as the undersigned
might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent may lawfully do or cause to be
done by virtue hereof.

WITNESS my hand and the seal of the Company this 9th day of February, 1998.

/s/ Desmond John Heathwood
--------------------------
[Corporate Seal] Desmond John Heathwood
Secretary