SUNAMERICA INC
SC 13D/A, 1995-02-16
LIFE INSURANCE
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                                UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                                SCHEDULE 13D

                  Under the Securities Exchange Act of 1934
                             (Amendment No. 5)*

                        STANDARD BRANDS PAINT COMPANY
                              (Name of Issuer)

                                COMMON STOCK
                       (Title of Class of Securities)

                                 853156 10 7
                               (CUSIP Number)

                               SUSAN L. HARRIS
            VICE PRESIDENT, GENERAL COUNSEL - CORPORATE AFFAIRS 
                                 & SECRETARY
          1 SUNAMERICA CENTER, LOS ANGELES, CA 90067 (310) 772-6000
                (Name, Address and Telephone Number of Person
              Authorized to Receive Notices and Communications)

                              FEBRUARY 6, 1995
           (Date of Event which Required 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 / /.

Check the following box if a fee is being paid with the statement / /.  (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.) 
(See Rule 13d-7.)

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.

*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
disclosures provided in a prior cover page.

The information required on 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>
                                SCHEDULE 13D

CUSIP No. 853156 10 7                           Page 2 of 7 pages

1.    NAME OF REPORTING PERSON
      S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
      SunAmerica Inc. (86-0176061)

2.    CHECK THE APPROPRIATE BOX IF A MEMBER OF 
      A GROUP*                            (a) / /
                                          (b) / /
      Not Applicable

3.    SEC USE ONLY

4.    SOURCE OF FUNDS*
      Not Applicable

5.    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
      PURSUANT TO ITEMS 2(d) or 2(e)      / /
      Not Applicable

6.    CITIZENSHIP OR PLACE OR ORGANIZATION
      Maryland

                  7.    SOLE VOTING POWER
NUMBERS OF              1,299,363
  
  SHARES          8.    SHARED VOTING POWER
                        None, unless Reporting Person is deemed to share 
BENEFICIALLY            voting power on the shares described in Item 7
                        above with any other Reporting Persons herein
 OWNED BY               described by reason of affiliation.
                        
   EACH           9.    SOLE DISPOSITIVE POWER  
                        1,299,363                     
 REPORTING        
                  10.   SHARED DISPOSITIVE POWER
  PERSON                None, unless Reporting Person is deemed to share 
                        voting power on the shares described in Item 9
   WITH                 above with any other Reporting Persons herein
                        described by reason of affiliation.

11.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
      1,299,363

12.   CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES 
      CERTAIN SHARES*                     / /
      Not Applicable

13.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
      5.80%

14.   TYPE OF REPORTING PERSON*
      CO/HC

                    *SEE INSTRUCTIONS BEFORE FILLING OUT!
        INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
                 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND 
                         THE SIGNATURE ATTESTATION.

<PAGE>
                                SCHEDULE 13D

CUSIP No. 853156 10 7                           Page 3 of 7 pages

1.    NAME OF REPORTING PERSON
      S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
      Anchor National Life Insurance Company (86-0198983), a
      subsidiary of Sun Life Insurance Company of America, which is 
      described on page 4 hereof, which is a subsidiary of SunAmerica Inc.

2.    CHECK THE APPROPRIATE BOX IF A MEMBER OF 
      A GROUP*                            (a) / /
                                          (b) / /
      Not Applicable

3.    SEC USE ONLY

4.    SOURCE OF FUNDS*
      Not Applicable

5.    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
      PURSUANT TO ITEMS 2(d) or 2(e)      / /
      Not Applicable

6.    CITIZENSHIP OR PLACE OR ORGANIZATION
      California

                  7.    SOLE VOTING POWER
NUMBERS OF              637
  
  SHARES          8.    SHARED VOTING POWER
                        None, unless Reporting Person is deemed to share
BENEFICIALLY            voting power on the shares described in Item 7
                        above with any other Reporting Persons herein
 OWNED BY               described by reason of affiliation.
                        
   EACH           9.    SOLE DISPOSITIVE POWER  
                        637
 REPORTING        
                  10.   SHARED DISPOSITIVE POWER
  PERSON                None, unless Reporting Person is deemed to share 
                        voting power on the shares described in Item 9
   WITH                 above with any other Reporting Persons herein
                        described by reason of affiliation.

11.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
      637

12.   CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES 
      CERTAIN SHARES*                     / /
      Not Applicable

13.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
      .003%

14.   TYPE OF REPORTING PERSON*
      CO

                    *SEE INSTRUCTIONS BEFORE FILLING OUT!
        INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
                 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND 
                         THE SIGNATURE ATTESTATION.
                                SCHEDULE 13D

CUSIP No. 853156 10 7                           Page 4 of 7 pages

1.    NAME OF REPORTING PERSON
      S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
      Sun Life Insurance Company of America, a subsidiary of
      SunAmerica Inc.

2.    CHECK THE APPROPRIATE BOX IF A MEMBER OF 
      A GROUP*                            (a) / /
                                          (b) / /
      Not Applicable

3.    SEC USE ONLY

4.    SOURCE OF FUNDS*
      Not Applicable

5.    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
      PURSUANT TO ITEMS 2(d) or 2(e)      / /
      Not Applicable

6.    CITIZENSHIP OR PLACE OR ORGANIZATION
      Arizona

                  7.    SOLE VOTING POWER
NUMBERS OF              -0-
  
  SHARES          8.    SHARED VOTING POWER
                        None, unless Reporting Person is deemed to share
BENEFICIALLY            voting power on the shares described in Item 7
                        above with any other Reporting Persons herein
 OWNED BY               described by reason of affiliation.
                        
   EACH           9.    SOLE DISPOSITIVE POWER  
                        -0-
 REPORTING        
                  10.   SHARED DISPOSITIVE POWER
  PERSON                None, unless Reporting Person is deemed to share 
                        voting power on the shares described in Item 9
   WITH                 above with any other Reporting Persons herein
                        described by reason of affiliation.

11.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
      Not Applicable

12.   CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES 
      CERTAIN SHARES*                     / /
      Not Applicable

13.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
      Not Applicable

14.   TYPE OF REPORTING PERSON*
      CO

                    *SEE INSTRUCTIONS BEFORE FILLING OUT!
        INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
                 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND 
                         THE SIGNATURE ATTESTATION.


                                SCHEDULE 13D

CUSIP No. 853156 10 7                           Page 5 of 7 pages

1.    NAME OF REPORTING PERSON
      S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
      SunAmerica Financial, Inc., a wholly owned subsidiary of
      SunAmerica Inc.

2.    CHECK THE APPROPRIATE BOX IF A MEMBER OF
      A GROUP*                            (a) / /
                                          (b) / /
      Not Applicable

3.    SEC USE ONLY

4.    SOURCE OF FUNDS*
      Not Applicable

5.    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
      PURSUANT TO ITEMS 2(d) or 2(e)      / /
      Not Applicable

6.    CITIZENSHIP OR PLACE OR ORGANIZATION
      Georgia

                  7.    SOLE VOTING POWER
NUMBERS OF              -0-
  
  SHARES          8.    SHARED VOTING POWER
                        None, unless Reporting Person is deemed to share 
BENEFICIALLY            voting power on the shares described in Item 7
                        above with any other Reporting Persons herein
 OWNED BY               described by reason of affiliation.
                        
   EACH           9.    SOLE DISPOSITIVE POWER  
                        -0-
 REPORTING        
                  10.   SHARED DISPOSITIVE POWER
  PERSON                None, unless Reporting Person is deemed to share 
                        voting power on the shares described in Item 9
   WITH                 above with any other Reporting Persons herein
                        described by reason of affiliation.

11.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
      Not Applicable

12.   CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES 
      CERTAIN SHARES*                     / /
      Not Applicable

13.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
      Not Applicable

14.   TYPE OF REPORTING PERSON*
      CO

                    *SEE INSTRUCTIONS BEFORE FILLING OUT!
        INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
                 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND 
                         THE SIGNATURE ATTESTATION. 

                                          page 6 of 7 pages


                              SCHEDULE 13D
                             AMENDMENT NO. 5

This Amendment No. 5 to Schedule 13D (this "Amendment") is filed on behalf
of SunAmerica Inc. ("SAI"), Sun Life Insurance Company of America ("Sun
Life"), which is a wholly owned subsidiary of SAI, Anchor National Life
Insurance Company ("Anchor"), which is a wholly owned subsidiary of Sun
Life, and SunAmerica Financial, Inc., which is an indirect wholly owned
subsidiary of SAI.

The undersigned hereby amend Schedule 13D filed February 2, 1995, relating
to Standard Brands Paint Company (the "Issuer") common stock, par value
.01% per share (the "Stock"), in the respects hereinafter set forth. 
Unless otherwise indicated in this Amendment, capitalized terms used
herein shall have the same meanings as used or defined in Registrant's
prior filing on Schedule 13D.

ITEM 5.     INTEREST IN SECURITIES OF THE ISSUER.
            Item 5 is hereby amended to add the following:

(a) and (b)       SAI is the beneficial owner of 1,299,363 shares of Stock
of the Issuer, or 5.80% of the amount reported by the Issuer as
outstanding as of July 31, 1994, of which SAI has the sole power to vote
or to direct the vote and sole power to dispose or direct the disposition
of all the Stock owned by it, unless it is deemed to share voting power or
dispositive power with any other Reporting Person by reason of its
affiliation as described herein.

                  Anchor is the beneficial owner of 637 shares of Stock of
the Issuer, or .003% of the amount reported by the Issuer as outstanding
as of July 31, 1994, of which Anchor has the sole power to vote or to
direct the vote and sole power to dispose or direct the disposition of all
the Stock owned by it, unless it is deemed to share voting power or
dispositive power with any other Reporting Person by reason of its
affiliation as described herein.
<PAGE>
                                          page 7 of 7 pages

                                  SIGNATURE


            After reasonable inquiry and to the best of our knowledge and
belief, we certify that the information set forth in this Statement on Schedule
13D is true, complete and correct.

February 16, 1995                   SUNAMERICA INC.


                                    /s/ Jay S. Wintrob
                                    -----------------------------
                                    Jay S. Wintrob
                                    Executive Vice President


                                    SUN LIFE INSURANCE COMPANY
                                    OF AMERICA


                                    /s/ Jay S. Wintrob
                                    -----------------------------
                                    Jay S. Wintrob
                                    Executive Vice President


                                    ANCHOR NATIONAL LIFE
                                    INSURANCE COMPANY


                                    /s/ Jay S. Wintrob
                                    -----------------------------
                                    Jay S. Wintrob
                                    Executive Vice President


                                    SUNAMERICA FINANCIAL, INC.


                                    /s/ Scott L. Robinson
                                    -----------------------------
                                    Scott L. Robinson
                                    Treasurer





                                          










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