<PAGE>
PAGE 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Standard Brands Paint Company
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
853156-10-7
(CUSIP Number)
Check the following box if a fee is being paid with this statement [ ].
(A fee is not required only if the filing 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).
*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>
PAGE 2
CUSIP No. 853156-10-7 13G Page 2 of 11 Pages
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Transamerica Occidental Life Insurance Company
95-1060502
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
California
5 SOLE VOTING POWER
NUMBER OF 0
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY EACH
REPORTING 2,390,640
PERSON WITH
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
2,390,640
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,390,640
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.70%
12 TYPE OF REPORTING PERSON*
IC
*SEE INSTRUCTION BEFORE FILLING OUT!<PAGE>
PAGE 3
CUSIP No. 853156-10-7 13G Page 3 of 11 Pages
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Transamerica Insurance Corporation of California
95-2634355
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
California
5 SOLE VOTING POWER
NUMBER OF 0
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY EACH
REPORTING 2,390,640
PERSON WITH
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
2,390,640
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,390,640
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.70%
12 TYPE OF REPORTING PERSON*
HC and IC
*SEE INSTRUCTION BEFORE FILLING OUT!<PAGE>
PAGE 4
CUSIP No. 853156-10-7 13G Page 4 of 11 Pages
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Transamerica Investment Services, Inc.
94-1632699
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
NUMBER OF 0
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY EACH
REPORTING 2,390,640
PERSON WITH
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
2,390,640
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,390,640
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.70%
12 TYPE OF REPORTING PERSON*
IA
*SEE INSTRUCTION BEFORE FILLING OUT!<PAGE>
PAGE 5
CUSIP No. 853156-10-7 13G Page 5 of 11 Pages
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Transamerica Corporation
94-0932740
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
NUMBER OF 0
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY EACH
REPORTING 2,390,640
PERSON WITH
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
2,390,640
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,390,640
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.70%
12 TYPE OF REPORTING PERSON*
HC
*SEE INSTRUCTION BEFORE FILLING OUT!<PAGE>
PAGE 6
CUSIP No. 853156-10-7 13G Page 6 of 11 Pages
Item 1(a). Name of Issuer.
Standard Brands Paint Company (the "Issuer").
Item 1(b). Address of Issuer's Principal Executive Offices.
4300 West 190th Street, Torrance, California 90509.
Item 2(a). Name of Person Filing.
This statement is filed by Transamerica Occidental Life
Insurance Company ("Occidental"); Transamerica Insurance Corporation of
California, the parent of Occidental ("TICC"); Transamerica Investment
Services, Inc. ("TIS"); and Transamerica Corporation, the parent of
TICC and TIS ("Transamerica") (collectively, the "Companies").
Item 2(b). Address of Principal Business Office or, if none,
Residence.
The address of Transamerica is 600 Montgomery Street, San
Francisco, California 94111, and the address of each of the other
Companies is 1150 South Olive Street, Los Angeles, California 90015.
Item 2(c). Citizenship.
Occidental and TICC are California corporations, and
Transamerica and TIS are Delaware corporations.
Item 2(d). Title of Class of Securities.
Common Stock, $.01 par value ("Common Stock").
Item 2(e). CUSIP Number.
853156-10-7
Item 3. Type of Reporting Person.
Each of the Companies is filing this statement pursuant to
Rule 13d-1(b)(2). Occidental is an insurance company as defined in
Section 3(a)(19) of the Securities Exchange Act of 1934; TICC is an
insurance company as defined in Section 3(a)(19) of the Securities
Exchange Act of 1934 and a parent holding company in accordance with
Rule 13d-1(b)(1)(ii)(G); TIS is an investment adviser registered under
Section 203 of the Investment Advisers Act of 1940; and Transamerica is
a parent holding company in accordance with Rule 13d-1(b)(1)(ii)(G).
<PAGE>
PAGE 7
CUSIP No. 853156-10-7 13G Page 7 of 11 Pages
Item 4. Ownership.
Reference is hereby made to Items 5-9 and 11 of each of the
cover pages to this statement, which items are incorporated by
reference herein.
On March 3, 1993 the Issuer filed a Fourth Amended Joint
Plan of Reorganization which was confirmed by the Bankruptcy Court on
May 14, 1993. In connection with the reorganization of the Issuer,
Occidental and Transamerica Life Insurance and Annuity Company
("TALIAC"), a subsidiary of TICC and an indirect subsidiary of
Transamerica, entered into a certain Amended and Restated Loan
Agreement, dated as of June 14, 1993 by and among the Issuer, Standard
Brands Paint Co., Standard Brands Realty Co., Inc., and The Art Store,
as borrowers, Sun Life Insurance Company of America, Anchor National
Life Insurance Co., Occidental and TALIAC, as lenders, and Occidental,
as servicing agent (the "Loan Agreement"). The Loan Agreement provides
that if the requisite lenders under the Loan Agreement nominate a
person to serve on the Issuer's Board of Directors, the Issuer shall
use its best efforts to cause such person to serve on its Board. An
event of default would occur under the Loan Agreement if any person so
nominated is not elected to serve.
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More Than Five Percent on Behalf of Another
Person.
TICC is deemed to be the beneficial owner of the 2,390,640
shares of Common Stock beneficially owned by its subsidiary,
Occidental, all of which are owned by Occidental for its own account.
TIS is deemed to be the beneficial owner of 2,390,640
shares of Common Stock pursuant to separate arrangements whereby TIS
acts as investment adviser to certain individuals and entities,
including Occidental. Each of the individuals and entities for which
TIS acts as investment adviser has the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of,
the securities purchased or held pursuant to such arrangements. All
2,390,640 shares of Common Stock are owned by Occidental for its own
account.
Transamerica is deemed to be the beneficial owner of
2,390,640 shares of Common Stock because of its ownership of TICC and
TIS.
<PAGE>
PAGE 8
CUSIP No. 853156-10-7 13G Page 8 of 11 Pages
To the knowledge of the Companies, no other person has the
right to receive or the power to direct the receipt of dividends from,
or the proceeds from the sale of, the Common Stock.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent
Holding Company.
TICC and Transamerica are filing this statement pursuant to
Rule 13d-1(b)(1)(ii)(G) and not pursuant to Rule 13d-1(c). The
identity and Item 3 classification of their relevant subsidiaries are
set forth on Exhibit A attached hereto and incorporated herein by
reference.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below the undersigned certify that, to the best
of their knowledge and belief, the securities referred to above were
acquired in the ordinary course of business and were not acquired for
the purpose of and do not have the effect of changing or influencing
the control of the issuer of such securities and were not acquired in
connection with or as a participant in any transaction having such
purposes or effect.
<PAGE>
PAGE 9
CUSIP No. 853156-10-7 13G Page 9 of 11 Pages
Signature
After reasonable inquiry and to the best of their knowledge
and belief, the undersigned certify that the information set forth in
this statement is true, complete and correct.
TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY
February 14, 1994 By: Richard N. Latzer
Chief Investment Officer
TRANSAMERICA INSURANCE CORPORATION OF
CALIFORNIA
February 14, 1994 By: Richard N. Latzer
Senior Vice President
Transamerica Corporation
Its Attorney-In-Fact
TRANSAMERICA INVESTMENT SERVICES, INC.
February 14, 1994 By: Richard N. Latzer
President and Chief Executive Officer
TRANSAMERICA CORPORATION
February 14, 1994 By: Richard N. Latzer
Senior Vice President and
Chief Investment Officer<PAGE>
PAGE 10
CUSIP No. 853156-10-7 13G Page 10 of 11 Pages
Pursuant to rule 13d-1(f)(1) under the Securities Exchange
Act of 1934, the undersigned, Transamerica Occidental Life Insurance
Company, a California corporation, Transamerica Insurance Corporation
of California, a California corporation, Transamerica Investment
Services, Inc., a Delaware Corporation, and Transamerica Corporation, a
Delaware corporation, and each of them, hereby agree that the statement
on Schedule 13G, dated February 14, 1994 and any amendments thereto,
are filed on behalf of each of them.
TRANSAMERICA OCCIDENTAL LIFE INSURANCE
COMPANY
February 14, 1994 By: Richard N. Latzer
Chief Investment Officer
TRANSAMERICA INSURANCE CORPORATION OF
CALIFORNIA
February 14, 1994 By: Richard N. Latzer
Senior Vice President
Transamerica Corporation
Its Attorney-in-Fact
TRANSAMERICA INVESTMENT SERVICES, INC.
February 14, 1994 By: Richard N. Latzer
President and Chief
Executive Officer
TRANSAMERICA CORPORATION
February 14, 1994 By: Richard N. Latzer
Senior Vice President and
Chief Investment Officer
<PAGE>
PAGE 11
CUSIP No. 853156-10-7 13G Page 11 of 11 Pages
Occidental is an insurance company as defined in
Section 3(a)(19) of the Securities Exchange Act of 1934. Occidental is
a wholly owned subsidiaries of TICC.
TICC is an insurance company as defined in Section 3(a)(19)
of the Securities Exchange Act of 1934. TIS is an investment adviser
registered under Section 203 of the Investment Advisers Act of 1940.
Both TICC and TIS are wholly owned subsidiaries of Transamerica.
Exhibit A
