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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): August 16, 1995
STANDARD BRANDS PAINT COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
1-4505 95-6029682
(Commission file number) (I.R.S. employer
identification number)
4300 West 190th Street, Torrance, CA 90509-2956
(Address of principal (Zip Code)
executive offices)
(310) 214-2411
(Registrant's telephone number
including area code)
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Item 5. Other Events.
At the annual stockholders meeting of Standard Brands Paint
Company (the "Company"), held on August 16, 1995, the nine nominees for
director, who had been proposed in the Company's proxy statement, were all
elected to one year terms, and the stockholders also ratified the
appointment of Price Waterhouse LLP as the Company's independent auditors
for the current fiscal year.
At a meeting of the board of directors held immediately after
the stockholders meeting, Arthur W. Broslat was elected Chairman of the
Board and Chief Executive Officer of the Company, and Deborah Hicks Midanek
was elected Vice Chair of the Board. Mr. Broslat is the President of
Corimon, S.A.C.A. ("Corimon"), which owns beneficially approximately 55% of
the Company's common stock. Ms. Midanek is one of the Company's
independent directors.
However, effective August 16, 1995, Juan J. Gramage resigned as
General Manager, President and Chief Operating Officer and Director of the
Company. Mr. Gramage continues to be employed by Dakota Services, another
Corimon subsidiary in the United States. Also, in July 1995, Thomas A.
White advised the Company that he would be resigning as a Director of the
Company in order to become Vice President of Manufacturing for Valspar
Corporation. Both Mr. Gramage and Mr. White had been representatives of
Corimon on the Company's board of directors. Neither Mr. Gramage nor Mr.
White expressed any disagreement with the Company on any matter relating to
the Company's operations, policies or practices.
At the suggestion of Corimon, at the same board meeting, the
board of directors elected Mr. Jorge Sans, who is a Vice President of
Corimon, to be an additional director of the Company. The board of
directors therefore currently consists of eight members, four of whom
represent Corimon and four of whom are independent directors. In addition
to Mr. Broslat, Mr. Sans and Ms. Midanek, the directors include Gustavo
Jose Blanco Uribe and Roland F. Breault (representing Corimon) and Richard
L. Boje, Robert N. Dangremond and William E. Yingling (independent
directors).
Jorge Sans, age 37, is Vice President of Latin American Retail
Operations of Corimon, S.A.C.A. and a member of its Executive Committee.
He joined Corimon in January 1993 and previously worked 10 years in the
consumers image division of Kodak in Venezuela and 2 years as General
Manager of Uni Photo, a chain of 60 photographic stores. At
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Corimon, he started as General Manager of Wantzelius, retail paint stores.
He currently is responsible for the retail operations in the Latin American
countries where Corimon operates, including Venezuela, Colombia, Mexico and
Argentina.
Although Corimon has the power to designate seven of ten
directors of the Company (if the Company were to have its full complement
of directors), Corimon has not exercised that power in full, but may do so
in the future.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
Dated: August 23, 1995
STANDARD BRANDS PAINT COMPANY
(Registrant)
By: /s/ EDWARD A. DRURY
Name: Edward A. Drury
Title: Vice President and
Corporate Secretary
