<PAGE>
PAGE 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
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
0
NUMBER OF
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY EACH 2,339,640
REPORTING
PERSON WITH
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
2,339,640
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,339,640
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.44%
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
0
NUMBER OF
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY EACH 2,339,640
REPORTING
PERSON WITH
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
2,339,640
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,339,640
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.44%
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
0
NUMBER OF
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY EACH 2,339,640
REPORTING
PERSON WITH
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
2,339,640
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,339,640
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.44%
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
0
NUMBER OF
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY EACH 2,339,640
REPORTING
PERSON WITH
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
2,339,640
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,339,640
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.44%
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
2,339,640 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 2,339,640
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 2,339,640 shares of Common Stock are owned by
Occidental for its own account.
Transamerica is deemed to be the beneficial owner of
2,339,640 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, 1995 By: Richard N. Latzer
Chief Investment Officer
TRANSAMERICA INSURANCE CORPORATION OF
CALIFORNIA
February 14, 1995 By: Richard N. Latzer
Senior Vice President
Transamerica Corporation
Its Attorney-In-Fact
TRANSAMERICA INVESTMENT SERVICES, INC.
February 14, 1995 By: Richard N. Latzer
President and Chief Executive Officer
TRANSAMERICA CORPORATION
February 14, 1995 By: Richard N. Latzer
Senior Vice President and
Chief Executive 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, 1995 and any
amendments thereto, are filed on behalf of each of them.
TRANSAMERICA OCCIDENTAL LIFE INSURANCE
COMPANY
February 14, 1995 By: Richard N. Latzer
Chief Investment Officer
TRANSAMERICA INSURANCE CORPORATION OF
CALIFORNIA
February 14, 1995 By: Richard N. Latzer
Senior Vice President
Transamerica Corporation
Its Attorney-in-Fact
TRANSAMERICA INVESTMENT SERVICES, INC.
February 14, 1995 By: Richard N. Latzer
President and Chief
Executive Officer
TRANSAMERICA CORPORATION
February 14, 1995 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 subsidiary 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.
Management of the affairs of subsidiaries of
Transamerica, including decisions respecting dispositions and/or
voting of the shares of the Common Stock beneficially owned by such
subsidiaries, resides in respective officers and directors of the
subsidiaries and is not directed by Transamerica or other
subsidiaries. Accordingly, the filing of this Schedule 13G by
Transamerica and TICC is not intended as, and should not be deemed,
an acknowledgement of beneficial ownership or shared voting or
dispositive power by Transamerica or TICC of the shares of the
Common Stock beneficially owned by their respective subsidiaries,
such beneficial ownership or attribution or shared voting or
dispositive power being disclaimed.
Exhibit A
