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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Standard Brands Paint Company
(Name of Issuer)
Common Stock, par value $0.01
(Title of Class of Securities)
85 3156206
(CUSIP Number)
Arthur W. Broslat
Corimon, S.A.C.A., Calle Hans Neumann
Edificio Corimon, Los Cortijos de Lourdes
Caracas, Venezuela 0171 011 (582) 203-5560
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
June 21, 1995
(Date of Event which Requires Filing of this Statement)
If a 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 this 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).
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--------------------
CUSIP NO. 85 3156206
--------------------
------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Corimon, S.A.C.A.
------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
------------------------------------------------------------
3. SEC USE ONLY
------------------------------------------------------------
4. SOURCE OF FUNDS
00
------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
[ ]
------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Venezuela
------------------------------------------------------------
7. SOLE VOTING POWER
17,501,493 shares (indirect)
----------------------------------------
8. SHARED VOTING POWER
NUMBER OF -0-
SHARES ----------------------------------------
BENEFICIALLY 9. SOLE DISPOSITIVE POWER
OWNED BY 17,613,852 shares (indirect) (consisting of
EACH 17,501,493 shares and 112,360 shares under the
REPORTING Libra Put Agreement)
PERSON ---------------------------------------
WITH 10. SHARED DISPOSITIVE POWER
-0-
------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
17,613,853 shares (indirect beneficial ownership) (consisting of
17,501,493 shares, and 112,360 shares under the Libra Put Agreement)
------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[ ]
------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
58.1% (indirect beneficial ownership)
------------------------------------------------------------
14. TYPE OF REPORTING PERSON
HC, CO
____________________________________________________________
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--------------------
CUSIP NO. 85 3156206
--------------------
------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Corimon International Holdings Limited
------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
------------------------------------------------------------
3. SEC USE ONLY
------------------------------------------------------------
4. SOURCE OF FUNDS
00
------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
[ ]
------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
------------------------------------------------------------
7. SOLE VOTING POWER
-0-
NUMBER OF ----------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY ----------------------------------------
EACH 9. SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON ---------------------------------------
WITH 10. SHARED DISPOSITIVE POWER
-0-
------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
-0-
------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[ ]
------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
------------------------------------------------------------
14. TYPE OF REPORTING PERSON
CO
____________________________________________________________
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--------------------
CUSIP NO. 85 3156206
--------------------
------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Corimon Corporation
------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
------------------------------------------------------------
3. SEC USE ONLY
------------------------------------------------------------
4. SOURCE OF FUNDS
00
------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
[ ]
------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
------------------------------------------------------------
7. SOLE VOTING POWER
17,501,493 shares
NUMBER OF ----------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY ----------------------------------------
EACH 9. SOLE DISPOSITIVE POWER
REPORTING 17,613,853 shares (consisting of 17,501,493
PERSON shares, and 112,360 shares under the Libra Put
WITH Agreement)
---------------------------------------
10. SHARED DISPOSITIVE POWER
-0-
------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
17,613,853 shares (consisting of 17,501,493 shares and 112,360 shares
under the Libra Put Agreement)
------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[ ]
------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
58.1%
------------------------------------------------------------
14. TYPE OF REPORTING PERSON
CO
____________________________________________________________
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This Amendment No. 2 to Statement on Schedule 13D
("Amendment No. 2") amends and supplements the Statement on Schedule
13D (the "Schedule 13D"), dated February 15, 1995, as amended and
supplemented by Amendment No. 1 to Statement on Schedule 13D, dated May
19, 1995, relating to the Common Stock, $0.01 par value ("Common
Stock"), of Standard Brands Paint Company, a Delaware corporation (the
"Company"). The principal executive offices of the Company are located
at 4300 West 190th Street, Torrance, California 90509. Capitalized
terms used herein but not otherwise defined herein shall have the
respective meanings assigned to such terms in the Schedule 13D.
On or about June 5, 1995, as part of a corporate
reorganization, Corimon International Holdings Limited ceased to be the
immediate parent company of Corimon Corporation. A newly formed Cayman
Islands corporation, Corimon Paint Holdings, Ltd., was substituted as
the parent company of Corimon Corporation. Inasmuch as this change
does not affect in any substantive way the Corimon group's ownership of
shares of the Common Stock of the Company, Corimon, S.A.C.A. and
Corimon Corporation intend to file future amendments, if any, to this
Statement on Schedule 13D jointly, without the inclusion of any
intermediate holding companies. Corimon Corporation remains the direct
owner of capital stock of the Company, and Corimon, S.A.C.A. remains
its ultimate parent company.
The Schedule 13D is hereby supplemented, but not replaced,
as follows:
Item 5. Interest in Securities of the Company.
(a) and (b) On June 21, 1995, Corimon Corporation converted
190,288 shares of Preferred Stock (being all the shares of Preferred
Stock it owned) into 1,529,161 shares of Common Stock, and Corimon
Corporation presently owns beneficially 17,613,853 shares of the Common
Stock (inclusive of 112,360 shares which it may have beneficial
ownership under the Libra Put Agreement). Certain other holders also
converted an aggregate of 1,011,781 shares of Preferred Stock owned by
them, into an aggregate of 8,130,709 shares of Common Stock, on or
about the same date.
Corimon Corporation has the stated right to
purchase up to 785,025 shares of Preferred Stock, convertible into up
to 6,308,489 shares of Common Stock, pursuant to the terms of the
Preferred Stock. However, only 367,980 shares of Preferred Stock are
outstanding and such shares are presently convertible into 2,957,101
shares of Common Stock. It is expected that if Corimon Corporation
were to attempt to purchase any such shares of Preferred Stock, the
holders thereof would convert such shares into Common Stock in advance
of Corimon Corporation's purchase, thereby effectively nullifying any
such purchase rights. Accordingly, Corimon Corporation believes that
it no longer has a beneficial interest in such shares of Preferred
Stock or Common Stock into which such Preferred Stock is convertible.
Except for such 112,360 shares under the Libra
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Put Agreement, such ownership by Corimon Corporation includes the sole
power to vote and dispose of such shares. Based on the foregoing,
Corimon Corporation beneficially owns 58.1% of the outstanding shares
of Common Stock.
(c) Except as set forth herein, no transactions in the
Common Stock have been effected during the past 60 days by the
Reporting Persons nor any other person controlling the Reporting
Persons nor, to the best of their knowledge, any of the persons named
in Schedules A, B and C to the Schedule 13D.
(d) No other person is known to have the right to receive
or the power to direct the receipt of dividends from, or the proceeds
from the sale of, the shares of Common Stock owned by Corimon
Corporation.
(e) As of June 5, 1995, Corimon International Holdings
Limited ("CIHL") ceased to be in the chain of ownership whereby
Corimon, S.A.C.A. indirectly owns beneficially 58.1% of the outstanding
shares of Common Stock, and CIHL thereby ceased to be a 5% or greater
beneficial owner.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this statement
is true, complete and correct.
CORIMON CORPORATION
By: /s/ Arthur W. Broslat
Name: Arthur W. Broslat
Title: Director
Date: June 26, 1995
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SIGNATURE
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this statement
is true, complete and correct.
CORIMON INTERNATIONAL HOLDINGS LIMITED
By: /s/ Arthur W. Broslat
Name: Arthur W. Broslat
Title: President
Date: June 26, 1995
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SIGNATURE
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this statement
is true, complete and correct.
CORIMON, S.A.C.A.
By: /s/ Arthur W. Broslat
Name: Arthur W. Broslat
Title: Executive Vice President
By: /s/ Charles D. Codrea
Name: Charles D. Codrea
Title: Vice President and Chief
Financial Officer
Date: June 26, 1995
