UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
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>
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) [X]
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 1,706,388
REPORTING
PERSON WITH
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
1,706,388
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,706,388
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.1%
12 TYPE OF REPORTING PERSON*
HC and IC
*SEE INSTRUCTION BEFORE FILLING OUT!<PAGE>
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) [X]
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 1,706,388
REPORTING
PERSON WITH
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
1,706,388
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,706,388
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.1%
12 TYPE OF REPORTING PERSON*
HC and IC
*SEE INSTRUCTION BEFORE FILLING OUT!<PAGE>
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) [X]
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 1,706,388
REPORTING
PERSON WITH
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
1,706,388
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,706,388
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.1%
12 TYPE OF REPORTING PERSON*
IA
*SEE INSTRUCTION BEFORE FILLING OUT!<PAGE>
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) [X]
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 1,706,388
REPORTING
PERSON WITH
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
1,706,388
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,706,388
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.1%
12 TYPE OF REPORTING PERSON*
HC
*SEE INSTRUCTION BEFORE FILLING OUT!<PAGE>
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.
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-2(b). 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>
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.
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
1,706,388 shares of Common Stock beneficially owned by its
subsidiary, Occidental. Occidental owns 835,691 of these shares
for its own account. Occidental is deemed the beneficial owner of
the remaining 870,697 shares, all of which are beneficially owned
by its subsidiary, Transamerica Life Insurance and Annuity Company
("TALIAC"). TALIAC owns these shares for its own account.
TIS is deemed to be the beneficial owner of 1,706,388
shares of Common Stock pursuant to separate arrangements whereby
TIS acts as investment adviser to certain individuals and entities,
including Occidental and TALIAC. 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.
Transamerica is deemed to be the beneficial owner of
1,706,388 shares of Common Stock because of its ownership of TICC
and TIS.
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.<PAGE>
CUSIP No. 853156-10-7 13G Page 8 of 11 Pages
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>
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 13, 1996 By /s/ Richard N. Latzer
__________________________________
Richard N. Latzer
Chief Investment Officer
TRANSAMERICA INSURANCE CORPORATION OF
CALIFORNIA
February 13, 1996 By /s/ Richard N. Latzer
__________________________________
Richard N. Latzer
Senior Vice President
Transamerica Corporation
Its Attorney-In-Fact
TRANSAMERICA INVESTMENT SERVICES, INC.
February 13, 1996 By /s/ Richard N. Latzer
__________________________________
Richard N. Latzer
President and Chief Executive Officer
TRANSAMERICA CORPORATION
February 13, 1996 By /s/ Richard N. Latzer
__________________________________
Richard N. Latzer
Senior Vice President and
Chief Investment Officer<PAGE>
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 13, 1996 and any
amendments thereto, are filed on behalf of each of them.
TRANSAMERICA OCCIDENTAL LIFE INSURANCE
COMPANY
February 13, 1996 By /s/ Richard N. Latzer
_______________________________
Richard N. Latzer
Chief Investment Officer
TRANSAMERICA INSURANCE CORPORATION OF
CALIFORNIA
February 13, 1996 By /s/ Richard N. Latzer
_______________________________
Richard N. Latzer
Senior Vice President,
Transamerica Corporation
Its Attorney-in-Fact
TRANSAMERICA INVESTMENT SERVICES, INC.
February 13, 1996 By /s/ Richard N. Latzer
_______________________________
Richard N. Latzer
President and Chief Executive Officer
TRANSAMERICA CORPORATION
February 13, 1996 By /s/ Richard N. Latzer
_______________________________
Richard N. Latzer
Senior Vice President and
Chief Investment Officer<PAGE>
CUSIP No. 853156-10-7 13G Page 11 of 11 Pages
Occidental and TALIAC are insurance companies as
defined in Section 3(a)(19) of the Securities Exchange Act of 1934.
TALIAC is a wholly owned subsidiary of Occidental. 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, TICC and Occidental is not intended as, and should
not be deemed, an acknowledgement of beneficial ownership or shared
voting or dispositive power by them 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<PAGE>
