SCHEDULE 13D
Amendment No. 5
Standard Brands Paint Company
Common Stock
Cusip # 853156107
Filing Fee: No
Cusip # 853156107
Item 1: Reporting Person - FMR Corp. - (Tax ID: 04-2507163)
Item 4: PF
Item 6: Commonwealth of Massachusetts
Item 7: None
Item 8: None
Item 9: None
Item 10: None
Item 11: 0
Item 13: 0.00%
Item 14: HC
PREAMBLE
The filing of this Schedule 13D is not, and should not be
deemed to be, an admission that such Schedule 13D is required to
be filed. See the discussion under Item 2.
Item 1. Security and Issuer.
This statement relates to shares of the Common Stock, $0.01
par value (the "Shares") of Standard Brands Paint Company, a
Delaware corporation (the "Company"). The principal executive
offices of the Company are located at 430 West 190th Street,
Torrance, CA 90509.
Item 2. Identity and Background.
Item 2 is amended as follows:
This statement is being filed by FMR Corp., a Massachusetts
Corporation ("FMR"). FMR is a holding company one of whose
principal assets is the capital stock of a wholly-owned
subsidiary, Fidelity Management & Research Company ("Fidelity"),
which is also a Massachusetts corporation. Fidelity is an
investment advisor which is registered under Section 203 of the
Investment Advisors Act of 1940 and which provides investment
advisory services to more than 30 investment companies which are
registered under Section 8 of the Investment Company Act of 1940
and serves as investment advisor to certain other funds which are
generally offered to limited groups of investors (the "Fidelity
Funds"). Fidelity Management Trust Company ("FMTC"), a wholly-
owned subsidiary of FMR Corp. and a bank as defined in Section
3(a)(6) of the Securities Exchange Act of 1934, serves as trustee
or managing agent for various private investment accounts,
primarily employee benefit plans and serves as investment adviser
to certain other funds which are generally offered to limited
groups of investors (the "Accounts"). Various directly or
indirectly held subsidiaries of FMR are also engaged in
investment management, venture capital asset management,
securities brokerage, transfer and shareholder servicing and real
estate development. The principal offices of FMR, Fidelity, and
FMTC are located at 82 Devonshire Street, Boston, Massachusetts
02109.
Edward C. Johnson 3d owns 24.9% of the outstanding voting
common stock of FMR. Mr. Johnson 3d is Chairman of FMR Corp.
The business address and principal occupation of Mr. Johnson 3d
is set forth in Schedule A hereto.
The name, residence or business address, principal
occupation or employment and citizenship of each of the executive
officers and directors of FMR are set forth in Schedule A hereto.
Within the past five years, none of the persons named in
this Item 2 or listed on Schedule A has been convicted in any
criminal proceeding (excluding traffic violations or similar
misdemeanors) or has been a party to any civil proceeding and as
a result thereof was or is subject to any judgment, decree or
final order enjoining future violations of, or prohibiting or
mandating activities subject to federal or state securities laws
or finding any violations with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is amended by adding the following:
On May 29, 1996, the Shares beneficially owned by a Fidelity
Fund and an Account decreased by 9,797,683 Shares as a result of
a privately negotiated sale for cash. The attached Schedule B
sets forth Shares sold since March 24, 1996.
Item 4. Purpose of Transaction.
Item 4 is amended as follows:
The purpose of Fidelity in having the Fidelity Funds and the
Accounts purchase Shares was to acquire an equity interest in the
Company in pursuit of specified investment objectives established
by the Board of Trustees of the Fidelity Funds and by the
investors in the Accounts.
In the future, Fidelity may have the Fidelity Funds and the
Accounts purchase Shares subject to a number of factors,
including, among others, the availability of Shares of sale at
what they consider to be reasonable prices and other investment
opportunities that may be available to the Fidelity Funds and
Accounts.
Fidelity intends to review continuously the equity position
of the Fidelity Funds and Accounts in the Company. Depending
upon future evaluations of the business prospects of the Company
and upon other developments, including, but not limited to,
general economic and business conditions and money market and
stock market conditions, Fidelity may determine to increase the
equity interest in the Company by acquiring Shares in the future.
Fidelity has no present plan or proposal which relates to or
would result in (i) an extraordinary corporate transaction, such
as a merger, reorganization, liquidation, or sale of transfer of
a material amount of assets involving the Company or any of its
subsidiaries, (ii) any change in the Company's present Board of
Directors or management, (iii) any material changes in the
Company's present capitalization or dividend policy or any other
material change in the Company's business or corporate structure,
(iv) any change in the Company's charter or by-laws, or (v) the
Company's common stock becoming eligible for termination of its
registration pursuant to Section 12(g)(4) of the 1934 Act.
Item 5. Interest in Securities of Issuer.
Item 5 is amended as follows:
(a) FMR beneficially owns, zero shares. Neither FMR,
Fidelity, nor any of its affiliates nor, to the best knowledge of
FMR, any of the persons named in Schedule A hereto, beneficially
owns any other Shares. The combined holdings of FMR, Fidelity,
are 0 Shares, or approximately 0.00% of the outstanding Shares of
the Company.
(b) Not applicable.
(c) Except as set forth in Schedule B, neither FMR, or any
of its affiliates, nor, to the best knowledge of FMR, any of the
persons named in Schedule A hereto has effected any transaction
in Shares during the past sixty (60) days.
Item 6. Contract, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer.
Inasmuch as FMR is no longer the beneficial owner of any of
the number of shares outstanding, FMR has no further reporting
obligation under Section 13(d) of the Securities Exchange Act of
1934 or the rules and regulations promulgated by the Securities
and Exchange Commission thereunder. This statement speaks as of
its date, and no inference should be drawn that no change has
occurred in the facts set forth herein after the date hereof.
The Funds and Accounts may from time to time own debt
securities issued by the Company or its direct or indirect
subsidiaries, and may from time to time purchase and/or sell such
debt securities.
Item 7. Material to be Filed as Exhibits.
Not Applicable.
This statement speaks as of its date, and no inference
should be drawn that no change has occurred in the facts set
forth herein after the date hereof.
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.
FMR Corp.
DATE: June 10, 1996 By: /s/Arthur
Loring
Arthur Loring
Vice President-Legal
SCHEDULE A
The name and present principal occupation or employment of
each executive officer and director of FMR Corp. are set forth
below. The business address of each person is 82 Devonshire
Street, Boston, Massachusetts 02109, and the address of the
corporation or organization in which such employment is conducted
is the same as his business address. All of the persons listed
below are U.S. citizens.
POSITION WITH
PRINCIPAL
NAME FMR CORP. OCCUPATION
Edward C. Johnson 3d President,
Chairman of the
Director, CEO Board and CEO, FMR
Chairman &
Mng. Director
J. Gary Burkhead Director President-Fidelity
Caleb Loring, Jr. Director, Director, FMR
Mng. Director
James C. Curvey Director, Sr. V.P., FMR
Sr. V.P.
William L. Byrnes Vice Chairman Vice Chairman, FIL
Director & Mng.
Director
Abigail P. Johnson Director Portfolio Mgr -
Fidelity
Management &
Research
Company
Robert C. Pozen Sr. V.P. & Gen'l Sr. V.P. & Gen'l
Counsel Counsel, FMR
David C. Weinstein Sr. Vice President Sr. Vice President
Administration Administration
Gerald M. Lieberman Sr. Vice Pres. - Sr. Vice Pres. -
Chief Financial Chief Financial
Officer Officer
SCHEDULE B
Standard Brands Paint Company
One Fidelity Fund sold Shares since March 29, 1996 on the date
and at the price set forth below. The sale was made for cash in
a privately negotiated transaction.
DATE SHARES PRICE
05-22-96 8,246,743 $0.01
SCHEDULE B
Standard Brands Paint Company
One Fund sold Shares since March 29, 1996 on the date and at the
price set forth below. The sale was made for cash in a privately
negotiated transaction.
DATE SHARES PRICE
05-22-96 1,550,940 $0.01
