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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): December 27, 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)
880 Apollo Street, Suite 200, El Segundo, CA 90245
(Address of principal (Zip Code)
executive offices)
(310) 726-9600
(Registrant's telephone number
including area code)
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ITEM 3. BANKRUPTCY OR RECEIVERSHIP.
On December 27, 1995, Standard Brands Paint Company (the
"Company") filed a voluntary Petition for Relief under the provisions of
Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for
the Central District of California (Bankruptcy Case No. LA 95-43813).
Chapter 11 allows the Company to remain as debtor in possession of its
assets and business while being subject to the supervision and orders of
the Bankruptcy Court for certain transactions or actions.
Each of the following direct wholly-owned subsidiaries of the
Company also filed a voluntary Petition for Relief under the provisions of
Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the
Central District of California: Standard Brands Paint Co. (California) and
Major Paint Company (the Company and its aforementioned subsidiaries
collectively, the "Debtors") (Bankruptcy Case Nos. LA 95-43812 KM and LA
95-43914 KM).
The Bankruptcy filings resulted from the Debtors' inability to
meet current operating requirements and other obligations. The Debtors
currently intend to operate in Chapter 11 pending an analysis of the
viability of their operations and the sale, if feasible, of all or a
substantial part of their assets. The Debtors determined that the filing was
a necessary step to maximize the value of the Debtors' assets.
Corimon S.A.C.A. (NYSE:CRM), a multinational paint company based
in Venezuela, is a fifty-five percent owner of the Company. In spite of
Corimon's efforts to fund the Company, it was necessary to file the
petition in order to allow the Company to reorganize, retain its value and
actively seek a buyer. Corimon's ability to continue to fund the Company
has been limited by adverse business and financial conditions in Venezuela
and other markets in which it operates.
ITEM 5. OTHER EVENTS
1. DEFAULTS ON SENIOR SECURITIES.
As reported in its Quarterly Report on Form 10-Q for the period
ended October 29, 1995, on November 29, 1995, Foothill Capital Corporation
notified the Company that it was in default under its Loan and Security
Agreement, as amended. The Debtors continue to be in default under such
agreement.
Because of various cross-default provisions contained in the
Company's loan agreements, as well as in certain of its leases, Foothill's
notice of default places the Company in default under its other loan
agreements and certain of its leases.
2. DELISTING.
On January 3, 1996, the New York Stock Exchange (the "NYSE")
announced that it had suspended trading in the Company, and that following
suspension, application will be made to the Securities and Exchange
Commission to delist the Company.
The NYSE stated that its action was taken following the Company's
announcement on December 28, 1995 that the Debtors had filed voluntary
petitions under Chapter 11 of the U.S. Bankruptcy Code as a result of their
inability to meet current operating requirements and other obligations.
The NYSE also stated that its action is based on the fact that the
Company falls below the NYSE's continued listing criteria relating to net
tangible assets available to common stock and average net income after taxes.
The Company is considering its options in light of the NYSE's
announcement.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
(99) Press Release, December 27, 1995.
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: January 2, 1996
STANDARD BRANDS PAINT COMPANY
(Registrant)
By: /s/ HOWARD SCHWARTZ
_______________________________
Howard Schwartz,
Chief Financial Officer
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EXHIBIT 99
FOR IMMEDIATE RELEASE
EL SEGUNDO, CA, DECEMBER 27, 1995 -- Standard Brands Paint Company (NYSE:SBP)
today announced that the Company and two of its subsidiaries, Standard Brands
Paint Co. and Major Paint Company, have filed voluntary petitions under
Chapter 11 of the United States Bankruptcy Code as a result of their
inability to meet current operating requirements and other obligations. The
Company currently intends to operate in Chapter 11 pending an analysis of the
viability of its operations and the sale, of feasible, of all or a
substantial part of its assets. The Company determined that the filing is a
necessary step to maximize the value of the Company's assets.
Corimon S.A.C.A. (NYSE:CRM), a multinational paint company based in
Venezuela, is a fifty-five percent owner of Standard Brands. In spite of
Corimon's efforts to fund Standard Brands, it was necessary to file the
petition in order to allow Standard Brands to reorganize, retain its value
and actively seek a buyer. Corimon's ability to continue to fund Standard
Brands has been limited by adverse business and financial conditions in
Venezuela and other markets in which it operates.
Standard Brands, through its subsidiary Standard Brands Paint Co.
operates approximately 50 retail stores catering to the do-it yourself
customer and through its subsidiary Major Paint Company is a leading
manufacturer of paint and paint related products, at its plant located in
Torrance, California.
XXX
INFORMATION CONTACT:
Howard Schwartz Kristin Anderson
Standard Brands Paint Co. Ludgate Communications
(310) 726-9600 (212) 688-5144
