FMR LLC – ‘SC 13D/A’ on 6/11/96 re: Standard Brands Paint Co

As of:  Tuesday, 6/11/96   ·   Accession #:  315066-96-1723   ·   File #:  5-11514

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Amendment to General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Effective Date - May 29, 1996 - Standard Brands        5±    23K 
                          Paint Company                                          

Document Table of Contents

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                           

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘SC 13D/A’ Filing		Date		Other Filings
Filed on:		6/11/96		SC 13D/A,  SC 13G,  SC 13G/A
		6/10/96		SC 13D,  SC 13G,  SC 13G/A
		5/29/96
		3/29/96
		3/24/96
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