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(Repeating from yesterday for points repeating)

 (Repeating from yesterday for points repeating)
 TORRANCE, Calif., Dec. 9 /PRNewswire/ -- Stuart D. Buchalter, chairman of the board and chief executive officer of Standard Brands Paint Company (NYSE: SBP), announced today that the company has reached an agreement in principle with Founders Equity Inc. for the implementation of a financing plan to obtain a capital infusion of approximately $12,000,000.
 Under the plan, approved by the company's board of directors, the company will sell to a group of sophisticated purchasers affiliated with Founders pursuant to a purchase agreement to be entered into with the purchasers of $6 million of SBP common stock and, for a nominal amount, warrants to purchase up to 35 percent of the number of shares initially purchased. The sale is to be conditioned upon a successful closing of a rights offering to SBP shareholders for an amount to yield to the company net proceeds of $6 million. The company will offer to each shareholder rights to purchase SBP common stock at a price to be determined at the time the offering becomes effective with the Securities and Exchange Commission; provided, however, that the price per share shall not exceed $1.50. The rights offering price to shareholders will determine the price per share for the sale of SBP common stock to Founders. The rights offering will be made pursuant to a standby underwriting agreement. The exercise price for the warrants to be issued to Founders will be 166 percent of the rights offering price. On Oct. 11, 1991 there were 5,555,691 shares of Standard Brands Paint Co. common stock outstanding.
 The sale of the shares to Founders and the rights offering are subject to regulatory and other approvals and the execution of the purchase agreement and other definitive agreements among the various parties. The purchase agreement is to provide that Founders will place $6,000,000 into an escrow pending the close of the rights offering. The rights offering will commence upon the effectiveness of a registration statement to be filed by the company with SEC. It is contemplated that the entire transaction will close by Feb. 28, 1992, unless extended. The purchase agreement is to provide that upon the closing of the financing, the company's board of directors will be set at nine directors and Founders will have the right to designate persons for four positions.
 The company's bank and senior lenders have indicated their willingness to waive certain covenants until the financial plan has closed once $6,000,000 has been deposited into escrow by Founders.
 Negotiations are currently in progress for a restructuring of the company's credit facilities with its bank and the two insurance companies holding the senior secured debt. Conclusion of such restructuring is contingent upon the closing of the capital infusion and subject to the execution of definitive agreements.
 The company also announced the retention of Carl A. Bellini as acting chief operating officer commencing Dec. 9, 1991. Bellini was formerly president, paint store division, at The Sherwin Williams Co., and executive vice president-stores at Revco Drug Stores.
 Additionally, Standard Brands and the United Food and Commercial Workers Union, which represents half of the company's California employee group, recently announced ratification of a new five-year collective bargaining agreement.
 Standard Brands Paint Co. is a manufacturer, distributor and retailer of paint. The company operates 136 paint stores serving the do-it-yourself market in the west.
 -0- 12/9/91 R
 /CONTACT: Craig Walker, VP-communications of Standard Brands Paint, 310-214-2411/
 (SBP) CO: Standard Brands Paint Co. ST: California IN: REA SU:

EH-DM -- LA023 -- 0947 12/10/91 10:46 EST
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Publication:PR Newswire
Date:Dec 10, 1991

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