CUO Continental Materials Corp

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE TO

(RULE 14d-100)

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) or 13(e)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

Continental Materials Corporation

(Name of Subject Company (Issuer))

Bee Street Holdings LLC

(Offeror)

(Names of Filing Persons)

Common Stock Par Value $0.25

(Titles of Class of Securities)

211615307

(CUSIP Numbers of Class of Securities)

SCHEDULE 13E-3

RULE 13E-3 TRANSACTION STATEMENT

UNDER SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

Bee Street Holdings LLC

(Offeror)

(Names of Filing Persons)

Common Stock Par Value $0.25

(Titles of Class of Securities)

211615307

(CUSIP Numbers of Class of Securities)

Kevin J. O’Keefe
425 South Financial Place, Suite 3100
Chicago, IL 60605
(312) 553-3653

(Name, Address and Telephone Number of Person Authorized

to Receive Notices and Communications on Behalf of the Filing Person)

COPIES TO:

Arthur McMahon, III
Taft Stettinius & Hollister LLP
425 Walnut Street, Suite 1800
Cincinnati, OH 45202-3957
Tel: (513) 357-9607

CALCULATION OF FILING FEE

*                                          Estimated for purposes of calculating the amount of the filing fee only. The amount assumes the purchase of all outstanding common stock (the “Shares”) of Continental Materials Corporation, a Delaware corporation (“CMC”) not owned by Bee Street Holdings LLC, at a purchase price of $9.50 per Share, net to the seller in cash. On February 17, 2020, 1,675,484 Shares were outstanding, of which 1,027,171 are owned by Bee Street. Accordingly, this calculation assumes the purchase of 648,313 Shares.

+                                         The amount of the filing fee is calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory # 1 for Fiscal Year 2020 issued by the Securities and Exchange Commission, by multiplying the transaction valuation by .0001298.

x                                   Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

This Amendment No. 1 to Tender Offer Statement and Amendment No. 1 to Rule 13e-3 Transaction Statement amends and supplements the joint Schedule TO and Schedule 13E-3 filed with the Commission on February 27, 2020, under cover of Schedule TO (as amended and supplemented by this Amendment No. 1 and as it may be further amended and supplemented from time to time, this “Schedule TO”) by Bee Street Holdings LLC, a Delaware limited liability company (“Bee Street”), and relates to the offer by Bee Street to purchase all outstanding common stock, par value $0.25 (the “Shares”), of Continental Materials Corporation, a Delaware corporation (“CMC”), which are not currently held by Bee Street, upon the terms and subject to the conditions set forth in the Offer to Purchase dated February 18, 2020 (the “Offer to Purchase”), the related letter of transmittal and the related notice of guaranteed delivery (which, together with any amendments or supplements thereto, collectively constitute the “Offer”).

The Offer to Purchase and the letter of transmittal are attached to this Schedule TO as Exhibits (a)(1)(i) and (a)(1)(ii), respectively.

This Schedule TO is intended to satisfy the requirements of a Tender Offer Statement on Schedule TO of Bee Street and a Schedule 13E-3 Transaction Statement of the Bee Street. All information in the Offer to Purchase and the letter of transmittal, including all schedules and annexes thereto, is hereby expressly incorporated by reference in answer to all items in this Schedule TO, including, without limitation, all of the information required by Schedule 13E-3 that is not included in or covered by the items in Schedule TO and is supplemented by the information specifically provided herein, except as otherwise set forth below.

The items of the Schedule TO set forth below are hereby amended and supplemented as follows:

Items 1 through 9, Item 11 and Item 13.

On March 18, 2020, by way of a press release in the form attached hereto as Exhibit (a)(1)(vi), Bee Street announced the extension of the expiration time of the Offer to 5:00 p.m., New York City time, on April 3, 2020, unless the Offer is further extended or earlier terminated in accordance with the terms set forth in the Schedule TO, and Bee Street also announced the waiver of certain conditions of the Offer with respect to certain events which had occurred, and certain effects known to Bee Street, on or before March 17, 2020.

On March 20, 2020, by way of a press release in the form attached hereto as Exhibit (a)(1)(vii), Bee Street announced the waiver of certain conditions of the Offer with respect to certain events which had occurred on or before March 19, 2020.

* Previously filed

2

SIGNATURE

After due 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.

Date: March 20, 2020

3