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. 7)

Continental Materials Corporation

(Name of Subject Company (Issuer))

Bee Street Holdings LLC

James G. Gidwitz
Nancy Gidwitz
Ralph W. Gidwitz
Steven B. Gidwitz
Scott Gidwitz

(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. 7)

Bee Street Holdings LLC

James G. Gidwitz
Nancy Gidwitz
Ralph W. Gidwitz
Steven B. Gidwitz
Scott Gidwitz

(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. 7 to Tender Offer Statement and Amendment No. 7 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, each as amended by Amendment No. 1 thereto which was filed with the Commission on March 20, 2020, as amended by Amendment No. 2 thereto which was filed with the Commission on March 27, 2020, as amended by Amendment No. 3 thereto which was filed with the Commission on April 1, 2020, as amended by Amendment No. 4 thereto which was filed with the Commission on April 6, 2020, as amended by Amendment No. 5 thereto which was filed with the Commission on April 7, 2020, and as amended by Amendment No. 6 thereto which was filed with the Commission on April 15, 2020 (as amended and supplemented by this Amendment No. 7 and as it may be further amended and supplemented from time to time, collectively, 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 March 27, 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”).  All capitalized terms used in this Schedule TO without definition have the meanings ascribed to them in the Offer to Purchase.

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 the Purchaser Filing Persons and a Schedule 13E-3 Transaction Statement of the Purchaser Filing Persons. 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 April 20, 2020, by way of a press release in the form attached hereto as Exhibit (a)(1)(x), Bee Street announced the completion of the subsequent offering period and the final results of the Offer. Computershare Trust Company, N.A., the depositary for the Offer, has advised Bee Street that, as of the expiration of the subsequent offering period of the Offer, 427,321 Shares (including shares accepted for payment in the initial offering period) had been accepted for payment pursuant to the Offer. In addition, as of such time, Notices of Guaranteed Delivery had been delivered for 100 Shares.  Bee Street immediately accepted for payment and will promptly pay for all of the Shares that were tendered during the subsequent offering period for the same price as in the initial offering period.

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* Previously filed

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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: April 20, 2020

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