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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Continental Materials Corp | AMEX:CUO | AMEX | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 8.63 | 0 | 01:00:00 |
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
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
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 F. McMahon, III
Taft Stettinius & Hollister LLP
425 Walnut Street, Suite 1800
Cincinnati, OH 45202-3957
Tel: (513) 357-9607
CALCULATION OF FILING FEE
TRANSACTION VALUATION*
|
AMOUNT OF FILING FEE+
|
|
---|---|---|
$6,158,973.50 | $799.43 | |
Amount previously paid: | [n/a] | Filing party: | [n/a] | |||
Form or registration No.: | [n/a] | Date filed: | [n/a] |
(Continued on following page(s))
(Page 1 of 2 Pages)
SCHEDULE TO
CUSIP NO. 211615307 |
Page 2 of 2 Pages
|
This Tender Offer Statement and Rule 13e-3 Transaction Statement filed under cover of Schedule TO (as amended and supplemented, this "Schedule TO") by Bee Street Holdings LLC, a Delaware limited liability company ("Bee Street"), 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"), 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"). 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 Bee Street and a Schedule 13E-3 Transaction Statement of 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.
Item 1001 of Regulation M-A
The information set forth in the Offer to Purchase under "Summary Term Sheet" is incorporated herein by reference.
Item 2. Subject Company Information
Item 1002(a)-(c) of Regulation M-A
(a) The information set forth in the Offer to Purchase under "The OfferCertain Information Concerning CMC" is incorporated herein by reference.
(b) The information set forth in the Offer to Purchase under "Introduction" is incorporated herein by reference.
(c) The information set forth in the Offer to Purchase under "The OfferPrice Range of Shares; Distributions on Shares" is incorporated herein by reference.
Item 3. Identity and Background of Filing Person
Item 1003(a)-(c) of Regulation M-A
(a) The information set forth in the Offer to Purchase under "Special FactorsCertain Relationships Between Bee Street and CMC," "The OfferCertain Information Concerning Bee Street" and "Schedule ADirectors and Executive Officers of Bee Street" is incorporated herein by reference.
(b) The information set forth in the Offer to Purchase under "The OfferCertain Information Concerning Bee Street" is incorporated herein by reference.
(c) The information set forth in the Offer to Purchase under "The OfferCertain Information Concerning Bee Street" and "Schedule ADirectors and Executive Officers of Bee Street" is incorporated herein by reference.
Item 4. Terms of the Transaction
Item 1004(a) of Regulation M-A
(a)(1)(i) The information set forth in the Offer to Purchase under "Summary Term SheetHow many Shares are you offering to purchase?" and "Introduction" is incorporated herein by reference.
(a)(1)(ii) The information set forth in the Offer to Purchase under "Summary Term SheetWhat will I receive in exchange for the Shares that I tender into the Offer?" is incorporated herein by reference.
(a)(1)(iii) The information set forth in the Offer to Purchase under "Summary Term SheetHow long do I have to tender my Shares in the Offer?" and "The OfferTerms of the Offer" is incorporated herein by reference.
(a)(1)(iv) The information set forth in the Offer to Purchase under "Summary Term SheetCan the offer be extended, and under what circumstances?" and "The OfferTerms of the Offer" is incorporated herein by reference.
(a)(1)(v) The information set forth in the Offer to Purchase under "Summary Term SheetCan the Offer be extended, and under what circumstances?" and "The OfferTerms of the Offer" is incorporated herein by reference.
3
(a)(1)(vi) The information set forth in the Offer to Purchase under "Summary Term SheetCan I withdraw Shares that I previously tendered in the Offer? Until what time may I withdraw previously tendered Shares?" and "The OfferWithdrawal Rights" is incorporated herein by reference.
(a)(1)(vii) The information set forth in the Offer to Purchase under "Summary Term SheetHow do I participate in the Offer?" and "The OfferProcedures for Accepting the Offer and Tendering Shares" is incorporated herein by reference.
(a)(1)(viii) The information set forth in the Offer to Purchase under "Summary Term SheetHow do I participate in the Offer?", "The OfferTerms of the Offer," "The OfferAcceptance for Payment and Payment for Shares," "The OfferProcedures for Accepting the Offer and Tendering Shares" and "The OfferConditions to the Offer" is incorporated herein by reference.
(a)(1)(ix) Not applicable.
(a)(1)(x) Not applicable.
(a)(1)(xi) Not applicable.
(a)(1)(xii) The information set forth in the Offer to Purchase under "The OfferMaterial U.S. Federal Income Tax Consequences" is incorporated herein by reference.
(a)(2)(i)-(a)(2)(vii) Not applicable.
(b) The information set forth in the Offer to Purchase under "Special FactorsInterests of Certain Persons in the Offer and the Merger," is incorporated herein by reference.
Item 5. Past Contacts, Negotiations and Agreements.
Item 1005(a) and (b) of Regulation M-A
(a) The information set forth in the Offer to Purchase under "Special FactorsBackground of the Offer," "Special FactorsTransactions and Arrangements Concerning the Shares," "Special FactorsInterests of Certain Persons in the Offer and the Merger," and "Special FactorsCertain Relationships Between Bee Street and CMC" is incorporated herein by reference.
(b) The information set forth in the Offer to Purchase under "Special FactorsBackground of the Offer," "Special FactorsTransactions and Arrangements Concerning the Shares," "Special FactorsInterests of Certain Persons in the Offer and the Merger," and "Special FactorsCertain Relationships Between Bee Street and CMC" is incorporated herein by reference.
Item 6. Purposes of the Transaction and Plans or Proposals.
Item 1006(a) and (c)(1)-(7) of Regulation M-A
(a) The information set forth in the Offer to Purchase under "Introduction" and "Special FactorsPurposes, Reasons and Plans for CMC After the Merger" is incorporated herein by reference.
(c)(1) The information set forth in the Offer to Purchase under "Introduction" and "Special FactorsPurposes, Reasons and Plans for CMC After the Merger" is incorporated herein by reference.
(c)(2) The information set forth in the Offer to Purchase under "Introduction" and "Special FactorsPurposes, Reasons and Plans for CMC After the Merger" is incorporated herein by reference.
(c)(3) The information set forth in the Offer to Purchase under "Introduction" and "Special FactorsPurposes, Reasons and Plans for CMC After the Merger" is incorporated herein by reference.
(c)(4) The information set forth in the Offer to Purchase under "Special FactorsPurposes, Reasons and Plans for CMC After the Merger" is incorporated herein by reference.
4
(c)(5) The information set forth in the Offer to Purchase under "Special FactorsPurposes, Reasons and Plans for CMC After the Merger" is incorporated herein by reference.
(c)(6) The information set forth in the Offer to Purchase under "Introduction" and "The OfferPossible Effects of the Offer on the Market for Shares; Stock Exchange Listing(s); Registration under the Exchange Act; Margin Regulations" is incorporated herein by reference.
(c)(7) The information set forth in the Offer to Purchase under "Introduction" and "The OfferPossible Effects of the Offer on the Market for Shares; Stock Exchange Listing(s); Registration under the Exchange Act; Margin Regulations" is incorporated herein by reference.
Item 7. Source and Amount of Funds or Other Consideration.
Item 1007(a), (b) and (d) of Regulation M-A.
(a) The information set forth in the Offer to Purchase under "Summary Term SheetDo you have the financial resources to pay for all of the Shares that you are offering to purchase?" and "The OfferSource and Amount of Funds" is incorporated herein by reference.
(b) The information set forth in the Offer to Purchase under "Summary Term SheetWhat are the most significant conditions to the Offer?" and "The OfferConditions to the Offer" is incorporated herein by reference.
(d) The information set forth in the Offer to Purchase under "The OfferSource and Amount of Funds" is incorporated herein by reference.
Item 8. Interest in Securities of the Subject Company.
Item 1008 of Regulation M-A
(a) The information set forth in the Offer to Purchase under "Special FactorsTransactions and Arrangements Concerning the Shares" and "Schedule BOwnership of Shares by Bee Street and Certain Related Persons" is incorporated herein by reference.
(b) The information set forth in the Offer to Purchase under "Special FactorsTransactions and Arrangements Concerning the Shares" and "Schedule BOwnership of Shares by Bee Street and Certain Related Persons" is incorporated herein by reference.
Item 9. Persons/Assets Retained, Employed, Compensated or Used.
Item 1009(a) of Regulation M-A
(a) The information set forth in the Offer to Purchase under "The OfferFees and Expenses" is incorporated herein by reference.
Item 10. Financial Statements.
Item 1010(a) and (b) of Regulation M-A
(a) The information set forth in the Offer to Purchase under "The OfferCertain Information Concerning CMC" and in Annex I of the Offer to Purchase is incorporated herein by reference. The financial statements of CMC are also incorporated herein by reference to "Part IIItem 8Financial Statements and Supplementary Data" of its Annual Report on Form 10-K for the year ended December 31, 2018 and "Part IItem 1Financial Statements" of its Quarterly Report on Form 10-Q for the quarter ended September 30, 2019.
(b) Pro forma financial information is not material to the offer.
5
Item 11. Additional Information.
Item 1011(a) and (c) of Regulation M-A
(a)(1) The information set forth in the Offer to Purchase under "Special FactorsBackground of the Offer," "Special FactorsInterests of Certain Persons in the Offer and the Merger" and "Special FactorsCertain Relationships Between Bee Street and CMC" is incorporated by reference herein.
(a)(2) The information set forth in the Offer to Purchase under "The OfferAppraisal Rights; "Going-Private" Rules," and "The OfferCertain Legal Matters; Regulatory Approvals" is incorporated by reference herein.
(a)(3) The information set forth in the Offer to Purchase under "The OfferCertain Legal Matters; Regulatory Approvals" is incorporated by reference herein.
(a)(4) The information set forth in the Offer to Purchase under "The OfferCertain Legal Matters; Regulatory Approvals" is incorporated by reference herein.
(a)(5) The information set forth in the Offer to Purchase under "The OfferCertain Legal Matters; Regulatory Approvals" is incorporated by reference herein.
(c) None.
Exhibit No. | Description | ||
---|---|---|---|
(a)(1)(i) | Offer to Purchase, dated February 18, 2020 | ||
|
(a)(1)(ii) |
|
Letter of Transmittal (including IRS Form W-9) |
|
(a)(1)(iii) |
|
Notice of Guaranteed Delivery |
|
(a)(1)(iv) |
|
Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees |
|
(a)(1)(v) |
|
Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees |
|
(b) |
|
None |
|
(c) |
|
Valuation Report of Duff & Phelps Securities, LLC dated February 13, 2020 |
|
(d) |
|
None |
|
(g) |
|
None |
|
(h) |
|
None |
Item 13. Information Required by Schedule 13E-3
The following sets forth the information required by Schedule 13E-3 that has not already been set forth in Items 1-12 above. The information set forth in the Offer to Purchase is incorporated herein by reference to the items required by Schedule 13E-3.
Item 2 of Schedule 13E-3. Subject Company Information.
Item 1002(d)-(f) of Regulation M-A
(d) The information set forth in the Offer to Purchase under "The OfferPrice Range of Shares; Distributions on Shares" is incorporated herein by reference.
(e) None.
6
(f) The information set forth in the Offer to Purchase under "Special FactorsTransactions and Arrangements Concerning the Shares" is incorporated herein by reference.
Item 4 of Schedule 13E-3. Terms of the Transaction.
Item 1004(c)-(f) of Regulation M-A
(c) The information set forth in the Offer to Purchase under "Introduction," "Special FactorsPurposes, Reasons and Plans for CMC After the Merger," "The OfferAppraisal Rights; "Going-Private" Rules," and "The OfferCertain Legal Matters; Regulatory Approvals" is incorporated herein by reference.
(d) The information set forth in the Offer to Purchase under "The OfferAppraisal Rights; "Going-Private" Rules," and "The OfferCertain Legal Matters; Regulatory Approvals" is incorporated herein by reference.
(e) The information set forth in the Offer to Purchase under "The OfferCertain Information Concerning Bee Street" is incorporated herein by reference.
(f) Not applicable.
Item 5 of Schedule 13E-3. Past Contacts, Transactions, Negotiations and Agreements.
Item 1005(c) and (e) of Regulation M-A
(c) The information set forth in the Offer to Purchase under "Special FactorsBackground of the Offer" and "Special FactorsCertain Relationships Between Bee Street and CMC" is incorporated herein by reference.
(e) The information set forth in the Offer to Purchase under "Special FactorsBackground of the Offer," "Special FactorsTransactions and Arrangements Concerning the Shares," "Special FactorsInterests of Certain Persons in the Offer and the Merger" and "Special FactorsCertain Relationships Between Bee Street and CMC" is incorporated herein by reference.
Item 6 of Schedule 13E-3. Purposes of the Transaction and Plans or Proposals.
Item 1006(b) and (c)(8) of Regulation M-A
(b) The information set forth in the Offer to Purchase under "Summary Term SheetIs there any advantage in not tendering my Shares pursuant to the Offer and waiting instead for the completion of the Merger?", "Summary Term SheetIs this the first step in a "going-private" transaction?", "Special FactorsCertain Effects of the Offer and the Merger," "Special FactorsConditions to the Merger," "Special FactorsPurposes, Reasons and Plans for CMC After the Merger" and "The OfferPossible Effects of the Offer on the Market for Shares; Stock Exchange Listing(s); Registration under the Exchange Act; Margin Regulations" is incorporated herein by reference.
(c)(8) The information set forth in the Offer to Purchase under "Summary Term SheetIs this the first step in a "going-private" transaction?", "Special FactorsCertain Effects of the Offer and the Merger" and "The OfferPossible Effects of the Offer on the Market for Shares; Stock Exchange Listing(s); Registration under the Exchange Act; Margin Regulations" is incorporated herein by reference.
7
Item 7 of Schedule 13E-3. Purposes, Alternatives, Reasons and Effects.
Item 1013 of Regulation M-A
(a) The information set forth in the Offer to Purchase under "Summary Term Sheet," "Introduction," "Special FactorsBackground of the Offer" and "Special FactorsPurposes, Reasons and Plans for CMC After the Merger" is incorporated herein by reference.
(b) The information set forth in the Offer to Purchase under "Special FactorsBackground of the Offer" and "Special FactorsPurpose of and Reasons for the Offer; Plans for CMC After the Offer and the Merger; Consideration of Alternatives" is incorporated herein by reference.
(c) The information set forth in the Offer to Purchase under "Special FactorsBackground of the Offer" and "Special FactorsPurpose of and Reasons for the Offer; Plans for CMC After the Offer and the Merger; Consideration of Alternatives" is incorporated herein by reference.
(d) The information set forth in the Offer to Purchase under "Summary Term Sheet," "Introduction," "Special FactorsPurposes, Reasons and Plans for CMC After the Merger," "Special FactorsCertain Effects of the Offer and the Merger," "The OfferPossible Effects of the Offer on the Market for Shares; Stock Exchange Listing(s); Registration under the Exchange Act; Margin Regulations," "The OfferAppraisal Rights; "Going-Private" Rules," and "The OfferCertain Legal Matters; Regulatory Approvals" is incorporated herein by reference.
Item 8 of Schedule 13E-3. Fairness of the Transaction.
Item 1014 of Regulation M-A
(a) The information set forth in the Offer to Purchase under "Special FactorsThe Position of Bee Street Regarding the Fairness of the Offer and the Merger" is incorporated herein by reference.
(b) The information set forth in the Offer to Purchase under "Special FactorsThe Position of Bee Street Regarding the Fairness of the Offer and the Merger" is incorporated herein by reference.
(c) The information set forth in the Offer to Purchase under "Summary Term SheetWhat are the most significant conditions to the Offer?", "Introduction," and "The OfferConditions to the Offer" is incorporated herein by reference.
(d) An unaffiliated representative was not retained for the purpose of representing unaffiliated security holders in negotiating the terms of the offer, or preparing a report concerning the fairness of the transaction.
(e) The information set forth in the Offer to Purchase under "Summary Term SheetHas Bee Street negotiated, or sought the approval of, the terms of this Offer with CMC?" is incorporated herein by reference.
(f) The information set forth in the Offer to Purchase under "Special FactorsThe Position of Bee Street Regarding the Fairness of the Offer and the Merger" is incorporated herein by reference.
Item 9 of Schedule 13E-3. Reports, Opinions, Appraisals and Negotiations.
Item 1015 of Regulation M-A
(a) The information set forth in the Offer to Purchase under "Special FactorsThe Position of Bee Street Regarding the Fairness of the Offer and the Merger," "Special FactorsMaterials Provided by Financial Advisor to Bee Street" and "Special FactorsFinancial Projections" is incorporated herein by reference.
8
(b) The information set forth in the Offer to Purchase under "Special FactorsThe Position of Bee Street Regarding the Fairness of the Offer and the Merger," "Special FactorsMaterials Provided by Financial Advisor to Bee Street" and "Special FactorsFinancial Projections" is incorporated herein by reference.
(c) The reports, opinions or appraisals referenced in this Item 9 are filed herewith and will be made available for inspection and copying at the principal executive offices of Bee Street during its regular business hours by any interested CMC shareholder.
Item 10 of Schedule 13E-3. Source and Amount of Funds or Other Consideration.
Item 1007(c) of Regulation M-A
(c) The information set forth in the Offer to Purchase under "The OfferFees and Expenses" is incorporated herein by reference.
Item 12 of Schedule 13E-3. The Solicitation or Recommendation.
Item 1012(d) and (e) of Regulation M-A
(d) The information set forth in the Offer to Purchase under "The OfferCertain Information Concerning CMC" is incorporated herein by reference.
(e) The information set forth in the Offer to Purchase under "The OfferCertain Information Concerning CMC" is incorporated herein by reference.
Item 13 of Schedule 13E-3. Financial Statements.
Item 1010(a) and (b) of Regulation M-A
(a) The information set forth in the Offer to Purchase under "The OfferCertain Information Concerning CMC" and in Annex I of the Offer to Purchase is incorporated herein by reference. The financial statements of CMC are also incorporated herein by reference to "Part IIItem 8Financial Statements and Supplementary Data" of its Annual Report on Form 10-K for the year ended December 31, 2018 and "Part IItem 1Financial Statements" of its Quarterly Report on Form 10-Q for the quarter ended September 30, 2019.
(b) Pro forma financial information is not material to the offer.
Item 14 of Schedule 13E-3. Persons/Assets Retained, Employed, Compensated or Used.
Item 1009(b) of Regulation M-A
(b) The information set forth in the Offer to Purchase under "Summary Term Sheet," "Special FactorsBackground of the Offer" and "Special FactorsInterests of Certain Persons in the Offer and the Merger" is incorporated herein by reference.
Item 16 of Schedule 13E-3. Exhibits.
Item 1016(c) and (f) of Regulation M-A
(c) Filed herewith.
(f) The information set forth in the Offer to Purchase under "The OfferAppraisal Rights; "Going-Private" RulesAppraisal Rights" is incorporated herein by reference.
9
Exhibit No. | Description | ||
---|---|---|---|
(a)(1)(i) | Offer to Purchase, dated February 18, 2020 | ||
|
(a)(1)(ii) |
|
Letter of Transmittal (including IRS Form W-9) |
|
(a)(1)(iii) |
|
Notice of Guaranteed Delivery |
|
(a)(1)(iv) |
|
Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees |
|
(a)(1)(v) |
|
Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees |
|
(b) |
|
None |
|
(c) |
|
Valuation Report of Duff & Phelps Securities, LLC dated February 13, 2020 |
|
(d) |
|
None |
|
(f) |
|
None |
|
(g) |
|
None |
|
(h) |
|
None |
10
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:
February 18, 2020
BEE STREET HOLDINGS LLC |
|
|||
By: |
/s/ JAMES G. GIDWITZ
|
|||
Name: |
James G. Gidwitz | |||
Title: |
Chief Executive Officer |
11
1 Year Continental Materials Chart |
1 Month Continental Materials Chart |
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