-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, G5mwvm1Ynp+WxASpB05JhKot3XB+WPyjS80V3Rio6PU3UTZLEWwIcXHsFtMm4xjP kyWsewirECUIVxo63tOZ1Q== 0000950112-95-002862.txt : 19951106 0000950112-95-002862.hdr.sgml : 19951106 ACCESSION NUMBER: 0000950112-95-002862 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19951103 SROS: NONE GROUP MEMBERS: LAWRENCE BUTLER GROUP MEMBERS: LICHTENSTEIN WARREN G ET AL SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CONTINENTAL MATERIALS CORP CENTRAL INDEX KEY: 0000024104 STANDARD INDUSTRIAL CLASSIFICATION: AIR COND & WARM AIR HEATING EQUIP & COMM & INDL REFRIG EQUIP [3585] IRS NUMBER: 362274391 STATE OF INCORPORATION: DE FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-13816 FILM NUMBER: 95587144 BUSINESS ADDRESS: STREET 1: 225 WEST WACKER STREET 2: SUITE 1800 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 3126617200 MAIL ADDRESS: STREET 1: 225 WEST WACKER STREET 2: SUITE 1800 CITY: CHICAGO STATE: IL ZIP: 60606 FORMER COMPANY: FORMER CONFORMED NAME: CONTINENTAL URANIUM INC DATE OF NAME CHANGE: 19660830 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LICHTENSTEIN WARREN G ET AL CENTRAL INDEX KEY: 0000940500 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 750 LEXINGTON AVENUE 27TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 MAIL ADDRESS: STREET 1: 750 LEXINGTON AVENUE 27TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D 1 CONTINENTAL MATERIALS CORPORATION SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 1 for Warren G. Lichtenstein and Lawrence Butler) Under the Securities Exchange Act of 1934 CONTINENTAL MATERIALS CORPORATION ------------------------------------------------------------------- (Name of Issuer) COMMON STOCK ------------------------------------------------------------------- (Title of Class of Securities) 211615208 ------------------------------------------------------------------- (CUSIP Number) Warren G. Lichtenstein 750 Lexington Avenue - 27th Floor New York, New York 10022 212/446-5217 ------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 30, 1995 -------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box |__|. Check the following box if a fee is being paid with the statement |__|. Page 1 of 8 pages CUSIP NO. 211615208 Page 2 of 8 pages --------- 1 NAME OF REPORTING PERSONS Warren G. Lichtenstein 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY 75,800(1) OWNED BY 8 SHARED VOTING POWER REPORTING PERSON WITH -0- 9 SOLE DISPOSITIVE POWER 75,800(1) 10 SHARED DISPOSITIVE POWER -0- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON 75,800(1) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.7% 14 TYPE OF REPORTING PERSON IN (1) Represents 59,850 shares owned by Steel Partners II, L.P., and 15,950 shares managed by Steel Partners Services, Ltd., entities controlled by the Reporting Persons. CUSIP NO. 211615208 Page 3 of 8 pages --------- 1 NAME OF REPORTING PERSONS Lawrence Butler 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY 75,800(1) OWNED BY 8 SHARED VOTING POWER REPORTING PERSON WITH -0- 9 SOLE DISPOSITIVE POWER 75,800(1) 10 SHARED DISPOSITIVE POWER -0- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON 75,800(1) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.7% 14 TYPE OF REPORTING PERSON IN (1) Represents 59,850 shares owned by Steel Partners II, L.P., and 15,950 shares managed by Steel Partners Services, Ltd., entities controlled by the Reporting Persons. CUSIP NO. 211615208 Page 4 of 8 pages --------- STATEMENT FOR SCHEDULE 13D -------------------------- Item 1. Security and Issuer. The class of equity securities to which this Statement relates is the common stock (the "Common Stock") of Continental Materials Corporation, a Delaware corporation (the "Issuer"), whose principal executive office is located at 225 West Wacker Drive, Chicago, IL 60606. Item 2. Identity and Background. (a) This statement is filed by Warren G. Lichtenstein and Lawrence Butler relating to the ownership of the Issuer's common stock by Steel Partners II, L.P., a Delaware limited partnership ("Steel Partners II"), and by a foreign investment company (the "Fund"). Steel Partners Services, Ltd., a New York corporation ("Services"), manages a portfolio of securities owned by the Fund which includes shares of the Issuer's common stock. The general partner of Steel Partners II is Steel Partners Associates, L.P. ("Associates"), a Delaware limited partnership. Steel Partners, Ltd., a New York corporation ("SPL"), is the general partner of Associates. The sole officers, directors and shareholders of SPL are Mr. Lichtenstein and Mr. Butler, each of whom is a United States citizen. Messrs. Lichtenstein and Butler are the sole officers and directors of Services. By virtue of their positions with Steel Partners II and Services, Mr. Lichtenstein and Mr. Butler have the power to vote and dispose of the Issuer's shares owned by Steel Partners II and managed by Services. Each of Mr. Lichtenstein and Mr. Butler are referred to as a "Reporting Person" and collectively as the "Reporting Persons". (b) The principal business address of each Reporting Person is 750 Lexington Avenue, 27th Floor, New York, New York 10022. (c) The principal occupation of Mr. Lichtenstein and Mr. Butler is investing in securities of microcap companies. In addition, Mr. Butler is the president of Alpha Technologies Group, Inc., a NASDAQ company engaged in the electronics components business. (d) Neither Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) Neither Reporting Person has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and a result of such CUSIP NO. 211615208 Page 5 of 8 pages --------- proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration. The aggregate purchase price of the shares of Common Stock owned by Steel Partners II is $723,727. The shares of Common Stock owned by Steel Partners II were acquired with partnership funds. The aggregate purchase price of the shares of Common Stock managed by Services is $198,412. Such shares were acquired with funds it manages for a foreign investment company (the "Fund"). Pursuant to an agreement (the "Management Agreement") with the Fund, Services has been appointed to manage, on a discretionary basis, certain of the Fund's assets, which are maintained in a brokerage account in the Fund's name. The Management Agreement may be terminated by either party at any time. Therefore, pursuant to Rule 13d- 3(d)(1)(c), the Fund may be deemed the beneficial owner of the Shares reported by Services. Item 4. Purpose of Transaction. The Reporting Persons believe that the shares of the Issuer at current market prices present an attractive investment opportunity for capital appreciation. No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D. Each intends to review its investment in the Issuer on a continuing basis and, depending on various factors including, without limitation, the Issuer's business affairs and financial position, the price levels of the Common Stock, conditions in the securities markets and general economic and industry conditions, may in the future take such actions with respect to its investment in the Issuer as it deems appropriate including, without limitation, purchasing additional shares of Common Stock, selling some or all of its shares, or proposing a slate of nominees for election as directors at the Issuer's annual meeting, a special meeting of stockholders or otherwise. Item 5. Interest in Securities of the Issuer. (a) The aggregate percentage of shares of Common Stock reported owned by each person named herein is based upon 1,139,278 shares outstanding, which is the total number of shares of Common CUSIP NO. 211615208 Page 6 of 8 pages --------- Stock outstanding as reported in the Company's 1995 Proxy Statement. As of the close of business on October 30, 1995: Steel Partners II beneficially owns 59,850 shares of Common Stock, constituting approximately 5.3% of the shares outstanding; and Services beneficially owns 15,950 shares, constituting approximately 1.4%. Collectively, the Reporting Persons own 75,800 shares, constituting approximately 6.7%. Mr. Lichtenstein and Mr. Butler may be deemed to beneficially own 75,800 shares of the Issuer's common stock by virtue of their authority to vote and dispose of the Shares owned by Steel Partners II and managed by Services. (b) By virtue of their positions with Steel Partners II and Services, each of Messrs. Lichtenstein and Butler has the sole power to vote and dispose of the shares reported in this Schedule 13D. (c) Other than the purchases set forth below, no Reporting Person has engaged in transactions in the Issuer's common stock in the past sixty days. Purchases made by Steel Partners II: ----------------------------------- Price per Share Date No. of Shares (excl. Commissions) ---- ------------- ------------------- 09/21/95 500 $12.80 10/03/95 500 12.79 10/09/95 500 12.79 10/10/95 500 12.79 10/17/95 500 12.79 10/20/95 1,000 12.79 10/26/96 500 12.64 10/30/95 250 12.57 10/30/95 1,000 12.54 CUSIP NO. 211615208 Page 7 of 8 pages --------- Purchases made by Services: -------------------------- Price per Share Date No. of Shares (excl. Commissions) ---- ------------- ------------------- 09/21/95 500 $12.80 09/22/95 800 12.79 10/03/95 500 12.79 10/09/95 500 12.79 10/10/95 500 12.79 10/17/95 500 12.79 10/30/95 250 12.57 10/30/95 1,000 12.54 All such transactions were effected in the open market. (d) Other than the Fund, no person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or to the proceeds from, the sale of such shares of the Common Stock. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Other than as described herein, there are no contracts, arrangements or understanding among the Reporting Persons, or between the Reporting Persons and any other Person, with respect to the securities of the Issuer. Item 7. Material to be Filed as Exhibits. 1 Joint Filing Agreement (previously filed) 2 Powers of Attorney (previously filed) CUSIP NO. 211615208 Page 8 of 8 pages --------- SIGNATURES ---------- After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: November 2, 1995 /s/ Warren G. Lichtenstein ------------------------------- WARREN G. LICHTENSTEIN /s/ Lawrence Butler ------------------------------- LAWRENCE BUTLER -----END PRIVACY-ENHANCED MESSAGE-----