UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
Form 8-K
_____________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event Reported): February 18, 2020
Continental Materials Corporation
(Exact Name of Registrant as Specified in Charter)
| Delaware | 001-03834 | 36-2274391 |
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) |
| 440 S. LaSalle Drive, Suite 3100, Chicago, IL 60605 |
| (Address of Principal Executive Offices) (Zip Code) |
(312)541-7200
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
| Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: | ||
| [ ] | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| [ ] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| [ ] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| [ ] | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company [ ]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock | CUO | NYSE: American |
Item 8.01. Other Events.
On February 18, 2020, the Registrant issued a press release, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Continental Materials Corporation | ||
| Date: February 18, 2020 | By: | /s/ Paul Ainsworth |
| Paul Ainsworth | ||
| Chief Financial Officer | ||
EXHIBIT 99.1
Continental Materials Corporation's Board of Directors to Review Unsolicited Tender Offer from Bee Street Holdings LLC
CHICAGO, Feb. 18, 2020 (GLOBE NEWSWIRE) -- Continental Materials Corporation (NYSE American: CUO) ("CMC"), today confirmed that Bee Street Holdings LLC, an entity controlled by James G. Gidwitz, the Chairman of our board of directors and our Chief Executive Officer, and by other members of the Gidwitz family ("Bee Street"), has commenced an unsolicited tender offer to acquire all of the outstanding shares of CMC common stock for $9.50 per share in cash. Based on the Offer to Purchase attached to the joint Schedule TO/13E-3 filed by Bee Street with the SEC in connection with such offer, Bee Street currently owns approximately 61% of the outstanding common stock of CMC.
CMC’s board of directors will carefully review and evaluate Bee Street’s tender offer. Following its review, the CMC board will make a recommendation or state that it is neutral or is unable to take a position with respect to the tender offer within ten business days of its commencement by making available to stockholders and filing with the Securities and Exchange Commission ("SEC") a solicitation/recommendation statement on Schedule 14D-9.
CMC stockholders do not need to take any action at this time.
Important Information
This press release is for informational purposes only, and is neither an offer to purchase nor a solicitation of an offer to sell securities. CMC may file a solicitation/recommendation statement on Schedule 14D-9 with the SEC. Any solicitation/recommendation statement filed by CMC that is required to be mailed to stockholders will be mailed to CMC’s stockholders. INVESTORS AND STOCKHOLDERS OF CMC ARE URGED TO READ THESE AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Stockholders may also obtain copies of the offer to purchase and related materials, when and as filed with the SEC, without charge from CMC by written request directed to CMC at 440 S. La Salle Street, Suite #3100, Chicago, IL 60605, or by calling Paul Ainsworth at 312-541-7222.
About Continental Materials Corporation
CMC operates primarily in the Building Products industry group. Within this industry group the Company has identified three reportable segments: the HVAC segment, the Door segment and the Construction Materials segment. The HVAC segment produces and sells a variety of products including wall furnaces, fan coils, evaporative coolers, boiler room equipment and dryer boxes and related accessories from the Company’s wholly-owned subsidiaries, Williams Furnace Co. (WFC) of Colton, California, Phoenix Manufacturing, Inc. (PMI) of Phoenix, Arizona, Global Flow Products /American HVAC (GFP) of Broken Arrow, Oklahoma, and Inovate Dryer Technologies (Inovate) of Jupiter, Florida. The Door segment sells hollow metal and wood doors, door frames and related hardware, sliding door systems and electronic access and security systems from the Company’s wholly-owned subsidiaries: McKinney Door and Hardware, Inc. (MDHI), Fastrac Building Supply (Fastrac) and Serenity Sliding Door Systems (Serenity), which operate out of facilities in Pueblo and Colorado Springs, Colorado. The Construction Materials segment offers aggregates and construction supplies from locations along the Southern Front Range of Colorado operated by the Company’s wholly-owned subsidiaries, Castle Aggregates and Castle Rebar & Supply of Colorado Springs, and TMOP Legacy Company (formerly Transit Mix of Pueblo, Inc.) of Pueblo, Colorado (the three companies collectively are referred to as the Castle Companies). CMC was founded in 1954 and is headquartered in Chicago, Illinois.
SOURCE Continental Materials Corporation