SC 13G 1 cmc13-g.txt SCHEDULE UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* CONTINENTAL MATERIALS CORPORATION (Name of Issuer) COMMON STOCK (Title of Class of Securities) 211615208 (CUSIP Number) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SCHEDULE 13G CUSIP NO. 211615208 PAGE 2 OF 4 PAGES CONTINENTAL MATERIALS CORPORATION 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON NEW YORK LIFE TRUST COMPANY EIN # 13-3808042 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION NEW YORK, NEW YORK NUMBER OF 5. SOLE VOTING POWER 70,970 SHARES BENEFICIALLY 6. SHARED VOTING POWER 0 OWNED BY EACH 7. SOLE DISPOSITIVE POWER 70,970 REPORTING PERSON 8. SHARED DISPOSITIVE POWER 0 WITH 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 70,970 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 3.9% 12. TYPE OF REPORTING PERSON* BK *SEE INSTRUCTIONS BEFORE FILLING OUT CUSIP NO. 211615208 PAGE 3 OF 4 PAGES CONTINENTAL MATERIALS CORPORATION Item 1(a) Name of Issuer: CONTINENTAL MATERIALS CORPORATION Item 1(b) Address of Issuer's principal executive offices: 225 West Wacker Drive Suite 1800 Chicago, Illinois 60606 Item 2(a) Name of person filing: NEW YORK LIFE TRUST COMPANY Item 2(b) Address of principal business office: 51 MADISON AVENUE NEW YORK, NY 10010 Item 2(c) Citizenship: See Item 4 of Cover Page Item 2(d) Title of class of securities: See Cover Page Item 2(e) Cusip No.: See Cover Page Item 3(b) Type of Person: See Item 12 of Cover Page Item 4(a) Amount beneficially owned: New York Life Trust Company ("NYLTC"), in its capacity as directed trustee of the Continental Materials Corporation Employees' Profit Sharing Retirement Plan, may be deemed the beneficial owner of 70,970 shares of common stock of the issuer which are owned by the Plan on behalf of numerous participants. NYLTC has limited authority with regard to certain shares over which it may exercise voting and/or dispositive power. The filing of this statement shall not be construed as an admission that NYLTC is, for the purposes of Section 13(d) or 13(g) of the Act, the beneficial owner of any securities covered by the statement. Item 4(b) Percentage of class: 3.9% Item 4(c) For information regarding voting and dispositive power with respect to the above listed shares see items 5-8 of Cover Page. Item 5 Ownership of 5 percent or less of a class: X This statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities. Item 6 Ownership of more than 5 percent on behalf of another person: NOT APPLICABLE CUSIP NO. 211615208 PAGE 4 OF 4 PAGES CONTINENTAL MATERIALS CORPORATION Item 7 Identification and classification of members of the subsidiary which acquired the security being reported on by the parent holding company: NOT APPLICABLE Item 8 Identification and classification of members of the group: NOT APPLICABLE Item 9 Notice of dissolution of the group: NOT APPLICABLE Item 10 Certification: By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. SIGNATURE After reasonable 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. Dated: February 13, 2002 /s/ Maryalice M. Raushi____ ----------------------- Name: Maryalice M. Raushi Title: President