-----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, JmeY1iQ9yVegSEwH/NYAfb9SxjEdl55LelOczo659osIM/3pzT1rexiTIBdLzavE 6v132/JDc/uUAWRo1Wk7Bw== 0001047469-99-015300.txt : 19990419 0001047469-99-015300.hdr.sgml : 19990419 ACCESSION NUMBER: 0001047469-99-015300 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990416 FILER: 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: DEFA14A SEC ACT: SEC FILE NUMBER: 001-03834 FILM NUMBER: 99596264 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 DEFA14A 1 DEFA14A SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant / / Filed by a party other than the Registrant / / Check the appropriate box: / / Preliminary Proxy Statement / / Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) / / Definitive Proxy Statement / / Definitive Additional Materials /X/ Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12 Continental Materials Corporation - -------------------------------------------------------------------------------- (Name of Registrant as Specified In Its Charter) - -------------------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): /X/ No fee required / / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11 (1) Title of each class of securities to which transaction applies: ------------------------------------------------------------------------ (2) Aggregate number of securities to which transaction applies: ------------------------------------------------------------------------ (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): ------------------------------------------------------------------------ (4) Proposed maximum aggregate value of transaction: ------------------------------------------------------------------------ (5) Total fee paid: ------------------------------------------------------------------------ / / Fee paid previously with preliminary materials. / / Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: ------------------------------------------------------------------------ (2) Form, Schedule or Registration Statement No.: ------------------------------------------------------------------------ (3) Filing Party: ------------------------------------------------------------------------ (4) Date Filed: ------------------------------------------------------------------------ NEWS RELEASE For Release on April 16, 1999 Continental Materials Corporation Announces Restructuring Program to Help Small Shareholders Board approves 1-for-50 reverse stock split followed by a 100-for-1 forward stock split to cash out registered shareholders with fewer than 50 shares Chicago, Illinois -- In order to give registered shareholders with fewer than 50 shares of stock an easy and cost-effective way to redeem their holdings, Continental Materials Corporation today announced a proposed 1-for-50 reverse stock split, to be immediately followed by a 100-for-1 forward stock split of the Company's common stock. The Company said that, if approved by shareholders, the stock splits would occur following the market close on Monday, June 7, 1999 or as soon thereafter as practicable. These stock splits would let shareholders with small holdings receive cash for those shares quickly and easily without costly brokerage fees or commissions, because all associated transaction costs would be absorbed by the Company. The Company estimates, based on current market prices, that its cash payments in lieu of issuance of fractional shares to record holders of fewer than 50 shares would be approximately $1,300,000. This program described in the Company's 1999 proxy statement, if adopted, would offer registered shareholders with 50 shares or less a simple way to cash out of their odd-lot holdings and bring all other shareholders to minimum holdings of 100 shares. Longer-term, the transaction will reduce the Company's expenses. The stock splits are subject to shareholder approval at the Company's May 26, 1999, Annual Meeting in Chicago, Illinois. "We intend that only registered stockholders with fewer than 50 shares in a record account before the reverse split be cashed out in the transaction," said James Gidwitz, the Company's Chief Executive Officer. "Any registered shareholders who wish to retain their odd-lots may purchase additional shares through their stock broker, or, if they have several accounts registered in the same name, they may consolidate those accounts, so that they have at least 50 shares in one account. This move is not intended to affect any of our beneficial shareholders who own their stock through a nominee such as a bank or broker. However, beneficial owners of fewer than 50 shares can participate by moving their holdings into a record account registered in their own name prior to June 7, 1999." The Company manufactures and sells heating and air conditioning products and produces and sells construction industry materials. For Further Information: Mark S. Nichter (312) 541-7207 -----END PRIVACY-ENHANCED MESSAGE-----