SecProbe.io

March 2, 2020

Via E -mail
Arthur F. McMahon , III, Esq.
Taft Stettinius & Hollister  LLP
425 Walnut  St., Suite 1800
Cincinnati, OH  45202

Re: Continental  Materials Corporation
Schedule 13E -3 filed by Bee Street Holdings LLC
Filed February 1 8, 2020, as amended February 27, 2020
File No. 005 -20723

Schedule TO
Filed February 18, 2020, as amended February 27, 2020
Filed by Bee Street Holdings LLC
File No. 005 -20723

Dear Mr. McMahon :

We have limited our review of the filing to those issues we have addressed in our
comments. In some of our comments, we may ask you to provide us with information so we may
better understand your disclosure.

Please respond to this letter by ame nding your filing, by providing the requested
information, or by advising us when you will provide the requested response. If you do not
believe our comments apply to your facts and circumstances or do not believe an amendment is
appropriate, please tell u s why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these comments, we may have additional comments.

Schedule 13E -3
Schedule TO
1. We note that James G. Gidwitz, Ralph W. Gidwitz, Steven B. Gidwitz and Scott Gidwitz
are managers of Bee Street and directors of the company, in addition to James Gidwitz
being the company ’s CEO.  Please include each person named above as a filing person
and provide all  disclosure required for each as a filing person added as a result of this
comment. In addition, provide us your analysis as to whether Nancy Gidwitz should be
added as a filing person to the Schedule 13E -3. Note also that each filing person must
independe ntly satisfy the filing, dissemination and disclosure requirements of Schedule
13E-3.

Arthur F. McMahon, III, Esq.
Taft Stettinius & Hollister LLP
March 2, 2020
Page 2

 2. On a related note,  provide us your detailed legal analysis as to whether each person
named in comment 1 above should be a bidder in the tender offer. For guidance, on the
tender offer aspects, refer to Rule 14d -1(g)(2), which defines the term “bidder” as “any
person who makes a tender offer or on whose behalf a tender offer is made,” and Section
II.D.2 of the Division of Corporation Finance’s “Current Issues and Rulemaking  Projects
Outline” (November 14, 2000; available on our web site at www.sec.gov). Note also that
each filing person must independently satisfy the filing, dissemination and disclosure
requirements of Schedule TO.
3. Given that you re -filed the offer as a thir d-party tender offer, please include disclosure
responsive to Rule 14d-11.

Offer to Purchase

Summary Term Sheet, page 5
4. Please refer to the penultimate question and answer on page 7. Please revise the answer to
clarify that the availability of withdrawal  rights under the provisions of Section 14(d)(5)
of the Exchange Act does not depend on the expiration date of the offer, as it appears you
suggest .

Special Factors

Background of the Offer, page 14
5. We note that the members of the Gidwitz family appear to  have held a substantial amount
of the company’s shares of common stock for several years and that on or about February
12, 2020 these persons considered the current transaction. Please provide us with a
detailed history of the filing of beneficial ownersh ip reports by each family member who
forms part of Bee Street Holdings. In this respect, we note the Schedule 13D filed by Bee
Street Holdings and its members on February 14, 2020 and two filings made by James G.
Gidwitz and two entities in 1996 and 1997 b ut are unable to find any reports filed during
the intervening years. We also note that the company’s most recent proxy statement
includes disclosure of the Gidwitz family’s holdings  and which shows that certain
individual members of the family had benefic ial ownership of more than 5% of the
company’s shares .
6. We note that it appears that both Taft and Duff & Phelps were providing advice to the
company prior to 2020 and that these firms then became advisors to Bee Street. Please
revise your disclosure to des cribe how the company, Bee Street and the advisors
addressed the apparent conflict of interest arisi ng out of these relationships.

Arthur F. McMahon, III, Esq.
Taft Stettinius & Hollister LLP
March 2, 2020
Page 3

 Purpose of and Reasons for the Offer, page 15
7. Please quantify the cost reductions referenced in the third bullet point of page 15.

The Position of Bee Street Regarding the Fairness of the Offer and Merger, page 17
8. We note your reference in the first paragraph of a fairness determination with respect to
security holders who do not tender but we are unable to find disclosure a ddressing those
security holders. Please advise or revise.
9. We note that Bee Street considered the analyses conducted by Duff & Phelps for Bee
Street. Note that if any filing person has based its fairness determination on the analysis
of factors undertaken by others, such person must expressly adopt  this analysis as their
own in order to satisfy the disclosure obligation.  See Question 20 of Exchange Act
Release No. 34 -17719 (April 13, 1981).  Please revise to state, if true, that Bee Street
adopted Duff & P helps’s analyses as its own.
10. Please tell us whether you have disclosed the updated estimates from CMC management
reference d in the fourth  bullet point on page 17. If so, please consider including a cross -
reference to where the estimates appear .
11. Please revi se the seventh bullet point on page 17 to disclose your basis for the stated
belief .
12. Please tell us, with a view toward revised disclosure, whether Bee Street considered the
fairness of the going private transaction as it relates to the company’s net book value. See
Instruction 2(iii) t o Item 1014 of Regulation M -A.

Materials Provided by Financial Advisor to Bee Street, page 19
13. Please tell us, with a view toward revised disclosure, the financial information referenced
in the second and third bullet point o n page 20 is publicly available. If not, please disclose
it. Also, describe the “various other internal documents” referenced in the fifth bullet
point on page 20.
14. Please provide the disclosure required by Item 1015(b)(4) of Regul ation M -A.

Financial Results and Projections, page 27
15. We note that the estimated and projected financial information is “highly summarize d.”
Please dis close the projections in full.

Arthur F. McMahon, III, Esq.
Taft Stettinius & Hollister LLP
March 2, 2020
Page 4

 Certain Effects of the Offer and Merger, page 31
16. Please disclose the information required by  Instruction 3 to Item 1013 of Regulation M -
A.

The Offer

Conditions to the Offer, page 46
17. We note that the offer is not currently financed and is subject to a financing
condition.   Generally, when an offer is not financed, or when a bidder’s ability to o btain
financing is uncertain, a material change will occur in the information previously
disclosed when the offer becomes fully financed.   Under Rule 14d -3(b)(1), a bidder is
required to promptly file an amendment to its Schedule TO disclosing this materia l
change.  Please confirm that the bidder will disseminate the disclosure of this change in a
manner reasonably calculated to inform security holders as required by Rule 14d -4(d).   In
addition, please confirm that five business days will remain in the offe r following
disclosure of the change or that the offer will be extended so that at least five business
days remain in the offer.   Refer to Exchange Act Release Nos. 23421 (July 11, 1986 at
footnote 70) and 24296 (April 3, 1987).
18. We note the language in the  last paragraph in this section that your failure “at any time to
exercise any of the foregoing  rights shall  not be deemed a waiver of any such right ...” If
an event triggers a listed offer condition, and you determine to proceed with the offer
anyway, you  have waived the offer condition. When an offer condition is triggered by
events that occur during the offer period and before the expiration of the offer, you should
inform security holders how you intend to proceed promptly, rather than waiting until the
end of the offer period, unless the condition is one where satisfaction of the condition
may be determined only upon expiration.  Please confirm your understanding
supplementally.
19. With respect to the same paragraph referenced immediately above, we note th at the
disclosure suggests that once an offer condition is triggered, you must decide whether or
not to waive the condition.  When a condition is triggered and you decide to proceed with
the offer anyway, we believe that this constitutes a waiver of the tr iggered condition(s).
Depending on the materiality of the waived condition and the number of days remaining
in the offer, you may be required to extend the offer and recirculate new disclosure to
security holders.  You may not, as this language seems to i mply, simply fail to assert a
triggered offer condition and thus effectively waive it without officially doing so.  Please
confirm your understanding supplementally.

We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.

Arthur F. McMahon, III, Esq.
Taft Stettinius & Hollister LLP
March 2, 2020
Page 5

 Please direct any questions to  me at (202) 551 -3619.

      Sincerely,

      /s/ Daniel F. Duchovny
      Daniel F. Duchovny
      Special Counsel
      Office of Mergers and Acquisitions