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March 27, 2020

United States Securities and Exchange Commission
 Division of Corporate Finance
 Washington, D.C. 20549

Attn: Mr. Daniel F. Duchovny

Special Counsel

Office of Mergers and Acquisitions

RE:                                             Continental Materials Corporation

Schedule 13E-3 filed by Bee Street Holdings LLC

Filed February 18, 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. Duchovny:

We are responding to the comments set forth in the comment letter of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) dated March 3, 2020 related to the above-referenced Schedule 13E-3 (the “Schedule 13E-3”) filed by Bee Street Holdings, LLC (“Bee Street”) regarding Continental Materials Corporation and the above-referenced Schedule TO (the “Schedule TO”) filed by Bee Street.

The numbered paragraphs and headings below correspond to the headings set forth in the comment letter. Each of the Staff’s comments is set forth in bold, followed by Bee Street’s response to each comment. Capitalized terms used in this letter but not defined herein have the meanings given to such terms in the Schedule 13E-3 or the Schedule TO, as applicable.

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 independently satisfy the filing, dissemination and disclosure requirements of Schedule 13E-3.

Response:

We have revised to include James G. Gidwitz, Ralph W. Gidwitz, Steven B. Gidwitz, Scott Gidwitz, and Nancy Gidwitz as filing persons. We have also revised the disclosure to include the following:

Bee Street is controlled by James G. Gidwitz, the Chairman of the Board and Chief Executive Officer of CMC, and by the other members of the board of managers of Bee Street (the “Bee

Street Board”), who are Nancy Gidwitz, Ralph W. Gidwitz, Steven B. Gidwitz and Scott Gidwitz (such persons, together with Bee Street, the “Purchaser Filing Persons”). The required disclosure about each filing person has been provided in the appropriate sections of the Schedule 13E-3 and the Schedule TO.

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.

Response:

We have considered whether each of James G. Gidwitz, Nancy Gidwitz, Ralph W. Gidwitz, Steven B. Gidwitz and Scott Gidwitz (the “Individual Filing Persons”) is a “bidder” for purposes of Rule 14d-1(g)(2) in light of the guidance provided by the Staff in the “Current Issues and Rulemaking Projects Outline” (the “Outline”). Based on the factors provided in the guideline, we are of the view that James G. Gidwitz is a “bidder” for purposes of Rule 14d-1(g)(2) because, as set forth in detail in “Special Factors - - Background of the Offer” that was filed as Exhibit (a)(1)(i) to the Schedule TO and the Schedule 13E-3, Mr. Gidwitz, among other things, played a significant role in initiating the Offer, caused the formation of Bee Street and had authority to determine to commence the Offer.

We believe the analysis for the other Individual Filing Persons is less certain. On the one hand, each is a member of the board of managers of Bee Street, and, members of an entity’s board are generally presumed to control that entity under the federal securities laws. Likewise, the Individual Filing Persons’ status as members of Bee Street’s board may also cause them to be treated as beneficial owners of the Shares, if any, acquired in the Offer. On the other hand, the Individual Filing Persons other than James G. Gidwitz became involved in the Offer only shortly before it was launched, consequently had very little role in its preparation or structuring, and they delegated the decision to actually launch or not launch the Offer to James G. Gidwitz. While we believe that the matter is genuinely in question, each Individual Filing Person has agreed to be treated as a “bidder” for purposes of the Offer. We have revised the Schedule 13E-3 and the Schedule TO accordingly.

3.                                      Given that you re-filed the offer as a third-party tender offer, please include disclosure responsive to Rule 14d-11.

Response:

We have revised the disclosure to include the following:

The SEC’s tender offer rules also allow us to extend the Offer period under certain circumstances.  For example, Rule 14d-11 allows us elect to provide a subsequent offering period of at least three business days during which tenders will be accepted if: (a) the initial offering period of at least 20 business days has expired; (b) the offer is for all outstanding Shares; (c) we immediately accept and promptly pay for all Shares tendered during the initial offering period; (d) we announce the results of the tender offer, including the approximate number and percentage of Shares deposited to date, no later than 9:00 a.m. Eastern time on the next business day after the expiration date of the initial offering period and immediately begins the subsequent offering period; (e) we

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immediately accept and promptly pay for all Shares as they are tendered during the subsequent offering period; and (f) we offer the same form and amount of consideration to holders of the Shares in both the initial and the subsequent offering period.

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.

Response:

We have revised 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.

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 ownership 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 but 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 beneficial ownership of more than 5% of the company’s shares.

Response:

Prior to 2020, all Shares that may be attributable to a Purchaser Filing Person other than James G. Gidwitz were either (a) owned of record or in ‘street name’ by CMC Partnership (“CMCP”) or GFAM CMC Partnership (“GFAM”) or (b) owned of record by individuals who at all times owned less than 5% of the outstanding Shares.

Prior to 2020, neither CMCP nor GFAM engaged in a transaction in the Shares that was required to be reported under Section 13(d) of the Securities Exchange Act of 1934 (“Section 13D”) and was not appropriately reported on Schedule 13D. Each is discussed more fully in the following paragraphs.

CMCP last filed an amendment to Schedule 13D on February 21, 1997, on which it reported that it beneficially owned 363,563 Shares. Since that time, it has engaged in no transactions in the Shares required to be reported under Section 13(d). The only change in its holdings of Shares came when CMC effected a 2 to 1 split of the Shares, which divided CMCP’s holdings from 363,563 to 727,126 Shares.

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GFAM last filed a Schedule 13D on February 28, 2012, on which it reported beneficial ownership of 110,858 Shares. Between that time and April 2013, GFAM acquired a total of 12,350 Shares. The acquired shares represented less than 1% of the number of shares outstanding, which exceeded 1.6 million at all relevant times, so that no amendment to GFAM’s Schedule 13D was required to report these acquisitions. Since that time, GFAM has not engaged in any transaction in the Shares that was required to be reported on Schedule 13D.

On February 14, 2020, GFAM and CMCP were included as Filing Persons in a Schedule 13D of Bee Street. This Schedule 13D, among other things, reported the contribution of GFAM and CMCP’s shares to Bee Street in exchange for limited liability company membership interests in Bee Street.

Prior to the Contribution, the following individuals held, of record, the number of Shares indicated below:

Jill Gidwitz Zisook

4108 Shares

Julie Ann Gidwitz

4108 Shares

Steven Gidwitz

9941 Shares

Pamela (Christina) Gidwitz

6002 Shares

Kathryn Gidwitz

6002 Shares

Nancy Gidwitz

6002 Shares

Thomas Gidwitz

6002 Shares

Joyce H. Gidwitz

6002 Shares

Ralph Gidwitz

25,835 Shares

Betsy Gidwitz

20,002 Shares

Ronald J Gidwitz

14,000 Shares

Scott Gidwitz

5833 Shares

Before the organization of Bee Street and the Contribution, the foregoing individuals did not have any understanding or agreement regarding the voting or disposition of the foregoing record shares which they held individually.  The Shares held by each of them individually were not sufficient to trigger an obligation to file on Schedule 13D.  At various times, several of such individuals were directors of CMC and, indeed, many of the foregoing record individually held shares were received as directors’ fees.  Such individuals’ holding of and transactions in the foregoing Shares have been accurately reported in CMC’s proxy statements and in their respective reports, as applicable, under Section 16 of the Exchange Act.

Prior to the Contribution, James G. Gidwitz individually beneficially owned 95,680 Shares (the “Individual Shares”), which represented approximately 5.7% of the Shares outstanding at the time. The Individual Shares included 60,000 Shares held through a revocable trust and 35,680 Shares held through the company stock fund under CMC’s 401(k) plan. Mr. Gidwitz has held the trust shares since at least September 8, 2005 (the date of the most recent stock certificate representing those shares).  The company stock fund in CMC’s 401(k) plan was closed to new investments in April 2014, and Mr. Gidwitz has made no new investment in the company stock fund since then. We understand that Mr. Gidwitz did not report his holdings of the Individual Shares on Schedule 13D before the Contribution.

With the exception of an immaterial number of Shares omitted from certain CMC filings as a result of a clerical error, Mr. Gidwitz’s holding of and transactions in the Individual Shares have been accurately reported in CMC’s proxy statements and in Mr. Gidwitz’s reports on Form 4 under Section 16 of the Exchange Act. Accordingly, we believe that Mr. Gidwitz’s failure to file a Schedule 13D with respect to the Individual Shares did not deprive investors of any material information. The extent of Mr. Gidwitz’s interest in CMC and the Gidwitz Family’s control over

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CMC was well disclosed and well known. We understand that Mr. Gidwitz did not file a Schedule 13D covering the Individual Shares because the Shares held by the trust were not sufficient to trigger a filing obligation, and he did not know his investment in the company stock fund in CMC’s 401(k) plan was required to be taken into account.

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 describe how the company, Bee Street and the advisors addressed the apparent conflict of interest arising out of these relationships.

Response:

We have revised the disclosure to include the following:

Taft’s general counsel and other members of the firm’s management considered the potential conflicts of interest in connection with the firm’s representation of Mr. Gidwitz and Bee Street in connection with a possible going-private transaction and its representation of CMC on unrelated matters. The firm informed Mr. Gidwitz and CMC of all relevant representations and of the factors it considered in assessing the potential conflicts of interest in connection with them.  Mr. Gidwitz, on behalf of himself and Bee Street, and Ryan Sullivan, the President of CMC, on behalf of CMC, provided their informed consent to the representations. The informed consent of CMC and Bee Street has been confirmed in writing by each of them.

Duff & Phelps determined that there was no conflict of interest in its professional obligations which was presented by its engagement by Bee Street because (a) Duff & Phelps was engaged by Bee Street to provide its best estimate of the expected range of the fair market value per share of the Shares, which valuation mandate is consistent with the valuation work which Duff & Phelps has historically performed for the company in connection with CMC’s Value Creation Incentive Plan, (b) Duff & Phelps believed, in light of that consistent mandate, that its work on behalf of Bee Street was not prejudicial to the company, (c) Bee Street was already in possession, through James Gidwitz as the principal of Bee Street and CEO of CMC, of any and all of the confidential information of which Duff & Phelps had any knowledge as a result of its prior engagements by the company, (d) Duff & Phelps has never been engaged by CMC to provide any confidential advice or to perform valuation work in the context of a strategic transaction, repurchase of common stock, or otherwise which confidential advice or valuation work would be disclosed without authorization or otherwise compromised by Duff & Phelps’ advice to, and valuation work on behalf of, Bee Street in connection with a proposed ‘going private’ transaction, (e) Duff & Phelps did not agree, and Bee Street did not engage Duff & Phelps, to provide a definitive opinion regarding the fairness of Bee Street’s offer, (f) Bee Street and CMC both had full knowledge of the past engagements by the company of Duff & Phelps and the new engagement by Bee Street and consented to the new engagement, and (g) at the time of providing advice to Bee Street, Duff & Phelps was not currently engaged by CMC to provide any valuation advice to the company.

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Purpose of and Reasons for the Offer, page 15

7.                                      Please quantify the cost reductions referenced in the third bullet point of page 15.

Response:

The company’s management estimates that cost reductions would be app