SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)(1)
CONTINENTAL MATERIALS CORPORATION
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(Name of issuer)
COMMON STOCK
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(Title of class of securities)
211615 20 8
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6 (CUSIP number)
STEVEN WOLOSKY, ESQUIRE
OLSHAN GRUNDMAN FROME & ROSENZWEIG LLP
505 Park Avenue
New York, New York 10022
(212) 753-7200
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(Name, address and telephone number of person
authorized to receive notices and communications)
March 31, 1997
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(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box
/ /.
Note. six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
(Continued on following pages)
(Page 1 of 7 Pages)
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(1) 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 disclosures provided in a prior cover page.
The information required on 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 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).
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CUSIP No. 211615 20 8 13D Page 2 of 7 Pages
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
STEEL PARTNERS II, L.P.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
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6 CITIZENSHIP OR PLACE OR ORGANIZATION
DELAWARE
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 78,450
OWNED BY
EACH
REPORTING
PERSON WITH
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8 SHARED VOTING POWER
-0-
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9 SOLE DISPOSITIVE POWER
78,450
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10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
78,450
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.1%
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14 TYPE OF REPORTING PERSON*
PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 211615 20 8 13D Page 2 of 7 Pages
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
WARREN LICHTENSTEIN
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
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6 CITIZENSHIP OR PLACE OR ORGANIZATION
USA
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 78,450
OWNED BY
EACH
REPORTING
PERSON WITH
------------------------------------------------------------------
8 SHARED VOTING POWER
- 0 -
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9 SOLE DISPOSITIVE POWER
78,450
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10 SHARED DISPOSITIVE POWER
- 0 -
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
78,450
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.1%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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CUSIP No. 211615 20 8 13D Page 2 of 7 Pages
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This constitutes Amendment No. 3 ("Amendment No. 3") to Schedule 13D
filed by the undersigned on or about August 4, 1995 (the "Schedule 13D"). Except
as specifically amended by this Amendment No. 3, the Schedule 13D, as amended,
remains in full force and effect. This Amendment No. 3 is being filed by the
Reporting Persons, to report, among other things, (a) the termination by Quota
Fund N.V. ("Quota") as of March 31, 1997, of its investor advisory contract (the
"Services Contract") between Steel Partner Services, Ltd. ("Services") and
Quota, and (b) that Mr. Lawrence Butler is no longer a member or officer of
Steel Partners, L.L.C. ("Partners LLC"), the general partner of Steel Partners
II. As a result of the termination of the Services Contract, Services no longer
has voting or dispositive power over the Shares managed by Services for the
account of Quota. Defined terms shall have the meaning specified in the Schedule
13D, except as otherwise provided herein.
Item 2 is amended to read in its entirety as follows:
ITEM 2. IDENTITY AND BACKGROUND.
(a) This Statement is filed by Steel Partners II, L.P., a Delaware
limited partnership ("Steel Partners II"), and Warren G. Lichtenstein.
Steel Partners, L.L.C., a Delaware limited liability company ("Partners
LLC"), is the general partner of Steel Partners II. The sole executive officer
and managing member of Partners LLC is Warren Lichtenstein, Chairman of the
Board, Chief Executive Officer and Secretary.
The sole executive officer, director and stockholder of Services is
Warren Lichtenstein who is Chairman of the Board, Chief Executive Officer and
Secretary.
Each of the foregoing are referred to as a "Reporting Person" and
collectively as the "Reporting Persons". By virtue of his position with Steel
Partners II, Mr. Lichtenstein has the power to vote and dispose of the Issuer's
Shares owned by Steel Partners II. Accordingly, the Reporting Persons are hereby
filing a joint Schedule 13D.
(b) The principal business address of each Reporting Person is 750
Lexington Avenue, 27th Floor, New York, New York 10022.
(c) The principal business of Steel Partners II is investing in the
securities of microcap companies. The principal occupation of Mr. Lichtenstein
is investing in securities of microcap companies.
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CUSIP No. 211615 20 8 13D Page 2 of 7 Pages
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(d) No Reporting Person has, during the last five years, been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) No Reporting Person has, during the last five years, been party to
a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
(f) Mr. Lichtenstein is a citizen of the United States of America.
Item 3 is amended to read in its entirety as follows:
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The aggregate purchase price of the 78,450 Shares owned by Steel
Partners II is $992,852. The Shares owned by Steel Partners II were acquired
with partnership funds.
Item 5 (a), (b) and (d) are amended to read as follows:
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The aggregate percentage of Shares of Common Stock reported owned
by each person named herein is based upon 1,104,221 Shares outstanding, which is
the total number of Shares of Common Stock outstanding as reported in the
Issuer's Form 10-K for the fiscal year ended December 28, 1996. As of the close
of business on April 1, 1997, Steel Partners II beneficially owns 78,450 Shares
of Common Stock, constituting approximately 7.1% of the Shares outstanding and
Mr. Lichtenstein beneficially owns 78,450 Shares, representing approximately
7.1% of the Shares outstanding, by virtue of his authority to vote and dispose
of the 78,450 Shares owned by Steel Partners II.
(b) By virtue of his position with Steel Partners II, Mr. Lichenstein
has the sole power to vote and dispose of the Shares reported in Schedule 13D.
(d) No person other than the Reporting Persons is known to have the
right to receive, or the power to direct the receipt of dividends from, or to
the proceeds from, the sale of such Shares of Common Stock.
Item 5(c) is amended by adding the following:
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CUSIP No. 211615 20 8 13D Page 2 of 7 Pages
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Effective March 31, 1997, as a result of the termination of the
Services Contract, Soros Fund Management L.L.C., a Delaware limited liability
company, currently exercises investment discretion over the 26,250 shares
previously managed by Services for the benefit of Quota pursuant to the Services
Contract. Other than as set forth above, no Reporting Person has engaged in
transactions in the Issuer's Common Stock within the past sixty days.
<PAGE>
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CUSIP No. 211615 20 8 13D Page 2 of 7 Pages
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SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief,
each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: April 1, 1997 STEEL PARTNERS II, L.P.
By: Steel Partners, L.L.C.,
General Partner
By:/s/ Warren G. Lichtenstein
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Warren G. Lichtenstein,
Chief Executive Officer
/s/ Warren G. Lichtenstein
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WARREN G. LICHTENSTEIN
