<PAGE>
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:
------------------------------------------------------------------------
<PAGE>
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
