<PAGE>
FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) December 31, 2000
-----------------
CONTINENTAL MATERIALS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 1-3834 36-2274391
(State or other jurisdiction (Commission (IRS Employers
of incorporation) File Number) Identification No.)
225 West Wacker Drive, Chicago, Illinois 60606
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 312-541-7200
<PAGE>
INFORMATION TO BE INCLUDED IN REPORT
ITEM 2. ACQUISITION OF STOCK
On December 31, 2000, pursuant to a Stock Purchase Agreement
(the "Agreement") filed as Exhibit 2A hereto, Registrant
acquired from M. L. Coburn, Ronald O. Coburn, Jr., Donald A.
Baumgartner and Carolyn K. Baumgartner (the "Shareholders) all
of the capital stock which consisted of 243,000 shares of common
stock of Rocky Mountain Ready Mix Concrete, Inc. ("RMRM") for a
cash purchase price of $11,500,000. RMRM is involved in the
production and sale of ready-mix concrete in the metropolitan
Denver, Colorado area and Registrant intends to continue such
operations. The principal offices of RMRM are located at 5700
Logan Street, Denver, Colorado. Batch plants, all of which are
in Colorado, are located in unincorporated sections of Denver,
Brighton and Littleton.
The purchase price is to be adjusted, upward or downward, as the
case may be, on a dollar-for-dollar basis, for the Net Assets
(as defined in the Agreement) as of the closing date. An advance
of $789,000 was made against this amount. The final amount due
for the Net Assets will be determined upon completion of an
audit of the balance sheet as of the closing date. An additional
payment of approximately $200,000 is expected.
Finally, the Agreement also provides for additional
consideration if RMRM exceeds a predetermined Pre-tax Income
level calculated annually, as defined in the Agreement, for each
of the next three fiscal years of the Registrant.
The terms and conditions of the stock acquisition, including the
consideration paid, were reached as the result of arms-length
negotiations and bargaining between Registrant and the
shareholders of RMRM. There was no material relationship between
the Registrant or any of its affiliates, directors or officers,
or any associate of any director or officer and RMRM.
The acquisition was financed by the proceeds of the Fifth
Amendment to the Restated Revolving Credit and Term Loan
Agreement (Exhibit 2B hereto) entered into on January 2, 2001
with the Registrant's existing lending banks.
2
<PAGE>
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED
The acquisition does not meet the "significance" test
of Form 8-K under the 1934 Act and Regulation S-X of
the 1940 Act, therefore no financial information is
provided.
(b) PRO FORMA FINANCIAL INFORMATION
The acquisition does not meet the "significance" test
of Form 8-K under the 1934 Act and Regulation S-X of
the 1940 Act, therefore no pro forma financial
information is provided.
(c) EXHIBITS
See Exhibits Index, page 4 hereof.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
(Registrant) CONTINENTAL MATERIALS CORPORATION
---------------------------------------
(Signature) /S/Joseph J. Sum
---------------------------------------
Joseph J. Sum, Vice President, Finance
Date January 12, 2001
3
<PAGE>
EXHIBITS INDEX
Exhibit 2A Stock Purchase Agreement By and Among Continental
Materials Corporation, Rocky Mountain Ready Mix
Concrete, Inc. and The Shareholders of Rocky Mountain
Ready Mix Concrete, Inc.
Exhibit 2B Fifth Amendment to the Restated Revolving Credit and
Term Loan Agreement Between Continental Materials
Corporation, The Northern Trust Company and LaSalle
National Bank.
4
