UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment No. 17)1
Continental Materials Corporation
(Name of Issuer)
Common Stock, par value $0.25
(Title of Class of Securities)
211615307
(CUSIP Number)
STEVEN WOLOSKY, ESQ.
OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
Park Avenue Tower
65 East 55th Street
New York, New York 10022
(212) 451-2300
Authorized to Receive Notices and Communications)
February 17, 2012
(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
_______________
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 (“Act”) 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).
CUSIP NO. 211615307
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1
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NAME OF REPORTING PERSON
STEEL PARTNERS HOLDINGS L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o
(b) o
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
- 0 -
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8
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SHARED VOTING POWER
93,545
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9
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SOLE DISPOSITIVE POWER
- 0 -
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10
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SHARED DISPOSITIVE POWER
93,545
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
93,545
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.8%
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14
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TYPE OF REPORTING PERSON
PN
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2
CUSIP NO. 211615307
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1
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NAME OF REPORTING PERSON
SPH GROUP LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o
(b) o
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
- 0 -
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8
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SHARED VOTING POWER
93,545
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9
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SOLE DISPOSITIVE POWER
- 0 -
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10
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SHARED DISPOSITIVE POWER
93,545
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||
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
93,545
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.8%
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14
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TYPE OF REPORTING PERSON
OO
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3
CUSIP NO. 211615307
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1
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NAME OF REPORTING PERSON
SPH GROUP HOLDINGS LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o
(b) o
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|
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3
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SEC USE ONLY
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||
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4
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SOURCE OF FUNDS
AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
- 0 -
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8
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SHARED VOTING POWER
93,545
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9
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SOLE DISPOSITIVE POWER
- 0 -
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||
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10
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SHARED DISPOSITIVE POWER
93,545
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||
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
93,545
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||
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.8%
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14
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TYPE OF REPORTING PERSON
OO
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4
CUSIP NO. 211615307
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1
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NAME OF REPORTING PERSON
STEEL PARTNERS HOLDINGS GP INC.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o
(b) o
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3
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SEC USE ONLY
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||
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4
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SOURCE OF FUNDS
AF
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||
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
- 0 -
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8
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SHARED VOTING POWER
93,545
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||
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9
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SOLE DISPOSITIVE POWER
- 0 -
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||
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10
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SHARED DISPOSITIVE POWER
93,545
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
93,545
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||
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.8%
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14
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TYPE OF REPORTING PERSON
CO
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5
CUSIP NO. 211615307
The following constitutes Amendment No. 17 to the Schedule 13D filed by the undersigned (“Amendment No. 17”). This Amendment No. 17 amends the Schedule 13D as specifically set forth herein.
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Item 3.
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Source and Amount of Funds or Other Consideration.
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Item 3 is hereby amended and restated to read as follows:
The aggregate purchase price of the 93,545 Shares owned directly by SPHG Holdings is approximately $1,600,663, including brokerage commissions. The Shares owned directly by SPHG Holdings were acquired with funds of an affiliated entity that initially purchased the Shares prior to being contributed to SPHG Holdings.
Set forth on Schedule B annexed to Amendment No. 15 to the Schedule 13D (“Schedule B”) is the aggregate purchase price of the Shares beneficially owned, if any, by each of the persons listed on Schedule A annexed to Amendment No. 16 to the Schedule 13D (“Schedule A”).
SPHG Holdings effects purchases of securities primarily through margin accounts maintained for it with prime brokers, which may extend margin credit to it as and when required to open or carry positions in the margin accounts, subject to applicable federal margin regulations, stock exchange rules and the prime brokers’ credit policies. In such instances, the positions held in the margin accounts are pledged as collateral security for the repayment of debit balances in the accounts.
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Item 5.
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Interest in Securities of the Issuer.
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Item 5(a) is hereby amended and restated to read as follows:
(a) The aggregate percentage of Shares reported owned by each person named herein is based upon 1,622,624 Shares outstanding, which is the total number of Shares outstanding as of November 15, 2011 as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 21, 2011.
As of the close of business on February 21, 2012, SPHG Holdings owned directly 93,545 Shares, constituting approximately 5.8% of the Shares outstanding. By virtue of their relationships with SPHG Holdings, each of Steel Holdings, SPHG and Steel Holdings GP may be deemed to beneficially own the Shares owned directly by SPHG Holdings.
Set forth on Schedule B is the aggregate number and percentage of Shares beneficially owned, if any, by each of the persons listed on Schedule A. Unless otherwise indicated thereon, each of the persons listed on Schedule B has (i) the sole power to vote and dispose of the Shares they beneficially own, if any, and (ii) the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares that they beneficially own, if any.
Item 5(c) is hereby amended to add the following:
(c) Schedule C annexed hereto lists all transactions in the Shares by the Reporting Persons since the filing of Amendment No. 16 to the Schedule 13D. All of such transactions were effected in the open market.
6
CUSIP NO. 211615307
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.
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Dated: February 22, 2012
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STEEL PARTNERS HOLDINGS L.P.
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By:
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Steel Partners Holdings GP Inc.
General Partner
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By:
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/s/ Jack L. Howard
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Jack L. Howard, President
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SPH GROUP LLC
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By:
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Steel Partners Holdings GP Inc.
Managing Member
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By:
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/s/ Jack L. Howard
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Jack L. Howard, President
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SPH GROUP HOLDINGS LLC
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By:
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Steel Partners Holdings GP Inc.
Manager
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By:
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/s/ Jack L. Howard
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Jack L. Howard, President
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STEEL PARTNERS HOLDINGS GP INC.
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By:
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/s/ Jack L. Howard
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Jack L. Howard, President
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7
CUSIP NO. 211615307
SCHEDULE C
Transactions in the Shares of the Issuer Since the Filing of Amendment No. 16 to the Schedule 13D
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Class of
Security
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Securities
(Sold)
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Price ($)
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Date of
Sale
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SPH GROUP HOLDINGS LLC
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Common Stock
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(10,000)
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12.3750
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02/15/12
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Common Stock
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(5,000)
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12.3700
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02/16/12
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Common Stock
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(2,500)
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12.3700
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02/17/12
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