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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
Home Products International, Inc.
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(Name of Issuer)
Common Stock, par value $0.01 per share
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(Title of Class of Securities)
437305105
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(CUSIP Number)
Marc D. Hauser
Equity Group Investments, L.L.C.
2 North Riverside Plaza, Suite 600
Chicago, Illinois 60606
(312) 466-3281
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 22, 2004
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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 that is the subject of this Schedule 13D, and is filing this
schedule because of ss. 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 ss. 240.13d-7(b) for other
parties to whom copies are to be sent.
* 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).
POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED
IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY
VALID OMB CONTROL NUMBER.
CUSIP No. 43705105 13D/A Page 2 of 12 Pages
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1. Name of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Samstock/SIT, L.L.C. FEIN 36-6934126
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2. Check the Appropriate Box If a Member of a Group (See Instructions)
(a) [_]
(b) [x]
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3. SEC Use Only
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4. Source of Funds (See Instructions)
WC
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5. Check If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d)
or 2(e) [_]
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6. Citizenship or Place of Organization
Delaware
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7. Sole Voting Power
NUMBER OF 650,720
SHARES _________________________________________________________________
BENEFICIALLY 8. Shared Voting Power
OWNED BY 0
EACH _________________________________________________________________
REPORTING 9. Sole Dispositive Power
PERSON 650,720
WITH _________________________________________________________________
10. Shared Dispositive Power
0
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
650,720
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12. Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [_]
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13. Percent of Class Represented by Amount in Row (11)
8.3% (1)
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14. Type of Reporting Person (See Instructions)
OO
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(1) Calculated based upon 7,878,902 shares of Issuer's Common Stock outstanding
as of August 2, 2004, as reported in Issuer's Quarterly Report on Form 10-Q for
the period ended June 26, 2004.
CUSIP No. 43705105 13D/A Page 3 of 12 Pages
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1. Name of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Zell General Partnership, Inc. FEIN 36-3716786
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2. Check the Appropriate Box If a Member of a Group (See Instructions)
(a) [_]
(b) [x]
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3. SEC Use Only
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4. Source of Funds (See Instructions)
WC
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5. Check If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d)
or 2(e) [_]
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6. Citizenship or Place of Organization
Delaware
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7. Sole Voting Power
NUMBER OF 13,275
SHARES _________________________________________________________________
BENEFICIALLY 8. Shared Voting Power
OWNED BY 0
EACH _________________________________________________________________
REPORTING 9. Sole Dispositive Power
PERSON 13,275
WITH _________________________________________________________________
10. Shared Dispositive Power
0
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
13,275
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12. Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [_]
--------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
0.2% (1)
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14. Type of Reporting Person (See Instructions)
OO
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(1) Calculated based upon 7,878,902 shares of Issuer's Common Stock outstanding
as of August 2, 2004, as reported in Issuer's Quarterly Report on Form 10-Q for
the period ended June 26, 2004.
CUSIP No. 43705105 13D/A Page 4 of 12 Pages
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1. Name of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Storage Acquisition Company, L.L.C. FEIN applied for
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2. Check the Appropriate Box If a Member of a Group (See Instructions) (a) [_]
(b) [x]
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3. SEC Use Only
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4. Source of Funds (See Instructions)
WC
--------------------------------------------------------------------------------
5. Check If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d)
or 2(e) [_]
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6. Citizenship or Place of Organization
Delaware
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7. Sole Voting Power
NUMBER OF 0
SHARES _________________________________________________________________
BENEFICIALLY 8. Shared Voting Power
OWNED BY 5
EACH _________________________________________________________________
REPORTING 9. Sole Dispositive Power
PERSON 0
WITH _________________________________________________________________
10. Shared Dispositive Power
5
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
5
--------------------------------------------------------------------------------
12. Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [_]
--------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
Less than 0.1% (1)
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14. Type of Reporting Person (See Instructions)
OO
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(1) Calculated based upon 7,878,902 shares of Issuer's Common Stock outstanding
as of August 2, 2004, as reported in Issuer's Quarterly Report on Form 10-Q for
the period ended June 26, 2004.
CUSIP No. 43705105 13D/A Page 5 of 12 Pages
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1. Name of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
EGI-Fund (02-04) Investors, L.L.C. FEIN 40-0002819
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2. Check the Appropriate Box If a Member of a Group (See Instructions)
(a) [_]
(b) [x]
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3. SEC Use Only
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4. Source of Funds (See Instructions)
WC
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5. Check If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d)
or 2(e) [_]
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6. Citizenship or Place of Organization
Delaware
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7. Sole Voting Power
NUMBER OF 0
SHARES _________________________________________________________________
BENEFICIALLY 8. Shared Voting Power
OWNED BY 5
EACH _________________________________________________________________
REPORTING 9. Sole Dispositive Power
PERSON 0
WITH _________________________________________________________________
10. Shared Dispositive Power
5
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
5
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12. Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [_]
--------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
Less than 0.1% (1)
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14. Type of Reporting Person (See Instructions)
OO
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(1) Calculated based upon 7,878,902 shares of Issuer's Common Stock outstanding
as of August 2, 2004, as reported in Issuer's Quarterly Report on Form 10-Q for
the period ended June 26, 2004.
CUSIP No. 43705105 13D/A Page 6 of 12 Pages
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1. Name of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Joseph Gantz
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2. Check the Appropriate Box If a Member of a Group (See Instructions) (a) [_]
(b) [x]
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3. SEC Use Only
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4. Source of Funds (See Instructions)
PF
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5. Check If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d)
or 2(e) [_]
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6. Citizenship or Place of Organization
United States
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7. Sole Voting Power
NUMBER OF 1,530
SHARES _________________________________________________________________
BENEFICIALLY 8. Shared Voting Power
OWNED BY 0
EACH _________________________________________________________________
REPORTING 9. Sole Dispositive Power
PERSON 1,530
WITH _________________________________________________________________
10. Shared Dispositive Power
0
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,530
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12. Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [_]
--------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
Less than 0.1% (1)
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14. Type of Reporting Person (See Instructions)
IN
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(1) Calculated based upon 7,878,902 shares of Issuer's Common Stock outstanding
as of August 2, 2004, as reported in Issuer's Quarterly Report on Form 10-Q for
the period ended June 26, 2004.
CUSIP No. 43705105 13D/A Page 7 of 12 Pages
This amendment amends the Schedule 13D dated December 27, 2001 (as previously
amended from time to time, the "Schedule 13D") filed by Samstock/SIT, L.L.C., a
Delaware limited liability company ("Samstock/SIT"), and Zell General
Partnership, Inc., an Illinois corporation ("ZGP"), with respect to the common
stock, $0.01 par value (the "Common Stock"), of Home Products International,
Inc., a Delaware corporation ("Issuer"), which has its principal executive
offices at 4501 West 47th Street, Chicago, Illinois 60632. Storage Acquisition
Company, L.L.C., a Delaware limited liability company ("SAC"), EGI-Fund (02-04)
Investors, L.L.C., a Delaware limited liability company ("Fund 02-04"), and
Joseph Gantz, an individual ("Gantz") are hereby added as Reporting Persons to
this Schedule 13D, and Items 2, 4, 5, 6 and 7 of the Schedule 13D are hereby
amended as follows:
ITEM 2. IDENTITY AND BACKGROUND
Items 2(a-c) are hereby amended and restated in their entirety as follows:
(a-c) This Schedule 13D is being filed by Samstock/SIT, ZGP, SAC, Fund 02-04 and
Gantz (collectively, the "Reporting Persons").
The sole member of Samstock/SIT and the sole shareholder of ZGP is Sam
Investment Trust, an Illinois trust ("SIT") formed for the benefit of Samuel
Zell and members of his family. The sole trustee of SIT is Chai Trust Company,
L.L.C., an Illinois limited liability company ("Chai Trust").
SAC is a Delaware limited liability company to be funded by Fund 02-04, Gantz,
Walnut Investment Partners, L.P. and certain other investors. The managing
member of SAC is Fund 02-04. EGI-Managing Member (02-04), L.L.C. is a Delaware
limited liability company and the managing member of Fund 02-04 ("Managing
Member"). SZ Investments, L.L.C. ("SZ Investments") is a Delaware limited
liability company and the managing member of Managing Member. SZ Investments is
indirectly owned by various trusts established for the benefit of Samuel Zell
and his family. The trustee of each of those trusts is Chai Trust.
The officers and members of the Board of Directors of Chai and their principal
occupations are as follows:
- Bert Cohen is a Director of Chai Trust. Mr. Cohen is also a semi-retired
investor, whose residence is 5000-4A Estate Enighed, #65, St. John, VI 00830.
- Kellie Zell Harper is a Director of Chai Trust and also works as a homemaker.
- Donald J. Liebentritt is the President and a Director of Chai Trust. Mr.
Liebentritt is also the President of Equity Group Investments, L.L.C. ("EGI").
- Leah Zell Wanger is a Director of Chai Trust. Ms. Wagner is a private investor
whose business address is 227 West Monroe Street, Chicago, Illinois 60603.
- JoAnn Zell Gillis is a Director of Chai Trust. Mrs. Zell Gillis is a
physician.
- Matthew Zell is a Director of Chai Trust and an employee of EGI.
- Robert M. Levin is a Senior Trust Officer of Chai Trust. Mr. Levin is also a
partner in the law firm Levin & Schreder Ltd., whose business address is 120
North LaSalle Street, Suite 3800, Chicago, Illinois 60602.
- James Bunegar is Vice President, Chief Financial Officer, Assistant Trust
Officer and Treasurer of Chai Trust. Mr. Bunegar is also the Vice President,
Taxes of EGI.
The executive officers of each of Samstock/SIT, ZGP and Fund 02-04, and their
principal occupations, are as follows:
-Samuel Zell - President; Chairman of the Board of Directors of EGI
-William Pate - Vice President; Managing Director of EGI
-Donald J. Liebentritt - Vice President; President of EGI
-Philip Tinkler - Treasurer; Vice President and Treasurer of EGI
CUSIP No. 43705105 13D/A Page 8 of 12 Pages
The executive officers of SAC, and the principal occupations, are as follows:
-Samuel Zell - President; Chairman of the Board of Directors of EGI
-William Pate - Vice President; Managing Director of EGI
-Donald J. Liebentritt - Vice President; President of EGI
-Ellen Havdala - Vice President; Managing Director of EGI
-Philip Tinkler - Treasurer; Vice President and Treasurer of EGI
The principal business of each of Samstock/SIT, ZGP, Fund 02-04, SAC, EGI, SIT,
Managing Member, and SZ Investments is investments. Chai is a regulated trust
company and manages trusts. The business address of each of Samstock/SIT, ZGP,
Fund 02-04, SAC, EGI, SIT, Managing Member, Chai and SZ Investments and, unless
otherwise specified, the executive officers and directors named above, is Two
North Riverside Plaza, Chicago, Illinois 60606.
Gantz is an individual whose business address is 100 Park Avenue, Suite 2100,
New York, New York 10017. He is an attorney and a general partner of The Walnut
Group, a private investment firm.
ITEM 3. Source and Amount of Funds or Other Consideration
iTEM 3 is hereby amended by adding the following thereto:
On October 21, 2004, ZGP transferred five (5) shares of Common Stock of the
Issuer to Fund 02-04 in a privately-negotiated transaction. Immediately
subsequent thereto, Fund 02-04 contributed such five (5) shares of Common Stock
to SAC as a capital contribution.
Gantz acquired all 1,530 shares of Common Stock owned by him in connection with
his service as a member of the Board of Directors of the Issuer between 1996 and
1999.
ITEM 4. PURPOSE OF THE TRANSACTION
Item 4 is hereby amended by adding the following thereto:
On October 21, 2004, the Special Committee of the Board of Directors advised the
Reporting Persons that the Special Committee has determined that the proposal by
SAC, a company to be funded by Fund 02-04, Gantz, Walnut Investment Partners,
L.P., and others (collectively, the "SAC Investors"), for the acquisition of
100% of the Issuer's outstanding Common Stock by means of a tender offer,
subject to a minimum tender of a majority of the outstanding shares of Common
Stock (other than shares held by the SAC Investors) and other customary
conditions, for $2.25 per share in cash, is a "Superior Company Proposal" for
purposes of the Existing Agreement. In accordance with the Existing Agreement,
the Special Committee notified JRT Acquisition, Inc. of such determination.
If the tender offer is consummated and other conditions are satisfied, it would
be followed by a reverse stock split of the Issuer's outstanding common stock
pursuant to an amendment to the Issuer's Certificate of Incorporation that would
have the effect of reducing the number of stockholders of the Issuer to one,
namely SAC. In such reverse stock split, the number of outstanding shares would
be combined into a smaller number of shares such that the shares formerly held
by each stockholder of the Issuer, other than SAC, would represent less than a
whole share, and such stockholders would receive, in lieu of a fractional share,
a cash payment equal to (x) the total number of shares held by such stockholder
immediately prior to the stock split multiplied by (y) $2.25 in cash.
CUSIP No. 43705105 13D/A Page 9 of 12 Pages
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Items 5(a-c) are hereby amended and restated in their entirety as follows:
(a) and (b) To the best knowledge of each of the Reporting Persons, there were
7,878,902 shares of Issuer's Common Stock outstanding as of August 2, 2004, as
reported in Issuer's Quarterly Report on Form 10-Q for the period ended June 26,
2004.
Samstock/SIT currently has the sole power to vote or to direct the vote of, and
the sole power to dispose or to direct the disposition of, the 650,720 shares of
Common Stock held by it. ZGP currently has the sole power to vote or to direct
the vote of, and the sole power to dispose or to direct the disposition of, the
13,275 shares of Common Stock held by it. SAC and Fund 02-04 each currently
share the power to vote or to direct the vote of, and the power to dispose or to
direct the disposition of, the 5 shares of Common Stock held by SAC. Joseph
Gantz currently has the sole power to vote or to direct the vote of, and the
sole power to dispose or to direct the disposition of, the 1,530 shares of
Common Stock held by him.
Based upon the foregoing, the 665,530 shares of Common Stock beneficially owned
by the Reporting Persons represents 8.4% of the issued and outstanding Common
Stock.
(c) Except as set forth above in Items 3 and 4, during the last 60 days no other
transactions in Issuer's Common Stock or were effected by any of the reporting
persons.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
Item 6 is hereby amended and restated in its entirety as follows:
Except for the Joint Filing Agreement attached hereto as Exhibit 1, the
Investors' proposal attached hereto as Exhibit 2, the Confidentiality Agreement
attached hereto as Exhibit 3, the Revised Proposal attached hereto as Exhibit 4,
the Amended and Restated Joint Filing Agreement attached hereto as Exhibit 5,
and the Power of Attorney attached hereto as Exhibit 6, no Reporting Person,
nor, to the best knowledge of the Reporting Persons, SIT, EGI, SZ Investments,
Managing Member or Chai, or any of the persons set forth in Item 2 above, has
any contract, arrangement, understanding or relationship with any person with
respect to any securities of the Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Item 7 is hereby amended by adding the following:
Exhibit 5 - Amended and Restated Joint Filing Agreement dated
October 21, 2004 and made by and among the Reporting
Persons
Exhibit 6 - Power of Attorney dated October 21, 2004 made by
Gantz in favor of F. Mark Reuter, Storage Acquisition
Company, L.L.C. and EGI-Fund (02-04) Investors,
L.L.C.
CUSIP No. 43705105 13D/A Page 10 of 12 Pages
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Date: October 22, 2004
SAMSTOCK/SIT, L.L.C.
EGI-FUND (02-04) INVESTORS, L.L.C.
ZELL GENERAL PARTNERSHIP, INC.
/s/ Donald J. Liebentritt
-----------------------------
Each By: Donald J. Liebentritt
Its: Vice President
STORAGE ACQUISITION COMPANY, L.L.C.
/s/ Ellen Havdala
-----------------------------
By: Ellen Havdala
Its: President
/s/ Joseph Gantz
-----------------------------
JOSEPH GANTZ
CUSIP No. 43705105 13D/A Page 11 of 12 Pages
EXHIBIT 5
AMENDED AND RESTATED JOINT FILING AGREEMENT
THIS AGREEMENT is dated as of October 21, 2004 and is made by and among Storage
Acquisition Company, L.L.C., a Delaware limited liability company ("SAC"),
Samstock/SIT, L.L.C., a Delaware limited liability company ("Samstock/SIT"),
Zell General Partnership, Inc., an Illinois corporation ("ZGP"), EGI-Fund
(02-04) Investors, L.L.C., a Delaware limited liability company ("Fund 02-04"),
and Joseph Gantz, an individual ("Gantz"; together with SAC, Samstock/SIT, ZGP
and Fund 02-04, the "Reporting Persons").
WHEREAS, each of Samstock/SIT and ZGP are parties to that certain Joint Filing
Agreement dated as of December 27, 2001 (the "Original Agreement"), pursuant to
the terms of which Samstock/SIT and ZGP agreed to provide for the filing of a
joint Schedule 13D, and all amendments thereto, with respect to shares of common
stock, par value $0.01, of Home Products International, Inc. (the "Common
Stock");
WHEREAS, each of SAC, Fund 02-04 and Gantz, together with Samstock/SIT and ZGP,
may be deemed to constitute a "group" for purposes of Section 13(d)(3) of the
Securities Exchange Act of 1934, as amended;
WHEREAS, each of the Reporting Persons desire by this Agreement to amend and
restate the Original Agreement in its entirety to add SAC, Fund 02-04 and Gantz
thereto and to provide for the joint filing of a Schedule 13D, and all
amendments thereto, with the Securities and Exchange Commission with respect to
the Common Stock.
NOW, THEREFORE, the parties hereto agree as follows:
1. The parties hereto will join in the preparation and filing of a single
statement containing the information required by Schedule 13D, and all
amendments thereto, and the Schedule 13D and all such amendments will be filed
on behalf of each party hereto. Each party is eligible to use the Schedule 13D
on which such information is filed.
2. Each party hereto will be responsible for the timely filing of the Schedule
13D, and all amendments thereto, and for the completeness and accuracy of the
information concerning such party contained therein. No party hereto will be
responsible for the completeness or accuracy of the information concerning any
other party contained in the Schedule 13D or any amendment thereto, except to
the extent such party knows or has reason to believe that such information is
inaccurate.
3. This Agreement may be executed in counterparts, all of which when taken
together will constitute one and the same instrument. This Agreement hereby
amends and restates the Original Agreement in its entirety.
CUSIP No. 43705105 13D/A Page 12 of 12 Pages
EXHIBIT 6
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, Joseph Gantz, has made,
constituted and appointed, and by these presents does make, constitute and
appoint, each and any of F. Mark Reuter, Storage Acquisition Company, L.L.C.
("SAC") and EGI-Fund (02-04) Investors, L.L.C. ("Fund 02-04") with full power of
substitution, his true and lawful attorney-in-fact and agent, for him in his
name, place and stead individually, to execute, acknowledge, deliver and file
any and all filings required by Section 13 of the Securities Exchange Act of
1934, as amended (the "Act"), and the rules and regulations promulgated
thereunder respecting Rule 13d, Schedule 13D, and any amendments thereto,
together with all filings required by Section 16 of the Act, and the rules and
regulations promulgated thereunder, and any amendments thereto, to be filed by
him in connection with the acquisition and/or disposition by SAC (of which he is
a non-managing member) or Fund 02-04 of shares of common stock, $0.01 per share
par value, of Home Products International, Inc., hereby ratifying and confirming
all that said attorney-in-fact and agent or his substitute or substitutes may do
or cause to be done by virtue hereof.
The validity of this Power of Attorney shall not be affected in any manner by
reason of the execution, at any time, of other powers of attorney by the
undersigned in favor of persons other than those named herein.
WITNESS THE EXECUTION HEREOF this 21st day of October, 2004, by Joseph Gantz.