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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. 3)*
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 15, 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 7 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)
Not Applicable
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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)
8.26% (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 7 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)
Not Applicable
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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 13,280
SHARES _________________________________________________________________
BENEFICIALLY 8. Shared Voting Power
OWNED BY -0-
EACH _________________________________________________________________
REPORTING 9. Sole Dispositive Power
PERSON 13,280
WITH _________________________________________________________________
10. Shared Dispositive Power
-0-
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
13,280
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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)
0.17% (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 7 Pages
This amendment amends the Schedule 13D dated December 27, 2001 (the "Schedule
13D") filed by Samstock/SIT, L.L.C., a Delaware limited liability company
("Samstock"), and Zell General Partnership, Inc., an Illinois corporation
("ZGP"; together with Samstock, the "Reporting Persons"), 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. Items 4, 6
and 7 of the Schedule 13D are hereby amended as follows:
ITEM 4. PURPOSE OF THE TRANSACTION
Item 4 is hereby amended by adding the following thereto:
On October 15, 2004, with the prior permission of the Special Committee of the
Board of Directors of the Issuer, EGI and the other Investors delivered a
revised written proposal for the acquisition of the Issuer's outstanding Common
Stock (the "Revised Proposal"). The Revised Proposal contemplates that the
acquisition would be accomplished by means of a tender offer for all shares of
the Issuer's outstanding Common Stock, subject to a minimum tender of seventy
percent (70%) of the outstanding shares of Common Stock, for $2.25 per share in
cash (the "Tender Offer"). The Revised Proposal replaces and supersedes, in its
entirety, the proposal letter dated September 23, 2004, submitted by the
Investors to the Special Committee (the "Prior Proposal").
Unlike the Prior Proposal, the Revised Proposal does not contemplate a merger or
consolidation and thus is not conditioned on any agreement with any holder of
notes outstanding under the Issuer's Indenture dated as of May 14, 1998, with
HSBC Bank, USA, as Trustee.
In connection with the Tender Offer, the Reporting Persons would roll-over their
existing equity interest in the Issuer, and an EGI affiliate would invest
additional equity capital along side the other Investors. One of the other
Investors, Joseph Gantz, has advised the Reporting Persons that he beneficially
owns 1,530 shares of the Issuer's Common Stock, but none of the Reporting
Persons or EGI has voting or dispositive power or any other rights in respect of
such shares.
The Investors intend that the Revised Proposal will result in a "Superior
Company Proposal" for purposes of the Existing Agreement, which would require
the Issuer to terminate the Existing Agreement and enter into a new agreement
with an acquisition vehicle to be formed by the Investors providing for the
Tender Offer. In any event, should the Existing Agreement and the transactions
contemplated thereby be brought to a vote of Issuer's shareholders, the
Reporting Persons intend to vote all of their shares of Common Stock against the
Existing Agreement and such transactions. A copy of the Revised Proposal is
attached hereto as Exhibit 4.
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, and the Revised Proposal attached hereto as
Exhibit 4, neither Reporting Person, nor, to the best knowledge of the Reporting
Persons, SIT, EGI 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 4 - Letter dated October 15, 2004, from Equity Group
Investments, L.L.C. and certain other potential
investors addressed to the Special Committee of
the Board of Directors of Home Products
International, Inc.
CUSIP No. 43705105 13D/A Page 5 of 7 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 15, 2004
SAMSTOCK/SIT, L.L.C.,
a Delaware limited liability company
/s/ Donald J. Liebentritt
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By: Donald J. Liebentritt
Its: Vice President
ZELL GENERAL PARTNERSHIP, INC.,
an Illinois corporation
/s/ Donald J. Liebentritt
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By: Donald J. Liebentritt
Its: Vice President
CUSIP No. 43705105 13D/A Page 6 of 7 Pages
EXHIBIT 4
October 15, 2004
Special Committee of the
Board of Directors
Home Products International, Inc.
4501 West 47th Street
Chicago, IL 60632
Gentlemen:
Equity Group Investments, L.L.C. ("EGI"), Triyar Capital, LLC ("Triyar") and
Joseph Gantz (together, the "Investors") are pleased to submit this proposal,
with your prior permission, for a tender offer (the "Tender Offer"), by a
company to be formed by them ("Newco"), for all shares of the Company's
outstanding common stock, subject to a minimum tender of 70% of the outstanding
shares, for $2.25 per share in cash (the "Purchase Price"). This proposal
replaces and supercedes, in its entirety, the proposal letter dated September
23, 2004, submitted by the Investors (the "Prior Proposal").
This proposal is not conditioned on any agreement with any holder of notes
outstanding under the Indenture (defined below).
As you may know, EGI is a Chicago-based private investment firm headed by Samuel
Zell. EGI affiliates own 664,000 shares of the Company's common stock. As part
of this proposed transaction, EGI is willing to roll-over its existing shares as
well as invest additional equity capital alongside Triyar and Mr. Gantz. EGI
intends to vote its shares against the Existing Agreement (as defined below).
Triyar is a Los Angeles-based private equity fund. Triyar was founded in 1995 by
the Yari family and specializes in value and special situation investments. Mr.
Gantz is a former member of the Board of Directors of the Company and possesses
extensive operating experience in the plastics industry. In addition, Mr. Gantz
is a permitted holder, as defined in the Indenture (as defined below).
This proposal is intended to constitute a "Company Takeover Proposal" for
purposes of the Agreement and Plan of Merger dated as of June 2, 2004 by and
between JRT Acquisition, Inc. and the Company (the "Existing Agreement"). The
Investors expect this proposal will result in (i) a "Superior Company Proposal"
for purposes of the Existing Agreement, (ii) the Company terminating the
Existing Agreement pursuant to Section 8.05(b) thereof and (iii) substantially
contemporaneously therewith, the Company entering into a new agreement (the
"Successor Agreement") with Newco providing for the Tender Offer.
The Investors are very excited about our proposal. But for a very few new issues
raised by the Company's most recent draft Company Disclosure Letter delivered to
the Investors late this week, the Investors have completed their due diligence
review. We look forward to continuing to have the Company's full cooperation and
full access to its relevant data and personnel and expect to resolve these
remaining issues expeditiously.
As you know, we are in agreement with the Special Committee on the final form of
a definitive agreement reflecting the Prior Proposal, except for a couple of
issues. We are now preparing a revision of that document to reflect changes in
the mechanics of the acquisition and, except for conforming changes, the
Successor Agreement will not differ substantively from the form of a definitive
agreement reflecting the Prior Proposal. We reaffirm our previous commitment to
negotiate in good faith and we will use all reasonable efforts to resolve any
issues by October 19, 2004.
The Investors anticipate that we can structure the Tender Offer and capitalize
Newco in a manner similar to the structure we had discussed with your counsel in
connection with our Prior Proposal. We believe that our proposed structure does
not constitute a "Change of Control" under, and thus will not trigger the
mandatory redemption provisions of, the Company's Indenture dated as of May 14,
1998, HSBC Bank, USA as Trustee (the "Indenture").
In view of the change-in-control provisions of the Company's current credit
agreement with Bank of America Business Capital (f/k/a Fleet Capital
Corporation) (the "Lender"), the Investors will need to negotiate with the
Lender a mutually acceptable amendment to that agreement to take effect at the
closing of the Tender Offer. The Lender has provided us a signed commitment
letter relating to the acquisition of the Company pursuant to our Prior
Proposal, and we will confirm with the Lender immediately that it does not
object to the change in structure of our acquisition proposal.
CUSIP No. 43705105 13D/A Page 7 of 7 Pages
This current proposal is not conditioned on any agreement with James R. Tennant,
the Company's CEO and Chairman. The Investors expect that, in connection with
the Tender Offer, holders of the Company's outstanding stock options which are
in the money by reference to the Purchase Price will be offered a cash-out for
the spread. Pending the execution of the Successor Agreement, this proposal is
non-binding.
Please feel free to contact Ellen Havdala at EGI, directly or through your
advisers, if you need any clarification of the above or wish to discuss it. We
look forward very much to working with you.
Very truly yours
EQUITY GROUP INVESTMENTS, L.L.C.
By: /s/
Ellen Havdala, Managing Director
TRIYAR CAPITAL, LLC
By: /s/
Mark Weber, Managing Director
/s/
JOSEPH GANTZ