-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HLwlyvIxRekheLg9ncXmUVTsAL56HYpLwc/U5kD3zWwp7GmRAepADx6bZayN5LBY jdHQ399NrnQeWB6jkpiAog== 0000950137-02-000171.txt : 20020413 0000950137-02-000171.hdr.sgml : 20020413 ACCESSION NUMBER: 0000950137-02-000171 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20020115 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HOME PRODUCTS INTERNATIONAL INC CENTRAL INDEX KEY: 0000814457 STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS PRODUCTS, NEC [3089] IRS NUMBER: 364147027 STATE OF INCORPORATION: DE FISCAL YEAR END: 1227 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-41444 FILM NUMBER: 2509493 BUSINESS ADDRESS: STREET 1: 4501 W 47TH ST CITY: CHICAGO STATE: IL ZIP: 60632 BUSINESS PHONE: 773-890-10 MAIL ADDRESS: STREET 1: 4501 WEST 47TH STREET CITY: CHICAGO STATE: IL ZIP: 60632 FORMER COMPANY: FORMER CONFORMED NAME: SELFIX INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SAMSTOCK SIT LLC CENTRAL INDEX KEY: 0001123496 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 366934216 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: TWO NORTH RIVERSIDE PLAZA STREET 2: STE 600 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 3124663885 MAIL ADDRESS: STREET 1: TWO NORTH RIVERSIDE PLAZA STREET 2: STE 600 CITY: CHICAGO STATE: IL ZIP: 60606 SC 13D 1 c66976sc13d.txt SCHEDULE 13D SCHEDULE 13D (RULE 13d-101) Information to be Included in Statements Filed Pursuant to Rule 13d-1(a) and Amendments Thereto Filed Pursuant to Rule 13d-2(a) SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Home Products International, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $.01 - -------------------------------------------------------------------------------- (Title of Class of Securities) 437305 10 5 - -------------------------------------------------------------------------------- (CUSIP Number) Joseph M. Paolucci, Equity Group Investments, L.L.C., Two N. Riverside Plaza, Suite 600, Chicago, IL 60606 (312) 466-3885 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 27, 2001 - -------------------------------------------------------------------------------- (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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 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 Rule 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 ("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. 437305 10 5 13D PAGE 2 OF 9 PAGES - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Samstock/SIT, L.L.C. FEIN # 36-6934126 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) WC - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 650,720 SHARES ----------------------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY -0- OWNED BY EACH ----------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER REPORTING 650,720 PERSON ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER WITH -0- - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 650,720 - -------------------------------------------------------------------------------- 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) 8.4% (1) - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) OO - -------------------------------------------------------------------------------- (1) Calculated based upon 7,773,142 shares of Issuer's Common Stock outstanding as of November 3, 2001, as reported in Issuer's Quarterly Report on Form 10-Q for the period ended September 30, 2001. CUSIP NO. 437305 10 5 13D PAGE 3 OF 9 PAGES - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Zell General Partnership, Inc. FEIN # 36-3716786 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) WC - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 13,280 SHARES ----------------------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY -0- OWNED BY EACH ----------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER REPORTING 13,280 PERSON ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER WITH -0- - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,280 - -------------------------------------------------------------------------------- 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 1% (1) - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) OO - -------------------------------------------------------------------------------- (1) Calculated based upon 7,773,142 shares of Issuer's Common Stock outstanding as of November 3, 2001, as reported in Issuer's Quarterly Report on Form 10-Q for the period ended September 30, 2001. CUSIP NO. 437305 10 5 13D PAGE 4 OF 9 PAGES ITEM 1. SECURITY AND ISSUER This Schedule 13D relates to the common stock, par value $0.01 per share ("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. ITEM 2. IDENTITY AND BACKGROUND (a - c) This Schedule 13D is being filed by Samstock/SIT, L.L.C., a Delaware limited liability company ("Samstock/SIT") and Zell General Partnership, Inc., an Illinois corporation ("ZGP"). The sole member of each of Samstock/SIT and 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"). 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 181 North Carmelina Avenue, Los Angeles, California 90049. Kellie Zell 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. Wanger also co-owner and co-manages Wanger Asset Management, the registered advisor for the Liberty Acorn Mutual Funds, whose business address is 227 West Monroe Street, Suite 300, Chicago, Illinois 60603. JoAnn Zell is a Director of Chai Trust. Ms. Zell is a physician. Matthew Zell is a Director of Chai Trust. Mr. Zell is also President of Prometheus Technologies, Inc., whose business address is Two North Riverside Plaza, Suite 600, Chicago, Illinois 60606. 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 and ZGP and their principal occupations are as follows: CUSIP NO. 437305 10 5 13D PAGE 5 OF 9 PAGES 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; and Philip Tinkler - Treasurer; Vice President and Treasurer of EGI. The principal business of each of Samstock/SIT, ZGP, EGI and SIT is investments. Chai is a regulated trust company and manages trusts. The business address of Samstock/SIT, ZGP, EGI, SIT, and unless otherwise specified, the executive officers and directors named above, is Two North Riverside Plaza, Chicago, Illinois 60606. (d) and (e) Neither Samstock/SIT or ZGP, nor to the knowledge of Samstock/SIT and ZGP, none of Samstock/SIT, ZGP, SIT or Chai or their respective executive officers or directors has, during the last five years (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was, or is, subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to federal or state securities laws or finding any violation with respect to such laws. (f) All of the executive officers and directors of Samstock/SIT, ZGP and Chai are citizens of the United States. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION On December 27, 2001, Samstock, L.L.C., a Delaware limited liability company and an affiliate of Samuel Zell, effected a pro rata distribution of an aggregate of 664,000 shares of Issuer's Common Stock to its members, Alphabet Partners, ZFT Partnership and ZGP, each of which is an affiliate of Mr. Zell. ZGP received 13,280 shares of Issuer's Common Stock pursuant to such pro rata distribution of shares from Samstock, L.L.C. without payment of additional consideration. On December 27, 2001, immediately following the distribution of 325,360 shares of Issuer's Common Stock from Samstock, L.L.C.to each of Alphabet Partners and ZFT Partnership, Samstock/SIT purchased an aggregate of 650,720 shares of Issuer's Common Stock, at a price of $2.95 per share, from such entities for an aggregate purchase price of $1,919,624. The funds used by Samstock/SIT to purchase the 650,720 shares of Issuer's Common Stock from Alphabet Partners and ZFT Partnership in the amount of $1,919,624 came from working capital. ITEM 4. PURPOSE OF THE TRANSACTION The purchase of the shares of the Issuer's Common Stock by Samstock/SIT from other affiliates of Samuel Zell immediately following the pro rata distribution of such shares by Samstock, L.L.C., were effected solely for tax planning purposes. The shares of Common Stock held by Samstock/SIT and ZGP were initially acquired by Samstock, L.L.C. in open market transactions for the purpose of investing in Issuer. Consistent with such purposes, Samstock/SIT and/or ZGP may have discussions with management and other stockholders of Issuer concerning various operational and financial aspects of Issuer's CUSIP NO. 437305 10 5 13D PAGE 6 OF 9 PAGES business. Samstock/SIT and/or ZGP may, in the future, also have discussions with management, directors and other stockholders of the Issuer concerning various ways of maximizing long-term stockholder value. Depending upon market conditions and other factors that Samstock/SIT and/or ZGP may deem material to its investment decision, Samstock/SIT and/or ZGP may purchase additional shares of Common Stock in the open market or in private transactions. Depending upon these same conditions, Samstock/SIT and/or ZGP may sell all or a portion of the shares of Common Stock that it now owns or hereafter may acquire on the open market or in private transactions. Neither Samstock/SIT or ZGP, nor, to the best knowledge of Samstock/SIT and ZGP, SIT or Chai or the persons set forth in Item 2 above, has any plans or proposals of the types referred to in clauses (a) through (j) of Item 4 of Schedule 13D, as promulgated by the Securities and Exchange Commission. These persons, however, may at any time and from time to time, review or reconsider their position with respect to such matters. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) and (b) To the best knowledge of Samstock/SIT and ZGP, there were 7,773,142 shares of Issuer's Common Stock outstanding as of November 3, 2001, as reported in Issuer's Quarterly Report on Form 10-Q for the period ended September 30, 2001. Based upon the foregoing, the 664,000 shares of Common Stock beneficially owned by Samstock/SIT and ZGP represents 8.54% of the issued and outstanding Common Stock. 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 shares of Common Stock acquired by it and 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 shares of Common Stock acquired by it. (c) On December 27, 2001, Samstock/SIT purchased an aggregate of 650,720 shares of Issuer's Common Stock for an aggregate purchase price of $1,919,624 from Alphabet Partners and ZFT Partnership, each of which is an affiliate of Mr. Zell, immediately following a pro rata distribution of such shares from Samstock, L.L.C., a Delaware limited liability company and an affiliate of Mr. Zell. On December 27, 2001, ZGP received 13,280 shares of Issuer's Common Stock pursuant to such pro rata distribution of shares from Samstock, L.L.C. without payment of additional consideration. (d) and (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Except for the Joint Filing Agreement attached hereto as Exhibit 1, neither Samstock/SIT or ZGP, nor, to the best knowledge of Samstock/SIT and ZGP, SIT 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. Exhibit 1 - Joint Filing Agreement dated as of December 27, 2001 by and among Samstock/SIT, L.L.C. and Zell General Partnership, Inc. CUSIP NO. 437305 10 5 13D PAGE 7 OF 9 PAGES SIGNATURES ------------ After reasonable inquiry, and the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. DATED: January 11, 2002. SAMSTOCK/SIT, L.L.C., a Delaware Limited Liability Company /s/ Donald J. Liebentritt ------------------------------------- By: Donald J. Liebentritt, Its: Vice President ZELL GENERAL PARTNERSHIP, INC., an Illinois corporation /s/ Donald J. Liebentritt ------------------------------------- By: Donald J. Liebentritt Its: Vice President CUSIP NO. 437305 10 5 13D PAGE 8 OF 9 PAGES EXHIBIT INDEX - -------------------------------------------------------------------------------- EXHIBIT NUMBER DESCRIPTION PAGE - -------------------------------------------------------------------------------- 1 JOINT FILING AGREEMENT DATED AS OF DECEMBER 27, 2001 BY AND AMONG SAMSTOCK/SIT, L.L.C. AND ZELL GENERAL PARTNERSHIP, INC. - -------------------------------------------------------------------------------- EX-99.1 3 c66976ex99-1.txt JOINT FILING AGREEMENT CUSIP NO. 437305 10 5 13D PAGE 9 OF 9 PAGES EXHIBIT 1 JOINT FILING AGREEMENT This AGREEMENT is dated as of December 27, 2001, by and among Samstock/SIT, L.L.C., a Delaware limited liability company and Zell General Partnership, Inc. an Illinois corporation (collectively the "Reporting Persons"). WHEREAS, the Reporting Persons beneficially own shares of common stock, $.01 par value, of Home Products International, Inc. a Delaware corporation; WHEREAS, the parties hereto may be deemed to constitute a "group" for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Act"); and WHEREAS, each of the parties hereto desire by this Agreement to provide for the joint filing of a Schedule 13D, and all amendments thereto, with the Securities and Exchange Commission. 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; 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. IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first above written. SAMSTOCK/SIT, L.L.C., a Delaware Limited Liability Company /s/ Donald J. Liebentritt --------------------------------------- By: Donald J. Liebentritt, Its: Vice President ZELL GENERAL PARTNERSHIP, INC., an Illinois corporation /s/ Donald J. Liebentritt --------------------------------------- By: Donald J. Liebentritt Its: Vice President -----END PRIVACY-ENHANCED MESSAGE-----