SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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)
(Amendment No.)(1)
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)
Michael A. Nemeroff, Esq.
Vedder, Price, Kaufman & Kammholz, P.C.
222 North LaSalle Street
Chicago, IL 60601-1003
(312) 609-7500
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 5, 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 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 for
other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 7 Pages)
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(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 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. 437305105 13D Page 2 of 7 Pages
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
James R. Tennant
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [_]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
BK and PF
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF
708,538(1)
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY N/A
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
708,538(1)
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
N/A
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
708,538
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.0%(2)
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
IN
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
(1) Includes 200,100 shares of common stock which may be purchased by Mr.
Tennant upon exercise of currently exercisable options and 40,810 shares of
common stock to be issued under the Company's Executive Incentive Plan.
(2) Based upon 7,865,434 issued and outstanding shares of common stock as
reported in the Company's quarterly report on Form 10-Q for the quarter ended
September 27, 2003.
CUSIP No. 437305105 13D Page 3 of 7 Pages
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
James E. Winslow
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [_]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
BK and PF
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF
139,026(1)
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY N/A
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
139,026(1)
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
N/A
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
139,026
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.8%(2)
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
IN
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
(1) Includes 43,850 shares of common stock which may be purchased by Mr. Winslow
upon exercise of currently exercisable options and 15,315 shares of common stock
to be issued under the Company's Executive Incentive Plan.
(2) Based upon 7,865,434 issued and outstanding shares of common stock as
reported in the Company's quarterly report on Form 10-Q for the quarter ended
September 27, 2003.
CUSIP No. 437305105 13D Page 4 of 7 Pages
________________________________________________________________________________
Item 1. Security and Issuer.
The class of equity securities to which this Schedule 13D relates is
the common stock, par value $0.01 per share (the "Common Stock") of Home
Products International, Inc., a Delaware corporation (the "Company"). The
Company's principal executive offices are located at 4501 W. 47th Street,
Chicago, Illinois 60623.
________________________________________________________________________________
Item 2. Identity and Background.
This Schedule 13D is filed by James R. Tennant ("Mr. Tennant") and
James E. Winslow ("Mr. Winslow" and, together with Mr. Tennant, the "Reporting
Persons") with respect to shares of Common Stock which the Reporting Persons
beneficially own. The Reporting Persons are making this single, joint filing
because they may be deemed to constitute a "group" within the meaning of Section
13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Act"), with
respect to the prospective transaction described in Item 4 below. Except as
expressly set forth in this Schedule 13D, each Reporting Person disclaims
beneficial ownership of the shares of Common Stock beneficially owned by the
other Reporting Person. Information with respect to each Reporting Person is
given solely by such Reporting Person, and neither Reporting Person assumed
responsibility for the accuracy or completeness of the information concerning
the other Reporting Person, except as otherwise provided in Rule 13(d)-1. The
agreement between the Reporting Persons relating to the joint filing of this
Schedule 13D is attached hereto as Exhibit 99.1.
Mr. Tennant is a United States citizen and his business address is c/o
Home Products International, Inc., 4501 W. 47th Street, Chicago, Illinois 60623.
Mr. Tennant's principal occupation is that of CEO and Chairman of the Company.
Mr. Winslow is a United States citizen and his business address is c/o
Home Products International, Inc., 4501 W. 47th Street, Chicago, Illinois 60623.
Mr. Winslow's principal occupation is that of CFO and Executive Vice President
of the Company.
During the last five years (i) none of the Reporting Persons have been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) and (ii) none of the Reporting Persons were a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding were or are 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 of such
laws.
________________________________________________________________________________
Item 3. Source and Amount of Funds or Other Consideration.
It is anticipated that funding for the proposed transaction described
in Item 4 below will be obtained through third party debt financing currently
being negotiated by the Reporting Persons that, together with other funds
available to the Reporting Persons, will be sufficient to consummate such
transaction.
CUSIP No. 437305105 13D Page 5 of 7 Pages
________________________________________________________________________________
Item 4. Purpose of Transaction.
On February 5, 2004, Mr. Tennant, on behalf of the Reporting Persons
and a Delaware acquisition vehicle or its nominee, submitted a proposal (the
"Proposal Letter") for the acquisition of the Company to the Special Committee
of the Board of Directors of the Company (the "Special Committee"), a copy of
which is attached hereto as Exhibit 99.2. The Special Committee had been formed
to evaluate and negotiate the terms of the proposed transaction. In the Proposal
Letter, Mr. Tennant offered to acquire all the outstanding Common Stock for a
purchase price per share of $1.50 in cash (the "Acquisition"). The Proposal
Letter sets forth a number of conditions to the willingness of the Reporting
Persons to pursue the Acquisition, including without limitation, the ability of
the parties to reach an agreement on a definitive agreement, an appropriate
amendment to the Company's indenture with its 9 5/8% subordinated bondholders,
obtaining appropriate financing for the Acquisition and obtaining any necessary
regulatory approvals.
If a third party, which intends to continue to operate the business of
the Company, makes a superior offer, the Reporting Persons at present intend to
support such superior offer.
The Proposal Letter does not commit either the Company or the Reporting
Persons to complete the Acquisition; rather, such a commitment will arise only
if the parties reach agreement on a definitive agreement. The Reporting Persons
reserve the right to modify their proposal in any way as a result of these
discussions, or to withdraw the proposal at any time.
If the proposed Acquisition is completed, the Common Stock would become
eligible for termination of registration pursuant to Section 12(g) of the Act,
and the Common Stock would be delisted.
As of the date of this Schedule 13D, the Reporting Persons have neither
contributed their Common Stock to the Delaware acquisition vehicle nor are
obligated to do so, and such entity has no rights (beneficial, voting or
otherwise) to the Common Stock of the Reporting Persons. The Delaware
acquisition vehicle has neither conducted any business nor is obligated to do
so.
________________________________________________________________________________
Item 5. Interest in Securities of the Issuer.
(a),(b) Mr. Tennant beneficially owns 708,538 shares of Common Stock,
representing approximately 9.0% of the outstanding shares of Common Stock based
on 7,865,434 shares outstanding as reported by the Company in its Quarterly
Report on Form 10-Q for the quarter ended September 27, 2003. Such amount
includes 200,100 shares of common stock which may be purchased by Mr. Tennant
upon exercise of currently exercisable options and 40,810 shares of common stock
to be issued under the Company's Executive Incentive Plan. Mr. Tennant has the
sole voting power with respect to such shares. Mr. Winslow beneficially owns
139,026 shares of Common Stock, representing approximately 1.8% of the
outstanding shares of Common Stock based on 7,865,434 shares outstanding as
reported by the Company in its Quarterly Report on Form 10-Q for the quarter
ended September 27, 2003. Such amount includes 43,850 shares of common stock
which may be purchased by Mr. Winslow upon exercise of currently exercisable
options and 15,315 shares of common stock to be issued under the Company's
Executive Incentive Plan. Mr. Winslow has the sole voting power with respect to
such shares.
CUSIP No. 437305105 13D Page 6 of 7 Pages
(c) The Reporting Persons have not made any purchases of Common Stock
over the past 60 days.
(d) Not applicable.
(e) Not applicable.
________________________________________________________________________________
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
To the best knowledge of the Reporting Persons, there are no contracts,
arrangements, understandings or relationships (legal or otherwise) among the
Reporting Persons and between the Reporting Persons and any other persons with
respect to any securities of the Company, including but not limited to, transfer
of or voting of any securities of the Company, joint ventures, loan or option
arrangements, puts or calls, guarantees or profits, divisions of profits or
loss, or the giving or withholding of proxies, or a pledge or contingency, the
occurrence of which would give another person voting power over the securities
of the Company.
________________________________________________________________________________
Item 7. Material to be Filed as Exhibits.
The following documents are filed as exhibits to this Schedule 13D:
99.1 Agreement of Joint Filing among the Reporting Persons dated February
13, 2004.
99.2 Proposal Letter to the Company dated February 5, 2004.
________________________________________________________________________________
SIGNATURE
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.
Dated: February 13, 2004
/s/ James R. Tennant
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James R. Tennant
/s/ James E. Winslow
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James E. Winslow
Attention. Intentional misstatements or omissions of fact constitute federal
criminal violations (see 18 U.S.C. 1001).