March 12,1997
VIA EDGAR
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza, Mail Stop 3-7
Washington, D.C. 20549
Re: Home Products International, Inc. (the "Company")
1934 Act File No. 0-17237
Preliminary Information Statement filed
January 31, 1997
Amended Preliminary Information Statement
filed February 10, 1997
Ladies/Gentlemen:
Please find enclosed for filing pursuant to Rule 14c-5 under
Section 14[c] of the Securities Exchange Act of 1934, as amended, a
definitive Information Statement relating to the amendment to the
Company's Certificate of Incorporation to increase the number of
authorized shares of common stock, par value $0.01 per share, from
7,500,000 to 15,000,000 shares.
This filing is being effected by direct transmission to the
Commission's Edgar System. No fee is required to be paid in connection
with the filing of the Revised Information Statement. The Company
mailed the Information Statement to its stockholders on or about March
13, 1997.
Please call me at (312) 621-1437 with any questions or comments
you may have.
Very truly yours,
MUCH SHELIST FREED DENENBERG
AMENT BELL & RUBENSTEIN, P.C.
By: /s/ Michael J. Gamsky
Michael J. Gamsky
cc: James E. Winslow (Home Products International, Inc.)
The Nasdaq Stock Market
<PAGE>
SCHEDULE 14C
(Rule 14c-101)
INFORMATION REQUIRED IN INFORMATION SATATEMENT
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14c of the
Securities Exchange Act of 1934
Check the appropriate box:
[ ]Preliminary Information Statement [ ]Confidential, For Use of the
Commission
Only (as permitted by Rule
14c-5(d)(2))
[X]Definitive Information Statement
HOME PRODUCTS INTERNATIONAL, INC.
(Name of Registrant as Specified in Its Charter)
Payment of filing fee (Check the appropriate box):
[X]No fee required
[ ]Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
(4) Proposed Maximum Aggregate Value of Transaction:
(5) Total Fee Paid:
[ ] Fee Paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
1. Amount Previously Paid:
2. Form, Schedule or Registration Statement No.:
3. Filing Party:
4. Date Filed:
<PAGE>
INFORMATION STATEMENT
HOME PRODUCTS INTERNATIONAL, INC.
4501 West 47th Street
Chicago, Illinois 60632
NOTICE OF ACTION BY STOCKHOLDERS
WITHOUT A MEETING PURSUANT TO SECTION 228(d)
OF THE DELAWARE GENERAL CORPORATION LAW
To the Stockholders of Home Products International, Inc.:
Notice is hereby given that the Board of Directors and the holders
of a majority of the outstanding shares of common stock of Home
Products International, Inc., a Delaware corporation (the "Company"),
have approved an amendment to the Company's Certificate of
Incorporation to increase the number of authorized shares of Common
Stock, par value $0.01 per share (the "Common Stock"), from 7,500,000
to 15,000,000 shares (the "Amendment").
The Board of Directors of the Company approved the Amendment on
January 30, 1997. The holders of over a majority of the outstanding
shares of the Common Stock approved the Amendment by written consent in
lieu of a meeting, effective as of March 6, 1997, in accordance with
the provisions of Section 228 of the Delaware General Corporation Law
(the "DGCL"). Accordingly, your consent is not required and is not
being solicited in connection with this action. Pursuant to Section
228(d) of the DGCL, you are hereby being provided with notice of the
approval by less than unanimous written consent of the Company's
stockholders of the Amendment. Pursuant to the Securities Exchange Act
of 1934, as amended, along with this letter you are being furnished
with an Information Statement relating to the Amendment.
The record date for determining stockholders entitled to receipt of
this notice was February 28, 1997. This notice is first being mailed
to such stockholders on or about March 13, 1997. The Amendment will
not be filed with the Secretary of State of the State of Delaware or
become effective until at least 20 calendar days after such mailing.
By Order of the Board of Directors,
/s/ James R. Tennant
James R. Tennant
Chairman of the Board of Directors
Chicago, Illinois
March 6, 1997
<PAGE>
HOME PRODUCTS INTERNATIONAL, INC.
4501 West 47th Street
Chicago, Illinois 60632
INFORMATION STATEMENT
MARCH 6, 1997
PURSUANT TO SECTION 14(C) OF THE SECURITIES EXCHANGE ACT OF 1934
AND REGULATION 14C AND SCHEDULE 14C THEREUNDER
GENERAL INFORMATION
This Information Statement has been filed with the Securities and
Exchange Commission and is being furnished, pursuant to Section 14(c)
of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), to the holders (the "Stockholders") of the common stock, par
value $0.01 per share (the "Common Stock"), of Home Products
International, Inc., a Delaware corporation (the "Company"), in
connection with the approval of an amendment to the Company's
Certificate of Incorporation (the "Amendment").
The Board of Directors of the Company approved the Amendment,
subject to Stockholder approval, on January 30, 1997. The holders of a
majority of the outstanding shares of the Common Stock approved the
Amendment by written consent in lieu of a meeting, effective as of
March 6, 1997, in accordance with Section 228 of the Delaware General
Corporation Law (the "DGCL"). Accordingly, your consent is not required
and is not being solicited in connection with the approval of the
Amendment.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO
SEND A PROXY.
The Amendment to the Company's Certificate of Incorporation will
increase the number of authorized shares of Common Stock from 7,500,000
to 15,000,000 shares. The form of Certificate of Amendment to be filed
with the Delaware Secretary of State is attached hereto as Exhibit A.
The entire cost of furnishing this Information Statement will be
borne by the Company. The Company will request brokerage houses,
nominees, custodians, fiduciaries and other like parties to forward
this Information Statement to the beneficial owners of the Common Stock
held of record by them and will reimburse such persons for their
reasonable charges and expenses in connection therewith. The Board of
Directors has fixed the close of business on February 28, 1997 as the
record date (the "Record Date") for the determination of Stockholders
who are entitled to receive this Information Statement.
You are being provided with this Information Statement pursuant to
Section 14(c) of the Exchange Act and Regulation 14C and Schedule 14C
thereunder, and, in accordance therewith, the Amendment will not be
filed with the Secretary of State of the State of Delaware or become
effective until at least 20 calendar days after the mailing of this
Information Statement.
<PAGE>
This Information Statement is being mailed on or about March 13,
1997 to all Stockholders of record as of the Record Date.
Voting Securities
As of the Record Date, the Company had 4,375,578 shares of Common
Stock issued and outstanding. Each share of outstanding Common Stock
is generally entitled to one vote on matters submitted for Stockholder
approval.
Effective as of March 6, 1997, the holders of 2,462,558 shares (or
approximately 56%) of the 4,375,578 shares of Common Stock then
outstanding executed and delivered to the Company a written consent
approving the Amendment. Since the Amendment has been approved by the
holders of the required majority of Common Stock no proxies are being
solicited with this Information Statement.
Security Ownership of Principal Holders and Management
The following table sets forth information as of February 28,
1997, with respect to the beneficial ownership of the Company's
outstanding Common Stock by each Stockholder known by the Company to be
the beneficial owner of more than 5% of its Common Stock, each
director, each executive officer named below, and all the directors and
executive officers as a group.
<PAGE>
Number of Shares
Name and Address of Beneficially Percent of
Beneficial Owner Owned Class
Estate of Meyer J. Ragir(l).... 716,155 16.4%
200 North LaSalle Street
Suite 2100
Chicago, Illinois 60606
Estate of Norma L. Ragir(1).... 772,846 17.7%
200 North LaSalle Street
Suite 2100
Chicago, Illinois 60606
Jeffrey C. Rubenstein(2) (3)... 20,550 *
Lowell L. Ruffer(4)............ 0 *
James R. Tennant(5)............ 14,336 *
Charles R. Campbell............ 6,000 *
Daniel B. Shure................ 6,400 *
Marshall Ragir(6).............. 67,093 1.5%
Leonard J. Tocci............... 379,200 8.7%
James E. Winslow............... 8,477 *
Peter L. Graves(7)............. 3,566 *
Michael J. Ricard(8)........... 2,265 *
Joel D. Spungin................ 7,500 *
Jeffrey R. Dolan............... 3,003 *
All Directors and Executive Officers as a Group
(15 persons) (9)............ 2,007,218 45.9%
* Less than 1%.
(1) Mr. Jeffrey C. Rubenstein, a director of the Company, is the
executor of the estates of Meyer J. Ragir and Norma L. Ragir.
(2) Jeffrey C. Rubenstein is the executor of the estate of Meyer J.
Ragir and the estate of Norma L. Ragir and in such capacity
exercises voting and investment power with respect to the shares
of Common Stock beneficially owned by these estates. Mr.
Rubenstein is co-trustee of the MJR/NLR Gift Trust -- Judith Ragir
Separate Trust (157,623 shares), the MJR/NLR Gift Trust -- Robert
Ragir Separate Trust (145,123 shares) and the MJR/NLR Gift Trust -
- Marshall Ragir Separate Trust (157,624 shares) and, in such
capacities, exercises shared voting and investment power with
respect to the shares of Common Stock beneficially owned by such
trusts. Mr. Rubenstein is also co-trustee of the Meyer J. Ragir
Family Irrevocable Trust -- Judith Ragir Separate Trust (66,994
shares) and the Meyer J. Ragir Family Irrevocable Trust --
Marshall Ragir Separate Trust (66,993 shares) and, in such
capacities, exercises shared voting and investment power with
respect to the shares of Common Stock beneficially owned by such
trusts. Mr. Rubenstein in his various capacities exercises either
sole or shared voting and investment power with respect to
2,083,358 shares of Common Stock or 48% of the outstanding shares
of Common Stock as of February 28, 1997. Mr. Rubenstein disclaims
beneficial ownership of these shares of Common Stock.
(3) Includes 5,050 shares beneficially owned by Mr. Rubenstein's adult
children, as to which 5,050 shares Mr. Rubenstein disclaims
beneficial ownership.
<PAGE>
(4) Mr. Ruffer is a co-trustee of the MJR/NLR Gift Trust -- Judith
Ragir Separate Trust (157,623 shares), the MJR/NLR Gift Trust --
Robert Ragir Separate Trust (145,123 shares) and the MJR/NLR Gift
Trust -- Marshall Ragir Separate Trust (157,624 shares) and, in
such capacities, exercises shared voting and investment power with
respect to the shares of Common Stock owned by such trusts. Mr.
Ruffer in his various capacities, exercises shared voting and
investment power with respect to 460,370 shares of Common Stock or
11% of the outstanding shares of stock as of February 28, 1997.
Mr. Ruffer disclaims beneficial ownership of these shares of
Common Stock
(5) Includes 5,000 shares of Common Stock subject to stock options
exercisable within 60 days of February 28, 1997.
(6) Includes 66,993 shares of Common Stock beneficially owned by the
Meyer J. Ragir Family Irrevocable Trust -- Marshall Ragir Separate
Trust with respect to which Mr. Ragir, in his capacity as a co-
trustee, exercises shared voting and investment power. Does not
include 157,624 shares of Common Stock beneficially owned by the
MJR/NLR Gift Trust -- Marshall Ragir Separate Trust with respect
to which Mr. Ragir does not exercise sole or shared voting or
investment power.
(7) Includes 1,629 shares of Common Stock subject to stock options
exercisable within 60 days of February 28, 1997.
(8) Includes 1,117 shares of Common Stock subject to stock options
exercisable within 60 days of February 28, 1997.
(9) Includes 7,746 shares of Common Stock subject to stock options
exercisable within 60 days of February 28, 1997.
INTEREST OF CERTAIN PERSONS IN OR
OPPOSITION TO MATTERS TO BE ACTED UPON
The Amendment was unanimously approved by the Board of Directors
on January 30, 1997. Effective as of March 6, 1997, Jeffrey C.
Rubenstein, a Director of the Company who has in various capacities,
sole or shared voting power with respect to 2,083,358 shares of Common
Stock or 48% of the 4,375,578 shares of Common Stock then outstanding
and Leonard J. Tocci, an executive officer of the Company who has sole
or shared voting power with respect to 379,200 shares of Common Stock,
or 9% of the 4,375,578 shares then outstanding executed and delivered
to the Company a written consent approving the Amendment.
The Stockholders have no right under the DGCL or under the
Company's Certificate of Incorporation or By-Laws to dissent from any
of the provisions adopted in the Amendment.
Increase in Authorized Common Stock
The DGCL provides that a Company may amend its certificate of
incorporation to increase or decrease its authorized capital stock.
<PAGE>
The Company is currently considering a public offering of up to
two million shares of newly issued Common Stock as well as certain
shares of Common Stock held by the various Ragir estates and trusts.
The proceeds of the offering to be received by the Company would be
used to repay a portion of the debt incurred to acquire Tamor Plastics
Corp. (the "Tamor Acquisition"). This acquisition was completed on
February 28, 1997. The Company currently anticipates completing the
public offering in the second quarter of 1997. As of February 28,
1997, the Company had 7,500,000 authorized shares of Common Stock, of
which 4,375,578 shares were issued and outstanding and 19,324 shares
were reserved for stock options which are or become exerciseable on or
before February 28, 1998. The Company currently anticipates issuing up
to 2,000,000 shares in the public offering which would result in the
Company having 1,105,098 authorized but unissued shares of Common Stock
available for future issuance.
The Board of Directors believes that an amendment of Article
FOURTH of the Certificate of Incorporation to increase the number of
authorized shares of Common Stock from 7,500,000 to 15,000,000 shares
is in the best interests of the Company and the Stockholders so as to
have available additional authorized but unissued shares of Common
Stock in an amount adequate to provide for the future needs of the
Company. The additional shares will be available for issuance from
time to time by the Company at the discretion of the Board of
Directors, normally without further Stockholder action (except as may
be required for a particular transaction by applicable law,
requirements of regulatory agencies or by stock exchange rules), for
any proper corporate purpose including, among other things, future
acquisitions of property or securities of other companies, stock
dividends, stock splits, equity and convertible debt financing and
issuances of stock pursuant to employee benefit plans (including the
Company's stock option plans). The increase will result in an increase
in the Company's Delaware Franchise Tax. No Stockholder will have
statutory preemptive rights regarding any future issuance of any shares
of Common Stock
The existence of authorized but unissued and unreserved Common
Stock may enable the Board of Directors to issue shares to persons
friendly to current management which would render more difficult or
discourage an attempt to obtain control of the Company by means of a
proxy contest, tender offer, merger or otherwise, and thereby protect
the continuity of the Company's management. Although the Board of
Directors has no present intention of doing so, the Company's
authorized but unissued Common Stock could be issued in one or more
transactions that would make more difficult or costly, and less likely,
a takeover of the Company. This increase is not being effected in
response to any specific effort of which the Company is aware to obtain
control of the Company, nor is the Board of Directors currently
proposing to the Stockholders any anti-takeover measures.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission
are incorporated herein by reference: (a) the Annual Report on Form
10-K for the fifty-two weeks ended December 30, 1995; (b) the Quarterly
Report on Form 10-Q for the quarterly period ended March 31, 1996; (c)
<PAGE>
The Current Report on Form 8-K dated April 12, 1996; (d) the Quarterly
Report on Form 10-Q for the quarterly period ended June 29, 1996; and
(e) the Quarterly Report on Form 10-Q for the quarterly period ended
September 28, 1996; (f) the Company's Current Report on Form 8-K dated
February 18, 1997; (g) the Company's Registration Statement on Form 8-B
filed on February 21, 1997; and (h) the Company's Current Report on
Form 8-K dated February 28, 1997. Copies of such documents may be
obtained without charge (except for exhibits thereto which will be
furnished upon payment of the Company's reasonable expenses in
furnishing such exhibits) by any person solicited hereunder by writing
to: James E. Winslow, Executive Vice President, Home Products
International, Inc., 4501 West 47th Street, Chicago, Illinois 60632.
EFFECTIVE DATE OF AMENDMENT
Pursuant to Rule 14c-2 under the Exchange Act, the filing of the
Amendment with the Delaware Secretary of State, or the effective date
of such filing, shall not occur until a date at least twenty (20) days
after the date on which this Information Statement has been mailed to
the Stockholders. The Company anticipates that the actions contemplated
hereby will be effected on or about the close of business on April 4,
1997.
By Order of the Board of Directors
/s/ James R. Tennant
James R. Tennant
Chairman of the Board of Directors
Chicago, Illinois
March 6, 1997
EXHIBIT A
CERTIFICATE OF AMENDMENT
OF
AMENDED CERTIFICATE OF INCORPORATION
OF
HOME PRODUCTS INTERNATIONAL, INC.
James R. Tennant and James E. Winslow each certifies that:
1. James R. Tennant is the duly elected and acting Chairman of the
Board, and Chief Executive Officer, and James E. Winslow is the duly
elected and acting Executive Vice President, Chief Financial Officer
and Secretary, of the Company named above.
2. The Certificate of Incorporation of the Company, filed with the
Secretary of State of the State of Delaware, on February 7, 1997 shall
be amended to read as follows:
<PAGE>
FOURTH: The total number of shares of stock which the Corporation
shall have authority to issue is Fifteen Million Five Hundred Thousand
(15,500,000) shares. Of such authorization, Fifteen Million
(15,000,000) are designated as Common Stock, $0.01 par value per share,
and Five Hundred Thousand (500,000) are designated as Preferred Stock,
$0.01 par value per share. The Preferred Stock may be issued from time
to time in one or more series. The number of shares, the stated value
and interest rate, if any, of each such series and the preferences and
relative, participating and special rights and the qualifications,
limitations or restrictions shall be fixed in the case of each series
by resolution of the Board of Directors at the time of issuance subject
in all cases to the laws of the State of Delaware applicable thereto,
and set forth in a certificate of designation filed and recorded with
respect to each series in accordance with the Laws of the State of
Delaware.
Any and all such shares issued, and for which the full
consideration has been paid or delivered, shall be deemed fully paid
stock and the holder of such shares shall not be liable for any further
call or assessment of any other payment there.
3. The foregoing Amendment to the Certificate of Incorporation has
been duly approved by the Board of Directors of the Company in
accordance with Section 245 of the General Corporation Law of the State
of Delaware (the "DGCL").
4. The foregoing Amendment to the Certificate of Incorporation has
been duly approved, pursuant to resolutions of the Board of Directors
of the Company, and in accordance with Section 228 of the DGCL, by the
written consent of the holders of a majority of the shares of Common
Stock outstanding.
IN WITNESS WHEREOF, the undersigned have executed this Certificate
of Amendment of Certificate of Incorporation as of the __th day of
April, 1997.
HOME PRODUCTS INTERNATIONAL, INC.
By:
James R. Tennant
Chairman of the Board and
Chief Executive Officer
By:
James E. Winslow
Executive Vice President,
Chief Financial Officer and Secretary
</PAGE>
