UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

SCHEDULE TO

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934

HOME PRODUCTS INTERNATIONAL, INC.

STORAGE ACQUISITION COMPANY, L.L.C.
EGI-FUND (02-04) INVESTORS, L.L.C.
MR. JOSEPH GANTZ
WALNUT INVESTMENT PARTNERS, L.P.
TRIYAR STORAGE INVESTMENT COMPANY, LLC
TRIYAR CAPITAL, LLC

EGI-MANAGING MEMBER (02-04), L.L.C.
SZ INVESTMENTS, L.L.C.
SAMSTOCK/SIT, L.L.C.
ZELL GENERAL PARTNERSHIP, INC.
CHAI TRUST COMPANY, L.L.C.

Common Stock, par value $0.01 per share
( Title of Class of Securities )

437305105

Joseph M. Paolucci, Esq.
Equity Group Investments, L.L.C.
2 North Riverside Plaza, Suite 600
Chicago, Illinois 60606
(312) 466-3885

Copies to:
Henry Lesser, Esq.
Gray Cary Ware & Freidenrich LLP
2000 University Avenue
East Palo Alto, California 94303
(650) 833-2000

Check the appropriate boxes below to designate any transactions to which the statement relates:

Check the following box if the filing is a final amendment reporting the results of the tender offer: þ

CUSIP No. 437305105

CUSIP No. 437305105

CUSIP No. 437305105

CUSIP No. 437305105

CUSIP No. 437305105

CUSIP No. 437305105

CUSIP No. 437305105

CUSIP No. 437305105

Amendment No. 2 to Schedule TO

     This Amendment No. 2 (this “Amendment”) amends and/or supplements the Tender Offer Statement on Schedule TO initially filed with the Securities and Exchange Commission (the “Commission”) on November 12, 2004 (the “Schedule TO”), by Storage Acquisition Company, L.L.C., a Delaware limited liability company (“Purchaser”), and the other parties who are signatories thereto. On November 29, 2004, Purchaser filed Amendment No. 1 to the Schedule TO (“Amendment No. 1” and, together with the Schedule TO, the “Amended Schedule TO”). The Amended Schedule TO, as amended by this Amendment, relates to the offer by Purchaser to purchase all of the outstanding shares of common stock, par value $0.01 per share (the “Shares,” which term includes the associated share purchase rights issued under the Rights Agreement dated as of May 21, 1997, as amended (the “Rights Agreement”), between Home Products International, Inc. and Mellon Investor Services LLC, f/k/a ChaseMellon Shareholder Services L.L.C. as Rights Agent), of Home Products International, Inc., a Delaware corporation (the “Issuer”), at a purchase price of $2.25 per Share, without interest thereon, net to the seller in cash, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated November 12, 2004 (the “Offer to Purchase”), and in the related Letter of Transmittal, copies of which are attached as Exhibits (a)(1)(A) and (a)(1)(B) to the Schedule TO (which, as may be amended and supplemented from time to time, together constitute the “Offer”). Any capitalized term used and not otherwise defined herein has the meaning given to such term in the Offer to Purchase.

     As indicated on the cover page of this Schedule TO/A, this Amendment, and the information incorporated by reference herein, also constitutes an amendment to the Schedule 13D, as amended (the “Amended Schedule 13D”), previously filed by certain of the persons filing the Schedule TO.

ITEMS 1-11 OF SCHEDULE TO

     The information set forth in the Offer to Purchase and the related Letter of Transmittal is expressly incorporated herein by reference in response to Items 1 through 11 of this Amendment. In addition, the information set forth in Items 1 through 11 of the Amended Schedule TO is incorporated herein by reference with respect to Items 1 through 11 of this Amendment, and all such incorporated information is amended and/or supplemented by the additional information contained in this Amendment to the extent that such additional information is relevant to the incorporated information.

     Items 1 through 11 of the Amended Schedule TO are hereby amended and supplemented to incorporate by reference the information set forth in the joint press release issued by Purchaser and the Issuer on December 14, 2004, a copy of which is filed herewith as Exhibit (a)(5)(F), announcing, among other things, the consummation of the Offer.

ITEM 12 OF SCHEDULE TO

     Item 12 of the Amended Schedule TO is hereby amended and supplemented to add the following:

     (a) (5) (F)           Text of joint press release issued by Purchaser and the Issuer on December 14, 2004.

SCHEDULE 13D

     The information set forth in the Offer to Purchase and the related Letter of Transmittal is expressly incorporated herein by reference in response to Items 1 through 6 of the Schedule 13D set forth in this Amendment. In addition, the information set forth in Items 1 through 6 of the Amended Schedule 13D set forth in the Amended Schedule TO is incorporated herein by reference with respect to Items 1 through 6 of the Schedule 13D set forth in this Amendment, and all such incorporated information is amended and/or supplemented by the additional information contained in this Amendment to the extent that such additional information is relevant to the incorporated information.

Item 3. Source and Amount of Funds or Other Consideration.

     Item 3 of the Amended Schedule 13D is hereby amended and supplemented to add to the end thereof the following:

“The total amount of funds required to purchase the 7,365,360 Shares validly tendered and accepted by Purchaser for payment in the Offer (assuming the perfection of 26,045 Shares tendered pursuant to notices of guaranteed delivery) is $16,572,060. Purchaser obtained such funds from its members in connection with capital contributions made pursuant to the Investors Agreement prior to the Expiration Date, all as contemplated by Section 10 of the Offer to Purchase.”

Item 5. Interest in Securities of the Issuer.

     Item 5 of the Amended Schedule 13D is hereby amended and supplemented to add to the end thereof the following:

“As a result of the expiration of the Offer and the acceptance by Purchaser of all validly tendered Shares for payment of $2.25 per Share, net to the seller in cash, without interest thereon, in accordance with the terms of the Offer, based on preliminary information provided by Mellon Investor Services LLC, the Depositary for the Offer, as of December 13, 2004 (assuming the perfection of the tenders of Shares made through notices of guaranteed delivery), the members of the Filing Group share beneficial ownership of an aggregate of 7,365,360 Shares, including 26,045 Shares delivered through notices of guaranteed delivery, representing approximately 92.9% of the outstanding Shares that were deemed to be outstanding for purposes of calculating the beneficial ownership of the Filing Group under Section 13(d) of the Exchange Act. The percentage of Shares beneficially owned described above is based upon 7,927,427 Shares outstanding as of the close of business on December 13, 2004.”

SIGNATURES

     After due 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.

INDEX TO EXHIBITS

* Previously filed.