8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)     October 11, 2004

Home Products International, Inc.

(Exact name of registrant as specified in its charter)

Delaware	0-17237	36-4147027
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

4501 West 47th Street, Chicago, IL	60632
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code     (773) 890-1010

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

x Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Items 7.01 and 8.01. Other Events and Regulation FD Disclosure.

The parties to the Agreement and Plan of Merger, dated June 2, 2004, by and between Home Products International, Inc., a Delaware corporation (the “Company”), and JRT Acquisition, Inc., a Delaware corporation, an entity formed by James R. Tennant, the Company’s Chairman and Chief Executive Officer (the “JRT Merger Agreement”), have mutually agreed to extend the Outside Date (as defined in the JRT Merger Agreement) from October 31, 2004 to November 30, 2004. Under the JRT Merger Agreement, the Outside Date is the date after which either party may terminate the agreement if the transactions contemplated by the JRT Merger Agreement are not consummated. The amendment is attached hereto as Exhibit 99.1.

As disclosed in the Company’s Form 8-K filed October 8, 2004, the Company is continuing negotiations with the investor group consisting of Triyar Capital, LLC, Joseph Gantz and Equity Group Investments, LLC with respect to its proposed acquisition of the Company.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits

Exhibit Number	Description of Exhibits
99.1	First Amendment to Agreement and Plan of Merger, dated October 11, 2004, by and between Home Products International, Inc., a Delaware corporation, and JRT Acquisition, Inc., a Delaware corporation.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: October 12, 2004

HOME PRODUCTS INTERNATIONAL, INC.
By:	/s/ James E. Winslow
	James E. Winslow
	Executive Vice President and
	Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Exhibit
99.1	First Amendment to Agreement and Plan of Merger, dated October 11, 2004, by and between Home Products International, Inc., a Delaware corporation, and JRT Acquisition, Inc., a Delaware corporation.

EX-99.1

EXHIBIT 99.1

FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER

THIS FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is made as of the 11th day of October 2004, by and between Home Products International, Inc., a Delaware corporation (the “Company”), and JRT Acquisition, Inc., a Delaware corporation (the “Acquirer”). Capitalized terms not defined herein shall have the meanings ascribed to them in the Agreement (as defined below).

W I T N E S S E T H:

WHEREAS, the Company and the Acquirer have heretofore entered into an Agreement and Plan of Merger, dated as of June 2, 2004 (the “Agreement”), pursuant to which the Acquirer is to be merged with and into the Company at the Effective Time, with the Company continuing as the surviving entity;

WHEREAS, the Company and the Acquirer believe that it is in each of their respective best interests, and have mutually agreed, to amend the Agreement to extend the Outside Date; and

WHEREAS, Section 8.03 of the Agreement provides that the Agreement may not be amended except by an instrument in writing, signed on behalf of each of the parties thereto.

NOW, THEREFORE, in consideration of good and valuable consideration, the receipt and legal sufficiency of which is hereby acknowledged, the Company and the Acquirer hereby agree as follows:

1. Amendment to Section 8.01(b)(i). Section 8.01(b)(i) of the Agreement is hereby amended by replacing “October 31, 2004” with “November 30, 2004.”

2. Effect of Amendment. This Amendment will be effective in accordance with Section 8.03 of the Agreement upon execution by Company and the Acquirer. Except as expressly provided herein and as amended hereby, the Agreement shall remain in full force and effect in accordance with its terms.

3. Entire Agreement. The Agreement, as amended by this Amendment, constitutes the entire agreement between the parties hereto with respect to the subject matter hereof, and no statement, inducement, representation, warranty or covenant with respect to the subject matter hereof by either party hereto, or by any agent or representative of either party hereto, that is not contained in the Agreement, as amended by this Amendment, shall be valid or relied upon by, or binding between, the parties. The Agreement, as amended by this Amendment, shall supersede all other prior or contemporaneous written or oral agreements between the parties with respect to the subject matter hereof.

4. Counterparts. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Facsimile counterparts shall have the same force and effect as original, executed counterparts.

[Signature page follows]

IN WITNESS WHEREOF, the Company and the Acquirer have executed this Amendment as of the date first above written.

COMPANY:
HOME PRODUCTS INTERNATIONAL, INC.
By:	/S/    JAMES E. WINSLOW
Name:	James E. Winslow
Title:	Executive Vice President and Chief Financial Officer
ACQUIRER:
JRT ACQUISITION, INC.
By:	/S/    JAMES R. TENNANT
Name:	James R. Tennant
Title:	Chief Executive Officer