UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)

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
(Name of Filing Persons - Offerors)

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.
(Name of Filing Persons – Other Persons; 13D Filers)

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: [  ]

Table of Contents

Amendment No. 1 to Schedule TO

     This Amendment No. 1 (this “Amendment”) amends and/or supplements the Tender Offer Statement on Schedule TO 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. The 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, previously filed by certain of the persons filing the Schedule TO. The information set forth in the Offer to Purchase and the Letter of Transmittal, as amended by this Amendment, is incorporated herein by reference with respect to Items 2-4 and 6 of the Schedule 13D, as amended.

ITEMS 1-9 AND 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 1-9 and 11 of this Amendment. In addition, the information set forth in Items 1 through 13 of the Schedule TO is incorporated herein by reference with respect to Items 1 through 13 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.

     “The payment by Purchaser for any Shares validly tendered and accepted for purchase pursuant to the Offer, whether such acceptance occurs in connection with the expiration of the Offer or with any subsequent offering period, will be effected in compliance with Rule 14e-1(c) under the Exchange Act (relating to a bidder’s obligation to pay for or return tendered securities promptly after the termination or withdrawal of such bidder’s offer).”

     “In the event that Purchaser waives a material condition of the Offer, in accordance with prevailing interpretive positions of the SEC’s staff, the Offer will be extended, if necessary, by the amount of time necessary to enable the amendment disclosing such material changes to the tender offer materials to be publicly disseminated at least five (5) business days prior to the expiration of the Offer.”

     “Notwithstanding anything to the contrary contained in the Offer to Purchase or the Letter of Transmittal, in the event that Purchaser waives a condition to the consummation of the Offer, then such waiver will apply with respect to all Shares validly tendered pursuant to the Offer and not withdrawn prior to the expiration of the Offer.”

     “Notwithstanding anything to the contrary contained in this Offer to Purchase or the Letter of Transmittal, in the event that Purchaser accepts for payment any Shares tendered pursuant to the Offer, then Purchaser shall, in accordance with all applicable rules and regulations of the SEC, including Rule 14e-1(c) referred to above in this Section 14, pay for such Shares and no further conditions shall be applicable to Purchaser’s obligation to do so except for the satisfaction of any necessary government approvals and only to the extent that prevailing positions of the SEC’s staff under Rule 14e-1(c) permit Purchaser to delay payment for such shares pending receipt of such approval.”

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.