November 24, 2004
Via Facsimile (650) 833-1354 and U.S. Mail
Henry Lesser, Esq.
Gray Cary Ware & Freidenrich LLP
2000 University Avenue
East Palo Alto, California 94303
Re: Home Products International Inc.
Schedule TO-T filed November 12, 2004
By Storage Acquisition Company, LLC.
File No. 5-41444
Dear Mr. Lesser:
We have reviewed the above-referenced filing and have the
following comments.
General
1. What consideration was given to the applicability of Rule 13e-3 to
the pending transaction? In this regard, we note that the members
of the filing group own approximately 8% of the outstanding shares of
the company. In your response, please advise us regarding the
method for calculating record ownership. We note from disclosure that
the company has informed the purchaser that record ownership is less
than 300. We may have further comment.
2. What consideration was given to whether the "filing persons -
other persons" should also be identified as offerors on the
Schedule TO? We note that these entities control the actions of the
Identified offerors.
Section 2. Acceptance for Payment . . ., page 13
3. We note you state you will make payment "as soon as possible."
Please revise here, and elsewhere as applicable, to make clear
that you will pay unit holders promptly. Refer to Exchange Act Rule
14e-1(c). Please make corresponding changes throughout the document,
as appropriate.
Section 3. Procedures for Tendering Shares, page 14
Determination of Validity, page 15
4. We note you state that the purchaser may waive any condition of
the Offer or any defect or irregularity in the tender of any
particular Shares or any particular Stockholder, whether or not
similar defects or irregularities are waived in the case of other
stockholders. Please revise the disclosure to clarify that the
waiver of a material condition would be viewed as a material
amendment to your offer, which would require dissemination and an
extension of your offer to ensure at least five business days
remain prior to expiration. Please carefully review the document
and make corresponding revisions elsewhere as appropriate.
5. In addition, please revise your disclosure to clarify that, to
the extent you waive a condition with respect to one tender of
securities, you will waive that condition for all other tenders as
well. Please carefully review the document and make corresponding
revisions elsewhere as appropriate. Make corresponding changes to
Instruction 10 to your Letter of transmittal.
Section 5 Certain Federal Income Tax Matters, page 16
6. Rather than refer to "certain" tax consequences in your heading
and the disclosure that follows, please refer to "material" tax
consequences.
7. Please eliminate the statement in the first paragraph that the
discussion is a "general summary." We believe this statement
might suggest that unit holders may not rely on the description of
material tax consequences included in the offering document.
Section 10. Source and Amount of Funds, page 22
8. We note that the Investors agreement contemplates that
additional members may be added. Please confirm your understanding
that any such additional members will be added as bidders on the
Schedule TO.
Section 14. Conditions of the offer, page 36
9. Please revise your disclosure to clarify that all conditions of
the offer, other than those relating to necessary governmental
approvals, must be satisfied or waived prior to expiration. As
currently disclosed, you appear to retain the right to assert a
condition following expiration of the offer but prior to
acceptance of payment.
10. We note your statement that the failure to exercise a right
will not be deemed a waiver of that right. This language suggests
that once a condition is triggered, you will make a secondary
determination as to whether to proceed with the tender offer.
Please note that when a condition is triggered and an offeror
decides to proceed with the offer anyway, we believe that this
decision constitutes a waiver of the triggered condition(s). As you
are aware, the waiver of a material offer condition may require an
extension of the offer, as well as filing of an amendment and
dissemination of additional offer materials. Please confirm to us
supplementally the issuer will not rely on this language to tacitly
waive a condition of the offer by failing to expressly assert it.
Closing Comments
As appropriate, please amend your documents in response to
these comments. You may wish to provide us with marked copies of
the amendment, if required, to expedite our review. Please furnish
a cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review. Please file
your cover letter on EDGAR. Please understand that we may have
additional comments after reviewing your amendment and responses
to our comments. In addition, depending upon your response to
these comments, a supplement may need to be sent to security holders.
In connection with responding to our comments, please
provide, in writing, a statement from all filing persons
acknowledging that:
* you are responsible for the adequacy and accuracy of the
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and
* you may not assert staff comments as a defense in any proceeding
initiated by the Commission or any person under the federal
securities laws of the United States.
In addition, please be advised that the Division of
Enforcement has access to all information you provide to the staff
of the Division of Corporation Finance in our review of your filing
or in response to our comments on your filing.
Please direct any questions to me at (202) 942-1976. You
may also contact me via facsimile at (202) 942-9638. Please send all
correspondence to us at the following ZIP code: 20549-0303.
Sincerely,
Michael Pressman
Office of Mergers
and Acquisitions