DINE Rewards Network (MM)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

(Amendment No. 6)

Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934

REWARDS NETWORK INC.

(Name of Subject Company (issuer))

EGI ACQUISITION, L.L.C.

a wholly owned subsidiary of

EGI ACQUISITION PARENT, L.L.C.

(Names of Filing Persons (offerors))

KMJZ Investments, L.L.C.

Chai Trust Company, LLC

(Names of Filing Persons (other person(s)))

COMMON STOCK, PAR VALUE $0.02 PER SHARE

(Title of Class of Securities)

893767103

(CUSIP Number of Class of Securities)

Jonathan D. Wasserman, Esq.

EGI Acquisition Parent, L.L.C.

Two North Riverside Plaza, Suite 600

Chicago, Illinois 60606

(312) 454-1800

(Name, Address and Telephone Number of Persons Authorized to Receive Notices
and Communications on Behalf of Filing Persons)

Copy to:

Peter C. Krupp

Skadden, Arps, Slate, Meagher & Flom LLP

155 North Wacker Drive

Chicago, Illinois 60606

(312) 407-0700

CALCULATION OF FILING FEE

x             Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

o               Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

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

x             third-party tender offer subject to Rule 14d-1.

o               issuer tender offer subject to Rule 13e-4.

x             going-private transaction subject to Rule 13e-3.

o               amendment to Schedule 13D under Rule 13d-2.

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

This Amendment No. 6 amends and supplements the combined Tender Offer Statement and Rule 13e-3 Transaction Statement filed under cover of Schedule TO (as amended and supplemented, the “Schedule TO” ) filed by EGI Acquisition Parent, L.L.C., a Delaware limited liability company ( “Parent” ), and EGI Acquisition, L.L.C., a Delaware limited liability company and wholly-owned subsidiary of Parent (“Purchaser” ).  Parent is controlled by KMJZ Investments, L.L.C., a Delaware limited liability company (“ KMJZ ”), as Parent’s non-member manager.  KMJZ is controlled by Chai Trust Company, LLC, an Illinois limited liability company (“ Chai Trust ”), by virtue of Chai Trust being the trustee of each of the various trusts established for the benefit of members of the family of Samuel Zell that directly own KMJZ. The Schedule TO relates to the offer by Purchaser to purchase all the outstanding shares of common stock, par value $0.02 per share (the “Shares” ), of Rewards Network Inc., a Delaware corporation ( “Rewards” ), other than Shares owned by Parent and Purchaser, at a purchase price of $13.75 per Share, net to the seller in cash, without interest and less any applicable withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated November 8, 2010 (the “Offer to Purchase” ), a copy of which is attached to the Schedule TO as Exhibit (a)(1)(i), and the related Letter of Transmittal, a copy of which is attached to the Schedule TO as Exhibit (a)(1)(ii) (which, as amended or supplemented from time to time, together constitute the “Offer” ). All capitalized terms used in this Amendment No. 6 without definition have the meaning ascribed to such terms in the Schedule TO.

The following amendments and supplements to the Items of the Schedule TO are hereby made.

Items 1 through 9, 11, 12 and 13.

1.                                       Items 1, 4, 11 and 13 of the Schedule TO are hereby amended and supplemented by adding the following:

The Offer expired at 12:00 midnight, New York City time, on December 13, 2010.  The Depositary has advised us that 6,887,894 Shares were validly tendered in the Offer, with an additional 113,105 Shares tendered by notice of guaranteed delivery. All Shares that were validly tendered have been accepted for purchase and paid for by the Purchaser. Shares validly tendered in satisfaction of guaranteed delivery procedures will also be accepted for payment and promptly paid for.

As a result of the purchase of Shares in the Offer and the 1,254,901 Shares previously owned by Purchaser, Purchaser and Parent had sufficient voting power to approve the Merger without the affirmative vote of any other stockholder of Rewards. Accordingly, Purchaser and Parent have effected a short-form Merger in which Purchaser merged with and into Rewards, with Rewards surviving the Merger and continuing as a wholly-owned subsidiary of Parent. In the Merger, each Share not previously purchased in the Offer, otherwise held by Purchaser or Parent, or held in the treasury of Rewards was converted, subject to appraisal rights, into the right to receive a price per Share equal to the Offer Price.  December 14, 2010 was the last day Shares will trade on The NASDAQ Stock Market, Inc.

2.                                       Item 12 of the Schedule TO is hereby amended and supplemented by adding the following:

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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.

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EXHIBIT INDEX

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