SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
PACKAGED ICE, INC.
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(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
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(Title of Class of Securities)
695148106
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(CUSIP Number)
DECEMBER 31, 1999
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
/ / Rule 13d-1(b)
/ / Rule 13d-1(c)
/ X / Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of the section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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SCHEDULE 13G
CUSIP NO. 695148106
1. Names of Reporting Persons.
I.R.S. Identification Nos. of Above Persons (entities only).
United States Filter Corporation
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2. Check the Appropriate Box if a Member of a Group
(a) |_|
(b) |_|
3. SEC Use Only
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4. Citizenship or Place of Organization Delaware
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Number of 5. Sole Voting Power 1,815,249.59
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Shares
Beneficially 6. Shared Voting Power 0
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Owned by
Each Reporting 7. Sole Dispositive Power 1,815,249.59
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Person With:
8. Shared Dispositive Power 0
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9. Aggregate Amount Beneficially Owned by Each Reporting Person
1,815,249.59
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10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [ ]
11. Percent of Class Represented by Amount in Row (9) 8.6%
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12. Type of Reporting Person CO
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Page 2 of 6 Pages
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SCHEDULE 13G
CUSIP NO. 695148106
Item 1.
(a) Name of Issuer
PACKAGED ICE, INC.
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(b) Address of Issuer's Principal Executive Offices
8572 KATY FREEWAY, SUITE 101, HOUSTON, TX 77024
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Item 2.
(a) Name of Person Filing
UNITED STATES FILTER CORPORATION
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(b) Address of Principal Business Office or, if none, Residence
40-004 COOK STREET, PALM DESERT, CA 92211
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(c) Citizenship
DELAWARE
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(d) Title of Class of Securities
COMMON STOCK, $.01 PAR VALUE PER SHARE
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(e) CUSIP Number
695148106
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Page 3 of 6 Pages
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SCHEDULE 13G
CUSIP NO. 695148106
Item 3. If this statement is filed pursuant to ss.ss.240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a:
(a) / / Broker of dealer registered under section 15 of the Act;
(b) / / Bank as defined in section 3(a)(6) of the Act;
(c) / / Insurance company as defined in section 3(a)(19) of the Act;
(d) / / Investment company registered under section 8 of the Investment
Company Act of 1940;
(e) / / An investment adviser in accordance with ss.240.13d-1(b)(l)(ii)
(E);
(f) / / An employee benefit plan or endowment fund in accordance with
ss.240.13d-1(b)(1)(ii)(F);
(g) / / A parent holding company or control person in accordance with
ss.240.13d-1(b)(1)(ii)(G);
(h) / / A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act;
(i) / / A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment
Company Act of 1940;
(j) / / Group, in accordance withss.240.13d-1((b)(l)(ii)(J)
Item 4. Ownership.
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned: The reporting person is deemed to
beneficially own the 1,815,249.59 shares of common stock, par value
$.01 per share ("Common Stock"), underlying presently exercisable
warrants held by USF Commercial & Consumer Group, Inc., a wholly owned
subsidiary of the reporting person.
(b) Percent of class: The 1,815,249.59 shares of Common Stock deemed to be
beneficially owned by the reporting person constitute approximately
8.6% of the total number of shares of Common Stock outstanding as of
November 2, 1999 (calculated in accordance with Rule 13d-3(d)(1)).
According to the Issuer's Quarterly Report on Form 10-Q for the period
ended September 30, 1999, as of November 2, 1999 a total of 19,286,209
shares of Common Stock were outstanding.
Page 4 of 6 Pages
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SCHEDULE 13G
CUSIP NO. 695148106
(c) Number of shares as to which the reporting person has:
(i) Sole power to vote or to direct the vote: 1,815,249.59
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of:
1,815,249.59 (iv) Shared power to dispose or to direct the
disposition of: 0
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date
hereof, the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following: [ ]
Item 6. Ownership of More than Five Percent on Behalf of Another Person
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company
Not applicable.
Item 8. Identification and Classification of Members of the Group
Not applicable.
Item 9. Notice of Dissolution of Group
Not applicable.
Item 10. Certification
Not applicable.
Page 5 of 6 Pages
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SCHEDULE 13G
CUSIP NO. 695148106
SIGNATURE
After reasonable 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.
United States Filter Corporation
By: /s/ MICHAEL E. HULME, JR.
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Michael E. Hulme Jr.
Title: Vice President
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Dated: February 8 , 2000
Page 6 of 6 Pages
