TCW GROUP INC
SC 13G/A, 1999-04-09
Previous: TCW GROUP INC, SC 13G, 1999-04-09
Next: GOVERNMENT TECHNOLOGY SERVICES INC, 3, 1999-04-09



<PAGE>


                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, DC  20549


                                    SCHEDULE 13G
                                   (Rule 13d-102)


              INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
             TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED
                             PURSUANT TO RULE 13d-2(b)
                                (Amendment No. 1 )1


                                 Packaged Ice, Inc.
- -------------------------------------------------------------------------------
                                  (Name of Issuer)

                                    Common Stock
- -------------------------------------------------------------------------------
                           (Title of Class of Securities)

                                     695148106
- -------------------------------------------------------------------------------
                                   (CUSIP Number)

                                     03/31/1999
- -------------------------------------------------------------------------------
              (Date of Event Which Requires Filing of this Statement)


Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:

     /X/  Rule 13d-1(b)

     / /  Rule 13d-1(c)

     / /  Rule 13d-1(d)


- ------------------------
(1)  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 or otherwise subject to the liabilities of that
     section of the Act but shall be subject to all other provisions of the Act
     (however, SEE the NOTES).


<PAGE>


 CUSIP No. 695148106          13G                   Page 2 of 8 Pages


- -------------------------------------------------------------------------------
   1.  NAMES OF REPORTING PERSONS
       I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

                 The TCW Group, Inc.
- -------------------------------------------------------------------------------
   2.  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                              (a)  / /
                                                              (b)  /X/
- -------------------------------------------------------------------------------
   3.  SEC USE ONLY

- -------------------------------------------------------------------------------
   4.  CITIZENSHIP OR PLACE OF ORGANIZATION

                 Nevada corporation
- -------------------------------------------------------------------------------
                      5.       SOLE VOTING POWER
       NUMBER OF                                                            -0-
        SHARES       ----------------------------------------------------------
     BENEFICIALLY     6.       SHARED VOTING POWER
       OWNED BY                                                         156,500
        EACH         ----------------------------------------------------------
      REPORTING       7.       SOLE DISPOSITIVE POWER
       PERSON                                                               -0-
        WITH         ----------------------------------------------------------
                      8.       SHARED DISPOSITIVE POWER
                                                                        156,500
- -------------------------------------------------------------------------------
   9.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
                                                                        156,500
- -------------------------------------------------------------------------------
  10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
                                                                            / /
- -------------------------------------------------------------------------------
  11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
        0.9%(see response to Item 4)
- -------------------------------------------------------------------------------
  12.  TYPE OF REPORTING PERSON*
                                         HC/CO
- -------------------------------------------------------------------------------


                        *SEE INSTRUCTIONS BEFORE FILLING OUT


<PAGE>


 CUSIP No. 695148106          13G                   Page 3 of 8 Pages


- -------------------------------------------------------------------------------
   1.  NAMES OF REPORTING PERSONS
       I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

                  Robert Day
- -------------------------------------------------------------------------------
   2.  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                              (a)  / /
                                                              (b)  /X/
- -------------------------------------------------------------------------------
   3.  SEC USE ONLY


- -------------------------------------------------------------------------------
   4.  CITIZENSHIP OR PLACE OF ORGANIZATION

                 United States Citizen
- -------------------------------------------------------------------------------
                      5.       SOLE VOTING POWER
       NUMBER OF                                                            -0-
        SHARES       ----------------------------------------------------------
     BENEFICIALLY     6.       SHARED VOTING POWER
       OWNED BY                                                         156,500
         EACH        ----------------------------------------------------------
       REPORTING      7.       SOLE DISPOSITIVE POWER
        PERSON                                                              -0-
         WITH        ----------------------------------------------------------
                      8.       SHARED DISPOSITIVE POWER
                                                                        156,500
- -------------------------------------------------------------------------------

   9.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
                                                                        156,500
- -------------------------------------------------------------------------------
  10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
                                                                            / /
- -------------------------------------------------------------------------------
  11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
        0.9%(see response to Item 4)
- -------------------------------------------------------------------------------
  12.  TYPE OF REPORTING PERSON*
                                         HC/IN
- -------------------------------------------------------------------------------


                        *SEE INSTRUCTIONS BEFORE FILLING OUT


<PAGE>

                                                    Page 4 of 8 Pages

Item 1(a).     Name of Issuer:

               Packaged Ice, Inc.

Item 1(b).     Address of Issuer's Principal Executive Offices:

               8572 Katy Freeway, Suite 101
               Houston, TX 77024

Item 2(a).     Name of Persons Filing:
Item 2(b).     Address of Principal Business Office, or if None, Residence:
Item 2(c).     Citizenship:

               The TCW Group, Inc.
               865 South Figueroa Street
               Los Angeles, CA 90017
               (Nevada Corporation)
               
               Robert Day 
               200 Park Avenue, Suite 2200
               New York, New York 10166
               (United States Citizen)

Item 2(d).     Title of Class of Securities:

               Common Stock

Item 2(e).     CUSIP Number:

               695148106


<PAGE>

                                                    Page 5 of 8 Pages

Item 3.   If This Statement Is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or
          (c), Check Whether the Person Filing is a:

          (a)  / /  Broker or dealer registered under Section 15 of the Exchange
                    Act.
          (b)  / /  Bank as defined in Section 3(a)(6) of the Exchange Act.
          (c)  / /  Insurance company as defined in Section 3(a)(19) of the
                    Exchange Act.
          (d)  / /  Investment company registered under Section 8 of the
                    Investment Company Act.
          (e)  / /  An investment adviser in accordance with Rule
                    13d-1(b)(1)(ii)(E).
          (f)  / /  An employee benefit plan or endowment fund in accordance
                    with13d-1(b)(1)(ii)(F).
          (g)  /X/  A parent holding company or control person in accordance
                    with Rule 13d-1(b)(1)(ii)(G).

                         (SEE Item 7)
                         The TCW Group, Inc.
                         Robert Day (individual who may be deemed to control The
                              TCW Group, Inc. and other entities which hold the
                              Common Stock of the issuer)

          (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.
          (j)  / /  Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
          If this statement is filed pursuant to Rule 13d-1(c), check this
          box. / /


<PAGE>

                                                    Page 6 of 8 Pages

Item 4.   Ownership **
          THE TCW GROUP, INC.
          (a) Amount beneficially owned: 156,500****
          (b) Percent of class:  0.9%
          (c) Number of shares as to which such person has:
              (i)    Sole power to vote or to direct the vote: none.
              (ii)   Shared power to vote or to direct the vote: 156,500
              (iii)  Sole power to dispose or to direct the disposition of:
                     none.
              (iv)   Shared power to dispose or to direct the disposition of:
                     156,500

          ROBERT DAY ***
          (a) Amount beneficially owned: 156,500****
          (b) Percent of class:  0.9%
          (c) Number of shares as to which such person has:
              (i)    Sole power to vote or to direct the vote: none.
              (ii)   Shared power to vote or to direct the vote: 156,500
              (iii)  Sole power to dispose or direct the disposition of: none.
              (iv)   Shared power to dispose or to direct the disposition of:
                     156,500

- -----------------

**   The filing of this Schedule 13G shall not be construed as an admission that
     the reporting person or any of its affiliates is, for the purposes of
     Section 13(d) or 13(g) of the Securities Exchange Act of 1934, the
     beneficial owner of any securities covered by this Schedule 13G.  In
     addition, the filing of this Schedule 13G shall not be construed as an
     admission that the reporting person or any of its affiliates is the
     beneficial owner of any securities covered by this Schedule 13G for any
     other purposes than Section 13(d) of the Securities Exchange Act of 1934.

***  Shares reported for Robert Day include shares reported for The TCW Group,
     Inc.

**** Includes 2,500 shares of Common Stock issuable upon conversion of 2,500
     Warrants expiring April 15, 2004.


<PAGE>

                                                    Page 7 of 8 Pages

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 /X/.

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.

          SEE Exhibit A.

Item 8.   Identification and Classification of Members of the Group.

          Not applicable.  SEE Exhibits A and B.

Item 9.   Notice of Dissolution of Group.

          Not applicable.

Item 10.  Certification.

          Because this statement is filed pursuant to Rule 13d-1(b), the
          following certification is included:

          By signing below I certify that, to the best of my knowledge and
          belief, the securities referred to above were acquired in the ordinary
          course of business and were not acquired and are not held for the
          purpose of or with the effect of changing or influencing the control
          of the issuer of the securities and were not acquired and are not held
          in connection with or as a participant in any transaction having that
          purpose or effect.


<PAGE>

                                                    Page 8 of 8 Pages

                                     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.


Dated this 8th day of April, 1999.


                                                 The TCW Group, Inc.

                                                 By:  /s/  Susan M. Marsch
                                                     --------------------------
                                                      Susan M. Marsch
                                                      Authorized Signatory







                                                 Robert Day

                                                 By:  /s/  Susan M. Marsch
                                                     --------------------------
                                                      Susan M. Marsch
                                                      Under Power of Attorney
                                                      dated March 31, 1999, on
                                                      File with Schedule 13G
                                                      for Hibbett Sporting
                                                      Goods, Inc. dated
                                                      April 8, 1999.



<PAGE>


                                     EXHIBIT A


                  RELEVANT SUBSIDIARIES OF PARENT HOLDING COMPANY

PART A: TCW ENTITIES

PARENT HOLDING COMPANY:

          The TCW Group, Inc.
          
          Robert Day (an individual who may be deemed to control The TCW Group,
          Inc.)


RELEVANT SUBSIDIARIES THAT ARE PERSONS DESCRIBED IN RULE 13d-1(b):

          (i)    Trust Company of the West, a California corporation and a bank
                 as defined in Section 3(a)(6) of the Securities Exchange Act
                 of 1934.
          
          (ii)   TCW Asset Management Company, a California corporation and an
                 Investment Adviser registered under Section 203 of the
                 Investment Advisers Act of 1940.
          
          (iii)  TCW Investment Management Company, a California corporation
                 and an Investment Adviser registered under Section 203 of the
                 Investment Advisers Act of 1940.

Note:     No Common Stock of Packaged Ice, Inc. is held directly by The TCW
          Group, Inc. Other than the indirect holdings of The TCW Group, Inc.,
          no Common Stock of Packaged Ice, Inc. is held directly or indirectly
          by Robert Day, an individual who may be deemed to control The TCW
          Group, Inc.

PART B: NON TCW ENTITIES

PARENT HOLDING COMPANY:

          Robert Day (an individual who may be deemed to control the entities
          described below which are not subsidiaries of The TCW Group, Inc.)

RELEVANT SUBSIDIARIES THAT ARE PERSONS DESCRIBED IN RULE 13d-1(b):

          Oakmont Corporation, a California corporation and an Investment
          Adviser registered under Section 203 of the Investment Advisers Act of
          1940.


                                      A-1

<PAGE>


                                      EXHIBIT B

                               JOINT FILING AGREEMENT


     The undersigned acknowledge and agree that the foregoing statement on
Schedule 13G is filed on behalf of each of the undersigned and that all
subsequent amendments to this statement on Schedule 13G shall be filed on behalf
of each of the undersigned without the necessity of filing additional joint
acquisition statements.  The undersigned acknowledge that each shall be
responsible for the timely filing of such amendments, and for the completeness
and accuracy of the information concerning him or it contained therein, but
shall not be responsible for the completeness and accuracy of the information
concerning the other, except to the extent that he or it knows or has reason to
believe that such information is accurate.


Dated this 8th day of April, 1999.

                                                 The TCW Group, Inc.

                                                 By:  /s/  Susan M. Marsch
                                                    ---------------------------
                                                    Susan M. Marsch
                                                    Authorized Signatory






                                                 Robert Day
                                                 By:  /s/  Susan M. Marsch
                                                    ---------------------------
                                                    Susan M. Marsch
                                                    Under Power of Attorney
                                                    dated March 31, 1999, on
                                                    File with Schedule 13G for
                                                    Hibbett Sporting Goods, Inc.
                                                    dated April 8, 1999.


                                      B-1



© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission