<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 22, 1998
REGISTRATION NO. 333-40335
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------
<TABLE>
<S> <C>
GLACIER WATER SERVICES, INC. GLACIER WATER TRUST I
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) (EXACT NAME OF CO-REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE DELAWARE
(STATE OR OTHER JURISDICTION OF (STATE OR OTHER JURISDICTION OF
INCORPORATION OR ORGANIZATION) INCORPORATION OR ORGANIZATION)
33-0493559 33-0779340
(I.R.S. EMPLOYER IDENTIFICATION NO.) (I.R.S. EMPLOYER IDENTIFICATION NO.)
5962 6719
(PRIMARY STANDARD INDUSTRIAL (PRIMARY STANDARD INDUSTRIAL
CLASSIFICATION CODE NUMBER) CLASSIFICATION CODE NUMBER)
2261 COSMOS COURT 2261 COSMOS COURT
CARLSBAD, CA 92009 CARLSBAD, CA 92009
TELEPHONE: (760) 930-2420 TELEPHONE: (760) 930-2420
(ADDRESS INCLUDING ZIP CODE, AND (ADDRESS, INCLUDING ZIP CODE, AND
TELEPHONE NUMBER, INCLUDING AREA CODE, TELEPHONE NUMBER, INCLUDING AREA CODE,
OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICE) OF CO-REGISTRANT'S PRINCIPAL EXECUTIVE OFFICE)
</TABLE>
JERRY A. GORDON
PRESIDENT AND CHIEF OPERATING OFFICER
GLACIER WATER SERVICES, INC.
2261 COSMOS COURT
CARLSBAD, CALIFORNIA 92009
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
--------------
COPIES TO:
<TABLE>
<S> <C>
KENNETH J. BARONSKY, ESQ. WILLIAM T. QUICKSILVER, ESQ.
MILBANK, TWEED, HADLEY & MCCLOY MANATT, PHELPS & PHILLIPS, LLP
601 SOUTH FIGUEROA STREET, 30TH FLOOR 11355 WEST OLYMPIC BOULEVARD
LOS ANGELES, CALIFORNIA 90017 LOS ANGELES, CA 90064-1614
TELEPHONE: (213) 892-4000 TELEPHONE: (310) 312-4210
</TABLE>
--------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC:
As soon as practicable after this Registration Statement becomes effective.
--------------
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [_]
If the registrant elects to deliver its latest annual report to security
holders, or a complete and legible facsimile thereof, pursuant to Item
11(a)(1) of this form, check the following box. [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of earlier
effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [X] 333-40335
If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box. [_]
--------------
THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(a), MAY DETERMINE.
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- -------------------------------------------------------------------------------
<PAGE>
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 is being filed pursuant to Rule 462(d)
under the Securities Act of 1933, as amended, by Glacier Water Trust I, a
Delaware statutory business trust ("Water Trust I") and Glacier Water
Services, Inc., a Delaware corporation ("Glacier"), in order to amend Exhibit
8.1 to the Company's Registration Statement on Form S-2, File No. 333-40335
(as amended, the "Registration Statement"). The prospectus that forms a part
of the Registration Statement is incorporated herein by reference.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
<TABLE>
<S> <C>
Securities and Exchange Commission registration fee................ $ 25,758
NASD fee........................................................... 7,000
American Stock Exchange fees....................................... 15,000
Trustees' fees and expenses........................................ 12,000*
Legal fees and expenses............................................ 200,000*
Blue Sky fees and expenses......................................... 10,000*
Accounting fees and expenses....................................... 60,000*
Printing expenses.................................................. 120,000*
Miscellaneous expenses............................................. 20,242*
--------
TOTAL.......................................................... $470,000
========
</TABLE>
- --------
* Estimated Amounts
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the General Corporation Law of Delaware permits the
indemnification of directors, officers, employees and agents of Delaware
corporations.
As permitted by Sections 102 and 145 of the Delaware General Corporation
Law, the Registrant's certificate of incorporation eliminates a director's
personal liability for monetary damages to the Registrant and its stockholders
arising from a breach or alleged breach of a director's fiduciary duty except
for liability under Section 174 of the Delaware General Corporation Law or
liability for any breach of the director's duty of loyalty to the Registrant
or its stockholders, for acts or omissions not in good faith or which involve
unintentional misconduct or a knowing violation of law or for any transaction
in which the director derived an improper personal benefit. The effect of this
provision in the certificate of incorporation is to eliminate the rights of
the Registrant and its stockholders (through stockholders' derivative suits on
behalf of the Registrant) to recover monetary damages against a director for
breach of fiduciary duty as a director (including breaches resulting from
negligent or grossly negligent behavior) except in the situations described
above.
The Registrant's bylaws provide for indemnification of officers, directors
and employees and the Company has entered into an indemnification agreement
("Indemnification Agreement") with each officer and director of the Registrant
(an "Indemnitee"). Under the bylaws and these Indemnification Agreements, the
Registrant must indemnify an Indemnitee to the fullest extent permitted by
Delaware Law for losses and expenses incurred with actions in which the
Indemnitee is involved by reason of having been a director or employee of the
Registrant. The Registrant is also obligated to advance expenses an Indemnitee
may incur in connection with such actions before any resolution of the action,
and the Indemnitee may sue to enforce his or her right to indemnification or
advancement of expenses.
The Registrant has entered into indemnification agreements with its officers
directors in the form incorporated by reference hereto as Exhibit 10.5.
Under the Trust Agreement, Glacier will agree to indemnify each of the
Trustees of Water Trust I or any predecessor Trustee for Water Trust I, and to
hold each Trustee harmless against any loss, damage, claims, liability or
incurred without negligence or bad faith on its part, arising out of or
connection with the acceptance or administration of the Trust Agreement, the
costs and expenses of defending itself against any claim or in connection with
the exercise or performance of any of its powers or duties under the Trust
Agreement.
Glacier and Water Trust I have agreed to indemnify the Underwriters, the
Underwriters have agreed to indemnify Water Trust I and Glacier for certain
liabilities, including liabilities under the Securities Act of 1933, as
amended. Reference is made to the Underwriting Agreement filed as Exhibit 1.1
herewith.
II-1
<PAGE>
ITEM 16. EXHIBITS
(a) Exhibits
<TABLE>
<C> <S>
1.1 Form of Underwriting Agreement.+
4.1 Form of Subordinated Indenture to be entered into between Glacier
Water Services, Inc. and Wilmington Trust Company, as the
Indenture Trustee.+
4.2 Form of Officers' Certificate and Company Order.+
4.3 Certificate of Trust of Water Trust I dated November 13, 1997.+
4.4 Trust Agreement of Water Trust I dated as of November 13, 1997.+
4.4.1 Form of Amended and Restated Trust Agreement of Water Trust I.+
4.5 Form of Trust Preferred Certificate of Water Trust I.+
4.6 Form of Common Securities Certificate of Water Trust I.+
4.7 Form of Guarantee Agreement.+
4.8 Form of Agreement as to Expenses and Liabilities.+
4.9 Form of Junior Subordinated Deferrable Interest Debenture of
Glacier.+
5.1 Opinion and Consent of Milbank, Tweed, Hadley & McCloy.+
5.2 Opinion and Consent of Richards, Layton & Finger, P.A.+
8.1 Opinion and Consent of Milbank, Tweed, Hadley & McCloy, as counsel
to Glacier Water Services, Inc., as to certain federal income tax
matters.
10.1 Amended and Restated 1992 Stock Incentive Plan.(2)
10.2 Vending Machine Agreement between the Vons Companies, Inc. and
BWVI.(1)
10.3 Location Agreement between Food 4 Less Supermarkets, Inc. and GW
Services, Inc.(7)
10.4 Location Agreement between Ralphs Grocery Company, Cala Co., and GW
Services, Inc.(8)
10.5 Form of Indemnification Agreement with Officers and Directors.(1)
10.6 Lease Agreement between Enterprise Leasing and GW Services, Inc.(3)
10.7 Lease Agreement between Robert N. and Jean K. Rindt and Glacier
Water Services, Inc. relating to the Carlsbad, CA facility.(4)
10.8 1994 Stock Compensation Plan.(5)
10.8.1 Amendment No. 1 to 1994 Stock Compensation Plan.(6)
10.8.2 Amendment No. 2 to 1994 Stock Compensation Plan.(8)
10.9 Asset Purchase Agreement dated March 28, 1997 by and between
Glacier Water Services, Inc., McKesson Corp. and McKesson Water
Products Company.(8)
10.10 Credit Agreement between Tokai Bank of California, Glacier Water
Services, Inc. and GW Services, Inc.(6)
10.10.1 Modification of Note and Credit Agreement between Tokai Bank of
California, Glacier Water Services, Inc. and GW Services, Inc.
effective February 6, 1996.(7)
10.10.2 Modification of Note and Credit Agreement between Tokai Bank of
California, Glacier Water Services, Inc. and GW Services, Inc.
effective June 20, 1996.(8)
10.10.3 Modification of Note and Credit Agreement between Tokai Bank of
California, Glacier Water Services, Inc. and GW Services, Inc.
effective March 28, 1997.(8)
10.10.4 Amendment to Guarantee of Note and Credit Agreement.(8)
12.1 Statement re Computation of Ratios.+
23.1 Consent of Arthur Andersen LLP.
</TABLE>
II-2
<PAGE>
<TABLE>
<C> <S>
23.2 Consent of Deloitte & Touche LLP.
23.3 Consent of Milbank, Tweed, Hadley & McCloy (included in Exhibit 5.1
and 8.1 above).+
23.4 Consent of Richards, Layton & Finger, P.A. (included in Exhibit 5.2
above).+
23.5 Consent of Beverage Marketing Corporation.+
24.1 Power of Attorney (set forth on the signature page of the Registration
Statement).+
25.1 Form T-1 Statement of Eligibility of Wilmington Trust Company to act
as trustee under the Subordinated Indenture.+
25.2 Form T-1 Statement of Eligibility of Wilmington Trust Company to act
as trustee under the Amended and Restated Trust Agreement.+
25.3 Form T-1 Statement of Eligibility of Wilmington Trust Company to act
as trustee under the Trust Preferred Securities Guarantee Agreement.+
27.1 Financial Data Schedule of Glacier Water Trust I.+
</TABLE>
- --------
+ Previously filed.
(1) Incorporated by reference to the Company's Registration Statement on Form
S-1 (File No. 33-61942), and the amendments thereto.
(2) Incorporated by reference to the Company's Registration Statement on Form
S-8 (File Number 33-61942) filed April 30, 1993.
(3) Incorporated by reference to the Company's Annual Report on Form 10-K and
amendments thereto dated March 11, 1994 for the year ended December 31,
1993.
(4) Incorporated by reference to the Company's Quarterly Report on Form 10-Q
for the three months ended March 31, 1994.
(5) Incorporated by reference to the Company's Registration Statement on Form
S-8 (File Number 33-80016) filed June 8, 1994.
(6) Incorporated by reference to the Company's Annual Report on Form 10-K for
the year ended December 31, 1995.
(7) Incorporated by reference to the Company's proxy statement from the 1995
Annual Meeting of Stockholders filed May 1, 1995.
(8) Incorporated by reference to the Company's Annual Report on Form 10-K for
the year ended December 31, 1996.
ITEM 17. UNDERTAKINGS
(a) The undersigned Registrants hereby undertake that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrants' annual reports pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(b) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrants pursuant to the foregoing provisions, or otherwise, the
Registrants have been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Registrants of expenses or paid by a director, officer or controlling
person of the Registrants in the successful defense of any action, suit or
proceeding) is asserted by such officer or controlling person in connection
with the securities being registered, the Registrants will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
II-3
<PAGE>
(c) The Registrants hereby undertake that:
(1) For purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as part of
this registration statement in reliance upon Rule 430A and contained in the
form of prospectus filed by the Registrants pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities Act
of 1933, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-2 and has duly caused this Post-Effective
Amendment No. 1 to the registration statement to be signed on its behalf by
the undersigned, thereunto duly in the City of Carlsbad, State of California,
on January 22, 1998.
GLACIER WATER SERVICES, INC.
/s/ Jerry A. Gordon
By: _________________________________
Jerry A. Gordon
President and Chief Operating
Officer
Pursuant to the Requirements of the Securities Act of 1933, as amended, this
Post-Effective Amendment No. 1 to the Registration Statement has been signed
below by the following persons in the capacities and on the dates indicated.
<TABLE>
<S> <C>
Dated: January 22, 1998 *
___________________________________________
Douglas C. Boyd, Director
Dated: January 22, 1998 *
___________________________________________
Peter B. Foreman, Director
Dated: January 22, 1998 /s/ Jerry A. Gordon
___________________________________________
Jerry A. Gordon, President, Chief Operating
Officer and Director
Dated: January 22, 1998 *
___________________________________________
Richard A. Kayne, Director
Dated: January 22, 1998 *
___________________________________________
Scott H. Shlecter, Director
Dated: January 22, 1998 *
___________________________________________
Robert V. Sinnott, Director
Dated: January 22, 1998 *
___________________________________________
Jerry R. Welch, Chairman of the Board and
Chief Executive Officer
Dated: January 22, 1998 *
___________________________________________
Brenda K. Foster, Vice President,
Controller (principal financial and
accounting officer)
</TABLE>
/s/ Jerry A. Gordon
By: _____________________________
Jerry A. Gordon
Attorney-in-Fact
II-5
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-2 and has duly caused this Post-
Effective Amendment No. 1 to the registration statement to be signed on its
behalf by the undersigned, thereunto duly in the City of Carlsbad, State of
California, on January 22, 1998.
GLACIER WATER TRUST I
<TABLE>
<S> <C>
Dated: January 22, 1998 *
___________________________________________
Jerry R. Welch
Administrative Trustee
Dated: January 22, 1998 /s/ Jerry A. Gordon
___________________________________________
Jerry A. Gordon
Administrative Trustee
Dated: January 22, 1998 *
___________________________________________
Brenda K. Foster
Administrative Trustee
</TABLE>
/s/ Jerry A. Gordon
By: _____________________________
Jerry A. Gordon
Attorney-in-Fact
II-6
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
1.1 Form of Underwriting Agreement.+
4.1 Form of Subordinated Indenture to be entered into between Glacier
Water Services, Inc. and Wilmington Trust Company, as Indenture
Trustee.+
4.2 Form of Officers' Certificate and Company Order.+
4.3 Certificate of Trust of Water Trust I dated November 13, 1997.+
4.4 Trust Agreement of Water Trust I dated as of November 13, 1997.+
4.4.1 Form of Amended and Restated Trust Agreement of Water Trust I.+
4.5 Form of Trust Preferred Certificate of Water Trust I.+
4.6 Form of Common Securities Certificate of Water Trust I.+
4.7 Form of Guarantee Agreement.+
4.8 Form of Agreement as to Expenses and Liabilities.+
4.9 Form of Junior Subordinated Deferrable Interest Debenture of Glacier.+
5.1 Opinion and Consent of Milbank, Tweed, Hadley & McCloy.+
5.2 Opinion and Consent of Richards, Layton & Finger, P.A.+
8.1 Opinion and Consent of Milbank, Tweed, Hadley & McCloy, as counsel to
Glacier Water Services, Inc., as to certain federal income tax
matters.
10.1 Amended and Restated 1992 Stock Incentive Plan.(2)
10.2 Vending Machine Agreement between the Vons Companies, Inc. and
BWVI.(1)
10.3 Location Agreement between Food 4 Less Supermarkets, Inc. and GW
Services, Inc.(7)
10.4 Location Agreement between Ralphs Grocery Company, Cala Co., and GW
Services, Inc.(8)
10.5 Form of Indemnification Agreement with Officers and Directors.(1)
10.6 Lease Agreement between Enterprise Leasing and GW Services, Inc.(3)
10.7 Lease Agreement between Robert N. and Jean K. Rindt and Glacier Water
Services, Inc. relating to the Carlsbad, CA facility.(4)
10.8 1994 Stock Compensation Plan.(5)
10.8.1 Amendment No. 1 to 1994 Stock Compensation Plan.(6)
10.8.2 Amendment No. 2 to 1994 Stock Compensation Plan.(8)
10.9 Asset Purchase Agreement dated March 28, 1997 by and between Glacier
Water Services, Inc., McKesson Corp. and McKesson Water Products
Company.(8)
10.10 Credit Agreement between Tokai Bank of California, Glacier Water
Services, Inc. and GW Services, Inc.(6)
10.10.1 Modification of Note and Credit Agreement between Tokai Bank of
California, Glacier Water Services, Inc. and GW Services, Inc.
effective February 6, 1996.(7)
10.10.2 Modification of Note and Credit Agreement between Tokai Bank of
California, Glacier Water Services, Inc. and GW Services, Inc.
effective June 20, 1996.(8)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
10.10.3 Modification of Note and Credit Agreement between Tokai Bank of
California, Glacier Water Services, Inc. and GW Services, Inc.
effective March 28, 1997.(8)
10.10.4 Amendment to Guarantee of Note and Credit Agreement.(8)
12.1 Statement re Computation of Ratios.+
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Deloitte & Touche LLP.
23.3 Consent of Milbank, Tweed, Hadley & McCloy (included in Exhibit 5.1
and 8.1 above).+
23.4 Consent of Richards, Layton & Finger, P.A. (included in Exhibit 5.2
above).+
23.5 Consent of Beverage Marketing Corporation.+
24.1 Power of Attorney (set forth on the signature page of the Registration
Statement).+
25.1 Form T-1 Statement of Eligibility of Wilmington Trust Company to act
as trustee under the Subordinated Indenture.+
25.2 Form T-1 Statement of Eligibility of Wilmington Trust Company to act
as trustee under the Amended and Restated Trust Agreement.+
25.3 Form T-1 Statement of Eligibility of Wilmington Trust Company to act
as trustee under the Trust Preferred Securities Guarantee Agreement.+
27.1 Financial Data Schedule of Glacier Water Trust I.+
</TABLE>
- --------
+ Previously filed.
(1) Incorporated by reference to the Company's Registration Statement on Form
S-1 (File No. 33-61942), and the amendments thereto.
(2) Incorporated by reference to the Company's Registration Statement on Form
S-8 (File Number 33-61942) filed April 30, 1993.
(3) Incorporated by reference to the Company's Annual Report on Form 10-K and
amendments thereto dated March 11, 1994 for the year ended December 31,
1993.
(4) Incorporated by reference to the Company's Quarterly Report on Form 10-Q
for the three months ended March 31, 1994.
(5) Incorporated by reference to the Company's Registration Statement on Form
S-8 (File Number 33-80016) filed June 8, 1994.
(6) Incorporated by reference to the Company's Annual Report on Form 10-K for
the year ended December 31, 1995.
(7) Incorporated by reference to the Company's proxy statement from the 1995
Annual Meeting of Stockholders filed May 1, 1995.
(8) Incorporated by reference to the Company's Annual Report on Form 10-K for
the year ended December 31, 1996.
<PAGE>
EXHIBIT 8.1
January 22, 1998
Glacier Water Services, Inc.
2261 Cosmos Court
Carlsbad, California 92009
Glacier Water Trust I
2261 Cosmos Court
Carlsbad, California 92009
Re: CERTAIN FEDERAL INCOME TAX CONSEQUENCES
---------------------------------------
OF THE PURCHASE AND OWNERSHIP OF CUMULATIVE
-------------------------------------------
TRUST PREFERRED SECURITIES ISSUED BY
------------------------------------
GLACIER WATER TRUST I
---------------------
Ladies and Gentlemen:
We have acted as counsel to Glacier Water Services, Inc. ("Glacier") in
connection with the preparation and filing with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Act"), of a
Registration Statement on Form S-2, as amended, Registration No. 333-40335 (the
"Registration Statement"). The Registration Statement relates to the offer for
sale of 3,400,000 shares of Cumulative Trust Preferred Securities (the "Trust
Preferred Securities") of Glacier Water Trust I ("Glacier Water Trust I"), a
statutory business trust formed at the direction of Glacier under the laws of
the State of Delaware, the Junior Subordinated Debentures to be issued by
Glacier to Glacier Water Trust I in connection with the sale of the Trust
Preferred Securities, and the Guarantee to be issued by Glacier with respect to
the Trust Preferred Securities.
This opinion letter relates to the material federal income tax consequences
of the purchase and ownership of the Trust Preferred Securities by investors.
All capitalized terms used in this opinion letter and not otherwise defined
herein have the same meaning as set forth in the Registration Statement.
<PAGE>
Glacier Water Services, Inc.
Glacier Water Trust I
January 20, 1998
Page 2
We have examined the Registration Statement, the Trust Agreement of Glacier
Water Trust I, and such other documents as we have deemed necessary to render
our opinions expressed below. In our examination of such material, we have
relied upon the current and continued accuracy of the factual matters we have
considered, including the accuracy of the facts set forth in the prospectus
contained in the Registration Statement, and we have assumed the genuineness of
all signatures, the authenticity of all documents submitted to us as originals
and the conformity to original documents of all copies of documents submitted to
us. In addition, we also have assumed that the transactions related to the
issuance of the Junior Subordinated Debentures, the Trust Preferred Securities
and the Guarantee will be consummated in accordance with the terms and forms of
such documents.
Based on the foregoing, and assuming that Glacier Water Trust I was formed
and will be maintained in compliance with the terms of the Trust Agreement of
Glacier Water Trust I, it is our opinion that:
(1) Glacier Water Trust I will be classified for United States federal
income tax purposes as a grantor trust and not as an association taxable as a
corporation and, as a result, each beneficial owner of Trust Preferred
Securities will be treated as owning an undivided beneficial interest in the
Junior Subordinated Debentures held by Glacier Water Trust I; and
(2) the section entitled "Certain Federal Income Tax Consequences" in the
Registration Statement is correct in all material respects.
This opinion is based upon the Internal Revenue Code of 1986, as amended
(the "Code"), the Treasury Regulations promulgated thereunder and other relevant
authorities and law, all as in effect on the date hereof. Future changes in the
law or interpretations of the law may cause the tax treatment of the
transactions referred to herein to be materially different from that described
above. We have undertaken no obligation to update this opinion in such event.
Other than the specific tax opinions set forth in this letter, no other
opinion has been requested of us or rendered by us with respect to the tax
treatment of the proposed issuance and sale of the Junior Subordinated
Debentures, the Trust Preferred Securities or the Guarantee, including, but not
limited to, the tax treatment of the proposed transactions under other
provisions of the Code and the Treasury Regulations or the tax treatment of
<PAGE>
Glacier Water Services, Inc.
Glacier Water Trust I
January 20, 1998
Page 20
the proposed transactions under state, local, foreign or any other tax laws.
We hereby consent to the filing of this letter as an exhibit to the
Registration Statement and the use of our name in the Registration Statement
under the caption "Certain Federal Income Tax Consequences." In giving such
consent, we do not concede that this consent is required under Section 7 of the
Securities Act of 1933.
Very truly yours,
/s/ Milbank, Tweed, Hadley & McCloy
BK/KJB
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our report
(and to all references to our Firm) included in or made part of this
registration statement.
Arthur Andersen LLP
San Diego, California
January 22, 1998
<PAGE>
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference and the use in this Post-
Effective Amendment No. 1 to the Registration Statement of Glacier Water
Services, Inc. on Form S-2 of our report dated May 9, 1997 relating to the
financial statements of the Aqua-Vend Business (Certain Operations of McKesson
Water Products Company) appearing in the Prospectus, which is part of this
Registration Statement.
We also consent to the reference to us under the heading "Experts" in such
Prospectus.
Deloitte & Touche LLP
San Francisco, California
January 22, 1998
