PROSPECTUS
5,000,000 SHARES
PACKAGED ICE, INC.
COMMON STOCK
We are offering 5,000,000 shares of our common stock. We plan to issue and
sell the shares from time to time to the owners of businesses, properties and/or
assets we may acquire in the future. The specific terms upon which we will issue
these shares will be determined by negotiations with the owners of the
businesses we acquire. We expect the shares we issue in an acquisition to be
reasonably related to prevailing market prices of common stock at or near the
time we enter an acquisition agreement or consummate the acquisition.
Our common stock trades on the Nasdaq National Market under the symbol
"ICED." On April 26, 1999, the last reported sale price of the common stock on
the Nasdaq National Market was $6.125 per share.
We will pay all expenses of this offering. We will not pay underwriting
discounts or commissions in connection with issuing the shares in acquisitions,
although we may pay finder's fees in specific acquisitions. Any person receiving
a finder's fee may be deemed an underwriter within the meaning of the Securities
Act of 1933.
All of the shares offered by this prospectus may, subject to certain
conditions, also be offered and resold from time to time pursuant to this
prospectus by the persons who receive the shares in acquisitions. Subject to
certain conditions, this prospectus may also be used by persons to reoffer and
resell shares of our common stock covered by prospectuses under other
registration statements that they received in connection with acquisitions.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED ANY OF THE SECURITIES OFFERED BY THIS PROSPECTUS OR
DETERMINED THAT THIS PROSPECTUS IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this prospectus is April 27 , 1999.
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TABLE OF CONTENTS
Where You Can Find More Information......................... 3
Forward-Looking Statements.................................. 4
The Company................................................. 4
Acquisition Terms........................................... 5
Market Price and Dividend Policy............................ 5
Description of Capital Stock................................ 6
Selling Shareholders........................................ 6
Legal Matters............................................... 7
Experts..................................................... 7
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Frequently in this prospectus, we refer to ourselves, Packaged Ice, Inc., as
"we," "us," or "Packaged Ice." Generally we refer to ourselves as "we" or "us"
when discussing our operations. As the context requires, references to "we" and
"us" include all of our subsidiaries, including Reddy Ice Corporation and Cassco
Ice & Cold Storage, Inc. Generally, we refer to ourselves as "Packaged Ice" when
discussing our legal entity which will issue the common shares, its structure or
other matters which require us to differentiate such legal entity from the group
of companies we use to conduct our business.
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WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the Securities and Exchange Commission. You may read and copy
any reports, statements, or other information we file with the SEC at its public
reference rooms in Washington, D.C. (450 Fifth Street, N.W. 20549), New York,
New York (7 World Trade Center, Suite 1300 10048) and Chicago, Illinois (500
West Madison Street, Suite 1400 60661). Please call the SEC at 1-800-SEC-0330
for further information on the public reference rooms. Our filings are also
available to the public on the internet, through a database maintained by the
SEC at http://www.sec.gov.
We filed a registration statement on Form S-4 to register with the SEC the
shares offered by this prospectus. This prospectus is part of that registration
statement. As permitted by SEC rules, this prospectus does not contain all the
information contained in the registration statement or the exhibits to the
registration statement. You may refer to the registration statement and
accompanying exhibits for more information about us and our stock.
The SEC allows us to "incorporate by reference" into this document the
information we file with them. This means that we can disclose important
business, financial and other information to you by referring you to other
documents separately filed with the SEC. All information incorporated by
reference is part of this document, unless and until that information is updated
and superseded by the information contained in this document or any information
incorporated later.
We incorporate by reference the documents listed below:
1. Annual Report on Form 10-K for the fiscal year ended December 31,
1998.
2. Current Report on Form 8-K dated August 14, 1998 as amended by Form
8-K/A dated December 22, 1998.
3. Current Report on Form 8-K dated April 1, 1998, as amended by Form
8-K/A dated May 12, 1998.
We also incorporate by reference all future filings we make with the SEC
between the date of this document and the date upon which we sell all the
securities we offer with this document.
You may obtain copies of these documents at no cost by requesting them
from us in writing at the following address:
Packaged Ice, Inc.
Attn: Investor Relations
8572 Katy Freeway, Suite 101
Houston, Texas 77024
Tel: (713) 464-9384
To ensure timely delivery of these materials, you should make any request
no later than five business days prior to the date on which you intend to vote
on or otherwise consent to or approve our acquisition of your business. You
should rely only on the information provided in this document or incorporated by
reference. We have not authorized anyone else to provide you with different
information. We are not making an offer of these securities in any state where
the offer is not permitted. Information is accurate only as of the date of the
documents containing the information, unless the information specifically
indicates that another date applies.
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FORWARD-LOOKING STATEMENTS
This document contains certain forward-looking statements within the
meaning of the federal securities laws. We base forward-looking statements on
our reasonable beliefs, assumptions and expectations of our future economic
performance, taking into account information currently available to us. However,
forward-looking statements involve risks and uncertainties which could cause
actual outcomes and results to differ materially from the expected outcomes and
results expressed or implied in such forward-looking statements. Some of the
risks and uncertainties which could cause actual outcomes and results to differ
materially from our expectations include:
o the impact of general economic conditions and seasonality;
o industry-wide market factors, including competition;
o our ability to identify and complete acquisitions and successfully
integrate the operating philosophies and practices of the businesses we
acquire;
o the availability of capital sources;
o our substantial leverage and our ability to service debt; and
o the availability of credit facilities and restrictive covenants.
The words "believes," "anticipates," "expects" and similar expressions are
intended to identify such forward-looking statements. We undertake no obligation
to publicly update or revise any forward-looking statements, whether as a result
of new information, future events or other factors.
THE COMPANY
We are the largest manufacturer and distributor of packaged ice in the
United States and currently serve over 70,000 customer locations in 26 states
and the District of Columbia.
We predominantly operate in two business segments, ice products and
non-ice operations. Ice products consist of (a) the manufacture and delivery of
traditional ice from a central point of production to the point of sale and (b)
the installation of Ice Factories, our proprietary machines that produce,
package, store and merchandise ice at the point of sale through an automated,
self-contained system. Non-ice operations consist of refrigerated warehousing,
bottled water and the manufacturing and leasing of ice equipment.
As of December 31, 1998, Packaged Ice owned or operated 76 ice
manufacturing plants, four manufacturing facilities for other than ice
production (such as bottled water and manufacturing and leasing of ice
equipment), 39 distribution centers and nine refrigerated warehouses. In
addition, Packaged Ice has an installed base of 1,835 Ice Factories.
Packaged Ice's principal executive offices are located at 8572 Katy
Freeway, Suite 101, Houston, Texas 77024. Its telephone number is (713)
464-9384.
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ACQUISITION TERMS
This prospectus covers the offer and sale of up to 5,000,000 shares of our
common stock that we may issue from time to time in connection with the future
direct and indirect acquisitions of other businesses, properties or securities
in business combination transactions. We will furnish this prospectus to the
securityholders or owners of the businesses we acquire in exchange for the
shares we offer by this prospectus.
We expect that the terms upon which we issue the shares will be determined
through negotiations with the securityholders or principal owners of the
businesses whose securities or assets we acquire. We expect that the shares we
issue in an acquisition will be valued at prices reasonably related to the
market price for our common stock prevailing at or near the time we enter into
an acquisition agreement or consummate the acquisition.
We will pay all expenses of the offering of these shares. We will pay no
underwriting discounts or commissions in connection with the issuance of these
shares, although we may pay finder's fees with respect to specific acquisitions.
Any person receiving a finder's fee may be deemed to be an "underwriter" within
the meaning of the Securities Act of 1933.
We will use this prospectus in connection with the issuance of our shares
only in those acquisitions that would be exempt from registration except for the
possibility of integration with other transactions. If an acquisition would not
be so exempt, we will furnish those offerees this prospectus, as amended by a
post-effective amendment to the registration statement (on Form S-4) of which
this prospectus is a part.
If we consummate an acquisition (or series of acquisitions since the date
of our most recently audited financial statements) that would have a material
financial effect on us, we will file a Current Report on Form 8-K containing the
financial and other information about the acquisition(s) that would be material
to subsequent purchasers of the shares we offer through this prospectus.
Our common stock is quoted on The Nasdaq National Market. The shares we
issue in acquisitions may be subject to restrictions on resale imposed by Rules
144 and 145 under the Securities Act of 1933. In addition, we may impose certain
contractual holding period requirements upon persons acquiring our shares in
acquisitions.
MARKET PRICE AND DIVIDEND POLICY
Our common stock is quoted on The Nasdaq National Market under the symbol
"ICED." The following table sets forth the range of high and low sales prices of
our common stock as reported on Nasdaq for the periods indicated. Prior to
January 29, 1999, the day on which our common stock was first publicly traded,
there was no public market for our common stock.
1999 HIGH LOW
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First Quarter (beginning January 29, 1999)...... $8.63 $6.00
Second Quarter (through April 26, 1999)......... $6.125 $5.00
On April 26, 1999, the closing sale price of our common stock as quoted on
Nasdaq was $6.125 per share. As of April 5, 1999, there were approximately 140
shareholders of record of our common stock. However, we estimate that there were
approximately 2,470 beneficial holders of our common stock as of April 5, 1999.
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We have never declared or paid any cash dividends on our common stock and
we do not anticipate paying cash dividends in the foreseeable future. In
addition, our credit facility and, in some instances, our indenture governing
the 9 3/4% senior notes, prohibit us from paying dividends on our common stock.
We intend to retain any future earnings to fund the growth of our business.
DESCRIPTION OF CAPITAL STOCK
GENERAL
Packaged Ice is currently authorized to issue up to 50,000,000 shares of
common stock, par value $0.01 per share, and up to 5,000,000 shares of preferred
stock, par value $0.01 per share. The board of directors of Packaged Ice has
authorized the designation of 500,100 shares of preferred stock. As of April 5,
1999, the two classes of preferred stock were as follows:
o 500,000 shares as 10% exchangeable preferred stock, of which 272,890
shares are outstanding; and
o 100 shares as Series C Preferred Stock, of which 100 shares are
outstanding.
In addition, 393,700 shares and 1,000,000 shares of common stock have been
reserved for issuance upon the exercise of stock options under the 1994 and 1998
Stock Option Plans, respectively, and 2,979,423 shares have been reserved for
issuance upon the exercise of outstanding warrants.
COMMON STOCK
Holders of common stock are entitled to one vote per share on all matters
to be voted on by shareholders of Packaged Ice. In the event that our board of
directors declares dividends out of legally available funds, holders of common
stock are entitled to ratably receive such dividends, subject to the payment of
any preferential dividends with respect to any convertible preferred stock
outstanding at such time. In the event of our liquidation, dissolution or
winding up, holders of common stock are entitled to share ratably in any assets
available for distribution to such holders after payment of all our obligations,
subject to the payment of any preferential distributions with respect to any
preferred stock outstanding at such time. Holders of common stock do not have
preemptive rights or cumulative voting rights. The common stock has no
conversion rights or other subscription rights and there are no redemption or
sinking fund provisions applicable to the common stock.
SELLING SHAREHOLDERS
This prospectus may also be used for reoffers and resales by persons who
receive our common stock in acquisitions and who may be entitled to reoffer and
resell such shares under circumstances requiring the use of a prospectus.
However, no person will be authorized to use this prospectus for an offer of
such shares without first obtaining our consent. We may consent to the use of
this prospectus by such selling shareholders for a limited period of time and
subject to limitations and conditions, which may be varied by agreement between
us and such selling shareholders. A supplement to this prospectus will set forth
information identifying any such selling shareholders and disclosing the
information about such selling shareholders and the securities to be sold as may
then be required by the Securities Act and the rules of the SEC.
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LEGAL MATTERS
The validity of the common stock offered by this prospectus will be passed
upon for us by Akin, Gump, Strauss, Hauer & Feld, L.L.P.
EXPERTS
The consolidated financial statements incorporated in this prospectus by
reference from Packaged Ice, Inc.'s (the "Company") Annual Report on Form 10-K
for the year ended December 31, 1998 and the consolidated financial statements
of Reddy Ice Corporation incorporated in the prospectus by reference from the
Company's current report on Form 8-K/A dated May 12, 1998, have been audited by
Deloitte & Touche LLP, independent auditors, as stated in their reports, which
are incorporated herein by reference, and have been so incorporated in reliance
upon the reports of such firm given upon their authority as experts in
accounting and auditing.
The financial statements of Cassco Ice & Cold Storage, Inc. as of June 27,
1998 and June 28, 1997 and for the years then ended have been incorporated by
reference herein and in the registration statement in reliance upon the report
of KPMG LLP, independent certified public accountants, incorporated by reference
herein, and upon the authority of said firm as experts in accounting and
auditing.
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5,000,000 SHARES
PACKAGED ICE, INC.
COMMON STOCK
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PROSPECTUS
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April 27, 1999
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INVESTORS SHOULD RELY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS. NO
DEALER, SALESPERSON OR OTHER PERSON IS AUTHORIZED TO GIVE INFORMATION THAT IS
NOT CONTAINED IN THIS PROSPECTUS. THIS PROSPECTUS IS NOT AN OFFER TO SELL NOR IS
IT SEEKING AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER
TO SALE IS NOT PERMITTED. THE INFORMATION IN THIS PROSPECTUS IS CORRECT ONLY AS
OF THE DATE OF THIS PROSPECTUS, REGARDLESS OF THE TIME OF THE DELIVERY OF THIS
PROSPECTUS OR ANY SALE OF THESE SECURITIES.
