AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 28, 1999
REGISTRATION NO. 333-_____________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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PACKAGED ICE, INC.
(Exact name of Registrant as specified in its charter)
8572 KATY FREEWAY, SUITE 101
HOUSTON, TEXAS 77024
(713) 464-9384
(Address, including zip code, and telephone number, including area
code, of registrant's principal executive office)
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TEXAS 2097 76-0316492
<S> <C> <C>
(State or other jurisdiction of (Primary standard industrial (I.R.S. Employer
Incorporation or organization) classification code number) Identification No.)
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JAMES F. STUART
CHIEF EXECUTIVE OFFICER
8572 KATY FREEWAY, SUITE 101
HOUSTON, TEXAS 77024
(713) 464-9384
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
Copy to:
ALAN SCHOENBAUM
AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.
300 CONVENT STREET, SUITE 1500
SAN ANTONIO, TEXAS 78205
(210) 281-7234
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Approximate date of commencement of proposed sale to the public:
As soon as practicable after this Registration Statement becomes effective.
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If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box: [ ]
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, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box: [X]
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 the 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 delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: [ ]
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CALCULATION OF REGISTRATION FEE
==========================================================================================================
PROPOSED PROPOSED
MAXIMUM MAXIMUM
OFFERING AGGREGATE AMOUNT OF
AMOUNT TO BE PRICE OFFERING REGISTRATION
REGISTERED PER SHARE(1) PRICE(1) FEE(1)
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Common Stock, no par value ...... 931,328 shares $3.59 $3,343,468 $950.00
==========================================================================================================
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(1) Pursuant to Rule 457(c), the offering price and registration fee are
computed on the basis of the average of the high and low prices per share
of common stock, as reported by the Nasdaq National Market for the five
business days immediately prior to September 28, 1999.
--------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT 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, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
<PAGE>
Subject to completion dated September 28, 1999
PROSPECTUS
The information in this prospectus is not complete and may be changed. We
may not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
931,328 SHARES
PACKAGED ICE, INC.
COMMON STOCK
Our common stock is traded on the Nasdaq National Market under the symbol
"ICED." On September 27, 1999, the closing price of our common stock was $3.50
per share.
These shares of common stock are being sold by the security holders listed
under the heading "Selling Shareholders." The selling shareholders previously
received the shares from us in connection with our acquisition of businesses,
properties and/or assets or through a private offering of our securities. We
will not receive any of the proceeds from the sales of the shares by the selling
shareholders.
INVESTING IN OUR COMMON STOCK INVOLVES MANY RISKS. SEE "RISK FACTORS"
BEGINNING ON PAGE 3.
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Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
accuracy or adequacy of the prospectus. Any representation to the contrary is a
criminal offense.
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The date of this prospectus is _____, 1999.
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TABLE OF CONTENTS
PAGE
Where You Can Find More Information..........................................2
About Packaged Ice, Inc......................................................3
Risk Factors.................................................................3
Forward-Looking Statements...................................................7
Use of Proceeds..............................................................7
Selling Shareholders.........................................................7
Plan of Distribution.........................................................8
Legal Opinions...............................................................9
Experts......................................................................9
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 document we file with the SEC at its public reference rooms in Washington,
D.C., New York, and Chicago. Please call the SEC at 1-800-SEC-0330 for further
information in the public reference rooms. Our SEC filings are also available to
the public at the SEC's website at HTTP://WWW.SEC.GOV.
The SEC allows us to "incorporate by reference" into this document the
information we file with them. This means we may disclose important information
to you by referring you to these documents rather than repeating the information
in this prospectus. All information incorporated by reference is considered part
of this prospectus. Information filed with the SEC at a later date will
automatically update and supercede this information. We incorporate by reference
the documents listed below, as well as any future filings made with the SEC
under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934
until the selling shareholders sell all the shares.
o Annual Report on Form 10-K for the fiscal year ended December 31,
1998, amended on Form 10-K/A on April 30, 1999.
o Quarterly Report on Form 10-Q for the quarter ended March 31, 1999.
o Quarterly Report on Form 10-Q for the quarter ended June 30, 1999.
o Registration Statement on Form 8-A, filed with the SEC on September 1,
1998, which contains a description of the terms of Packaged Ice's
common stock, as well as any amendment or report filed later for the
purpose of updating that description.
You may obtain copies of these filings at no cost by written or oral
request at the following address:
Packaged Ice, Inc.
Attn: Investor Relations
8572 Katy Freeway, Suite 101
Houston, Texas 77024
Tel: (713) 464-9384
You should rely only on the information contained in this prospectus or
any supplement and in the documents incorporated by reference. We have not
authorized anyone else to provide you with different information. The selling
shareholders will not make an offer of these shares in any state where the offer
is not permitted. You should not assume that the information in this prospectus
or any supplement or in the documents incorporated by reference is accurate on
any date other than the date on the front of those documents.
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ABOUT PACKAGED ICE
We are the largest manufacturer and distributor of packaged ice in the
United States, and we currently serve over 74,000 customer locations in 27
states and the District of Columbia.
Two business segments comprise the majority of our operations: ice
products and non-ice operations. Within our ice products operations, we
manufacture and deliver traditional ice from a central point of production to
the point of sale, and we install Ice Factories, our proprietary machines that
produce, package, store and merchandise ice at the point of sale through an
automated, self-contained system. Our non-ice operations include refrigerated
warehousing, bottled water and the leasing of ice equipment.
As of September 15, 1999, we owned or operated 84 ice manufacturing
plants, two manufacturing facilities for non-ice production (such as bottled
water and leasing of ice equipment), 40 distribution centers and ten
refrigerated warehouses. In addition, we have an installed base of 2,162 Ice
Factories.
Our principal executive offices are located at 8572 Katy Freeway, Suite
101, Houston, Texas 77024, and telephone number is (713) 464-9384.
RISK FACTORS
YOU SHOULD CAREFULLY CONSIDER THE RISKS DESCRIBED BELOW AND THE OTHER
INFORMATION CONTAINED IN THIS PROSPECTUS BEFORE DECIDING TO INVEST IN OUR COMMON
STOCK.
WE HAVE SIGNIFICANT DEBT AND MAY NOT BE ABLE TO MEET OUR DEBT OBLIGATIONS.
We have financed much of our acquisition activities through the incurrence
of debt, and consequently, we have substantial debt service requirements. At
June 30, 1999, our long-term total indebtedness was approximately $321.9
million. Our high level of debt could have important consequences to Packaged
Ice. Important factors to consider are:
o A substantial portion of our cash flow must be dedicated to paying
interest and principal. This reduces the level of cash flow available
to fund planned capital expenditures, acquisitions and working
capital. If we are unable to generate enough cash flow to make debt
service payments, we may be required to (a) seek additional debt or
equity financing, (b) refinance or restructure all or a portion of our
debt, (c) sell selected assets or (d) reduce or delay planned capital
expenditures. There can be no assurance that we could accomplish any
of these measures.
o The indenture that governs the 9 3/4% senior notes and the credit
agreement for our revolving credit facility require us to meet
financial tests. Additionally, there are other restrictions that limit
our ability to pay dividends, borrow additional funds or to dispose of
assets. These covenants and restrictions may affect our flexibility in
planning for and reacting to changes in our business, including
possible acquisition activities.
o Our high level of debt increases our risk of having a material adverse
effect on our financial condition due to unfavorable changes in
general economic, industry and competitive conditions.
ACQUISITIONS MAY ADVERSELY AFFECT OUR PERFORMANCE.
Our growth strategy, which includes acquiring other companies and product
lines, exposes Packaged Ice to risks outside the ordinary course of business.
After an acquisition, we must devote significant management resources
integrating the newly acquired company or assets, which could adversely effect
our existing business. We also could have lower income and cash flow in the
short term while the newly acquired company or assets are being integrated into
Packaged Ice, particularly if the acquisition occurs during the fall and winter
seasons when sales activities are low. In addition, if the integration of the
new company or assets does not work as expected, we could be adversely
3
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affected over the longer term. Further, if we acquire an operating business, we
may incorrectly value the business, or we may be subject to liabilities that
were not discovered in the investigation before the acquisition.
THE ICE BUSINESS IS SEASONAL.
We experience seasonal fluctuations in our sales and profitability with a
disproportionate amount of our sales and a majority of our net income typically
realized in the second and third calendar quarters when the weather is generally
warmer. As a result of these seasonal revenue declines and the lack of a
corresponding decrease in expense during the first and fourth quarters, we will
experience lower profit margins and possibly experience losses during these
periods. In addition, because our operating results depend significantly on
sales during the second and third calendar quarters, our results of operations
during these periods may fluctuate significantly if the weather is unusually
cool or rainy.
OUR FUTURE GROWTH IS LARGELY DEPENDENT ON OUR ABILITY TO CONTINUE TO ACQUIRE
OTHER COMPANIES.
Continued expansion of Packaged Ice's business is dependent upon Packaged
Ice's ability to acquire other companies, assets and product lines that either
complement or expand our existing business. There can be no assurance that we
will be able to continue to identify additional suitable acquisition
opportunities or successfully complete acquisitions in the future.
THE MARKET VALUE OF OUR COMMON STOCK COULD BE ADVERSELY AFFECTED IF WE CONTINUE
TO REPORT SUBSTANTIAL NET OPERATING LOSSES.
Since Packaged Ice was formed in 1990, we have reported substantial net
operating losses. This has been due primarily to the following:
o increased interest expense associated primarily with our 9 3/4% senior
notes and debt under our revolving credit facility, which we have
incurred to finance our acquisition program; and
o substantial depreciation and amortization associated with (a) the
amortization of goodwill and other intangible assets associated with
our acquisitions and (b) depreciation of capital expenditures.
As of June 30, 1999, we had an accumulated deficit of $43.5 million. We intend
to continue an aggressive acquisition strategy. If we continue to use a high
proportion of cash or debt to finance acquisitions, it is likely that we will
continue to report substantial increases in interest expense and in depreciation
and amortization, and there can be no assurance we will be profitable in the
future. The market price of our common stock may fluctuate widely, depending on
many factors, including:
o the perceived prospects of Packaged Ice and the ice industry;
o differences between our actual financial and operating results and
those expected by investors and analysts;
o changes in analysts' recommendations or projections;
o general economic or market conditions; and
o broad market fluctuations.
OUR SHARE PRICE MAY DECLINE DUE TO SHARES ELIGIBLE FOR FUTURE SALE.
Our share price may decline because of shares eligible for future sale.
The sales of a substantial number of shares of our common stock in the open
market, or the perception that these sales may occur, could adversely affect the
price of our common stock and impede our ability to raise capital by issuing
more equity securities. A significant number of shares of our common stock were
issued pursuant to exemptions from registration available
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under the Securities Act in connection with acquisitions or private offerings.
Although those shares of common stock are subject to restrictions on resale, as
the restrictions lapse or if such shares are registered for sale to the public,
those shares of common stock may be sold into the public market. If the holders
of those shares were to sell their shares, it could adversely affect the trading
price of our common stock. In addition, a total of 3,057,924 shares of common
stock have been reserved for issuance upon the exercise of outstanding warrants
at exercise prices of $0.01 per share to $15.00 per share (and a weighted
average exercise price of $9.90 per share).
THE ICE BUSINESS IS HIGHLY COMPETITIVE.
Packaged Ice's business is highly competitive. We face many competitors in
the areas in which we operate, including other ice manufacturers, convenience
and grocery retailers that operate captive commercial ice plants and retailers
that manufacture and package ice at store locations. Competition exists
primarily on a regional basis, with service, price and quality being the
principal competitive factors. Two competitive factors that could have a
material adverse effect on Packaged Ice's operations are:
o a significant increase in on-site manufacturing and packaging of ice
by operators of large retail chains we serve; and
o the successful roll out by a competitor of a machine that duplicates
the function of our Ice Factory, a proprietary, self-contained system
that produces, bags and stores ice at the point of sale.
CHANGES IN THE PRICE OF CERTAIN RAW MATERIALS COULD HAVE AN ADVERSE EFFECT ON
OUR BUSINESS.
We use large quantities of water and energy when manufacturing and storing
company products. If the prices for these resources should increase, we could
experience sudden and significant increases in our costs that we may be unable
to pass along to our customers. We also use large quantities of plastic bags. In
the past, prices for plastic bags have fluctuated in response to a number of
factors, including changes in polyethylene prices. We have not attempted to pass
through changes in the price of plastic bags; therefore, a large, abrupt change
in the price of plastic bags could have a material adverse effect on Packaged
Ice's operating margins. There can be no assurance that significant changes in
plastic bag, water, electricity, fuel or other commodity prices would not have a
material adverse effect on our business, results of operations and our ability
to service debt.
WE DEPEND ON A SINGLE MANUFACTURER FOR THE PROPRIETARY BAGGING DEVICE USED IN
THE ICE FACTORY.
Our proprietary bagging device used in the Ice Factory is manufactured by
Lancer Corporation under an exclusive original equipment manufacturing
agreement. This device is highly technical in nature, and there can be no
assurance that we would quickly locate, or ever locate, alternative sources of
supply for the bagging device if Lancer was unable to meet our obligations.
ACQUISITIONS CAN RESULT IN THE RECORDING OF GOODWILL AND OTHER INTANGIBLE ASSETS
AND MAY HAVE A NEGATIVE IMPACT ON OUR RESULTS OF OPERATIONS.
Acquisitions often result in the recording of goodwill and other
intangible assets. As of June 30, 1999, goodwill and other intangible assets
represented 51.6% of total assets and exceeded shareholders' equity by $164.9
million. Generally accepted accounting principles requires that goodwill and
other intangible assets be amortized over the period benefited. Management has
determined that for the majority of these assets this period is to be no less
than 40 years. If, however, we were required to amortize goodwill and other
intangibles over a shorter period of time, current earnings would be reduced.
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DEPENDENCE ON KEY PERSONNEL.
The future success of our business is dependent in part on the efforts and
skills of certain key members of management, including (a) James F. Stuart,
Chairman of the Board and Chief Executive Officer, (b) A.J. Lewis III, President
and (c) Jimmy C. Weaver, Executive Vice President and Chief Operating Officer.
The loss of any of our key members of management could have an adverse effect on
Packaged Ice. Packaged Ice has entered into employment agreements with Messrs.
Stuart, Lewis and Weaver.
WE MAY BE REQUIRED TO DEVOTE SUBSTANTIAL RESOURCES TO COMPLY WITH ENVIRONMENTAL
LAWS AND REGULATIONS.
Our ice manufacturing and ice storage operations are subject to federal,
state and local environmental laws and regulations. As a result, we have the
potential to be involved in administrative or legal proceedings relating to
environmental matters. There can be no assurance that the amount of any
environmental liabilities that might be asserted against us in a proceeding will
not be material. We cannot predict (a) the types of environmental laws or
regulations that might be enacted in the future, (b) how existing or future laws
or regulations will be interpreted or enforced or (c) what types of
environmental conditions may be found to exist at any of our facilities. If
regulatory agencies enact more stringent laws or regulations or interpret
existing laws and regulations more strictly, it may require us to make
additional expenditures to comply, some of which could be material.
WE MAY NOT HAVE THE ABILITY TO REPURCHASE THE 9 3/4% SENIOR NOTES IN THE EVENT
OF A CHANGE OF CONTROL.
The majority of our debt consists of $270 million of 9 3/4% senior notes.
If there is a change of control of Packaged Ice, the holders of the 9 3/4%
senior notes have the right to require us to purchase the outstanding 9 3/4%
senior notes at 101% of the principal amount plus any accrued and unpaid
interest. We may not have the ability to raise the funds necessary to finance
the repurchase of the 9 3/4% senior notes if the holders require their purchase.
If we were required to repurchase the 9 3/4% senior notes, their purchase could
also result in a default under our other debt agreements, including our
revolving credit facility.
ACCIDENTS INVOLVING OUR PRODUCTS AND EQUIPMENT COULD EXPOSE US TO LITIGATION.
We are subject to the inherent business risk of product liability claims
and adverse publicity if a consumer is allegedly harmed by using our products or
equipment. If someone gets hurt using our products or equipment, we could lose
revenues, face higher costs or be sued. Litigation arising from such an
occurrence could result in Packaged Ice being named as a defendant in lawsuits
asserting large claims. We currently carry product liability insurance that we
believe is adequate to cover our losses in these situations. However, this
insurance may be insufficient to pay for all or a large part of these losses. If
our insurance did not pay for these losses, our income would fall. In addition,
we may not be able to maintain our insurance if insurance rates or insurance
industry policies change.
WE HAVE LIMITED PATENT PROTECTION.
Other than patents that we own or licenses we have on the bagging device
in the Ice Factory, we currently do not have patents on our products. We believe
the patents on the bagging device are important to the Ice Factory as a whole,
but there can be no assurance that any issued patent will provide us with a
meaningful competitive advantage. It also is our practice to protect certain of
our proprietary materials and processes by relying on trade secret laws and
non-disclosure and confidentiality agreements. There can be no assurance that
confidentiality or trade secrets will be maintained or that others will not
independently develop or obtain access to such materials or processes. It is
possible that other companies may obtain patents necessary for, or useful to,
the development of Packaged Ice's products. In that event, we may be required to
obtain licenses for patents or proprietary technology to develop, manufacture or
market products from those companies. There can be no assurance that we would be
able to obtain these licenses on commercially reasonable terms, if at all.
PACKAGED ICE IS EXPOSED TO MARKET RISK.
Market risk generally represents the risk that losses may occur in the
value of financial instruments as a result of movements in interest rates,
foreign currency exchange rates and commodity prices. Packaged Ice is
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exposed to some market risk due to the floating interest rate under its
revolving credit facility. Under the revolving credit facility, the principal
balance under the working capital loan is due in March 2003. The amounts under
the acquisition loan will be due beginning in June 2000 in 12 equal quarterly
installments. As of June 30, 1999, the revolving credit facility had a principal
balance of $55.2 million at an average floating interest rate of 8.75% per
annum. A 1.0% increase in interest rates could result in a $0.6 million annual
increase in interest expense on the existing principal balance. Management has
determined that it is not necessary to participate in interest rate-related
derivative financial instruments because it currently does not expect
significant short-term increases in interest rates charged under the revolving
credit facility.
FORWARD-LOOKING STATEMENTS
This prospectus and the documents incorporated by reference into this
prospectus contain certain forward-looking statements, within the meaning of
federal securities laws. Words such as "believes," "anticipates," "expects" and
similar expressions are intended to identify such forward-looking statements. 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. Such risks and uncertainties include those noted in
"Risk Factors" above and in the documents incorporated by reference.
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.
USE OF PROCEEDS
All net proceeds from the sale of the shares of common stock will go to
the shareholders who offer and sell their shares. We will not receive any
proceeds from the sale by the selling shareholders of the shares of common stock
covered by this prospectus.
SELLING SHAREHOLDERS
The following table lists the names of the selling shareholders, the
number of shares of common stock beneficially owned by each selling shareholder
on September 15, 1999, the number of shares which may be offered for sale by
this prospectus, the number of shares of common stock to be owned by each
selling shareholder upon completion of the offering, and the percentage of total
shares of common stock to be owned by each selling shareholder upon completion
of the offering. Each selling shareholder provided to us the information
regarding his or her share ownership. Because the selling shareholders may offer
all, some or none of their common stock, we can not provide a definitive
estimate as to the number of shares that will be held by the selling
shareholders after the offering. To our knowledge, none of the selling
shareholders has had any material relationship with Packaged Ice except as set
forth in the footnotes to the following table.
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SHARES OWNED
SHARES AFTER THE OFFERING(1)
BENEFICIALLY --------------------------------
OWNED PRIOR SHARES BEING PERCENT OF
SELLING SHAREHOLDER TO OFFERING OFFERED NUMBER OUTSTANDING
---------------------- --------------- --------------- ------------ ----------------
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Gary Fisher (2) ............................... 38,298 38,298 0 0
Don Farmer (3) ................................ 24,490 24,490 0 0
Pete Farmer (4) ............................... 179,592 179,592 0 0
Randy Penwell (5) ............................. 15,856 15,856 0 0
Silver Brands Partners, L.P. (6) .............. 673,092 673,092 0 0
------- ------- ------- -------
TOTAL ...................................... 931,328 931,328 0 0%
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(1) Assumes all of the shares covered by this prospectus are sold.
(2) On April 15, 1999, Mr. Fisher received 38,298 shares of common stock as
consideration for the acquisition of Space Ice Co. This prospectus covers
the resale of those shares of common stock.
(3) On April 30, 1999, Mr. Farmer received 24,490 shares of common stock as
consideration for the acquisition of Red River Ice. This prospectus covers
the resale of those shares of common stock.
(4) On April 30, 1999, Mr. Farmer received 179,592 shares of common stock as
consideration for the acquisition of Farmer's Ice Co. This prospectus
covers the resale of those shares of common stock.
(5) On May 28, 1999, Mr. Penwell received 15,856 shares of common stock as
consideration for the acquisition of Superior Ice Co., Inc. This prospectus
covers the resale of those shares of common stock.
(6) Includes 100,000 shares of common stock issuable upon exercise of
outstanding warrants. Silver Brands Partners, L.P. was formerly known as SV
Partners, L.P. Rod J. Sands is a director of Packaged Ice and is a Managing
Director and limited partner of Silver Brands Partners, L.P.
PLAN OF DISTRIBUTION
The selling shareholders, or pledgees, donees or transferees of, or other
successors in interest to, the selling shareholders, may offer their shares of
common stock from time to time directly to one or more purchasers (including
pledgees) or through brokers, dealers or underwriters who may act solely as
agents or may acquire shares of common stock as principals, at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices, at negotiated prices, or at fixed prices, which may be changed. The
distribution of the shares of common stock may be effected by one or more of the
following methods:
o ordinary brokers' transactions, which may include long or short sales;
o transactions involving cross or block trades or otherwise on any
national securities exchange or quotation service on which the common
stock may be listed or quoted at the time of sale, in the
over-the-counter market or in any other market for the common stock;
o purchases by brokers, dealers or underwriters as principals and resale
by such purchasers for their own accounts pursuant to this prospectus;
o "at the market" to or through market makers or into an existing market
for the common stock;
o in other ways not involving market makers or established trading
markets, including direct sales to purchasers or sales effected
through agents;
o through transactions in options, swaps or other derivatives (whether
exchange-listed or otherwise); or
o any combination of the foregoing, or by any other legally available
means.
In addition, the selling shareholders or their successors in interest may
enter into hedging transactions with broker-dealers who may engage in short
sales of common stock in the course of hedging the positions they assume with
the selling shareholders. The selling shareholders or their successors in
interest may also enter into option or other transactions with broker-dealers
that require the delivery to such broker-dealers of the shares of common stock,
which shares may be resold thereafter pursuant to this prospectus. Shares of
common stock to be sold hereunder may be issued upon exercise of warrants in
accordance with their respective terms, or in other transactions with us
involving warrants, including, without limitation, issuance of shares of common
stock in exchange for warrants and issuance of shares of common stock pursuant
to modification of the terms of the warrants, or in settlement of claims with
respect to rights of holders of warrants.
Brokers, dealers, underwriters or agents participating in the distribution
of the shares of common stock as agent may receive compensation in the form of
discounts, concessions or commissions from the selling shareholders (and, if
they act as agent for the purchaser of such shares of common stock, from such
purchaser). Such discounts, concessions or commissions as to a particular
broker, dealer, underwriter or agent might be greater or less than those
customary in the type of transaction involved.
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The selling shareholders and any brokers, dealers, underwriters or agents
that participate in the distribution of the shares of common stock may be deemed
to be "underwriters" within the meaning of the Securities Act, and any
discounts, commissions or concessions received by any such persons might be
deemed to be underwriting discounts and commissions under the Securities Act.
Neither we nor the selling shareholders can presently estimate the amount of
such compensation. We know of no existing arrangements between any selling
shareholder and any other shareholder, broker, dealer, underwriter or agent
relating to the sale or distribution of the shares of common stock.
Any underwriter may engage in stabilizing transactions in accordance with
Rule 104 under the Exchange Act. Rule 104 permits stabilizing bids to purchase
the underlying security so long as the stabilizing bids do not exceed a
specified maximum. The underwriters may over-allot shares of the common stock in
connection with an offering of the common stock, thereby creating a short
position in the underwriters' account. These transactions, if commenced, may be
discontinued at any time.
To the extent required, we will file, during any period in which offers or
sales are being made, a supplement to this prospectus which sets forth, with
respect to a particular offering, the specific number of shares of common stock
to be sold, the name of the selling shareholder, the sales price, the name of
any participating broker, dealer, underwriter or agent, any applicable
commission or discount and any other material information with respect to the
plan of distribution not previously disclosed.
We will not receive any of the proceeds from the sale of the shares of
common stock offered hereby. We will pay substantially all of the expenses
incident to this offering of the shares of common stock by the selling
shareholders to the public other than commissions and discounts of brokers,
dealers, underwriters or agents. We have agreed to indemnify the selling
shareholders and certain related persons against certain liabilities, including
certain liabilities under the Securities Act.
In order to comply with certain states' securities laws, if applicable,
the shares of common stock will be sold in such jurisdictions only through
registered or licensed brokers or dealers. In addition, in certain states the
common stock may not be sold unless the common stock has been registered or
qualified for sale in such state or an exemption from registration or
qualification is available and is satisfied.
LEGAL OPINIONS
Our outside law firm, Akin, Gump, Strauss, Hauer, & Feld, L.L.P., has
issued a legal opinion regarding the validity of the issuance of the common
stock being offered by this prospectus.
EXPERTS
The consolidated financial statements incorporated in this prospectus by
reference from our Annual Report on Form 10-K for the year ended December 31,
1998, have been audited by Deloitte & Touche LLP, independent auditors, as
stated in their report, which is incorporated herein by reference, and have been
so incorporated in reliance upon the report of such firm given upon their
authority as experts in accounting and auditing.
9
<PAGE>
================================================================================
931,328 SHARES
PACKAGED ICE, INC.
COMMON STOCK
____________________
PROSPECTUS
____________________
__________, 1999
================================================================================
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.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The expenses (other than underwriting discounts and commissions) in
connection with the issuance and distribution of the common stock registered
hereby are as follows:
SEC registration fee ......................................... $ 950
Nasdaq Listing of Additional Shares filing fee ............... 0
Legal fees and expenses ...................................... 25,000 *
Accounting fees and expenses ................................. 5,000 *
Miscellaneous ................................................ 5,000 *
Total ........................................................ $ 35,950 *
=========
- ---------------
* Estimated.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Packaged Ice is empowered by Art. 2.02-1 of the Texas Business Corporation
Act, subject to the procedures and limitations stated therein, to indemnify any
person who was, is or is threatened to be made a named defendant or respondent
in a proceeding because the person is or was a director or officer against
judgments, penalties (including excise and similar taxes), fines, settlements
and reasonable expenses (including court costs and attorneys' fees) actually
incurred by the person in connection with the proceeding. Packaged Ice is
required by Art. 2.02-1 to indemnify a director or officer against reasonable
expenses (including court costs and attorneys' fees) incurred by him in
connection with a proceeding in which he is a named defendant or respondent
because he is or was a director or officer if he has been wholly successful, on
the merits or otherwise, in the defense of the proceeding. The statute provides
that indemnification pursuant to its provisions is not exclusive of other rights
of indemnification to which a person may be entitled under any bylaw, agreement,
vote of shareholders or disinterested directors, or otherwise. The bylaws of
Packaged Ice provide for indemnification by Packaged Ice of its directors and
officers to the fullest extent permitted by the Texas Business Corporation Act.
In addition, Packaged Ice has, pursuant to Article 1302-7.06 of the Texas
Miscellaneous Corporation Laws Act, provided in its articles of incorporation
that, to the fullest extent permitted by applicable law, a director of Packaged
Ice shall not be liable to Packaged Ice or its shareholders for monetary damages
for an act or omission in a director's capacity as director of Packaged Ice.
We have obtained an insurance policy that provides for indemnification of
officers and directors of Packaged Ice and certain other persons against
liabilities and expenses incurred by any of them in certain stated proceedings
and under certain stated conditions. Packaged Ice has entered into
indemnification agreements with each of its directors and certain of its
executive officers. The indemnification agreements provide that Packaged Ice
shall indemnify these individuals against certain liabilities (including
settlements) and expenses actually and reasonably incurred by them in connection
with any threatened or pending legal action, proceeding or investigation (other
than actions brought by or in the right of Packaged Ice) to which any of them
is, or is threatened to be, made a party by reason of their status as a
director, officer or agent of Packaged Ice; provided that, with respect to a
civil, administrative or investigative (other than criminal) action, such
individual acted in good faith and in a manner he or she reasonably believed to
be in, or not opposed to, the best interests of Packaged Ice, and with respect
to any criminal proceedings, he or she had no reasonable cause to believe his or
her conduct was unlawful. With respect to any action brought by or in the right
of Packaged Ice, such individuals may be indemnified, to the extent not
prohibited by applicable laws or as determined by a court of competent
jurisdiction, against expenses actually and reasonably incurred by them in
connection with such action if they acted in good faith and in a manner they
II-1
<PAGE>
reasonably believed to be in, or not opposed to, the best interests of Packaged
Ice. The agreements also require indemnification of such individuals for all
reasonable expenses incurred in connection with the successful defense of any
action or claim and provide for partial indemnification in the case of any
partially successful defense.
ITEM 16. EXHIBITS
4.1 Certificate of Designation of Series C Preferred Stock. (Exhibit
4.1)(4)
4.2 Amended and Restated Certificate of Designation of 10% Exchangeable
Preferred Stock. (Exhibit 4.12)(5)
4.3 Indenture by and among Packaged Ice, as Issuer, the Subsidiary
Guarantors and U.S. Trust Company of Texas, N.A. as Trustee dated as of
January 28, 1998, Amended and Restated as of April 30, 1998. (Exhibit
4.1)(5)
4.4 Registration Rights Agreement dated April 30, 1998 by and among
Packaged Ice, Ares and Silver Brands Partners, L.P. (formerly SV).
(Exhibit 4.8)(5)
4.5 Common Stock Purchase Warrant, dated July 17, 1997, executed by
Packaged Ice for the benefit of Silver Brands. (Exhibit 10.39)(2)
4.6 Registration Rights Agreement by and between Packaged Ice and Ares,
dated February 3, 1999. (Exhibit 4.6)(6)
4.7 Registration Rights Agreement by and between Packaged Ice and Silver
Brands, dated February 3, 1999. (Exhibit 4.7)(6)
4.8 Registration Rights Agreement by and among Packaged Ice, and Dale
Johnson, Alan Bernstein and Robert Miller, dated as of April 17, 1997.
(Exhibit 10.9)(1)
4.9 Warrant Agreement among Packaged Ice and U.S. Trust Company of Texas,
N.A. , a national banking association, as Warrant Agent, dated as of
April 17, 1997. (Exhibit 10.12)(1)
4.10 Registration Rights Agreement, dated as of July 17, 1997, by and
between Packaged Ice and Silver Brands. (Exhibit 10.41)(2)
4.11 Warrant Agreement among Packaged Ice and U.S. Trust Company of Texas,
N.A., a national banking association, as Warrant Agent, dated as of
October 16, 1997. (Exhibit 10.7)(3)
4.12 Common Stock Purchase Warrant Agreement issued by Packaged Ice and
issued to Culligan Water Technologies, Inc., dated December 2, 1997.
(Exhibit 10.3)(4)
4.13 Registration Rights Agreement by and among Packaged Ice, Culligan Water
Technologies, Inc. and Erica Jesselson. (Exhibit 10.5)(4)
4.14 Registration Rights Agreement by and among Packaged Ice, A.J. Lewis III
and Liza B. Lewis, dated as of April 17, 1997 (Exhibit 10.5)(1)
5.1+ Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P.
23.1+ Consent of Deloitte & Touche LLP.
23.2+ Consent of Akin, Gump, Strauss, Hauer & Feld, L.L.P. (included in
Exhibit 5.1).
24.1+ Power of Attorney (included on Signature Page).
II-2
<PAGE>
- ---------------
+ Filed herewith.
(1) Filed as an Exhibit to Packaged Ice's Registration Statement on Form S-4
(File No. 333-29357), filed with the Commission on June 16, 1997.
(2) Filed as an Exhibit to the Amendment No. 1 to Packaged Ice's
Registration on Statement on Form S-4 (No. 333-29357), filed with the
Commission on July 29, 1997.
(3) Filed as an Exhibit to Packaged Ice's third Quarter Disclosure on Form
10-Q filed with the Commission on November 14, 1997.
(4) Filed as an Exhibit to Form 8-K filed on behalf of Packaged Ice with the
Commission on December 15, 1997.
(5) Filed as an Exhibit to Form 8-K/A filed on behalf of Packaged Ice with the
Commission on May 12, 1998.
(6) Filed as an Exhibit to the Annual Report on Form 10-K filed on behalf of
Packaged Ice with the Commission on March 26, 1999.
ITEM 17. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration
Statement;
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration
Statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the Registration Statement.
Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the
total dollar value of securities offered would not
exceed that which was registered) and any deviation
from the low or high end of the estimated maximum
offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20 percent change
in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the
effective Registration Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
Registration Statement, or any material change to such
information in the Registration Statement; provided,
however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a
post-effective amendment by those paragraphs is
contained in periodic reports filed by the Registrant
pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by
reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement
II-3
<PAGE>
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.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual
report pursuant to section13(a) or section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by
reference in the registration statement shall be deemed to be
anew 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.
(5) That prior to any public reoffering of the securities
registered hereunder through use of a prospectus which is a
part of this registration statement, by any person or party
who is deemed to be an underwriter within the meaning of Rule
145(c), the issuer undertakes that such reoffering prospectus
will contain the information called for by the applicable
registration form with respect to reofferings by persons who
may be deemed underwriters, in addition to the information
called for by the other items of the applicable form.
(6) That every prospectus: (i) that is filed pursuant to paragraph
(5) immediately preceding, or (ii) that purports to meet the
requirements of section10(a)(3) of the Act and is used in
connection with an offering of securities subject to Rule 415,
will be filed as a part of an amendment to the registration
statement and will not be used until such amendment is
effective, and that, for purposes of determining any liability
under the Securities Act of 1933, each such post-effective
amendment 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.
(7) To respond to requests for information that is incorporated by
reference into the prospectus pursuant to Items 4, 10(b), 11,
or 13 of this Form, within one business day of receipt of such
request, and to send the incorporated documents by first class
mail or other equally prompt means. This includes information
contained in documents filed subsequent to the effective date
of the registration statement through the date of responding
to the request.
(8) To supply by means of a post-effective amendment all required
information concerning a transaction, and Packaged Ice being
acquired involved therein, that was not the subject of and
included in the registration statement when it became
effective.
(9) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such
liabilities (other than the payment by the registrant of
expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense
of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the registrant 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 Act and will be
governed by the final adjudication of such issue.
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-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, State of Texas, on September 28, 1999.
PACKAGED ICE, INC.
By: /s/ JAMES F. STUART
James F. Stuart
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors and
officers of PACKAGED ICE, Inc., hereby constitute and appoint James F. Stuart
and James C. Hazlewood, and each of them, his true and lawful attorneys-in-fact
and agents with full power of substitution and resubstitution, for him and his
name place and stead, in any and all capacities, to execute any and all
amendments (including post-effective amendments) to this Registration Statement,
and any and all Registration Statements filed pursuant to Rule 462 or Rule 429
under the Securities Act of 1933, as amended, and to file the same with all
exhibits thereto, and all documents in connection therewith, with the Securities
and Exchange Commission, granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully and
to all intents and purposes as he might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents or any of them, or
their or his substitute or substitutes may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on the 27th day of September, 1999.
/s/ JAMES F. STUART /s/ ROBERT G. MILLER
James F. Stuart Robert G. Miller
Chief Executive Officer and Director
Chairman of the Board of Directors
/s/ A.J. LEWIS, III /s/ ROD J. SANDS
A.J. Lewis, III Rod J. Sands
President and Secretary Director
/s/ JAMES C. HAZLEWOOD /s/ STEVEN P. ROSENBERG
James C. Hazlewood Steven P. Rosenberg
Chief Financial Officer Director
/s/ RICHARD A. COONROD /s/ ARTHUR E. BIGGS
Richard A. Coonrod Arthur E. Biggs
Director Director
/s/ DAVID J. LOSITO
David J. Losito
Director
<PAGE>
EXHIBIT INDEX
EXHIBIT NO.
4.1 Certificate of Designation of Series C Preferred Stock. (Exhibit
4.1)(4)
4.2 Amended and Restated Certificate of Designation of 10% Exchangeable
Preferred Stock. (Exhibit 4.12)(5)
4.3 Indenture by and among Packaged Ice, as Issuer, the Subsidiary
Guarantors and U.S. Trust Company of Texas, N.A. as Trustee dated as of
January 28, 1998, Amended and Restated as of April 30, 1998. (Exhibit
4.1)(5)
4.4 Registration Rights Agreement dated April 30, 1998 by and among
Packaged Ice, Ares and Silver Brands Partners, L.P. (formerly SV).
(Exhibit 4.8)(5)
4.5 Common Stock Purchase Warrant, dated July 17, 1997, executed by
Packaged Ice for the benefit of Silver Brands. (Exhibit 10.39)(2)
4.6 Registration Rights Agreement by and between Packaged Ice and Ares,
dated February 3, 1999. (Exhibit 4.6)(6)
4.7 Registration Rights Agreement by and between Packaged Ice and Silver
Brands, dated February 3, 1999. (Exhibit 4.7)(6)
4.8 Registration Rights Agreement by and among Packaged Ice, and Dale
Johnson, Alan Bernstein and Robert Miller, dated as of April 17, 1997.
(Exhibit 10.9)(1)
4.9 Warrant Agreement among Packaged Ice and U.S. Trust Company of Texas,
N.A. , a national banking association, as Warrant Agent, dated as of
April 17, 1997. (Exhibit 10.12)(1)
4.10 Registration Rights Agreement, dated as of July 17, 1997, by and
between Packaged Ice and Silver Brands. (Exhibit 10.41)(2)
4.11 Warrant Agreement among Packaged Ice and U.S. Trust Company of Texas,
N.A., a national banking association, as Warrant Agent, dated as of
October 16, 1997. (Exhibit 10.7)(3)
4.12 Common Stock Purchase Warrant Agreement issued by Packaged Ice and
issued to Culligan Water Technologies, Inc., dated December 2, 1997.
(Exhibit 10.3)(4)
4.15 Registration Rights Agreement by and among Packaged Ice, Culligan Water
Technologies, Inc. and Erica Jesselson. (Exhibit 10.5)(4)
4.16 Registration Rights Agreement by and among Packaged Ice, A.J. Lewis III
and Liza B. Lewis, dated as of April 17, 1997 (Exhibit 10.5)(1)
5.1+ Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P.
23.1+ Consent of Deloitte & Touche LLP.
23.2+ Consent of Akin, Gump, Strauss, Hauer & Feld, L.L.P. (included in
Exhibit 5.1).
24.1+ Power of Attorney (included on Signature Page).
- ----------------
+ Filed herewith.
<PAGE>
(1) Filed as an Exhibit to Packaged Ice's Registration Statement on Form S-4
(File No. 333-29357), filed with the Commission on June 16, 1997.
(2) Filed as an Exhibit to the Amendment No. 1 to Packaged Ice's
Registration on Statement on Form S-4 (No. 333-29357), filed with the
Commission on July 29, 1997.
(3) Filed as an Exhibit to Packaged Ice's third Quarter Disclosure on Form
10-Q filed with the Commission on November 14, 1997.
(4) Filed as an Exhibit to Form 8-K filed on behalf of Packaged Ice with the
Commission on December 15, 1997.
(5) Filed as an Exhibit to Form 8-K/A filed on behalf of Packaged Ice with the
Commission on May 12, 1998.
(6) Filed as an Exhibit to the Annual Report on Form 10-K filed on behalf of
Packaged Ice with the Commission on March 26, 1999.
EXHIBIT 5.1
AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.
300 CONVENT STREET, SUITE 1500
SAN ANTONIO, TEXAS 78205
(210) 281-7000
September 28, 1999
Packaged Ice, Inc.
8572 Katy Freeway, Suite 101
Houston, Texas 77024
Gentlemen:
We have acted as counsel to Packaged Ice, Inc., a Texas corporation (the
"Company"), in connection with the registration by Packaged Ice under the
Securities Act of 1933, as amended (the "Act"), pursuant to Packaged Ice's
registration statement on Form S-3 (the "Registration Statement"), covering the
sale from time to time by the selling shareholders named in the Registration
Statement (the "Selling Shareholders") of an aggregate of up to 931,328 shares
of Packaged Ice's Common Stock (the "Common Stock"), consisting of 831,328
outstanding shares of Common Stock (the "Shares").
We have, as counsel, examined such corporate records, certificates and
other documents and reviewed such questions of law as we have deemed necessary,
relevant or appropriate to enable us to render the opinion expressed below. In
rendering such opinion, we have assumed the legal capacity of all natural
persons, the genuineness of all signatures and the authenticity of all documents
examined by us. As to various questions of fact material to such opinion, we
have relied upon representations of Packaged Ice.
Based on the foregoing, and subject to the qualifications stated herein,
we are of the opinion that the Shares have been duly and validly authorized and
are validly issued, fully paid and non-assessable.
The opinions expressed herein are limited to the corporate laws of the
state of Texas and we express no opinion as to the effect on the matters covered
by this letter of any other laws.
We consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference to our firm under the caption "Legal Matters" in
the Prospectus that is a part of the Registration Statement.
This opinion is to be used only in connection with the issuance of the
Common Stock while the Registration Statement is in effect.
Very truly yours,
AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Packaged Ice, Inc. and subsidiaries (the "Company") on Form S-3 of our report
dated March 19, 1999, appearing in the Annual Report on Form 10-K of the Company
for the year ended December 31, 1998 and to the reference to us under the
heading "Experts" in the Prospectus, which is part of this Registration
Statement.
DELOITTE & TOUCHE LLP
Houston, Texas
September 27, 1999
