1
EXHIBIT 99.1
LETTER OF TRANSMITTAL
PACKAGED ICE, INC.
OFFER TO EXCHANGE ITS
13% EXCHANGEABLE PREFERRED STOCK, SERIES B, PAR VALUE $0.01 PER SHARE
FOR ANY AND ALL OF ITS
13% EXCHANGEABLE PREFERRED STOCK, SERIES A, PAR
VALUE $0.01 PER SHARE PURSUANT TO THE
PROSPECTUS, DATED JULY 3, 1998.
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THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME,
ON AUGUST 12, 1998, UNLESS EXTENDED (THE "EXPIRATION DATE").
TENDERS MAY BE WITHDRAWN PRIOR TO 5:00 P.M., NEW YORK CITY TIME,
ON EXPIRATION DATE.
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By registered or certified mail:
United States Trust Company of Texas, N.A.
Post Office Box 841
Peter Cooper Station
New York, New York 10276-0841
By overnight delivery:
United States Trust Company of Texas, N.A.
Corporate Trust Municipal Operations
770 Broadway, 13th Floor
New York, New York 10003-9598
By hand delivery:
United States Trust Company of Texas, N.A.
Corporate Trust Municipal Operations
111 Broadway, Lower Level
New York, New York 10006
By Facsimile:
(212) 420-6504
Confirm by Telephone:
(800) 225-2398 - Customer Service
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Delivery of this Instrument to an address other than as set forth
above, or transmission of instructions via facsimile other than as set forth
above, will not constitute a valid delivery.
The undersigned acknowledges that he or she has received and reviewed
the Prospectus, dated July 13, 1998 (the "Prospectus"), of Packaged Ice, Inc.,
a Texas corporation (the "Company"), and this Letter of Transmittal (this
"Letter"), which together constitute the Company's offer (the "Exchange Offer")
to exchange one new share of its 13% Exchangeable Preferred Stock, Series B,
par value $0.01 per share (the "Series B Preferred Stock") for each
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outstanding share of its 13% Exchangeable Preferred Stock, Series A, par value
$0.01 per share (the "Series A Preferred Stock"), of which 400,000 shares are
outstanding.
This Letter is to be completed by a Holder of Series A Preferred Stock
either if certificates are to be forwarded herewith or if a tender of
certificates for Series A Preferred Stock, if available, is to be made by
book-entry transfer to the account maintained by the Exchange Agent at The
Depository Trust Company (the "Book-Entry Transfer Facility") pursuant to the
procedures set forth in "The Exchange Offer -- Book-Entry Transfer" section of
the Prospectus and an Agent's Message is not delivered. Tenders by book-entry
transfer may also be made by delivering an Agent's Message in lieu of this
Letter. The term "Agent's Message" means a message, transmitted by the Book-
Entry Transfer Facility to and received by the Exchange Agent and forming a
part of a Book-Entry Confirmation (as defined below), which states that the
Book- Entry Transfer Facility has received an express acknowledgment from the
tendering participant, which acknowledgment states that such participant has
received and agrees to be bound by this Letter and that the Company may enforce
this Letter against such participant. Holders of Series A Preferred Stock whose
certificates are not immediately available, or who are unable to deliver their
certificates or confirmation of the book-entry tender of their Series A
Preferred Stock into the Exchange Agent's account at the Book-Entry Transfer
Facility (a "Book-Entry Confirmation") and all other documents required by this
Letter to the Exchange Agent on or prior to the Expiration Date, must tender
their Series A Preferred Stock according to the guaranteed delivery procedures
set forth in "The Exchange Offer--Guaranteed Delivery Procedures" section of
the Prospectus. See Instruction 1. Delivery of documents to the Book-Entry
Transfer Facility does not constitute delivery to the Exchange Agent. The
undersigned has completed the appropriate boxes below and signed this Letter to
indicate the action the undersigned desires to take with respect to the
Exchange Offer.
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PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL
CAREFULLY BEFORE CHECKING ANY BOX BELOW
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DESCRIPTION OF CERTIFICATES REPRESENTING 13% EXCHANGEABLE PREFERRED STOCK,
SERIES A, PAR VALUE $0.01 PER SHARE (SERIES A PREFERRED STOCK)
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Name(s) and
Address(es) of Certificate Number of Shares Represented
Registered Holder(s) Number(s) by Certificate(s)
(Please fill in, if blank)
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Total Shares
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If the space provided above is inadequate, list the certificate numbers and number of shares on a separate signed
schedule and affix the list to this Letter of Transmittal.
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SPECIAL PAYMENT INSTRUCTIONS
(SEE INSTRUCTION 5)
To be completed ONLY if certificates for Series A Preferred Stock not tendered
or not purchased, or Series B Preferred Stock issued in exchange for Series A
Preferred Stock accepted for exchange are to be issued in the name of someone
other than the undersigned.
Issue Certificate to:
Name:
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(Please Print)
Address:
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(Include Zip Code)
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(Tax Identification or Social Security No.)
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SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTION 5)
To be completed ONLY if certificates for Series A Preferred Stock not tendered
or not purchased, or Series B Preferred Stock issued in exchange for Series A
Preferred Stock accepted for exchange are to be sent to someone that shown
below.
Mail Certificate to:
Name:
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(Please Print)
Address:
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(Include Zip Code)
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(Tax Identification or Social Security No.)
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Ladies and Gentlemen:
Subject to the terms and conditions of the Exchange Offer, the
undersigned hereby tenders to the Company the number of shares of Series A
Preferred Stock indicated above. Subject to and effective upon the acceptance
for exchange of the shares of Series A Preferred Stock tendered in accordance
with this Letter of Transmittal, the undersigned sells, assigns and transfers
to, or upon the order of, the Company all right, title and interest in and to
the Series A Preferred Stock tendered hereby. The undersigned hereby
irrevocably constitutes and appoints the Exchange Agent its agent and attorney-
in-fact (with full knowledge that the Exchange Agent also acts as the agent of
the Company) with respect to the tendered Series A Preferred Stock with full
power of substitution to (i) deliver certificates for such Series A Preferred
Stock to the Company and deliver all accompanying evidences of transfer and
authenticity to, or upon the order of, the Company and (ii) present such Series
A Preferred Stock for transfer on the books of the Company and receive all
benefits and otherwise exercise all rights of beneficial ownership of such
Series A Preferred Stock, all in accordance with the terms of the Exchange
Offer. The power of attorney granted in this paragraph shall be deemed
irrevocable and coupled with an interest.
The name(s) and address(es) of the registered Holder(s) should be
printed herein under "Description of Certificates Representing 13% Exchangeable
Preferred Stock, Series A" (unless a label setting forth such information
appears thereunder), exactly as they appear on the Series A Preferred Stock
tendered hereby. The certificate number(s) and the shares of Series A Preferred
Stock to which this Letter of Transmittal relates, together with the shares of
such Series A Preferred Stock that the undersigned wishes to tender, should be
indicated in the appropriate boxes herein under "Description of Certificates
Representing 13% Exchangeable Preferred Stock, Series A."
The undersigned hereby represents and warrants that he or she has full
power and authority to tender, exchange, assign and transfer the shares of
Series A Preferred Stock tendered hereby and that the Company will acquire good
and unencumbered title thereto, free and clear of all liens, restrictions,
charges and encumbrances and not subject to any adverse claim, when the same
are acquired by the Company. The undersigned hereby further represents that any
Series B Preferred Stock acquired in exchange for Series A Preferred Stock
tendered hereby will have been acquired in the ordinary course of business of
the Holder receiving such Series B Preferred Stock, that neither the Holder nor
any such other person has an arrangement with any person to participate in the
distribution of such Series B Preferred Stock and that neither the Holder nor
any such other person is an "affiliate," as defined under Rule 405 of the
Securities Act, of the Company or any of its affiliates. The undersigned will,
upon request, execute and deliver any additional documents deemed by the
Exchange Agent or the Company to be necessary or desirable to complete the
assignment, transfer and purchase of the Series A Preferred Stock tendered
hereby.
If the undersigned is not a broker-dealer, the undersigned represents
that it is not engaged in, and does not intend to engage in, a distribution of
Series B Preferred Stock. If the undersigned is a broker-dealer that will
receive Series B Preferred Stock for its own account in exchange for Series A
Preferred Stock that were acquired as a result of market-making activities or
other trading activities, it acknowledges that it will deliver a prospectus in
connection with any resale of such Series B Preferred Stock; however, by so
acknowledging and by delivering a prospectus, the undersigned will not be
deemed to admit that it is an "underwriter" within the meaning of the
Securities Act.
For purposes of the Exchange Offer, the Company shall be deemed to
have accepted validly tendered Series A Preferred Stock, when, as and if the
Company has given oral or written notice thereof to the Exchange Agent.
If any tendered Series A Preferred Stock are not accepted for exchange
pursuant to the Exchange Offer for any reason, certificates for any such
unaccepted Series A Preferred Stock will be returned, without expense, to the
undersigned at the address shown below or at a different address as may be
indicated herein under "Special Payment Instructions" as promptly as
practicable after the Expiration Date.
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All authority conferred or agreed to be conferred by this Letter of
Transmittal shall survive the death, incapacity or dissolution of the
undersigned and every obligation of the undersigned under this Letter of
Transmittal shall be binding upon the undersigned's heirs, personal
representatives, successors and assigns.
The undersigned understands that tenders of Series A Preferred Stock
pursuant to the procedures described under the caption "The Exchange Offer -
Procedures for Tendering" in the Prospectus and in the instructions hereto will
constitute a binding agreement between the undersigned and the Company upon the
terms and subject to the conditions of the Exchange Offer.
Unless otherwise indicated under "Special Payment Instructions,"
please issue the certificates representing the Series B Preferred Stock issued
in exchange for the Series A Preferred Stock accepted for exchange and return
any Series A Preferred Stock not tendered or not exchanged in the name(s) of
the undersigned. Similarly, unless otherwise indicated under "Special Delivery
Instructions," please send the certificates representing the Series B Preferred
Stock issued in exchange for the Series A Preferred Stock accepted for exchange
and any certificates for Series A Preferred Stock not tendered or not exchanged
(and accompanying documents, as appropriate) to the undersigned at the address
shown below the undersigned's signature(s). In the event that both "Special
Payment Instructions" and "Special Delivery Instructions" are completed, please
issue the certificates representing the Series B Preferred Stock issued in
exchange for the Series A Preferred Stock accepted for exchange and return any
Series A Preferred Stock not tendered or not exchanged in the name(s) of, and
send said certificates to, the person(s) so indicated. The undersigned
recognizes that the Company has no obligation pursuant to the "Special Payment
Instructions" and "Special Delivery Instructions" to transfer any Series A
Preferred Stock from the name of the registered Holder(s) thereof if the
Company does not accept for exchange any of the Series A Preferred Stock so
tendered.
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PLEASE SIGN HERE
(TO BE COMPLETED BY ALL TENDERING HOLDERS)
X ________________________________ _______________________________, 1998
X ________________________________ _______________________________, 1998
Signature(s) of Owner Date
Area code and Telephone Number
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If a Holder is tendering any Series A Preferred Stock, this Letter must be
signed by the registered Holder(s) as the name(s) appear(s) on the
certificate(s) for the Series A Preferred Stock or by any person(s) authorized
to become registered Holder(s) by endorsements and documents transmitted
herewith. If signature is by a trustee, executor, administrator, guardian,
officer or other person acting in a fiduciary or representative capacity,
please et forth full title. See Instruction 4.
Name(s):
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(Please Type or Print)
Capacity:
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Address:
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(Including Zip Code)
SIGNATURE GUARANTEE
(IF REQUIRED BY INSTRUCTION 4)
Signature(s) Guaranteed by an Eligible Institution:
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(Authorized Signature)
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(Title)
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(Name and Firm)
Dated: _________________________________________________________, 1998
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8
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER OF SHARES OF THE
13% EXCHANGEABLE PREFERRED STOCK, SERIES B FOR ANY AND ALL OUTSTANDING SHARES OF
THE 13% EXCHANGEABLE PREFERRED STOCK, SERIES A OF PACKAGED ICE, INC.
1. DELIVERY OF THIS LETTER AND PREFERRED STOCK; GUARANTEED DELIVERY PROCEDURES.
This letter is to be completed by Holders either if certificates are
to be forwarded herewith or if tenders are to be made pursuant to the
procedures for delivery by book-entry transfers set forth in "The Exchange
Offer--Book-Entry Transfer" section of the Prospectus and an Agent's Message is
not delivered. Tenders by book-entry transfer may also be made by delivering an
Agent's Message in lieu of this Letter of Transmittal. The term "Agent's
Message" means a message, transmitted by the Book-Entry Transfer Facility to
and received by the Exchange Agent and forming a part of a Book-Entry
Confirmation, which states that the Book-Entry Transfer Facility has received
an express acknowledgment from the tendering participant, which acknowledgment
states that such participant has received and agrees to be bound by, and makes
the representations and warranties contained in, the Letter of Transmittal and
that the Company may enforce the Letter of Transmittal against such
participant. Certificates for all physically tendered Series A Preferred Stock,
or Book-Entry confirmation, as the case may be, as well as a properly completed
and duly executed Letter (or manually signed facsimile hereof or Agent's
Message in lieu thereof) and any other documents required by this Letter, must
be received by the Exchange Agent at the address set forth herein on or prior
to the Expiration Date, or the tendering Holder must comply with the guaranteed
delivery procedures set forth below.
Holders whose certificates for Series A Preferred Stock are not
immediately available or who cannot deliver their certificates and all other
required documents to the Exchange Agent on or prior to the Expiration Date, or
who cannot complete the procedure for book-entry transfer on a timely basis,
may tender their Series A Preferred Stock pursuant to the guaranteed delivery
procedures set forth in "The Exchange Offer--Guaranteed Delivery Procedures"
section of the Prospectus. Pursuant to such procedures, (i) such tender must be
made through an Eligible Institution, (ii) prior to 5:00 P.M. New York City
time on the Expiration Date, the Exchange Agent must receive from such Eligible
Institution a properly completed and duly executed Letter (or facsimile thereof
or Agent's Message in lieu thereof) and Notice of Guaranteed Delivery,
substantially in the form provided by the Company (by telegram, telex,
facsimile transmission, mail or hand delivery), setting forth the name and
address of the Holder of Series A Preferred Stock and the number of shares of
Series A Preferred Stock tendered, stating that the tender is being made
thereby and guaranteeing that within five business days after the date of
execution of the Notice of Guaranteed Delivery, the certificates for all
physically tendered Series A Preferred Stock, or a Book-Entry Confirmation, and
any other documents required by the Letter will be deposited by the Eligible
Institution with the Exchange Agent, and (iii) the certificates for all
physically tendered Series A Preferred Stock, in proper form for transfer, or
Book-Entry Confirmation, as the case may be, and all other documents required
by this Letter are received by the Exchange Agent within five business days
after the date of execution of the Notice of Guaranteed Delivery.
The method of delivery of this Letter, the Series A Preferred Stock
and all other required documents is at the election and risk of the tendering
Holders, but the delivery will be deemed made only when actually received or
confirmed by the Exchange Agent. If Series A Preferred Stock are sent by mail,
it is suggested that the mailing be made by overnight or hand delivery services
sufficiently in advance of the Expiration Date to permit delivery to the
Exchange Agent prior to 5:00 P.M., New York City time, on the Expiration Date,
No Letter, Notice of Guaranteed Delivery or Series A Preferred Stock should be
sent to the Company.
All questions as to the validity, form, eligibility (including time of
receipt) and acceptance of tendered Series A Preferred Stock and withdrawal of
tendered Series A Preferred Stock will be determined by the Company in its sole
discretion, which determination will be final and binding. The Company reserves
the right to waive any defects or irregularities or conditions of tender as to
the Exchange Offer and/or particular Series A Preferred Stock.
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The Company's interpretation of the terms and conditions of the Exchange Offer
(including the instructions in this Letter) shall be final and binding on all
parties. Unless waived, any defects or irregularities in connection with tenders
of Series A Preferred Stock must be cured within such time as the Company shall
determine. Neither the Company, the Exchange Agent nor any other person shall be
under any duty to give notification of defects or irregularities with respect to
tenders of Series A Preferred Stock, nor shall any of them incur any liability
for failure to give such notification. Tenders of Series A Preferred Stock will
not be deemed to have been made until such defects or irregularities have been
cured or waived. Any Series A Preferred Stock received by the Exchange Agent
that are not properly tendered and as to which the defects or irregularities
have not been cured or waived will be returned by the Exchange Agent to the
tendering Holders of Series A Preferred Stock, unless otherwise provided in this
Letter, as soon as practicable following the Expiration Date.
See "The Exchange Offer" section of the Prospectus.
2. TENDER BY HOLDER.
Only a Holder of Series A Preferred Stock may tender such Series A
Preferred Stock in the Exchange Offer. Any beneficial Holder of Series A
Preferred Stock who is not the registered Holder and who wishes to tender
should arrange with the registered Holder to execute and deliver this Letter on
his or her behalf or must, prior to completing and executing this Letter and
delivering his or her Series A Preferred Stock, either make appropriate
arrangements to register ownership of the Series A Preferred Stock in such
Holder's name or obtain a properly completed bond power form the registered
Holder.
3. PARTIAL TENDERS (NOT APPLICABLE TO HOLDERS WHO TENDER BY BOOK-ENTRY
TRANSFER).
If less than all of the Series A Preferred Stock evidenced by a
submitted certificate are to be tendered, the tendering Holder(s) should fill
in the number of Series A Preferred Stock to be tendered in the box above
entitled "Description of Certificates Representing Series A Preferred Stock -
Number of Shares Tendered." A reissued certificate representing the balance of
nontendered Series A Preferred Stock will be sent to such tendering Holder,
unless otherwise provided in the appropriate box on this Letter, promptly after
the Expiration Date. ALL of the Series A Preferred Stock delivered to the
Exchange Agent will be deemed to have been tendered unless otherwise indicated.
4. SIGNATURES ON THIS LETTER, BOND POWERS AND ENDORSEMENTS; GUARANTEE OF
SIGNATURES
If this Letter is signed by the registered Holder of the Series A
Preferred Stock tendered hereby, the signature must correspond exactly with the
name as written on the fact of the certificates without any change whatsoever.
If any tendered Series A Preferred Stock are owned by record by two or
more joint owners, all such owners must sign this letter.
If any tendered Series A Preferred Stock are registered in different
names on several certificates, it will be necessary to complete, sign and
submit as many separate copies of this Letter as there are different
registrations of certificates.
When this letter is signed by the registered Holder or Holders of the
Series A Preferred Stock specified herein and tendered hereby, no endorsements
of certificates or separate bond powers are required. If, however, the Series B
Preferred Stock are to be issued, or any untendered Series A Preferred Stock
are to be reissued, to a person other than the registered Holder, then
endorsements of any certificates transmitted hereby or separate bond powers are
required. Signature on such certificate(s) must be guaranteed by an Eligible
Institution.
If this letter is signed by a person other than the registered Holder
or Holders of any certificate specified herein, such certificate(s) must be
endorsed or accompanies by appropriate bond powers, in either case signed
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exactly as the name or names of the registered Holder or Holders appear(s) on
the certificate(s) and signatures on such certificate(s) must be guaranteed by
an Eligible Institution.
If this Letter or any certificates or bond powers are signed by
trustees, executors, administrators, guardians, attorneys-in-fact, officers of
corporations or others acting in a fiduciary or representative capacity, such
persons should indicate when signing, and, unless waived by Company, proper
evidence satisfactory to the Company of their authority to so act must be
submitted.
Endorsements on certificates for Series A Preferred Stock or
signatures on bond powers required by this Instruction 4 must be guaranteed by
a firm which is a member of a registered national securities exchange or a
member of the National Association of Securities Dealers, Inc. or by a
commercial bank or trust company having an office or correspondent in the
United States (an "Eligible Institution").
Signatures on this Letter need not be guaranteed by an Eligible
Institution, provided the Series A Preferred Stock are tendered; (i) by a
registered Holder of Series A Preferred Stock (which term, for purposes of the
Exchange Offer, includes any participant in the Book-Entry Transfer Facility
system whose name appears on a security position listing as the Holder of such
Series A Preferred Stock) tendered who has not completed the box entitled
"Special Issuance Instructions" or "Special Delivery Instructions," on this
Letter, or (ii) for the account of an Eligible Institution.
5. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS.
Tendering Holders of Series A Preferred Stock should indicate in the
applicable box the name and address to which Series B Preferred Stock issues
pursuant to the Exchange Offer and/or substitute certificates evidencing Series
A Preferred Stock not exchanges are to be issued or sent, if different from the
name or address of the person signing this Letter. In the case of issuance in a
different name, the employer identification or social security number of the
person named must also be indicated. Holders tendering Series A Preferred Stock
by book-entry transfer may request that Series A Preferred Stock not exchanged
be credited to such account maintained at the Book-Entry Transfer Facility as
such Holder may designate hereon. If no such instructions are given, such
Series A Preferred Stock not exchanged will be returned to the name or address
of the person signing this Letter.
6. TRANSFER TAXES.
The Company will pay all transfer taxes, if any, applicable to the
transfer of Series A Preferred Stock to it or its order pursuant to the
Exchange Offer. If, however, Series B Preferred Stock and/or substitute Series
A Preferred Stock are exchanged, are to be delivered to, or are to be
registered or issued in the name of any person other than the registered Holder
of the Series A Preferred Stock tendered hereby, or if tendered Series A
Preferred Stock are registered in the name of any person other than the person
signing this Letter, or if a transfer tax is imposed for any reason other than
the transfer of Series A Preferred Stock to the Company or its order pursuant
to the Exchange Offer, the amount of any such transfer taxes (whether imposed
on the registered Holder or any other persons) will be payable by the tendering
Holder. If satisfactory evidence of payments of such taxes or exemption
therefrom is not submitted herewith, the amount of such transfer taxes will be
billed directly to such tendering Holder.
Except as provided in this Instruction 6, it will not be necessary for
transfer tax stamps to be affixed to the Series A Preferred Stock specified in
this Letter.
7. WAIVER OF CONDITIONS.
The Company reserves the absolute right to amend, waive satisfaction
of or modify any or all conditions enumerated in the Prospectus.
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8. NO CONDITIONAL TENDERS.
No alternative, conditional, irregular or contingent tenders will be
accepted. All tendering Holders of Series A Preferred Stock, by execution of
this Letter or an Agent's Message in lieu thereof, shall waive any right to
receive notice of the acceptance of their Series A Preferred Stock for
exchange.
9. MUTILATED, LOST, STOLEN OR DESTROYED SERIES A PREFERRED STOCK.
Any Holder whose certificates representing the shares of Series A
Preferred Stock have been mutilated, lost, stolen or destroyed should contact
the Exchange Agent at the address indicated above for further instructions.
10. REQUEST FOR ASSISTANCE OR ADDITIONAL COPIES.
Questions relating to the procedure for tendering, as well as requests
for additional copies of the Prospectus and this Letter, may be directed to the
Exchange Agent at the address and telephone number indicated above.
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IMPORTANT TAX INFORMATION
Under Federal income tax laws, a registered Holder of Series A
Preferred Stock or Series B Preferred Stock is required to provide the Trustee
(as payer) with such Holder's correct Tax Identification Number ("TIN") on
Substitute Form W-9 below or otherwise establish a basis for exemption from
backup withholding. If such Holder is an individual, the TIN is his or her
social security number. If the Trustee is not provided with the correct TIN, a
$50 penalty may be imposed by the Internal Revenue Service, and payments made
to such Holder with respect to the Series A Preferred Stock or Series B
Preferred Stock may be subject to backup withholding.
Certain Holders (including among others, all corporations and certain
foreign persons) are not subject to these backup withholding and reporting
requirements. Exempt Holders should indicate their exempt status on Substitute
Form W-9. A foreign person may qualify as an exempt recipient by submitting to
the Trustee a properly completed Internal Revenue Service Form W-8, signed
under penalties of perjury, attesting to that Holder's exempt status. A Form
W-8 can be obtained from the Trustee.
If backup withholding applies, the Trustee is required to withhold 20%
of any payments made to the Holder or other payee. Backup withholding is not an
additional Federal income tax. Rather, the Federal income tax liability of
persons subject to backup withholding will be reduced by the amount of tax
withheld. If withholding results in an overpayment of taxes, a refund may be
obtained from the Internal Revenue Service.
PURPOSE OF SUBSTITUTE FORM W-9
To prevent backup withholding on payments made with respect to Series
A Preferred Stock or Series B Preferred Stock, the Holder is required to
provide the Trustee with: (i) the Holder's correct TIN by completing the form
below, certifying that the TIN provided on Substitute W-9 is correct (or that
such Holder is awaiting a TIN) and that (A) such Holder is exempt from backup
withholding, (B) the Holder has not been notified by the Internal Revenue
Service that the Holder is subject to backup withholding as a result of failure
to report all interest or dividends, or (C) Internal Revenue Service has
notified the Holder that the Holder is no longer subject to backup withholding;
and (ii) if applicable, an adequate basis for exemption.
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PAYEE'S NAME: __________________________________________________________________
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SUBSTITUTE PART 1--PLEASE PROVIDE YOUR TIN IN THE
FORM W-9 BOX AT RIGHT AND CERTIFY BY SIGNING ______________________________
AND DATING. Social Security Number
DEPARTMENT OF THE or
TREASURY--INTERNAL _____________________________
REVENUE SERVICE Employer Identification Number
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PAYEE'S REQUEST FOR PART 2--Certification-Under penalties of perjury, I PART 3--Awaiting TIN
TAXPAYER IDENTIFICATION certify that:
NUMBER ("TIN")
(1) The number shown on this form is my
correct Taxpayer Identification Number
(or I am waiting for a number to be
issued to me) and
(2) I am not subject to backup withholding
because (i) I am exempt from backup
withholding, (ii) I have not been
notified by the Internal Revenue Service
("IRS") that I am subject to backup
withholding as a result of failure to
report all interest or dividends, or
(iii) the IRS has notified me that I am
no longer subject to backup withholding.
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CERTIFICATE INSTRUCTIONS-- You must cross our Item (2) in Part 2 above if you have
been notified by the IRS that you are subject to backup withholding because of under
reporting interest or dividends on your tax return. However, if after being notified
by the IRS that you were subject to backup withholding you receive another
certification from the IRS stating that you are no longer subject to withholding, do
not cross out item (2).
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SIGNATURE _________________________ DATE _______________, 1998
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Name (Please Print)
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NOTE: FAILURE TO COMPLETE THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 20% OF
ANY PAYMENTS MADE TO YOU UNDER THE SERIES A PREFERRED STOCK OR THE SERIES B
PREFERRED STOCK
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE
IF YOU CHECKED THE BOX IN PART 3 OF SUBSTITUTE FORM W-9
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CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalty of perjury that a taxpayer identification number has
not been issued to me, and either (a) I have mailed or delivered an application
to receive a taxpayer identification number to the appropriate Internal Revenue
Service Center or Social Security Administration Office or (b) I intend to mail
or deliver an application in the near future. I understand that if I do not
provide a taxpayer identification number within 60 days, 20% of all reportable
payments made to me thereafter will be withheld until I provide a number.
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Signature Date ______________________________, 1998
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Name (Please Print)
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14
PACKAGED ICE, INC.
OFFER TO EXCHANGE ITS
13% EXCHANGEABLE PREFERRED STOCK, SERIES B
FOR
ANY AND ALL OF ITS 13% EXCHANGEABLE PREFERRED STOCK, SERIES A
To Our Clients:
Enclosed for your consideration are a Prospectus, dated July 13, 1998
(the "Prospectus") and a Letter of Transmittal ("Letter of Transmittal")
relating to an offer (the "Exchange Offer") by Packaged Ice, Inc. (the
"Company") to exchange its 13% Exchangeable Preferred Stock, Series B (the "
Series B Preferred Stock") for any and all of its 13% Exchangeable Preferred
Stock, Series A (the "Series A Preferred Stock").
This material is being forwarded to you as the beneficial owner of
Series A Preferred Stock carried by us in your account but not registered in
your name.
Accordingly, we request instructions as to whether you wish us to
tender any or all such Series A Preferred Stock held by us for your account
pursuant to the terms and conditions set forth in the enclosed Prospectus and
Letters of Transmittal. We urge you to read these documents carefully before
conveying your instructions to us.
Your instructions to us should be forwarded as promptly as possible in
order to permit us to tender your Series A Preferred Stock on your behalf in
accordance with the provisions of the Exchange Offer. The Exchange Offer will
expire at 5:00 P.M., New York City time, on August 12, 1998, unless extended by
the Company (the "Expiration Date"). The Series A Preferred Stock tendered
pursuant to the Exchange Offer may be withdrawn at any time before the
Expiration Date.
If you wish to have us tender any or all of your Series A Preferred
Stock on your behalf, please so instruct us by completing, executing, detaching
and returning to us the attached instruction form. The accompanying copy of the
Letter of Transmittal have been furnished to you for your information only and
may not be used by you to tender your Series A Preferred Stock for exchange.
The Exchange Offer is not being made to, nor will tenders be accepted
from Holders of Series A Preferred Stock in any jurisdiction in which making of
the Exchange Offer or acceptance thereof would not be in compliance with the
laws of such jurisdiction.
15
INSTRUCTIONS
The undersigned acknowledge(s) receipt of your letter and the enclosed
material referred to therein relating to the Exchange Offer with respect to
Series A Preferred Stock.
This will instruct you whether to tender the principal amount of the
Series A Preferred Stock indicated below held by you for the account of the
undersigned and/or consent to the amendments and waivers, pursuant to the terms
and conditions set forth in the Prospectus and the related Letters of
Transmittal. [Check the appropriate box.]
Box 1 [ ] Please TENDER _________________ shares of Series A Preferred
Stock held by you for my account on the Letter of Transmittal.
Box 2 [ ] Please do NOT TENDER any Series A Preferred Stock at this
time.
Date: ____________________________
- ----------------------------------
Signature(s)
- ----------------------------------
Please type or print name(s) here
16
================================================================================
All authority herein conferred or agreed to be conferred shall survive
the death or incapacity of the undersigned and every obligation of the
undersigned hereunder shall be binding upon the heirs, personal representatives,
successors and assigns of the undersigned.
================================================================================
PLEASE SIGN HERE
X ________________________________ _______________________________
X ________________________________ _______________________________
Signature(s) of Owner(s) Date
or Authorized Signatory
Area Code and Telephone Number:
Must be signed by the Holder(s) of Series A Preferred Stock as their
name(s) appear(s) on certificates for Series A Preferred Stock or on a security
position listing, or by person(s) authorized to become registered Holder(s) by
endorsement and documents transmitted with this Notice of Guaranteed Delivery.
If signature is by a trustee, executor, administrator, guardian,
attorney-in-fact, officer or other person acting in fiduciary or representative
capacity, such person must set forth his or her full title below.
Please print name(s) and address(es)
Name(s):
--------------------------------------------------------------
--------------------------------------------------------------
--------------------------------------------------------------
Capacity:
--------------------------------------------------------------
Address(es)
--------------------------------------------------------------
--------------------------------------------------------------
--------------------------------------------------------------
17
NOTICE OF GUARANTEED DELIVERY FOR
PACKAGED ICE, INC.
This form or one substantially equivalent hereto must be used to
accept the Exchange Offer of Packaged Ice, Inc. (the "Company") made pursuant
to the Prospectus, dated July 13, 1998 (the "Prospectus"), if certificates for
Series A Preferred Stock of the Company are not immediately available or if the
procedure for book-entry transfer cannot be completed on a timely basis or time
will not permit all required documents to reach the Company prior to 5:00 P.M.,
New York City time, on the Expiration Date of the Exchange Offer. Such form may
be delivered or transmitted by telegram, telex, facsimile transmission, mail or
hand delivery to U.S. Trust Company of Texas, N.A., (the "Exchange Agent") as
set forth below. In addition, in order to utilize the guaranteed delivery
procedure to tender Series A Preferred Stock pursuant to the Exchange Offer, a
completed, signed and dated Letter of Transmittal (or facsimile thereof) must
also be received by the Exchange Agent prior to 5:00 P.M., New York City time,
on the Expiration Date. Capitalized terms not defined herein are defined in the
Prospectus.
By registered or certified mail:
United States Trust Company of Texas, N.A.
Post Office Box 841
Peter Cooper Station
New York, New York 10276-0841
By overnight delivery:
United States Trust Company of Texas, N.A.
Corporate Trust Municipal Operations
770 Broadway, 13th Floor
New York, New York 10003-9598
By hand delivery:
United States Trust Company of Texas, N.A.
Corporate Trust Municipal Operations
111 Broadway, Lower Level
New York, New York 10006
By Facsimile:
(212) 420-6504
Confirm by Telephone:
(800) 225-2398 - Customer Service
----------
Delivery of this Instrument to an address other than as set forth
above, or transmission of instructions via facsimile other than as set forth
above, will not constitute a valid delivery.
18
GUARANTEE
The undersigned, a member of a registered national securities
exchange, or a member of the National Association of Securities Dealers, Inc.,
or a commercial bank or trust company having an office or correspondent in the
United States, hereby guarantees that the certificates representing the number
of shares of Series A Preferred Stock tendered hereby in proper form for
transfer, or timely confirmation of the book-entry transfer of such Series A
Preferred Stock into the Exchange Agent's account at The Depository Trust
Company pursuant to the procedures set forth in "The Exchange Offer -
Guaranteed Delivery Procedures" section of the Prospectus, together with a
properly completed and duly executed Letter of Transmittal (or a manually
signed facsimile thereof) with any required signature guarantee and any other
documents required by the Letter of Transmittal, will be received by the
Exchange Agent at the address set forth above, no later than five business days
after the date of execution hereof.
- ---------------------------------- -----------------------------------
Name of Firm Authorized Signature
- ---------------------------------- -----------------------------------
Address Title
Name:
- ---------------------------------- -----------------------------
Zip Code (Please Type or Print)
Area Code and Tel. No. Dated:
----------- ----------------------------
NOTE: DO NOT SEND CERTIFICATES FOR SERIES A PREFERRED STOCK WITH THIS FORM,
CERTIFICATES FOR SERIES A PREFERRED STOCK SHOULD BE SENT WITH YOUR
LETTER OF TRANSMITTAL.
19
Ladies and Gentlemen:
Upon the terms and conditions set forth in the Prospectus and the
accompanying Letter of Transmittal, the undersigned hereby tenders to the
Company the number of shares of Series A Preferred Stock set forth below,
pursuant to the guaranteed delivery procedure described in "The Exchange
Offer--Guaranteed Delivery Procedures" section of the Prospectus.
Number of Shares of Series A Preferred Stock Tendered:
$
--------------------------------
Certificate Nos. (if available):
- ----------------------------------
If Series A Preferred Stock will be
delivered by book-entry transfer to The
Depository Trust Company, provide account
number.
Total Number of Shares Represented by Series
A Preferred Stock Certificate(s):
$ Account Number
-------------------------------- --------------------
20
PACKAGED ICE, INC.
OFFER TO EXCHANGE ITS
13% EXCHANGEABLE PREFERRED STOCK, SERIES B FOR
ANY AND ALL OF ITS
13% EXCHANGEABLE PREFERRED STOCK, SERIES A
To: Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:
Packaged Ice, Inc. (the "Company") is offering, upon and subject to
the terms and conditions set forth in the Prospectus, dated July 13, 1998 (the
"Prospectus"), and the enclosed Letter of Transmittal (the "Letter of
Transmittal"), to exchange (the "Exchange Offer") one new share of its 13%
Exchangeable Preferred Stock, Series B (the " Series B Preferred Stock") for
each outstanding share of its 13% Exchangeable Preferred Stock, Series A (the "
Series A Preferred Stock"), of which 400,000 shares are outstanding. The
Exchange Offer is being made in order to satisfy certain obligations of the
Company contained in the Registration Rights Agreement dated April 30, 1998,
among the Company and the other signatories thereto.
We are requesting that you contact your clients for whom you hold
Series A Preferred Stock regarding the Exchange Offer. For your information and
for forwarding to your clients for whom you hold Series A Preferred Stock
registered in your name or in the name of your nominee, or who hold Series A
Preferred Stock registered in their own names, we are enclosing the following
documents:
1. Prospectus dated July 13, 1998;
2. The Letter of Transmittal for your use and for the information of
your clients;
3. A Notice of Guaranteed Delivery to be used to accept the Exchange
Offer if certificates for Series A Preferred Stock are not immediately
available or time will not permit all required documents to reach the Exchange
Agent prior to the Expiration date (as defined below) or if the procedure for
book-entry transfers cannot be completed on a timely basis;
4. A form of letter which may be sent to your clients for whose
account you hold Series A Preferred Stock registered in your name or the name
of your nominee, with space provided for obtaining such clients' instructions
with regard to the Exchange Offer; and
5. Return envelopes addressed to U.S. Trust Company of Texas, N.A.,
the Exchange Agent for the Series A Preferred Stock.
Your prompt action is requested. The Exchange Offer will expire at
5:00 P.M., New York City time, on August 12, 1998, unless extended by the
Company (the "Expiration Date"). The Series A Preferred Stock tendered pursuant
to the Exchange Offer may be withdrawn at any time before the Expiration Date.
To participate in the Exchange Offer, a duly executed and properly
completed Letter of Transmittal (or facsimile thereof), with any required
signature guarantees and any other required documents, should be sent to the
Exchange Agent and certificates representing the Series A Preferred
21
Stock should be delivered to the Exchange Agent, all in accordance with the
instructions set forth in the Letter of Transmittal and the Prospectus.
If Holders of Series A Preferred Stock wish to tender, but it is
impracticable for them to forward their certificates for Series A Preferred
Stock prior to the expiration of the Exchange Offer or to comply with the
book-entry transfer procedures on a timely basis, a tender may be effected by
following the guaranteed delivery procedures described in the Prospectus under
"The Exchange Offer--Guaranteed Delivery Procedures."
The Company will upon request reimburse brokers, dealers, commercial
banks and trust companies for reasonable and necessary costs and expenses
incurred by them in forwarding the Prospectus and related documents to the
beneficial owners of Series A Preferred Stock held by me as nominee or in a
fiduciary capacity, the Company will pay or cause to be paid all stock transfer
taxes applicable to the exchange of Series A Preferred Stock pursuant to the
Exchange Offer, except as set forth in Instruction 6 of the Letter of
Transmittal.
The terms of the Series B Preferred Stock and the Series A Preferred
Stock are substantially identical in all material respects, except that the
Series B Preferred Stock will not contain terms with respect to transfer
restrictions.
Any inquiries you may have with respect to the Exchange Offer, or
requests for additional copies of the enclosed materials, should be directed to
U.S. Trust Company of Texas, N.A., the Exchange Agent for the Series A
Preferred Stock, at its address and telephone number set forth on the front of
the Letter of Transmittal.
Very truly yours,
Packaged Ice, Inc.
----------
NOTHING HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR
ANY PERSON AS AN AGENT OF THE COMPANY OR THE EXCHANGE AGENT, OR AUTHORIZE YOU
OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENTS ON BEHALF OF
EITHER OF THEM WITH RESPECT TO THE EXCHANGE OFFER, EXCEPT FOR STATEMENTS
EXPRESSLY MADE IN THE PROSPECTUS OR THE LETTER OF TRANSMITTAL.
Enclosures
22
LETTER OF TRANSMITTAL
PACKAGED ICE, INC.
OFFER TO EXCHANGE ITS
9 3/4% SENIOR NOTES DUE 2005, SERIES B FOR
ANY AND ALL OF ITS 9 3/4% SENIOR NOTES DUE 2005, SERIES A
PURSUANT TO THE PROSPECTUS, DATED JULY 3, 1998.
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME,
ON AUGUST 12, 1998, UNLESS EXTENDED (THE "EXPIRATION DATE").
TENDERS MAY BE WITHDRAWN PRIOR TO 5:00 P.M., NEW YORK CITY TIME,
ON EXPIRATION DATE.
By registered or certified mail:
United States Trust Company of Texas, N.A.
Post Office Box 841
Peter Cooper Station
New York, New York 10276-0841
By overnight delivery:
United States Trust Company of Texas, N.A.
Corporate Trust Municipal Operations
770 Broadway, 13th Floor
New York, New York 10003-9598
By hand delivery:
United States Trust Company of Texas, N.A.
Corporate Trust Municipal Operations
111 Broadway, Lower Level
New York, New York 10006
By Facsimile:
(212) 420-6504
Confirm by Telephone:
(800) 225-2398 - Customer Service
Delivery of this Instrument to an address other than as set forth
above, or transmission of instructions via facsimile other than as set forth
above, will not constitute a valid delivery.
The undersigned acknowledges that he or she has received and reviewed
the Prospectus, dated July 13, 1998 (the "Prospectus"), of Packaged Ice, Inc.,
a Texas corporation (the "Company"), and this Letter of Transmittal (this
"Letter"), which together constitute the Company's offer (the "Exchange Offer")
to exchange an aggregate principal amount at maturity of up to $270,000,000 of
9 3/4% Senior Notes due 2005, Series B (the "Series B Notes") of the Company
for a like principal amount of the issued and outstanding 9 3/4% Senior Notes
due 2005, Series A (the "Series A Notes")) of the Company from the Holders
thereof.
23
This Letter is to be completed by a Holder of Series A Notes either if
certificates are to be forwarded herewith or if a tender of certificates for
Series A Notes, if available, is to be made by book-entry transfer to the
account maintained by the Exchange Agent at The Depository Trust Company (the
"Book-Entry Transfer Facility") pursuant to the procedures set forth in "The
Exchange Offer -- Book-Entry Transfer" section of the Prospectus and an Agent's
Message is not delivered. Tenders by book-entry transfer may also be made by
delivering an Agent's Message in lieu of this Letter. The term "Agent's
Message" means a message, transmitted by the Book- Entry Transfer Facility to
and received by the Exchange Agent and forming a part of a Book-Entry
Confirmation (as defined below), which states that the Book- Entry Transfer
Facility has received an express acknowledgment from the tendering participant,
which acknowledgment states that such participant has received and agrees to be
bound by this Letter and that the Company may enforce this Letter against such
participant. Holders of Series A Notes whose certificates are not immediately
available, or who are unable to deliver their certificates or confirmation of
the book-entry tender of their Series A Notes into the Exchange Agent's account
at the Book-Entry Transfer Facility (a "Book-Entry Confirmation") and all other
documents required by this Letter to the Exchange Agent on or prior to the
Expiration Date, must tender their Series A Notes according to the guaranteed
delivery procedures set forth in "The Exchange Offer--Guaranteed Delivery
Procedures" section of the Prospectus. See Instruction 1. Delivery of
documents to the Book-Entry Transfer Facility does not constitute delivery to
the Exchange Agent. The undersigned has completed the appropriate boxes below
and signed this Letter to indicate the action the undersigned desires to take
with respect to the Exchange Offer.
24
PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL
CAREFULLY BEFORE CHECKING ANY BOX BELOW
DESCRIPTION OF 9 % SENIOR NOTES DUE 2005, SENIOR NOTES (Series A Notes)
Name(s) and Principal Amount
Address(es) of Aggregate Principal Tendered (must be in
Registered Holder(s) Certificate Amount Represented integral multiples of
(Please fill in, if blank) Number(s) by Certificate(s) $1,000)*
- ------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------
-----------------------------------------------------------------------------------
-----------------------------------------------------------------------------------
-----------------------------------------------------------------------------------
-----------------------------------------------------------------------------------
-----------------------------------------------------------------------------------
-----------------------------------------------------------------------------------
Total
- ------------------------------------------------------------------------------------------------------------------
* Unless indicated in the column labeled "Principal Amount Tendered," any
tendering Holder of Series A Notes will be deemed to have tendered the
entire aggregate principal amount represented by the column labeled
"Aggregate Principal Amount Represented by Certificate(s)."
If the space provided above is inadequate, list the certificate numbers
and principal amounts on a separate signed schedule and affix the list to
this Letter of Transmittal.
The minimum permitted is $1,000 in principal amount of Series A Notes.
All other tenders must be integral multiples of $1,000.
25
SPECIAL PAYMENT INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(See Instruction 5) (SEE INSTRUCTION 5)
To be completed ONLY if certificates for Series A To be completed ONLY if certificates for Series A
Notes in a principal amount not tendered or not Notes in a principal amount not tendered or not
purchased, or Series B Notes issued in exchange for purchased, or Series B Notes issued in exchange for
Series A Notes accepted for exchange are to be Series A Notes accepted for exchange are to be sent
issued in the name of someone other than the to someone that shown below.
undersigned.
Issue Certificate to: Mail Certificate to:
Name: _______________________________ Name: _______________________________
(Please Print) (Please Print)
Address: ___________________________ Address: _____________________________
____________________________________ ______________________________________
(Include Zip Code) (Include Zip Code)
____________________________________ ____________________________________
(Tax Identification or Social Security No.) (Tax Identification or Social Security No.)
26
Ladies and Gentlemen:
Subject to the terms and conditions of the Exchange Offer, the
undersigned hereby tenders to the Company the principal amount of Series A
Notes indicated above. Subject to and effective upon the acceptance for
exchange of the principal amount of Series A Notes tendered in accordance with
this Letter of Transmittal, the undersigned sells, assigns and transfers to, or
upon the order of, the Company all right, title and interest in and to the
Series A Notes tendered hereby. The undersigned hereby irrevocably constitutes
and appoints the Exchange Agent its agent and attorney- in-fact (with full
knowledge that the Exchange Agent also acts as the agent of the Company) with
respect to the tendered Series A Notes with full power of substitution to (i)
deliver certificates for such Series A Notes to the Company and deliver all
accompanying evidences of transfer and authenticity to, or upon the order of,
the Company and (ii) present such Series A Notes for transfer on the books of
the Company and receive all benefits and otherwise exercise all rights of
beneficial ownership of such Series A Notes, all in accordance with the terms
of the Exchange Offer. The power of attorney granted in this paragraph shall
be deemed irrevocable and coupled with an interest.
The name(s) and address(es) of the registered Holder(s) should be
printed herein under "Description of 9 3/4% Senior Notes Due 2005, Series A"
(unless a label setting forth such information appears thereunder), exactly as
they appear on the Series A Notes tendered hereby. The certificate number(s)
and the principal amount of Series A Notes to which this Letter of Transmittal
relates, together with the principal amount of such Series A Notes that the
undersigned wishes to tender, should be indicated in the appropriate boxes
herein under "Description of 9 3/4% Senior Notes Due 2005, Series A."
The undersigned hereby represents and warrants that he or she has full
power and authority to tender, exchange, assign and transfer the Series A Notes
tendered hereby and that the Company will acquire good and unencumbered title
thereto, free and clear of all liens, restrictions, charges and encumbrances
and not subject to any adverse claim, when the same are acquired by the
Company. The undersigned hereby further represents that any Series B Notes
acquired in exchange for Series A Notes tendered hereby will have been acquired
in the ordinary course of business of the Holder receiving such Series B Notes,
that neither the Holder nor any such other person has an arrangement with any
person to participate in the distribution of such Series B Notes and that
neither the Holder nor any such other person is an "affiliate," as defined
under Rule 405 of the Securities Act, of the Company or any of its affiliates.
The undersigned will, upon request, execute and deliver any additional
documents deemed by the Exchange Agent or the Company to be necessary or
desirable to complete the assignment, transfer and purchase of the Series A
Notes tendered hereby.
If the undersigned is not a broker-dealer, the undersigned represents
that it is not engaged in, and does not intend to engage in, a distribution of
Series B Notes. If the undersigned is a broker-dealer that will receive Series
B Notes for its own account in exchange for Series A Notes that were acquired
as a result of market-making activities or other trading activities, it
acknowledges that it will deliver a prospectus in connection with any resale of
such Series B Notes; however, by so acknowledging and by delivering a
prospectus, the undersigned will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act.
For purposes of the Exchange Offer, the Company shall be deemed to
have accepted validly tendered Series A Notes, when, as and if the Company has
given oral or written notice thereof to the Exchange Agent.
If any tendered Series A Notes are not accepted for exchange pursuant
to the Exchange Offer for any reason, certificates for any such unaccepted
Series A Notes will be returned, without expense, to the undersigned at the
address shown below or at a different address as may be indicated herein under
"Special Payment Instructions" as promptly as practicable after the Expiration
Date.
All authority conferred or agreed to be conferred by this Letter of
Transmittal shall survive the death, incapacity or dissolution of the
undersigned and every obligation of the undersigned under this Letter of
Transmittal shall be binding upon the undersigned's heirs, personal
representatives, successors and assigns.
27
The undersigned understands that tenders of Series A Notes pursuant to
the procedures described under the caption "The Exchange Offer - Procedures for
Tendering" in the Prospectus and in the instructions hereto will constitute a
binding agreement between the undersigned and the Company upon the terms and
subject to the conditions of the Exchange Offer.
Unless otherwise indicated under "Special Payment Instructions,"
please issue the certificates representing the Series B Notes issued in
exchange for the Series A Notes accepted for exchange and return any Series A
Notes not tendered or not exchanged in the name(s) of the undersigned.
Similarly, unless otherwise indicated under "Special Delivery Instructions,"
please send the certificates representing the Series B Notes issued in exchange
for the Series A Notes accepted for exchange and any certificates for Series A
Notes not tendered or not exchanged (and accompanying documents, as
appropriate) to the undersigned at the address shown below the undersigned's
signature(s). In the event that both "Special Payment Instructions" and
"Special Delivery Instructions" are completed, please issue the certificates
representing the Series B Notes issued in exchange for the Series A Notes
accepted for exchange and return any Series A Notes not tendered or not
exchanged in the name(s) of, and send said certificates to, the person(s) so
indicated. The undersigned recognizes that the Company has no obligation
pursuant to the "Special Payment Instructions" and "Special Delivery
Instructions" to transfer any Series A Notes from the name of the registered
Holder(s) thereof if the Company does not accept for exchange any of the Series
A Notes so tendered.
28
PLEASE SIGN HERE
(TO BE COMPLETED BY ALL TENDERING HOLDERS)
X ________________________________ _______________________________, 1998
X ________________________________ _______________________________, 1998
Signature(s) of Owner Date
Area code and Telephone Number ______________________________________________
If a Holder is tendering any Series A Notes, this Letter must be signed by the registered Holder(s) as the name(s)
appear(s) on the certificate(s) for the Series A Notes or by any person(s) authorized to become registered Holder(s) by
endorsements and documents transmitted herewith. If signature is by a trustee, executor, administrator, guardian,
officer or other person acting in a fiduciary or representative capacity, please set forth full title. See Instruction
4.
Name(s): __________________________________________________________________
__________________________________________________________________________
(Please Type or Print)
Capacity: __________________________________________________________________
Address: __________________________________________________________________
__________________________________________________________________________
(Including Zip Code)
SIGNATURE GUARANTEE
(IF REQUIRED BY INSTRUCTION 4)
Signature(s) Guaranteed by an Eligible Institution: _________________________________
(Authorized Signature)
__________________________________________________________________________
(Title)
__________________________________________________________________________
(Name and Firm)
Dated: _________________________________________________________, 1998
29
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER OF 9 3/4% SENIOR
NOTES DUE 2005,
SERIES B FOR ANY AND ALL OF THE 9 3/4% SENIOR NOTES DUE 2005,
SERIES A OF PACKAGED ICE, INC.
1. DELIVERY OF THIS LETTER AND NOTES; GUARANTEED DELIVERY PROCEDURES.
This letter is to be completed by Holders either if certificates are
to be forwarded herewith or if tenders are to be made pursuant to the
procedures for delivery by book-entry transfers set forth in "The Exchange
Offer--Book-Entry Transfer" section of the Prospectus and an Agent's Message is
not delivered. Tenders by book-entry transfer may also be made by delivering an
Agent's Message in lieu of this Letter of Transmittal. The term "Agent's
Message" means a message, transmitted by the Book-Entry Transfer Facility to
and received by the Exchange Agent and forming a part of a Book-Entry
Confirmation, which states that the Book-Entry Transfer Facility has received
an express acknowledgment from the tendering participant, which acknowledgment
states that such participant has received and agrees to be bound by, and makes
the representations and warranties contained in, the Letter of Transmittal and
that the Company may enforce the Letter of Transmittal against such
participant. Certificates for all physically tendered Series A Notes, or
Book-Entry confirmation, as the case may be, as well as a properly completed
and duly executed Letter (or manually signed facsimile hereof or Agent's
Message in lieu thereof) and any other documents required by this Letter, must
be received by the Exchange Agent at the address set forth herein on or prior
to the Expiration Date, or the tendering Holder must comply with the guaranteed
delivery procedures set forth below.
Holders whose certificates for Series A Notes are not immediately
available or who cannot deliver their certificates and all other required
documents to the Exchange Agent on or prior to the Expiration Date, or who
cannot complete the procedure for book-entry transfer on a timely basis, may
tender their Series A Notes pursuant to the guaranteed delivery procedures set
forth in "The Exchange Offer--Guaranteed Delivery Procedures" section of the
Prospectus. Pursuant to such procedures, (i) such tender must be made through
an Eligible Institution, (ii) prior to 5:00 P.M. New York City time on the
Expiration Date, the Exchange Agent must receive from such Eligible Institution
a properly completed and duly executed Letter (or facsimile thereof or Agent's
Message in lieu thereof) and Notice of Guaranteed Delivery, substantially in
the form provided by the Company (by telegram, telex, facsimile transmission,
mail or hand delivery), setting forth the name and address of the Holder of
Series A Notes and the amount of Series A Notes tendered, stating that the
tender is being made thereby and guaranteeing that within five business days
after the date of execution of the Notice of Guaranteed Delivery, the
certificates for all physically tendered Series A Notes, or a Book-Entry
Confirmation, and any other documents required by the Letter will be deposited
by the Eligible Institution with the Exchange Agent, and (iii) the certificates
for all physically tendered Series A Notes, in proper form for transfer, or
Book-Entry Confirmation, as the case may be, and all other documents required
by this Letter are received by the Exchange Agent within five business days
after the date of execution of the Notice of Guaranteed Delivery.
The method of delivery of this Letter, the Series A Notes and all
other required documents is at the election and risk of the tendering Holders,
but the delivery will be deemed made only when actually received or confirmed
by the Exchange Agent. If Series A Notes are sent by mail, it is suggested
that the mailing be made by overnight or hand delivery services sufficiently in
advance of the Expiration Date to permit delivery to the Exchange Agent prior
to 5:00 P.M., New York City time, on the Expiration Date, No Letter, Notice of
Guaranteed Delivery or Series A Notes should be sent to the Company.
All questions as to the validity, form, eligibility (including time of
receipt) and acceptance of tendered Series A Notes and withdrawal of tendered
Series A Notes will be determined by the Company in its sole discretion, which
determination will be final and binding. The Company reserves the right to
waive any defects or irregularities or conditions of tender as to the Exchange
Offer and/or particular Series A Notes. The Company's interpretation of the
terms and conditions of the Exchange Offer (including the instructions in this
Letter) shall be
30
final and binding on all parties. Unless waived, any defects or irregularities
in connection with tenders of Series A Notes must be cured within such time as
the Company shall determine. Neither the Company, the Exchange Agent nor any
other person shall be under any duty to give notification of defects or
irregularities with respect to tenders of Series A Notes, nor shall any of them
incur any liability for failure to give such notification. Tenders of Series A
Notes will not be deemed to have been made until such defects or irregularities
have been cured or waived. Any Series A Notes received by the Exchange Agent
that are not properly tendered and as to which the defects or irregularities
have not been cured or waived will be returned by the Exchange Agent to the
tendering Holders of Series A Notes, unless otherwise provided in this Letter,
as soon as practicable following the Expiration Date.
See "The Exchange Offer" section of the Prospectus.
2. TENDER BY HOLDER.
Only a Holder of Series A Notes may tender such Series A Notes in the
Exchange Offer. Any beneficial Holder of Series A Notes who is not the
registered Holder and who wishes to tender should arrange with the registered
Holder to execute and deliver this Letter on his or her behalf or must, prior
to completing and executing this Letter and delivering his or her Series A
Notes, either make appropriate arrangements to register ownership of the Series
A Notes in such Holder's name or obtain a properly completed bond power form
the registered Holder.
3. PARTIAL TENDERS (NOT APPLICABLE TO HOLDERS WHO TENDER BY BOOK-ENTRY
TRANSFER).
If less than all of the Series A Notes evidenced by a submitted
certificate are to be tendered, the tendering Holder(s) should fill in the
aggregate principal amount of Series A Notes to be tendered in the box above
entitled "Description of Series A Notes -- Principal Amount Tendered." A
reissued certificate representing the balance of nontendered Series A Notes
will be sent to such tendering Holder, unless otherwise provided in the
appropriate box on this Letter, promptly after the Expiration Date. ALL of the
Series A Notes delivered to the Exchange Agent will be deemed to have been
tendered unless otherwise indicated.
4. SIGNATURES ON THIS LETTER, BOND POWERS AND ENDORSEMENTS; GUARANTEE OF
SIGNATURES
If this Letter is signed by the registered Holder of the Series A
Notes tendered hereby, the signature must correspond exactly with the name as
written on the fact of the certificates without any change whatsoever.
If any tendered Series A Notes are owned by record by two or more
joint owners, all such owners must sign this letter.
If any tendered Series A Notes are registered in different names on
several certificates, it will be necessary to complete, sign and submit as many
separate copies of this Letter as there are different registrations of
certificates.
When this letter is signed by the registered Holder or Holders of the
Series A Notes specified herein and tendered hereby, no endorsements of
certificates or separate bond powers are required. If, however, the Series B
Notes are to be issued, or any untendered Series A Notes are to reissued, to a
person other than the registered Holder, then endorsements of any certificates
transmitted hereby or separate bond powers are required. Signature on such
certificate(s) must be guaranteed by an Eligible Institution.
If this letter is signed by a person other than the registered Holder
or Holders of any certificate specified herein, such certificate(s) must be
endorsed or accompanies by appropriate bond powers, in either case signed
exactly as the name or names of the registered Holder or Holders appear(s) on
the certificate(s) and signatures on such certificate(s) must be guaranteed by
an Eligible Institution.
If this Letter or any certificates or bond powers are signed by
trustees, executors, administrators, guardians, attorneys-in-fact, officers of
corporations or others acting in a fiduciary or representative capacity, such
persons should indicate when signing, and, unless waived by Company, proper
evidence satisfactory to the Company of their authority to so act must be
submitted.
31
Endorsements on certificates for Series A Notes or signatures on bond
powers required by this Instruction 4 must be guaranteed by a firm which is a
member of a registered national securities exchange or a member of the National
Association of Securities Dealers, Inc. or by a commercial bank or trust
company having an office or correspondent in the United States (an "Eligible
Institution").
Signatures on this Letter need not be guaranteed by an Eligible
Institution, provided the Series A Notes are tendered; (i) by a registered
Holder of Series A Notes (which term, for purposes of the Exchange Offer,
includes any participant in the Book-Entry Transfer Facility system whose name
appears on a security position listing as the Holder of such Series A Notes)
tendered who has not completed the box entitled "Special Issuance Instructions"
or "Special Delivery Instructions," on this Letter, or (ii) for the account of
an Eligible Institution.
5. SPECIAL ISSUANCE AND DELIVER INSTRUCTIONS.
Tendering Holders of Series A Notes should indicate in the applicable
box the name and address to which Series B Notes issues pursuant to the
Exchange Offer and/or substitute certificates evidencing Series A Notes not
exchanges are to be issued or sent, if different from the name or address of
the person signing this Letter. In the case of issuance in a different name,
the employer identification or social security number of the person named must
also be indicated. Noteholders tendering Series A Notes by book-entry transfer
may request that Series A Notes not exchanged be credited to such account
maintained at the Book-Entry Transfer Facility as such noteholder may designate
hereon. If no such instructions are given, such Series A Notes not exchanged
will be returned to the name or address of the person signing this Letter.
6. TRANSFER TAXES.
The Company will pay all transfer taxes, if any, applicable to the
transfer of Series A Notes to it or its order pursuant to the Exchange Offer.
If, however, Series B Notes and/or substitute Series A Notes are exchanged, are
to be delivered to, or are to be registered or issued in the name of any person
other than the registered Holder of the Series A Notes tendered hereby, or if
tendered Series A Notes are registered in the name of any person other than the
person signing this Letter, or if a transfer tax is imposed for any reason
other than the transfer of Series A Notes to the Company or its order pursuant
to the Exchange Offer, the amount of any such transfer taxes (whether imposed
on the registered Holder or any other persons) will be payable by the tendering
Holder. If satisfactory evidence of payments of such taxes or exemption
therefrom is not submitted herewith, the amount of such transfer taxes will be
billed directly to such tendering Holder.
Except as provided in this Instruction 6, it will not be necessary for
transfer tax stamps to be affixed to the Series A Notes specified in this
Letter.
7. WAIVER OF CONDITIONS.
The Company reserves the absolute right to amend, waive satisfaction
of or modify any or all conditions enumerated in the Prospectus.
8. NO CONDITIONAL TENDERS.
No alternative, conditional, irregular or contingent tenders will be
accepted. All tendering Holders of Series A Notes, by execution of this Letter
or an Agent's Message in lieu thereof, shall waive any right to receive notice
of the acceptance of their Series A Notes for exchange.
9. MUTILATED, LOST, STOLEN OR DESTROYED SERIES A NOTES.
Any Holder whose Series A Notes have been mutilated, lost, stolen or
destroyed should contact the Exchange Agent at the address indicated above for
further instructions.
32
10. REQUEST FOR ASSISTANCE OR ADDITIONAL COPIES.
Questions relating to the procedure for tendering, as well as requests
for additional copies of the Prospectus and this Letter, may be directed to the
Exchange Agent at the address and telephone number indicated above.
33
IMPORTANT TAX INFORMATION
Under Federal income tax laws, a registered Holder of Series A Notes
or Series B Notes is required to provide the Trustee (as payer) with such
Holder's correct Tax Identification Number ("TIN") on Substitute Form W-9 below
or otherwise establish a basis for exemption from backup withholding. If such
Holder is an individual, the TIN is his or her social security number. If the
Trustee is not provided with the correct TIN, a $50 penalty may be imposed by
the Internal Revenue Service, and payments made to such Holder with respect to
the Series A Notes or Series B Notes may be subject to backup withholding.
Certain Holders (including among others, all corporations and certain
foreign persons) are not subject to these backup withholding and reporting
requirements. Exempt Holders should indicate their exempt status on Substitute
Form W- 9. A foreign person may qualify as an exempt recipient by submitting
to the Trustee a properly completed Internal Revenue Service Form W-8, signed
under penalties of perjury, attesting to that Holder's exempt status. A Form
W-8 can be obtained from the Trustee.
If backup withholding applies, the Trustee is required to withhold 20%
of any payments made to the Holder or other payee. Backup withholding is not
an additional Federal income tax. Rather, the Federal income tax liability of
persons subject to backup withholding will be reduced by the amount of tax
withheld. If withholding results in an overpayment of taxes, a refund may be
obtained from the Internal Revenue Service.
PURPOSE OF SUBSTITUTE FORM W-9
To prevent backup withholding on payments made with respect to Series
A Notes or Series B Notes, the Holder is required to provide the Trustee with:
(i) the Holder's correct TIN by completing the form below, certifying that the
TIN provided on Substitute W-9 is correct (or that such Holder is awaiting a
TIN) and that (A) such Holder is exempt from backup withholding, (B) the Holder
has not been notified by the Internal Revenue Service that the Holder is
subject to backup withholding as a result of failure to report all interest or
dividends, or (C) Internal Revenue Service has notified the Holder that the
Holder is no longer subject to backup withholding; and (ii) if applicable, an
adequate basis for exemption.
34
PAYEE'S NAME:_________________________________________________
SUBSTITUTE PART 1--PLEASE PROVIDE YOUR TIN IN THE BOX AT
FORM W-9 RIGHT AND CERTIFY BY SIGNING AND DATING. __________________________
Social Security Number
DEPARTMENT OF THE or
TREASURY--INTERNAL __________________________
REVENUE SERVICE Employer Identification Number
PAYEE'S REQUEST FOR PART 2 Certification Under penalties of perjury, PART 3 -- Awaiting TIN
---------------------
TAXPAYER IDENTIFICATION I certify that:
NUMBER ("TIN")
(1) The number shown on this form is my correct
Taxpayer Identification Number (or I am
waiting for a number to be issued to me) and
(2) I am not subject to backup withholding
because (i) I am exempt from backup
withholding, (ii) I have not been notified
by the Internal Revenue Service ("IRS") that
I am subject to backup withholding as a
result of failure to report all interest or
dividends, or (iii) the IRS has notified me
that I am no longer subject to backup
withholding.
CERTIFICATE INSTRUCTIONS-- You must cross our Item (2) in Part 2 above if you have been
notified by the IRS that you are subject to backup withholding because of under
reporting interest or dividends on your tax return. However, if after being notified
by the IRS that you were subject to backup withholding you receive another
certification from the IRS stating that you are no longer subject to withholding, do
not cross out item (2).
SIGNATURE DATE , 1998
----------------------------------------------------------------
Name (Please Print)
NOTE: FAILURE TO COMPLETE THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 20% OF
ANY PAYMENTS MADE TO YOU UNDER THE SERIES A NOTES OR THE SERIES B NOTES
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE
IF YOU CHECKED THE BOX IN PART 3 OF SUBSTITUTE FORM W-9
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalty of perjury that a taxpayer identification number has
not been issued to me, and either (a) I have mailed or delivered an application
to receive a taxpayer identification number to the appropriate Internal Revenue
Service Center or Social Security Administration Office or (b) I intend to mail
or deliver an application in the near future. I understand that if I do not
provide a taxpayer identification number within 60 days, 20% of all reportable
payments made to me thereafter will be withheld until I provide a number.
___________________________________________
Signature Date _____________________________, 1998
___________________________________________
Name (Please Print)
35
PACKAGED ICE, INC.
OFFER TO EXCHANGE ITS
9 3/4% SENIOR NOTES DUE 2005, SERIES B
FOR
ANY AND ALL OF ITS 9 3/4% SENIOR NOTES DUE 2005, SERIES A
To Our Clients:
Enclosed for your consideration are a Prospectus, dated July 13, 1998
(the "Prospectus") and a Letter of Transmittal ("Letter of Transmittal")
relating to an offer (the "Exchange Offer") by Packaged Ice, Inc. (the
"Company") to exchange its 9 3/4% Senior Notes due 2005, Series B (the " Series
B Notes") for any and all of its 9 3/4% Senior Notes due 2005, Series A (the
"Series A Notes").
This material is being forwarded to you as the beneficial owner of
Series A Notes carried by us in your account but not registered in your name.
Accordingly, we request instructions as to whether you wish us to
tender any or all such Series A Notes held by us for your account pursuant to
the terms and conditions set forth in the enclosed Prospectus and Letters of
Transmittal. We urge you to read these documents carefully before conveying your
instructions to us.
Your instructions to us should be forwarded as promptly as possible in
order to permit us to tender your Series A Notes on your behalf in accordance
with the provisions of the Exchange Offer. The Exchange Offer will expire at
5:00 P.M., New York City time, on August 12, 1998, unless extended by the
Company (the "Expiration Date"). The Series A Notes tendered pursuant to the
Exchange Offer may be withdrawn at any time before the Expiration Date.
If you wish to have us tender any or all of your Series A Notes on your
behalf, please so instruct us by completing, executing, detaching and returning
to us the attached instruction form. The accompanying copy of the Letter of
Transmittal have been furnished to you for your information only and may not be
used by you to tender your Series A Notes for exchange.
The Exchange Offer is not being made to, nor will tenders be accepted
from Holders of Series A Notes in any jurisdiction in which making of the
Exchange Offer or acceptance thereof would not be in compliance with the laws of
such jurisdiction.
36
INSTRUCTIONS
The undersigned acknowledge(s) receipt of your letter and the enclosed
material referred to therein relating to the Exchange Offer with respect to
Series A Notes.
This will instruct you whether to tender the principal amount of the
Series A Notes indicated below held by you for the account of the undersigned
and/or consent to the amendments and waivers, pursuant to the terms and
conditions set forth in the Prospectus and the related Letters of Transmittal.
[Check the appropriate box.]
Box 1 [ ] Please TENDER $_______________________ principal amount of Series
A Notes held by you for my account on the Letter of Transmittal.
Box 2 [ ] Please do NOT TENDER any Series A Notes at this time.
Date:
-------------------------------------
- ------------------------------------------
Signature(s)
- ------------------------------------------
Please type or print name(s) here
Tenders of Series A Notes will be accepted only in principal amounts
equal to $1,000 or integral multiples thereof.
37
All authority herein conferred or agreed to be conferred shall survive
the death or incapacity of the undersigned and every obligation of the
undersigned hereunder shall be binding upon the heirs, personal representatives,
successors and assigns of the undersigned.
PLEASE SIGN HERE
X
------------------------------------------- ----------------
X
------------------------------------------- ----------------
Signature(s) of Owner(s) Date
or Authorized Signatory
Area Code and Telephone Number:
Must be signed by the Holder(s) of Series A Notes as their name(s)
appear(s) on certificates for Series A Notes or on a security position listing,
or by person(s) authorized to become registered Holder(s) by endorsement and
documents transmitted with this Notice of Guaranteed Delivery. If signature is
by a trustee, executor, administrator, guardian, attorney-in-fact, officer or
other person acting in fiduciary or representative capacity, such person must
set forth his or her full title below.
Please print name(s) and address(es)
Name(s):
------------------------------------------------------
------------------------------------------------------
------------------------------------------------------
------------------------------------------------------
Capacity:
------------------------------------------------------
------------------------------------------------------
Address(es)
------------------------------------------------------
------------------------------------------------------
------------------------------------------------------
------------------------------------------------------
38
NOTICE OF GUARANTEED DELIVERY FOR
PACKAGED ICE, INC.
This form or one substantially equivalent hereto must be used to accept
the Exchange Offer of Packaged Ice, Inc. (the "Company") made pursuant to the
Prospectus, dated July 13, 1998 (the "Prospectus"), if certificates for Series A
Notes of the Company are not immediately available or if the procedure for
book-entry transfer cannot be completed on a timely basis or time will not
permit all required documents to reach the Company prior to 5:00 P.M., New York
City time, on the Expiration Date of the Exchange Offer. Such form may be
delivered or transmitted by telegram, telex, facsimile transmission, mail or
hand delivery to U.S. Trust Company of Texas, N.A., (the "Exchange Agent") as
set forth below. In addition, in order to utilize the guaranteed delivery
procedure to tender Series A Notes pursuant to the Exchange Offer, a completed
signed and dated Letter of Transmittal (or facsimile thereof) must also be
received by the Exchange Agent prior to 5:00 P.M., New York City time, on the
Expiration Date. Capitalized terms not defined herein are defined in the
Prospectus.
By registered or certified mail:
United States Trust Company of Texas, N.A.
Post Office Box 841
Peter Cooper Station
New York, New York 10276-0841
By overnight delivery:
United States Trust Company of Texas, N.A.
Corporate Trust Municipal Operations
770 Broadway, 13th Floor
New York, New York 10003-9598
By hand delivery:
United States Trust Company of Texas, N.A.
Corporate Trust Municipal Operations
111 Broadway, Lower Level
New York, New York 10006
By Facsimile:
(212) 420-6504
Confirm by Telephone:
(800) 225-2398 - Customer Service
------------------------
Delivery of this Instrument to an address other than as set forth
above, or transmission of instructions via facsimile other than as set forth
above, will not constitute a valid delivery.
39
GUARANTEE
The undersigned, a member of a registered national securities exchange,
or a member of the National Association of Securities Dealers, Inc., or a
commercial bank or trust company having an office or correspondent in the United
States, hereby guarantees that the certificates representing the principal
amount at maturity of Series A Notes tendered hereby in proper form for
transfer, or timely confirmation of the book-entry transfer of such Series A
Notes into the Exchange Agent's account at The Depository Trust Company pursuant
to the procedures set forth in "The Exchange Offer - Guaranteed Delivery
Procedures" section of the Prospectus, together with a properly completed and
duly executed Letter of Transmittal (or a manually signed facsimile thereof)
with any required signature guarantee and any other documents required by the
Letter of Transmittal, will be received by the Exchange Agent at the address set
forth above, no later than five business days after the date of execution
hereof.
- ---------------------------------- ----------------------------------
Name of Firm Authorized Signature
- ---------------------------------- ----------------------------------
Address Title
Name:
- ---------------------------------- ----------------------------
Zip Code (Please Type or Print)
Area Code and Tel. No. Dated:
---------- ---------------------------
NOTE: DO NOT SEND CERTIFICATES FOR SERIES A NOTES WITH THIS FORM,
CERTIFICATES FOR SERIES A NOTES SHOULD BE SENT WITH YOUR LETTER OF
TRANSMITTAL.
40
Ladies and Gentlemen:
Upon the terms and conditions set forth in the Prospectus and the
accompanying Letter of Transmittal, the undersigned hereby tenders to the
Company the principal amount at maturity of Series A Notes set forth below,
pursuant to the guaranteed delivery procedure described in "The Exchange
Offer--Guaranteed Delivery Procedures" section of the Prospectus.
Principal Amount of Series A Notes Tendered:
$
-----------------------------
Certificate Nos. (if available):
- -------------------------------
If Series A Notes will be
Total Principal Amount Represented by Series delivered by book-entry transfer
A Notes Certificate(s): to The Depository Trust Company,
provide account number.
$ Account Number
------------------------------ ----------------
41
PACKAGED ICE, INC.
OFFER TO EXCHANGE ITS
9 3/4% SENIOR NOTES DUE 2005, SERIES B FOR
ANY AND ALL OF ITS 9 3/4% SENIOR NOTES DUE 2005, SERIES A
To: Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:
Packaged Ice, Inc.. (the "Company") is offering, upon and subject to
the terms and conditions set forth in the Prospectus, dated July 13, 1998 (the
"Prospectus"), and the enclosed Letter of Transmittal (the "Letter of
Transmittal"), to exchange (the "Exchange Offer") its 9 3/4% Senior Notes due
2005, Series B (the " Series B Notes") for any and all of its outstanding 9 3/4%
Senior Notes due 2005, Series A (the " Series A Notes"). The Exchange Offer is
being made in order to satisfy certain obligations of the Company contained in
the Registration Rights Agreement dated April 30, 1998, among the Company and
the other signatories thereto.
We are requesting that you contact your clients for whom you hold
Series A Notes regarding the Exchange Offer. For your information and for
forwarding to your clients for whom you hold Series A Notes registered in your
name or in the name of your nominee, or who hold Series A Notes registered in
their own names, we are enclosing the following documents:
1. Prospectus dated July 13, 1998;
2. The Letter of Transmittal for your use and for the information of
your clients;
3. A Notice of Guaranteed Delivery to be used to accept the Exchange
Offer if certificates for Series A Notes are not immediately available or time
will not permit all required documents to reach the Exchange Agent prior to the
Expiration date (as defined below) or if the procedure for book-entry transfers
cannot be completed on a timely basis;
4. A form of letter which may be sent to your clients for whose account
you hold Series A Notes registered in your name or the name of your nominee,
with space provided for obtaining such clients' instructions with regard to the
Exchange Offer; and
5. Return envelopes addressed to U.S. Trust Company of Texas, N.A., the
Exchange Agent for the Series A Notes.
Your prompt action is requested. The Exchange Offer will expire at 5:00
P.M., New York City time, on August 12, 1998, unless extended by the Company
(the "Expiration Date"). The Series A Notes tendered pursuant to the Exchange
Offer may be withdrawn at any time before the Expiration Date.
To participate in the Exchange Offer, a duly executed and properly
completed Letter of Transmittal (or facsimile thereof), with any required
signature guarantees and any other required documents, should be sent to the
Exchange Agent and certificates representing the Series A Notes should be
delivered to the Exchange Agent, all in accordance with the instructions set
forth in the Letter of Transmittal and the Prospectus.
42
If Holders of Series A Notes wish to tender, but it is impracticable
for them to forward their certificates for Series A Notes prior to the
expiration of the Exchange Offer or to comply with the book-entry transfer
procedures on a timely basis, a tender may be effect by following the guaranteed
delivery procedures described in the Prospectus under "The Exchange
Offer--Guaranteed Delivery Procedures."
The Company will upon request reimburse brokers, dealers, commercial
banks and trust companies for reasonable and necessary costs and expenses
incurred by them in forwarding the Prospectus and related documents to the
beneficial owners of Series A Notes held by me as nominee or in a fiduciary
capacity, the Company will pay or cause to be paid all stock transfer taxes
applicable to the exchange of Series A Notes pursuant to the Exchange Offer,
except as set forth in Instruction 6 of the Letter of Transmittal.
The terms of the Series B Notes and the Series A Notes are
substantially identical in all material respects, except that the Series B Notes
will not contain terms with respect to transfer restrictions.
Any inquiries you may have with respect to the Exchange Offer, or
requests for additional copies of the enclosed materials, should be directed to
U.S. Trust Company of Texas, N.A., the Exchange Agent for the Series A Notes, at
its address and telephone number set forth on the front of the Letter of
Transmittal.
Very truly yours,
Packaged Ice, Inc.
-----------------------------------
NOTHING HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY
PERSON AS AN AGENT OF THE COMPANY OR THE EXCHANGE AGENT, OR AUTHORIZE YOU OR ANY
OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENTS ON BEHALF OF EITHER OF
THEM WITH RESPECT TO THE EXCHANGE OFFER, EXCEPT FOR STATEMENTS EXPRESSLY MADE IN
THE PROSPECTUS OR THE LETTER OF TRANSMITTAL.
Enclosures