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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 22, 2005
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REDDY ICE HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
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Delaware 333-110442-04 56-2381368
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
8750 North Central Expressway, Suite 1800
Dallas, Texas 75231
(Address of principal executive offices)
Registrant's telephone number, including area code: (214) 526-6740
Not Applicable
(Former name or former address, if changed since last report)
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Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01. Entry into a Material Definitive Agreement.
On March 22, 2005, Reddy Ice Group, Inc. ("Reddy Ice"), a wholly-owned
subsidiary of Reddy Ice Holdings, Inc. ("Parent"), entered into a Dealer Manager
and Consent Solicitation Agreement (the "Agreement") with Credit Suisse First
Boston LLC ("CSFB"). The Agreement authorizes CSFB to act as dealer manager and
solicitation agent in connection with the announced tender offer and
solicitation described in Item 8.01 below for which Reddy Ice has agreed to pay
CSFB certain fees and expenses. CSFB and its affiliates have engaged in
investment banking and other commercial dealings in the ordinary course of
business with Reddy Ice and Parent and was an initial purchaser in Reddy Ice's
private placement of its 8 7/8% Senior Subordinated Notes due 2011 and for
Parent's private placement of its 10 1/2% Senior Discount Notes due 2012 for
which CSFB received customary fees. CSFB is also acting as an underwriter in
Parent's previously announced contemplated initial public offering of its common
stock and will receive customary fees with respect thereto.
Item 8.01. Other Events.
On March 23, 2005, Reddy Ice issued a press release announcing that it has
commenced a cash tender offer and consent solicitation for any and all of its
$152 million aggregate principal amount of 8 7/8% Senior Subordinated Notes due
2011. A copy of the press release is attached hereto as Exhibit 99.1, which is
incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
(99.1) Press release of Reddy Ice Group, Inc. dated March 23, 2005.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, each
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: March 24, 2005
REDDY ICE HOLDINGS, INC.
By: /s/ Steven J. Janusek
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Name: Steven J. Janusek
Title: Chief Financial and
Accounting Officer