As filed with the Securities and Exchange Commission on October 18, 2005
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________________________
REDDY ICE HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware 56-2381368
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
8750 North Central Expressway
Suite 1800
Dallas, Texas 75231
(Address of principal executive offices) (Zip Code)
Reddy Ice Holdings, Inc.
2005 Long-Term Incentive and
Share Award Plan and
Reddy Ice Holdings, Inc.
KEEP Program
Steven J. Janusek
Chief Financial Officer
Reddy Ice Holdings, Inc.
8750 North Central Expressway
Suite 1800
Dallas, Texas 75231
(Name and address of agent for service)
(214) 526-6740
(Telephone number, including area code, of agent for service)
______________________________
copy to:
Roger Meltzer, Esq.
John Papachristos, Esq.
Cahill Gordon & Reindel LLP
80 Pine Street
New York, New York 10005
(212) 701-3000
______________________________
CALCULATION OF REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------------------------
Title of Securities to be Amount to be Proposed Maximum Proposed Maximum Amount of
Registered (1) Registered Offering Price Per Share Aggregate Offering Price (2) Registration Fee
(2) (2)
- ----------------------------------------------------------------------------------------------------------------------------
Common Stock, par value 750,000 shares (3) $21.525 $16,143,750 $1,900
$0.01 per share
- ----------------------------------------------------------------------------------------------------------------------------
Common Stock, par value 25,817 shares (4) $18.50 $477,614.50 $56
$0.01 per share
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(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended, this
Registration Statement covers any additional securities to be offered or
issued from stock splits, stock dividends or similar transactions.
(2) Computed in accordance with Rule 457(c) and Rule 457(h) under the
Securities Act of 1933, as amended. With respect to shares to be offered
pursuant to the Reddy Ice Holdings, Inc. 2005 Long-Term Incentive and Share
Award Plan, determined by averaging the
high and low sales prices of the Registrant's common stock reported on the
New York Stock Exchange for October 17, 2005. With respect to shares issued
pursuant to the Reddy Ice Holdings, Inc. KEEP Program, determined by
reference to the initial public offering price on August 12, 2005.
(3) Represents 750,000 shares of Common Stock issuable pursuant to the Reddy
Ice Holdings, Inc. 2005 Long-Term Incentive and Share Award Plan.
(4) Represents 25,817 shares of Common Stock issued pursuant to the Reddy Ice
Holdings, Inc. KEEP Program.
EXPLANATORY NOTE
This registration statement on Form S-8 of Reddy Ice Holdings, Inc. (this
"Registration Statement") has been prepared in accordance with the requirements
of Form S-8 under the Securities Act of 1933, as amended (the "Securities Act"),
to register up to 750,000 shares of our common stock, par value $0.01 per share,
to be issued to participants in the Reddy Ice Holdings, Inc. Long Term Incentive
and Share Award Plan (the "Plan") and 25,817 shares of our common stock issued
to participants pursuant to the Reddy Ice Holdings, Inc. KEEP Program (the "KEEP
Program"), which includes the registration for reoffer and resale of:
o up to 750,000 shares of our common stock that may be acquired in the future
under this Registration Statement by participants in the Plan who are our
"affiliates" as such term is defined in Rule 405 under the Securities Act
of 1933, which shares constitute "control securities" as such term is
defined in General Instruction C.1(a) of Form S-8 under the Securities Act;
and
o 25,817 restricted shares of our common stock issued prior to the filing of
this Registration Statement to employees under our KEEP Program, which
shares constitute "restricted securities" as such term is defined in Rule
144(a)(3) under the Securities Act.
The materials that follow Part I and precede Part II of this Registration
Statement constitute a reoffer prospectus, prepared in accordance with the
requirements of Part I of Form S-3, in accordance with General Instruction C of
Form S-8. As specified in General Instruction C of Form S-8, the amount of
securities to be reoffered or resold under the reoffer prospectus by each
selling stockholder and any other person with whom he or she is acting in
concert for the purpose of selling our securities, may not exceed, during any
three-month period, the amount specified in Rule 144(e).
PART I
SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I of this
Registration Statement will be sent or given to participants in the Plan as
specified by Rule 428(b)(i) under the Securities Act. Such documents are not
required to be, and are not being, filed by Reddy Ice Holdings, Inc. with the
Securities and Exchange Commission (the "SEC"), either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424 under the Securities Act. Such documents, together with the documents
incorporated by reference herein pursuant to Item 3 of Part II of this
Registration Statement, constitute a prospectus that meets the requirements of
Section 10(a) of the Securities Act.
REOFFER PROSPECTUS
775,817 Shares
REDDY ICE HOLDINGS, INC.
COMMON STOCK
_____________________________
This prospectus covers the reoffer and resale by the selling stockholders of up
to 750,000 shares of our common stock that we may issue in the future to
participants in the Reddy Ice Holdings, Inc. Long Term Incentive and Share Award
Plan (the "Plan") and 25,817 shares of our common stock issued to participants
pursuant to the Reddy Ice Holdings, Inc. KEEP Program (the "KEEP Program"),
including
o 25,817 restricted shares of our common stock issued prior to the
filing of the registration statement of which this reoffer prospectus
is a part to employees under our KEEP Program, which shares constitute
"restricted securities" as such term is defined in Rule 144(a)(3)
under the Securities Act of 1933, as amended (the "Securities Act"),
and
o up to 750,000 shares of our common stock that may be acquired in the
future by participants in the Plan who are our "affiliates" as such
term is defined in Rule 405 under the Securities Act of 1933, which
shares constitute "control securities" as such term is defined in
General Instruction C.1(a) of Form S-8 under the Securities Act.
The shares of the selling stockholders may be offered from time to time through
public or private transactions at prevailing market prices, at prices related to
prevailing market prices or at privately negotiated prices. The amount of
securities to be offered or resold under this prospectus by each selling
stockholder or other person with whom he or she is acting in concert for the
purpose of selling our securities, may not exceed, during any three month
period, the amount specified in Rule 144(e) under the Securities Act.
Our common stock is traded on the New York Stock Exchange under the symbol
"FRZ." On October 17, 2005, the closing sale price as reported by the NYSE was
$21.44 per share.
Investing in our common stock involves risks. Risk Factors begin on page 4.
_____________________________
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
REGULATOR HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED WHETHER
THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
_____________________________
Our principal executive offices are located at 8750 North Central Expressway,
Suite 1800, Dallas, Texas 75231 and our telephone number is (214) 526-6740.
_____________________________
The date of this prospectus is October 18, 2005
TABLE OF CONTENTS
Page
FORWARD-LOOKING STATEMENTS...................................................1
PROSPECTUS SUMMARY...........................................................2
RISK FACTORS.................................................................4
USE OF PROCEEDS.............................................................13
SELLING STOCKHOLDERS........................................................14
PLAN OF DISTRIBUTION........................................................18
AVAILABLE INFORMATION.......................................................20
FORWARD-LOOKING STATEMENTS
This prospectus includes forward-looking statements. We believe the
expectations reflected in such forward-looking statements are accurate. However,
we cannot assure you that such expectations will occur. Forward-looking
statements often include words such as "may," "should," "expect," "intend,"
"estimate," "anticipate," "believe," "predict," "plan," "potential" and
"continue" and the negatives of these terms and variations of them or similar
terminology. The forward-looking statements in this prospectus include, but are
not limited to, statements under "Prospectus Summary," and "Risk Factors"
regarding our future financial condition, prospects, developments and business
strategies. These forward-looking statements involve known and unknown risks,
uncertainties and other factors that may cause our actual results, performance
or achievements to be materially different from future results expressed or
implied by the forward-looking statements. Factors you should consider that
could cause these differences are:
o general economic trends and seasonality;
o weather conditions;
o the ability of our subsidiaries to make distributions to us in amounts
sufficient to service our debt and other obligation;
o our substantial leverage and ability to service our debt and pay
dividends;
o the restrictive covenants under our indebtedness;
o the availability of capital sources;
o fluctuations in our operating costs, including in the prices of
electricity, fuel, polyethylene and other required expenses;
o competitive practices in the industry in which we compete;
o changes in labor conditions;
o our capital expenditure requirements;
o the risks associated with acquisitions and the failure to integrate
acquired businesses;
o technological changes and innovations;
o costs associated with potential product liability claims or
liabilities under environmental laws;
o legislative or regulatory requirements; and
o all the other factors described herein under "Risk Factors."
You should not unduly rely on these forward-looking statements as they
speak only as of the date of this prospectus. Except as required by law, we are
not obligated to publicly release any revisions to these forward-looking
statements to reflect events or circumstances occurring after the date of this
prospectus or to reflect the occurrence of unanticipated events. Important
factors that could cause our actual results to differ materially from our
expectations are discussed elsewhere in this prospectus.
PROSPECTUS SUMMARY
The following is a summary of information set forth throughout this
prospectus and should be read together with the more detailed information and
the financial statements and the related notes included elsewhere in this
prospectus. See "Risk Factors" for factors that you should consider and
"Forward-Looking Statements" for information relating to statements contained in
this prospectus that are not historical facts. In this prospectus, unless
otherwise noted, (1) the words "Company," "we," "our," "ours" and "us" refer to
Reddy Ice Group, Inc., formerly known as Packaged Ice, Inc. and its subsidiaries
for periods through August 14, 2003 and to Reddy Ice Holdings, Inc. and its
subsidiaries for periods subsequent to August 14, 2003, (2) "Reddy Group" refers
to Reddy Ice Group, Inc., formerly known as Packaged Ice, Inc., and not its
subsidiaries, and (3) "Reddy Holdings" refers to Reddy Ice Holdings, Inc. and
not its subsidiaries.
Our Company
We are the largest manufacturer and distributor of packaged ice in the
United States, serving approximately 82,000 customer locations in 31 states and
the District of Columbia under the Reddy Ice brand name. We believe our sales
are more than three times those of any other packaged ice supplier in the United
States. Our principal product is ice packaged in seven to fifty pound bags,
which we sell to a highly diversified customer base, including supermarkets,
mass merchants and convenience stores. In 2004, we sold the equivalent of over
484 million seven-pound bags of ice. Our products are primarily sold throughout
the southern United States (the "Sun Belt"), one of the most attractive regions
in the country for packaged ice sales due to warm weather, extended peak selling
seasons and favorable population growth patterns. Population growth is one of
the primary drivers for growth in demand for packaged ice, and we operate in 13
of the 15 fastest growing metropolitan areas in the United States. In addition,
our broad geographic reach helps insulate us from the impact of cool or rainy
weather in any particular region. No other manufacturer and distributor of
packaged ice in the United States has the geographic presence, infrastructure or
capacity necessary to meet the multi-state demands of customers in our markets.
Our business is characterized by consistent annual customer demand,
attractive margins and modest annual capital requirements. Based on our past
experience, retail consumer demand for packaged ice is relatively unaffected by
adverse economic conditions due to its low cost and the lack of readily
available substitutes. In 2004, we had revenues, net income and net income
available to common stockholders of $285.7 million, $16.6 million and $6.0
million, respectively. For the six months ended June 30, 2005, we had revenues
and a net loss of $132.4 million and $4.8 million, respectively.
We operate in two business segments: ice products and non-ice products and
operations. Ice products accounted for approximately 94% of our total revenues
in 2004. This segment consists of the traditional manufacture and delivery of
ice from a central point of production to the point of sale as well as sales
from The Ice Factory(R) machines, our proprietary equipment located in our
customers' high volume locations that produce, package and store ice through an
automated, self-contained process. In 2004, traditional ice manufacturing and
Ice Factory sales accounted for approximately 91% and 9% of our ice product
revenues, respectively. The majority of our sales are direct to supermarket
chains, convenience stores, mass merchants and other commercial customers. In
addition, a portion of our products is sold through distributors who deliver ice
to our customers on our behalf and who resell ice to their own customers.
Non-ice products and operations consist of refrigerated warehousing and the
manufacture and sale of bottled water.
We have built a strong and loyal customer base by providing a high level of
service and quality at competitive prices utilizing our extensive network of ice
manufacturing plants and distribution centers.
-2-
We have a diverse customer base and long-standing relationships with our
customers across all major retail channels as evidenced by our high retention
rates with prominent supermarkets, mass merchants and convenience stores such as
Albertson's, Circle-K, ExxonMobil, Food Lion, Kroger, 7-Eleven and Wal-Mart. Our
largest customer, Wal-Mart and Sam's Club on a combined basis, accounted for
approximately 10% of our revenues in 2004 and approximately 11% of our revenues
for the six months ended June 30, 2005. Most of our major customers, including
eighteen of our top twenty retail ice customers, have purchased ice from us and
our predecessor companies for over a decade. Within our markets we are the sole
supplier of packaged ice to the majority of our top twenty retail ice customers.
The percentage of our total revenues derived from and volume sold to national
and regional convenience and grocery store chains has grown over the last
several years as each of these retail channels has consolidated. We have
benefited from supplying these national and regional retailers as many of these
customers have grown at rates in excess of industry averages.
At June 30, 2005, we owned or operated 58 ice manufacturing facilities, 53
distribution centers, approximately 79,000 merchandisers (cold storage units
installed at customer locations), approximately 3,000 Ice Factories, five
refrigerated warehouses and one bottled water plant. As of the same date, we had
an aggregate daily ice manufacturing capacity of over 16,000 tons, the
equivalent of over 4.5 million seven-pound bags of ice. We acquired two
businesses in 2003 and 11 businesses in 2004.
Corporate Information
Reddy Ice Holdings, Inc. was incorporated on May 8, 2003. Our principal
executive offices are located at 8750 North Central Expressway, Suite 1800,
Dallas, Texas 75231 and our telephone number is (214) 526-6740. Our website
address is www.reddyice.com. Information contained in or connected to our
website is not deemed to be incorporated by reference into, and does not
otherwise constitute a part of, this prospectus.
Reddy Holdings' common stock is traded on the New York Stock Exchange under
the ticker symbol "FRZ".
-3-
RISK FACTORS
YOU SHOULD CAREFULLY CONSIDER THE RISKS DESCRIBED BELOW AS WELL AS THE
OTHER INFORMATION CONTAINED IN THIS PROSPECTUS BEFORE INVESTING IN OUR COMMON
STOCK. IF ANY OF THE FOLLOWING RISKS AND UNCERTAINTIES ACTUALLY OCCUR, OUR
BUSINESS, FINANCIAL CONDITION AND RESULTS OF OPERATIONS COULD BE MATERIALLY
ADVERSELY AFFECTED. IN SUCH CASE, YOU MAY LOSE ALL OR PART OF YOUR ORIGINAL
INVESTMENT.
Risks Relating to Our Dividend Policy
THE PAYMENT OF DIVIDENDS IS AT THE SOLE DISCRETION OF OUR BOARD OF DIRECTORS AND
THE REDUCTION OR ELIMINATION OF DIVIDENDS WOULD NEGATIVELY AFFECT THE MARKET
PRICE OF OUR COMMON STOCK.
We are not obligated to pay dividends on our common stock. The payment of
dividends is at the sole discretion of our board of directors and our board of
directors may decide to eliminate or reduce any dividends paid on our common
stock. Any reduction or elimination of dividends could cause the market price of
our common stock to decline and could further cause your shares of common stock
to become less liquid, which may result in losses by you.
EVEN IF OUR BOARD OF DIRECTORS DESIRES TO DECLARE AND PAY DIVIDENDS, WE MIGHT
NOT HAVE CASH IN THE FUTURE TO PAY DIVIDENDS IN THE INTENDED AMOUNTS OR AT ALL.
Our ability to pay dividends, and our board of directors' determination to
keep our dividend policy, will depend on numerous factors, including the
following:
o the state of our business, competition and changes in our industry;
o changes in the factors, assumptions and other considerations made by
our board of directors in reviewing and adopting our dividend policy;
o our future results of operations, financial condition, liquidity needs
and capital resources;
o our various expected cash needs, including cash interest and principal
payments on our indebtedness, capital expenditures, incremental costs
associated with being a public company and taxes; and
o potential sources of liquidity, including borrowing under our
revolving credit facility or possible asset sales.
Over time, our capital and other cash needs will invariably be subject to
uncertainties, which could affect whether we pay dividends and the level of any
dividends we may pay in the future. In addition, to the extent that we would
seek to raise additional cash from additional debt incurrence or equity security
issuances, we cannot assure you that such financing will be available on
reasonable terms or at all. Each of the factors listed above could negatively
affect our ability to pay dividends in accordance with our dividend policy or at
all.
OUR ABILITY TO PAY DIVIDENDS IS RESTRICTED BY AGREEMENTS GOVERNING OUR DEBT,
INCLUDING OUR CREDIT FACILITIES AND THE REDDY HOLDINGS INDENTURE, AND BY
DELAWARE LAW.
Our credit facilities and the Reddy Holdings indenture restrict our ability
to pay dividends.
-4-
Additionally, under the Delaware General Corporation Law, or DGCL, our
board of directors may not authorize payment of a dividend unless it is either
paid out of our surplus, as calculated in accordance with the DGCL, or if we do
not have a surplus, it is paid out of our net profits for the fiscal year in
which the dividend is declared and/or the preceding fiscal year.
If, as a result of these restrictions, we are required to reduce or
eliminate the payment of dividends, a decline in the market price or liquidity,
or both, of our common stock could result. This may in turn result in losses by
you.
OUR DIVIDEND POLICY MAY LIMIT OUR ABILITY TO PURSUE GROWTH OPPORTUNITIES, WHICH
MAY HARM OUR COMPETITIVE POSITION AND CAUSE THE MARKET PRICE OF OUR COMMON STOCK
TO DECLINE.
If we continue paying dividends, we may not retain a sufficient amount of
cash to consummate acquisitions, and may need to seek financing to fund a
material expansion of our business, including any significant acquisitions or to
pursue growth opportunities requiring capital expenditures significantly beyond
our current expectations. The risks relating to funding any dividends, or other
cash needs as a result of paying dividends, are summarized in the preceding risk
factors. If we are unable to take timely advantage of growth opportunities, our
future financial condition and competitive position may be harmed, which in turn
may adversely affect the market price of our common stock.
Risks Relating to Our Business
WE HAVE A SUBSTANTIAL AMOUNT OF INDEBTEDNESS, WHICH MAY REDUCE OUR CASH FLOW AND
IMPEDE OUR ABILITY TO PAY DIVIDENDS ON OUR COMMON STOCK, REMAIN IN COMPLIANCE
WITH DEBT COVENANTS, MAKE PAYMENTS ON OUR INDEBTEDNESS AND OPERATE OUR BUSINESS.
As of June 30, 2005, on a pro forma basis after giving effect to our
initial public offering, we would have had outstanding indebtedness of
approximately $378.5 million, which would have represented approximately 68% of
our total consolidated capitalization. As of June 30, 2005, on a pro forma basis
after giving effect to our initial public offering, we also would have had
availability of $23.6 million (which would have been net of borrowings of $30.7
million under our revolving credit facility and standby letters of credit of
approximately $5.7 million) under our revolving credit facility.
Our substantial indebtedness could have important consequences. For
example, it could:
o make it more difficult for us to comply with the terms of our
outstanding debt;
o require us to dedicate a substantial portion of our cash flow to pay
principal and interest on our debt, thus making it more difficult for
us to pay dividends on our common stock;
o make us more vulnerable to, and reduce our flexibility in planning
for, changes in general economic, industry and competitive conditions;
o limit our ability to borrow additional amounts for working capital,
capital expenditures, acquisitions, debt service requirements,
execution of our strategy, or other purposes; and
o place us at a disadvantage compared to our competitors with less debt.
-5-
Any of the above listed factors could make us more vulnerable to defaults
and place us at a competitive disadvantage, therefore making an investment in
our common stock less attractive when compared to other investments. Further, if
we do not have sufficient earnings to service our debt, we would need to
refinance all or part of our existing debt, sell assets, borrow more money or
sell securities, none of which we can guarantee we will be able to do on
commercially reasonable terms or at all.
WE COULD INCUR MORE INDEBTEDNESS, WHICH MAY INCREASE THE RISKS ASSOCIATED WITH
OUR SUBSTANTIAL LEVERAGE, INCLUDING OUR ABILITY TO SERVICE OUR INDEBTEDNESS AND
PAY DIVIDENDS ON OUR COMMON STOCK.
The indenture (the "Reddy Holdings indenture") governing our 10 1/2% senior
discount notes due 2012 (the "Reddy Holdings notes"), and our credit facilities
permit us, under certain circumstances, to incur a significant amount of
additional indebtedness. For example, our credit facilities allow us to incur up
to an additional $80.0 million of incremental term loans under our credit
facilities, subject to certain conditions. In addition, we may incur additional
indebtedness through our revolving credit facility. If we incur additional debt,
the risks associated with our substantial leverage, including our ability to
service our debt and pay dividends on our common stock, would increase. This, in
turn, could negatively affect the market price of our common stock.
THE TERMS OF OUR CREDIT FACILITIES AND THE REDDY HOLDINGS INDENTURE MAY RESTRICT
OUR CURRENT AND FUTURE OPERATIONS, PARTICULARLY OUR ABILITY TO RESPOND TO
CHANGES IN OUR BUSINESS OR TO TAKE CERTAIN ACTIONS.
Our credit facilities and the Reddy Holdings indenture contain, and any
future indebtedness of ours would likely contain, a number of financial and
other restrictive covenants that impose significant operating and financial
restrictions on us, including restrictions that may limit our ability to engage
in acts that may be in our best long-term interests.
The operating and financial restrictions and covenants in our existing and
future debt agreements may adversely affect our ability to finance future
operations or capital needs or to engage in other business activities. A breach
of any of the restrictive covenants in our credit facilities could result in a
default under such facilities. If any such default occurs, the lenders may elect
to declare all obligations under our credit facilities to be immediately due and
payable, enforce their security interest or require us to apply all of our
available cash to repay these borrowings, any of which would result in an event
of default under the Reddy Holdings notes. If the debt under our credit
facilities or the Reddy Holdings notes were to be accelerated, our business
operations would be interrupted, which would adversely affect the market price
of our common stock.
THE SEASONAL NATURE OF THE ICE BUSINESS RESULTS IN LOSSES AND LOWER PROFIT
MARGINS IN THE FIRST AND FOURTH QUARTERS OF THE YEAR.
We experience significant seasonal fluctuations in our net sales and
profitability. We make a disproportionate amount of our sales in the second and
third calendar quarters when the weather is generally warmer, which results in
an increased demand for ice. We also earn our net income during these same
periods. As a result of seasonal revenue declines and the lack of a
corresponding decrease in expenses, we experience net losses and materially
lower profit margins during the first and fourth calendar quarters. Variations
in demand could have a material adverse effect on the timing of our cash flows
and therefore limit our ability to timely service our obligations with respect
to our indebtedness and to pay dividends. In addition, because our operating
results depend significantly on sales during the second and third calendar
quarters, our results of operations may fluctuate significantly if the weather
during these periods is cool or rainy.
-6-
WEATHER CONDITIONS AND WEATHER EVENTS CAN DECREASE OUR SALES OR INCREASE OUR
EXPENSES.
Cool or rainy weather can decrease sales, while extremely hot weather may
increase our expenses, each resulting in a negative impact on our operating
results and cash flow. Ice consumers demand ice for a variety of reasons, but
many of them buy ice in connection with outdoor related activities, both
commercial and recreational. As a result, demand for ice increases during
periods of warm, sunny weather, and conversely, demand decreases during periods
of cool, rainy weather. During extended periods of cool or rainy weather on a
national basis, our revenues and resulting net income may substantially decline.
Also, hot weather does not necessarily result in greater net income. During
extended periods of hot weather, our profits and cash flow may decline because
of an increase in expenses in response to excess demand. We may have to
transport ice from one plant to another and, in some cases, purchase ice from
third party sources and transport it to a specific market to meet this excess
demand, resulting in higher expenses and inconsistent service and product
quality Finally, although extreme weather events such as hurricanes can cause an
increase in volume sales, those sales are not necessarily profitable due to
added costs and disruptions to our normal service and distribution routes.
OUR FAILURE TO SUCCESSFULLY COMPETE IN OUR MARKETS, RETAIN EXISTING CUSTOMERS
AND OBTAIN NEW CUSTOMERS COULD LIMIT OUR PROSPECTS AND CAUSE US TO LOSE MARKET
SHARE.
Our businesses are highly competitive. We have many competitors in each of
our geographic markets offering similar products and services. Competition in
our businesses is based primarily on service, quality and price. We could lose
market share if we fail to successfully compete against our competitors in any
of these areas, if our existing competitors expand their capacity, if new
entrants successfully penetrate our markets, if we fail to adequately serve our
existing base of customers, or if our larger grocery or convenience store
customers decide to manufacture their own ice rather than purchase our products.
INCREASES IN THE PRICES OF ELECTRICITY, CERTAIN RAW MATERIALS, INSURANCE AND
OTHER REQUIRED EXPENSES COULD, IF WE CANNOT PASS THOSE PRICE INCREASES ALONG TO
OUR CUSTOMERS, HAVE AN ADVERSE EFFECT ON OUR RESULTS OF OPERATIONS.
We use substantial amounts of electricity in connection with our
manufacturing process, fuel to operate the refrigerated trucks for ice delivery
and polyethylene, which is the primary raw material used to manufacture the bags
we use to package our ice. We also carry general liability, workers
compensation, health and vehicle insurance. We have already experienced
increases in fuel costs, bag costs and insurance costs and may experience
further increases in the future. If the prices for these items or other expenses
increase beyond the amounts that we are able to pass along to our customers, our
profits and our operating cash flow would decrease.
OUR ACQUISITIONS MAY NOT BE SUCCESSFULLY INTEGRATED AND COULD CAUSE UNEXPECTED
FINANCIAL OR OPERATIONAL DIFFICULTIES.
In 2004, we completed 11 acquisitions. We anticipate that we may, from time
to time, selectively acquire additional businesses, assets or securities of
companies that we believe would provide a strategic fit with our business.
Acquisitions are also accompanied by risks, such as potential exposure to
unknown liabilities of acquired companies and the possible loss of key employees
and customers of the acquired business. Further, acquisitions are subject to
risks associated with the difficulty and expense of integrating the operations
and personnel of the acquired companies, the potential disruption to our
business and the diversion of management time and attention, any of which could
increase the costs of operating our business, negate the expected benefits of
the acquisitions or result in the loss of customers.
-7-
WE COULD INCUR SUBSTANTIAL COSTS AS A RESULT OF VIOLATIONS OF OR LIABILITIES
UNDER ENVIRONMENTAL LAWS.
Our ice manufacturing and cold storage operations are subject to a wide
range of environmental laws and regulations governing, among other things, air
emissions, wastewater discharges, the use, management and disposal of hazardous
and non-hazardous materials and wastes and the cleanup of contamination.
Noncompliance with such laws and regulations, or incidents resulting in
environmental releases, could cause us to incur substantial costs, including
cleanup costs, fines and penalties, third party claims for personal injury,
investments to retrofit or upgrade our facilities and programs, or curtailment
of our operations. For example, our ice manufacturing and cold storage
operations use refrigerants such as ammonia and freon. Some of our facilities
may not be in compliance with certain freon refrigerant requirements, such as
leak detection and repair, recordkeeping or reporting. In addition, the market
price of freon is rising as a result of phase-outs under federal laws, which
could significantly increase our operating costs in the future if we are not
able to obtain approved substitutes. From time to time, our use of ammonia has
resulted in releases that have temporarily disrupted our manufacturing
operations and resulted in lawsuits or administrative penalties. For example, we
are currently in the process of settling litigation resulting from an ammonia
release in June 2001 at our Baton Rouge, Louisiana facility.
Material violations of, or liabilities under, environmental laws may
require us to incur substantial costs which could reduce our profits, or to
divert resources from ongoing environmental programs and improvements, which
could delay our efforts to integrate acquisitions and upgrade our operations, or
expose us to risk of further environmental liability.
OUR BUSINESS COULD BE DISRUPTED OR WE COULD INCUR SUBSTANTIAL COSTS BECAUSE OF
GOVERNMENT LAWS AND REGULATIONS.
We are subject to various federal, state and local laws relating to many
aspects of our business, including labeling, sanitation, health and safety and
manufacturing processes. We cannot predict the types of government regulations
that may be enacted in the future by the various levels of government or how
existing or future laws or regulations will be interpreted or enforced. The
enactment of more stringent laws or regulations or a stricter interpretation of
existing laws and regulations may cause a disruption in our operations or
require additional expenditures by us, some of which could be material. We may
incur material costs and liabilities in order to comply with any such laws and
regulations and such costs and liabilities may result in substantial expenses to
us and could divert management's time and attention.
IF WE ARE UNABLE TO RETAIN SENIOR EXECUTIVES AND ATTRACT AND RETAIN OTHER
QUALIFIED EMPLOYEES, OUR BUSINESS MIGHT BE ADVERSELY AFFECTED.
Our success depends in part on our ability to attract, hire, train and
retain qualified managerial, sales and marketing personnel. Competition for
these types of personnel is high. We may be unsuccessful in attracting and
retaining the personnel we require to conduct our operations successfully. Our
success also depends to a significant extent on the continued service and
performance of our senior management team and in particular on the continued
service of William P Brick, our Chairman and Chief Executive Officer, and Jimmy
C. Weaver, our President and Chief Operating Officer. In addition, we do not
carry "key man" life insurance. Our inability to successfully attract and retain
personnel or the loss of any member of our senior management team could impair
our ability to execute our business plan.
-8-
ACCIDENTS INVOLVING OUR PRODUCTS AND EQUIPMENT COULD EXPOSE US TO INCREASED
COSTS AS A RESULT OF PRODUCT LIABILITY CLAIMS.
We are subject to a risk of product liability claims and adverse publicity
if a consumer is or claims to be harmed while using our products or equipment.
Any such claim may result in negative publicity, loss of revenues or higher
costs associated with litigation.
We currently carry product liability insurance. However, this insurance may
be insufficient to pay for all or a large part of these losses. If our insurance
does not adequately cover these losses, our results of operations and cash flow
would decrease and such a decrease could be material.
WE MAY LOSE CUSTOMERS' BUSINESS TO COMPETITORS AS A RESULT OF OUR LIMITED
INTELLECTUAL PROPERTY PROTECTION, INCLUDING ON THE ICE FACTORY(R).
As the sole major ice supplier using an on-site production and delivery
system at our customers' retail locations, we have enjoyed a competitive
advantage over our competitors. Our proprietary Ice Factory system is preferred
by certain of our high volume customers to traditional ice delivery and gives us
more flexibility during peak seasons. Competitors sometimes test machines
similar to The Ice Factory. If any of our competitors are successful with the
rollout of a competing system, we could lose business to these companies, which
would result in decreased cash flows and results of operations.
It is also our practice to protect certain of our proprietary materials and
processes by relying on trade secrets laws and nondisclosure and confidentiality
agreements. Confidentiality or trade secrets may not be maintained and others
may independently develop or obtain access to such materials or processes, which
could adversely affect our competitive position and ability to differentiate our
products and services from our competitors' offerings.
LIMITATIONS ON OUR ABILITY TO UTILIZE OUR TAX ASSETS BEFORE THEY EXPIRE MAY
NEGATIVELY AFFECT FINANCIAL RESULTS AND THE ABILITY TO PAY DIVIDENDS TO YOU.
As of December 31, 2004, we had net operating loss carry-forwards for U.S.
federal income tax purposes of approximately $109 million, of which
approximately $86 million was attributable to the Predecessor. There are annual
limitations on the utilization of the net operating loss carry-forwards
generated by the Predecessor due to changes in ownership on and prior to August
15, 2003. We cannot assure you that we will be able to utilize our tax assets.
Further, since at the closing of our initial public offering our existing equity
investors ceased to own a majority of our common stock, new limitations apply to
the approximately $23 million of net operating loss carry-forwards that were not
generated by the Predecessor and additional limitations apply to the net
operating loss carry-forwards generated by the Predecessor. If we are not able
to utilize our tax assets in the manner or in the timeframe we anticipate, our
future after-tax cash flow available for payment of dividends on our common
stock will be reduced.
ANY SIGNIFICANT REDUCTION IN GOODWILL AND OTHER INTANGIBLE ASSETS WOULD HAVE AN
ADVERSE EFFECT ON THE VALUE OF OUR BUSINESS.
Our acquisitions have resulted in significant amounts of goodwill and other
intangible assets. Goodwill, which relates to the excess of cost over the fair
value of the net assets of the businesses acquired, and intangible assets
totaled approximately $304.2 million at June 30, 2005, representing
approximately 50% of our total assets. In the future, goodwill and intangible
assets may increase as a result of future acquisitions. Goodwill and intangible
assets are reviewed at least annually for impairment. Impairment may result
from, among other things, deterioration in the performance of acquired
businesses, adverse market conditions, adverse changes in applicable laws or
regulations, including changes that re-
-9-
strict the activities of the acquired business, and a variety of other
circumstances. During the six months ended June 30, 2005 we recorded a non-cash
impairment charge of $5.7 million to the goodwill in the cold storage portion of
our non-ice products and operations business segment as a result of a
significant reduction in cold storage sales volumes related to a particular
customer. The amount of this and any future impairment must be charged to
earnings. Any future determination requiring the write-off of a significant
portion of the goodwill and intangible assets recorded on our balance sheet
would have an adverse effect on the value of our business.
WE ARE SUBJECT TO ADDITIONAL REGULATIONS AS A RESULT OF BEING A PUBLIC COMPANY,
WHICH WILL RESULT IN A GREATER BURDEN ON OUR MANAGEMENT RESOURCES AND INCREASED
COSTS.
As a public company with listed equity securities, we are required to
comply with new laws, regulations and requirements, certain additional
provisions of the Sarbanes-Oxley Act of 2002, related Securities and Exchange
Commission ("SEC") regulations and requirements of the New York Stock Exchange
that we did not need to comply with as a private company. Preparing to comply
and complying with new statutes, regulations and requirements will occupy a
significant amount of the time of our board of directors, management and our
officers, will increase our costs and expenses and may divert management's
attention from other business concerns. We will need to:
o create or expand the roles and duties of our board of directors, our
hoard committees and management;
o institute a more comprehensive compliance function;
o establish new internal policies, such as those relating to disclosure
controls and procedures and insider trading;
o involve and retain to a greater degree outside counsel and accountants
in the above activities; and
o enhance our investor relations function.
OUR STATUS AS A PUBLIC COMPANY MAY INCREASE OUR INSURANCE COSTS AND MAKE IT MORE
DIFFICULT FOR US TO ATTRACT AND RETAIN QUALIFIED OFFICERS AND DIRECTORS.
We expect that being a public company will make it more expensive for us to
obtain director and officer liability insurance due to potentially greater
personal liability faced by public company officers and directors. We may be
required to accept reduced coverage or incur substantially higher costs to
obtain coverage. These factors could also make it more difficult for us to
attract and retain qualified members of our management and board of directors,
particularly to serve on our audit committee, and qualified executive officers.
WE WILL BE EXPOSED TO RISKS RELATING TO EVALUATIONS OF OUR INTERNAL CONTROLS
OVER FINANCIAL REPORTING AS REQUIRED BY SECTION 404 OF THE SARBANES-OXLEY ACT OF
2002, WHICH COULD CAUSE THE MARKET PRICE OF OUR COMMON STOCK TO DECLINE.
We are in the process of evaluating our internal controls systems to allow
management to report on, and our independent auditors to attest to, our internal
controls over financial reporting. We will be performing the system and process
evaluation and testing (and any necessary remediation) required to comply with
the management certification and auditor attestation requirements of Section 404
of the Sar-
-10-
banes-Oxley Act of 2002. While we anticipate being able to fully implement the
requirements relating to internal controls and all other aspects of Section 404
by our December 31, 2006 deadline, we cannot be certain as to the timing of
completion of our evaluation, testing and remediation actions or the impact of
the same on our operations. If we are not able to implement the requirements of
Section 404 in a timely manner or with adequate compliance, we might be subject
to sanctions or investigation by regulatory authorities, such as the SEC or the
New York Stock Exchange. Any such action could increase expenses, divert
management's attention or lower investors' confidence in our company, which
could cause the market price of our common stock to decline. In addition, our
controls and procedures may not comply with all of the relevant rules and
regulations of the SEC and the New York Stock Exchange. If we fail to develop
and maintain effective controls and procedures, we may be unable to provide
financial information in a timely and reliable manner.
Risks Relating to Our Common Stock
IF OUR SHARE PRICE IS VOLATILE, WE MAY BE THE TARGET OF SECURITIES LITIGATION,
WHICH IS COSTLY AND TIME-CONSUMING TO DEFEND.
In the past, following periods of market volatility in the price of a
company's securities, security holders have often instituted class action
litigation. If the market value of our common stock experiences adverse
fluctuations and we become involved in this type of litigation, regardless of
the outcome, we could incur substantial legal costs and our management's
attention could be diverted from the operation of our business, causing our
business to suffer.
WE ARE A HOLDING COMPANY WITH NO OPERATIONS, AND UNLESS WE RECEIVE DIVIDENDS,
DISTRIBUTIONS, ADVANCES, TRANSFERS OF FUNDS OR OTHER PAYMENTS FROM OUR
SUBSIDIARIES, WE WILL BE UNABLE TO PAY DIVIDENDS ON OUR COMMON STOCK AND MEET
OUR DEBT SERVICE AND OTHER OBLIGATIONS.
We are a holding company and conduct all of our operations through our
subsidiaries. We do not have, apart from our ownership of Reddy Group, any
independent operations. As a result, we will rely on dividends and other
payments or distributions from Reddy Group and our other subsidiaries to pay
dividends on our common stock and meet our debt service and other obligations.
The ability of Reddy Group and our other subsidiaries to pay dividends or make
other payments or distributions to us will depend on our operating results and
may be restricted by, among other things, the covenants that are contained in
our credit facilities and the covenants of any future outstanding indebtedness
we or our subsidiaries incur.
In addition, because we are a holding company, your claims as stockholders
will be structurally subordinated to all existing and future liabilities and
obligations (whether or not for borrowed money) of our subsidiaries, including
obligations under our credit facilities. Therefore, in the event of our
bankruptcy, liquidation or reorganization, our assets and those of our
subsidiaries will be able to satisfy the claims of our stockholders only after
all of our and our subsidiaries' liabilities and obligations have been paid in
full.
OUR SPONSORS MAY HAVE SIGNIFICANT INFLUENCE ON OUR COMPANY, INCLUDING CONTROL
OVER DECISIONS THAT REQUIRE THE APPROVAL OF EQUITYHOLDERS, WHETHER OR NOT SUCH
DECISIONS ARE BELIEVED BY THE OTHER EQUITYHOLDERS TO BE IN THEIR OWN BEST
INTERESTS.
After the consummation of our initial public offering, affiliates of
Trimaran Fund Management, L.L.C., or Trimaran, and Bear Stearns Merchant
Banking, or BSMB, which we refer to collectively as our sponsors, continue to
beneficially own approximately 40% of our common stock. Accordingly, in the
event that our sponsors decide to act in concert, so long as our sponsors
continue to own a significant percentage of our common stock they would have the
collective ability to significantly influence or effec-
-11-
tively control the outcomes of various matters requiring stockholder approval,
including the nomination and election of directors, the determination of our
corporate and management policies and the determination of the terms of and
outcome of any corporate transaction or other matter submitted to our
stockholders for approval, including potential mergers or acquisitions, asset
sales and other significant corporate transactions.
PROVISIONS OF OUR CHARTER DOCUMENTS AND THE DELAWARE GENERAL CORPORATION LAW MAY
INHIBIT A TAKEOVER, WHICH COULD NEGATIVELY AFFECT OUR STOCK PRICE.
Provisions of our charter documents and the General Corporation Law of
Delaware, the state in which we are incorporated, could discourage potential
acquisition proposals or make it more difficult for a third party to acquire
control of our company, even if doing so might be beneficial to our
stockholders. Our amended and restated certificate of incorporation and by-laws
provide for various procedural and other requirements that could make it more
difficult for stockholders to effect certain corporate actions. For example, our
amended and restated certificate of incorporation authorizes our board of
directors to determine the rights, preferences, privileges and restrictions of
unissued series of preferred stock without any vote or action by our
stockholders. Our board of directors could therefore authorize and issue shares
of preferred stock with voting or conversion rights that could dilute the voting
power or diminish other rights of holders of our common stock. Additional
provisions are included in our amended and restated certificate of incorporation
and by-laws which could make it more difficult for stockholders to effect
certain corporate actions, including:
o the sole power of a majority of the board of directors to fix the
number of directors and to fill any vacancy on the board of directors;
o requirements for advance notification of stockholder nominations and
proposals; and
o the inability of stockholders to act by written consent and
restrictions on the ability of stockholders to call special meetings.
These provisions may discourage acquisition proposals and may make it more
difficult or expensive for a third party to acquire a majority of our
outstanding voting stock or may delay, prevent or deter a merger, acquisition,
tender offer or proxy contest, which may negatively affect our stock price.
-12-
USE OF PROCEEDS
The selling stockholders or their transferees will pay any underwriting
discounts and commissions and expenses for brokerage, accounting, tax or legal
services or any other expenses incurred in disposing of the shares. We will bear
all other costs, fees and expenses incurred in effecting the registration of the
shares covered by this prospectus, including, without limitation, all
registration and filing fees, NYSE listing fees, fees and expenses of our
counsel, fees and expenses of our accountants, and blue sky fees and expenses.
The proceeds from the sale of the common stock offered under this prospectus are
solely for the account of the selling stockholders. We will not receive any of
the proceeds from any sale of shares by the selling stockholders.
-13-
SELLING STOCKHOLDERS
The selling stockholders currently own 25,817 of the 775,817 shares of our
common stock registered under the registration statement of which this
prospectus is a part. Offers and sales by the selling stockholders of these
currently owned shares are covered by this prospectus. In addition, up to
750,000 shares of our common stock that we may issue in the future to
participants in the Plan are being registered under the registration statement
of which this prospectus is a part. Offers and sales by selling stockholders of
any such shares issued in the future to participants in the Plan who are our
"affiliates" (as such term is defined in Rule 405 under the Securities Act) are
also covered by this prospectus.
The selling stockholders are our current and future officers, directors,
employees and consultants who have received shares under our KEEP Program or
will in the future receive shares of our common stock under the Plan. The
selling stockholders may from time to time resell all, a portion, or none of the
shares of our common stock covered by this prospectus. The following table sets
forth information as of October 1, 2005 with respect to the beneficial ownership
of our common stock by each selling stockholder whose identity is known as of
the date of this prospectus and the number of shares of our common stock held by
such selling stockholder as of the date of this prospectus that are covered by
this prospectus. Except as otherwise noted in the footnotes below, the address
for each executive officer, director and employee listed below is c/o Reddy Ice
Holdings, Inc. at 8750 North Central Expressway, Suite 1800, Dallas, Texas
75231.
Percentage of
Common Stock
Number of Shares Beneficially
Owned as of the Owned After All
Number of Shares Date of this Currently Owned
Beneficially Prospectus that Shares Covered
Owned Prior to May be Offered Number of Shares by this
Sales Under this under this Covered by this Prospectus are
Name of Selling Stockholder Prospectus Prospectus Prospectus(1) Resold
Executive Officers and Directors:
Beth L. Bronner 5,036(2) -- (1) *
Director
Phillip M. Carpenter III -- -- (1) *
Director
Robert J. Fioretti -- -- (1) *
Director
Andrew R. Heyer(3) 4,337,194 -- (1) 20.0
Director
David E. King -- -- (1) *
Director
Douglas R. Korn -- -- (1) *
Director
-14-
Common Stock
Number of Shares Beneficially
Owned as of the Owned After All
Number of Shares Date of this Currently Owned
Beneficially Prospectus that Shares Covered
Owned Prior to May be Offered Number of Shares by this
Sales Under this under this Covered by this Prospectus are
Name of Selling Stockholder Prospectus Prospectus Prospectus(1) Resold
Tracy L. Noll 22,286(4) -- (1) *
Director
William P. Phoenix -- -- (1) *
Director
Robert N. Verdecchio -- -- (1) *
Director
William P. Brick 262,824(5) -- (1) 1.2
Chairman of the Board of Directors
and Chief Executive Officer
Jimmy C. Weaver 263,957(6) -- (1) 1.2
President, Chief Operating Officer
and Director
Steven J. Janusek 118,508(7) -- (1) *
Executive Vice President, Chief
Financial Officer and Secretary
Ben D. Key 60,420(8) -- (1) *
Senior Vice President--Sales
Graham D. Davis 98,256(9) -- (1) *
Senior Vice President--Central
Operations
Thomas L. Dann 44,969(10) -- (1) *
Senior Vice President--Western
Operations
Joseph A. Geloso 44,969(11) -- (1) *
Senior Vice President--Eastern
Operations
Raymond D. Booth 87,839(12) -- (1) *
Senior Vice President--Mid-Atlantic
Operations
Mark A. Steffek 27,181(13) -- (1) *
Vice President--Finance and Treasurer
Employees:
Robert R. Rogers 974 974 (1) *
Brooks L. Mauldin 728 728 (1) *
-15-
Common Stock
Number of Shares Beneficially
Owned as of the Owned After All
Number of Shares Date of this Currently Owned
Beneficially Prospectus that Shares Covered
Owned Prior to May be Offered Number of Shares by this
Sales Under this under this Covered by this Prospectus are
Name of Selling Stockholder Prospectus Prospectus Prospectus(1) Resold
Bruce L. Barnes 561 561 (1) *
Craig T. Call 787 787 (1) *
Dan Detmar Jr. 832 832 (1) *
David G. Smith 1,454 954 (1) *
Denis Gagnon 1,301 701 (1) *
Dixie Rogers 398 398 (1) *
Douglas L. Reeves 1,120 920 (1) *
Gary L. Hull 875 675 (1) *
Anita G. Dyal 574 574 (1) *
Gerald W. Blackwood 373 373 (1) *
Jeffery R. McDonald 551 551 (1) *
Gerald A. Grimes 1,826 826 (1) *
Joseph F. Pullam 946 746 (1) *
Robert J. Whitfield 1,619 619 (1) *
Jerry R. Raulerson, Jr. 953 953 (1) *
Vernon L. Hatch 736 736 (1) *
Leslie D.Moyers 272 272 (1) *
Lorinette A. Zygela 872 672 (1) *
Margaret E. Barajas 562 562 (1) *
Mark M. Jackson 539 539 (1) *
James M. Eddleman 756 756 (1) *
Michael L. Greeson 610 610 (1) *
Peter C. Ireland 462 462 (1) *
Roy O. Deavers 781 781 (1) *
Randy L. Panter 1,987 787 (1) *
Richard N. Bowles 773 773 (1) *
Rick C. Smith 1,091 1,091 (1) *
Russell D. Hase 741 741 (1) *
Frank R. Williams 780 280 (1) *
Sheenna K. Nichols 680 680 (1) *
Smokey J. Wedel 682 682 (1) *
John S. Scianna 884 884 (1) *
Steven D. Waters 793 793 (1) *
Tamara L. Brooks 907 707 (1) *
Theresa L. Nielson 1,237 837 (1) *
* Percentage of shares beneficially owned by such person does not exceed one
percent.
-16-
(1) In addition to shares owned as of the date of this prospectus that are
covered by this prospectus set forth in the second column opposite the
names of selling stockholders in the table above, up to an additional
750,000 shares of our common stock that we may issue in the future to
participants in the Plan who are our "affiliates" (as such term is defined
in Rule 405 under the Securities Act ) are covered by this prospectus. The
number of additional shares to be issued under the Plan in the future, the
identity of the recipients of such additional shares and the determination
of whether any such recipient is an affiliate of ours are subject a number
of factors that are not yet determinable.
(2) Includes 3,777 unvested restricted shares.
(3) Mr. Heyer may be deemed to share beneficial ownership of shares owned of
record by Trimaran Fund II, L.L.C., Trimaran Parallel Fund II, L.P.,
Trimaran Capital, L.L.C., CIBC Employee Private Equity Fund (Trimaran)
Partners and CIBC Capital Corporation by virtue of his status as a managing
partner of Trimaran Investments II, L.L.C. Through Trimaran Investments II,
L.L.C., Mr. Heyer share investment and voting power with respect to shares
owned by Trimaran Fund II, L.L.C., Trimaran Parallel Fund II, L.P.,
Trimaran Capital, L.L.C., CIBC Employee Private Equity Fund (Trimaran)
Partners and CIBC Capital Corporation but disclaims, other than with
respect to Trimaran Capital, L.L.C., beneficial ownership of such shares.
The business address for Mr. Heyer is 622 Third Avenue, New York, New York
10017.
(4) Includes 3,777 unvested restricted shares.
(5) Includes 102,337 unvested restricted shares.
(6) Includes 102,879 unvested restricted shares.
(7) Includes 45,119 unvested restricted shares.
(8) Includes 27,820 unvested restricted shares.
(9) Includes 41,882 unvested restricted shares.
(10) Includes 20,396 unvested restricted shares.
(11) Includes 20,396 unvested restricted shares.
(12) Includes 38,175 unvested restricted shares.
(13) Includes 9,543 unvested restricted shares.
We will supplement this prospectus from time to time as required by the
rules and regulations of the SEC to include certain information concerning the
security ownership of the selling stockholders or any new selling stockholders,
the number of shares offered for resale and the position, office and other
material relationship which a selling stockholder has had within the past three
years with the company or any of its predecessors or affiliates.
-17-
PLAN OF DISTRIBUTION
The shares covered by this prospectus may be offered and sold from time to
time by the selling stockholders. The term "selling stockholders" includes
pledges, donees, transferees or other successors in interest selling shares
received after the date of this prospectus from the selling stockholders as a
pledge, gift or other non-sale related transfer. To the extent required, this
prospectus may be amended and supplemented from time to time to describe a
specific plan of distribution.
The selling stockholders will act independently of Reddy Holdings in making
decisions with respect to the timing, manner and size of each sale. These sales
may be made at prices on the New York Stock Exchange and under terms then
prevailing or at prices related to the then current market price. Sales may also
be made in negotiated transactions, including pursuant to one or more of the
following methods:
o purchases by a broker-dealer as principal and resale by such
broker-dealer for its own account pursuant to this prospectus,
o ordinary brokerage transactions and transactions in which the broker
solicits purchasers,
o block trades in which the broker-dealer will attempt to sell the
shares as agent but may position and resell a portion of the block as
principal to facilitate the transaction, and
o in privately negotiated transactions.
In connection with distributions of the shares or otherwise, the selling
stockholders may:
o enter into hedging transactions with broker-dealers or other financial
institutions, which may in turn engage in short sales of the shares in
the course of hedging the positions they assume,
o sell the shares short and redeliver the shares to close out such short
positions,
o enter into option or other transactions with broker-dealers or other
financial institutions which require the delivery to them of shares
offered by this prospectus, which they may in turn resell, or
o pledge shares to a broker-dealer or other financial institution,
which, upon a default, they may in turn resell.
Some of the preceding actions may not be available to the selling
stockholders to the extent they are directors or executive officers of Reddy
Holdings.
In addition, any shares that qualify for sale pursuant to Rule 144 may be
sold under Rule 144 rather than pursuant to this prospectus.
In effecting sales, broker-dealers or agent engaged by the selling
stockholder may arrange for other broker-dealers to participate. Broker-dealers
or agents may receive commissions, discounts or concessions from the selling
stockholder, in amounts to be negotiated immediately prior to the sale. In
offering the shares covered by this prospectus, the selling stockholder, and any
broker-dealers and any other participating broker-dealers who execute sales for
the selling stockholders may be deemed to be "underwriters" within the meaning
of the Securities Act in connection with these sales. Any profits realized by
-18-
the selling stockholders and the compensation of such broker-dealers may be
deemed to be underwriting discounts and commissions.
In order to comply with the securities laws of certain states, the shares
must be sold in those states only through registered or licensed brokers or
dealers. In addition, in certain states the shares may not be sold unless they
have been registered or qualified for sale in the applicable state or an
exemption from the registration or qualification requirement is available and is
complied with.
We have advised the selling stockholders that the anti-manipulation rules
of Regulation M under the Exchange Act may apply to sales of shares in the
market and to the activities of the selling stockholders and their affiliates.
In addition, we will make copies of this prospectus available to the selling
stockholders for the purpose of satisfying the prospectus delivery requirements
of the Securities Act. The selling stockholders may indemnify any broker-dealer
that participates in transactions involving the sale of the shares against
certain liabilities, including liabilities arising under the Securities Act.
At the time a particular offer of shares is made, if required, a prospectus
supplement will be distributed that will set forth:
o the number of shares being offered,
o the terms of the offering, including the name of any underwriter,
dealer or agent,
o the purchase price paid by any underwriter,
o any discount, commission and other underwriter compensation,
o any discount, commission or concession allowed or reallowed or paid to
any dealer, and
o the proposed selling price to the public.
We intend to use reasonable commercial efforts to keep the Registration
Statement of which this prospectus constitutes a part effective until the
earlier of (1) such time as all of the shares covered by this prospectus have
been disposed of pursuant to the Registration Statement or (2) such time as when
the selling stockholders no longer hold any remaining shares covered by this
prospectus.
-19-
LEGAL MATTERS
The validity of the shares of common stock being offered will be passed
upon for us by Cahill Gordon & Reindel LLP. An investment partnership comprised
of select partners of Cahill Gordon & Reindel LLP owns interests representing
less than one-tenth of 1% of the capital commitments of funds controlled by
Trimaran Fund Management, L.L.C.
EXPERTS
The consolidated financial statements of (i) Reddy Ice Holdings, Inc. and
subsidiary (the "Successor") as of December 31, 2004 and 2003 and for the year
ended December 31, 2004 and the period from May 8, 2003 (date of inception) to
December 31, 2003, and (ii) Packaged Ice, Inc. and subsidiaries (the
"Predecessor"), a wholly owned subsidiary of the Successor, for the period from
January 1, 2003 to August 14, 2003 and the year ended December 31, 2002,
incorporated by reference in this prospectus and the registration statement have
been audited by Deloitte & Touche LLP, an independent registered public
accounting firm, as stated in their report thereon (which report expresses an
unqualified opinion on the financial statements and includes explanatory
paragraphs related to the acquisition of the Predecessor and the related
accounting in accordance with SFAS No. 141, "Business Combinations," and the
adoption of SFAS No. 142, "Goodwill and Other Intangible Assets", on January 1,
2002, and the restatement discussed in Note 18), and have been so incorporated
by reference in reliance upon the reports of such firm given upon their
authority as experts in accounting and auditing.
AVAILABLE INFORMATION
We are subject to the informational requirements of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), and under those requirements we
file reports and other information with the Securities and Exchange Commission
(the "SEC"). The SEC maintains a website on the Internet that contains reports,
proxy and information statements and other information regarding registrants,
including our company, that file electronically with the SEC. The SEC's website
address is www.sec.gov. In addition, our filings with the SEC may be inspected
and copied at the SEC's public reference room located at 100 F Street, N.E.,
Washington, D.C. Please call the SEC at 1-800-SEC-0330 for further information
on the operation of the public reference room.
We have filed with the SEC a registration statement under the Securities
Act of 1933 to register the securities offered by this prospectus. This
prospectus constitutes only part of the registration statement and does not
contain all the information in the registration statement and its exhibits
because parts of the registration statement are allowed to be omitted by SEC
rules. Statements in this prospectus or in any prospectus supplement about
documents filed as an exhibit to the registration statement or otherwise filed
with the SEC are only summary statements and may not contain all the information
that may be important to you. For further information about Reddy Ice Holdings,
Inc. and the securities offered under this prospectus, you should read the
registration statement, including its exhibits and the documents incorporation
into it by reference. Copies of the registration statement together with
exhibits may be inspected at the offices of the SEC as indicated above without
charge and copies thereof may be obtained therefrom upon payment of a prescribed
fee.
No person has been authorized to give any information or to make any
representation other than those contained in this prospectus in connection with
the offering of the common stock. If information or representations are given or
made you must not rely on it as if we authorized it. Neither the delivery of
this prospectus nor any sale made hereunder shall, under any circumstances,
create an implication that the information contained or incorporated by
reference herein is correct as of any time subsequent to its date
-20-
or that there has been no change in our affairs. This prospectus does not
constitute an offer to sell or a solicitation of an offer to buy any securities
offered hereby in any jurisdiction in which such offer or solicitation is not
permitted, or to anyone whom it is unlawful to make such offer or solicitation.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
We hereby incorporate by reference into this reoffer prospectus the following
documents filed with the SEC:
Our Prospectus dated August 26, 2005 filed with the Commission pursuant to
Rule 424(b) under the Securities Act;
Our annual report on Form 10-K filed with Commission for the fiscal year
ended December 31, 2004;
Our quarterly report on Form 10-Q filed with the Commission for the
quarters ended March 31, 2005 and June 30, 2005;
The filed portions of our current reports on Form 8-K filed on February 11,
2005, March 24, 2005, March 30, 2005, March 31, 2005, April 6, 2005, April
14, 2005, April 29, 2005, May 16, 2005, June 6, 2005, June 27, 2005, July
18, 2005, July 22, 2005, July 26, 2005, August 1, 2005, August 15, 2005,
September 9, 2005 and September 30, 2005; and
The description of our common stock, par value $0.01 per share, filed with
our registration statement on Form 8-A (Registration No. 001-32596), filed
with the Commission on August 4, 2005.
All documents subsequently filed by us with the SEC pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this prospectus and to be a part hereof from the date of filing
such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this prospectus to the extent that a statement contained herein
or in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this prospectus.
This prospectus incorporates by reference documents which are not presented
herein or delivered herewith. Such documents (other than exhibits to such
documents unless such exhibits are specifically incorporated by reference) are
available without charge to any person to whom this prospectus is delivered,
upon written or oral request. Requests for such documents should be directed to
our Secretary at Reddy Ice Holdings, Inc., 8750 North Central Expressway, Suite
1800, Dallas, Texas 75231; Telephone (214) 526-6740.
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775,817 Shares
REDDY ICE HOLDINGS, INC.
COMMON STOCK
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. DOCUMENTS INCORPORATED BY REFERENCE.
The following documents have been filed by the Registrant with the
Commission and are hereby incorporated by reference in this Registration
Statement:
(a) Our Prospectus dated August 26, 2005 filed with the Commission
pursuant to Rule 424(b) under the Securities Act;
(b) The Company's annual report on Form 10-K filed with Commission for the
fiscal year ended December 31, 2004;
(c) The Company's quarterly report on Form 10-Q filed with the Commission
for the quarters ended March 31, 2005 and June 30, 2005;
(d) The filed portions of the Company's current reports on Form 8-K filed
on February 11, 2005, March 24, 2005, March 30, 2005, March 31, 2005,
April 6, 2005, April 14, 2005, April 29, 2005, May 16, 2005, June 6,
2005, June 27, 2005, July 18, 2005, July 22, 2005, July 26, 2005,
August 1, 2005, August 15, 2005, September 9, 2005 and September 30,
2005; and
(e) The description of our common stock, par value $0.01 per share, filed
with our registration statement on Form 8-A (Registration No.
001-32596), filed with the Commission on August 4, 2005.
All documents subsequently filed by the Registrant with the Commission
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law provides that a
corporation may indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (other than
an action by or in the right of the corporation) by reason of the fact that he
is or was a director, officer, employee or agent of the corporation, or is or
was serving at the request of the corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding if the person acted in good faith and in a
manner the person reasonably believed to be in or not opposed to the best
interest of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful; and
further that a corporation may indemnify such person against expenses (including
attorneys' fees) actually and reasonably incurred by such person in connection
with the defense or settlement of action or suit by or in the right of the
corporation, if the person acted in good faith and in a manner the person
reasonably believed to be in or not opposed to the best interests of the
corporation, except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper. To the extent that a present or former director or officer of
a corporation has been successful on the merits or otherwise in defense of any
such action described in this paragraph, suit or proceeding, or in defense of
any claim, issue or matter therein, such person shall be indemnified against
expenses (including attorneys' fees) actually and reasonably incurred by such
person in connection therewith.
Section 102(b)(7) of the Delaware General Corporation Law allows a
corporation to include in its certificate of incorporation a provision to
eliminate or limit the personal liability of a director of a corporation to the
corporation or to any of its stockholders for monetary damages for a breach of
fiduciary duty as a director, except in the case where the director (i) breaches
his duty of loyalty to the corporation or its stockholders, (ii) fails to act in
good faith, engages in intentional misconduct or knowingly violates a law, (iii)
authorizes the unlawful payment of a dividend or approves a stock purchase or
redemption in violation of Section 174 of the Delaware General Corporation Law
or (iv) obtains an improper personal benefit. The registrant's Amended and
Restated Certificate of Incorporation includes a provision which eliminates
directors' personal liability to the fullest extent permitted under the Delaware
General Corporation Law.
The Registrant's Amended and Restated Certificate of Incorporation provides
that except as otherwise provided by the DGCL, no director of the Registrant
shall be personally liable to the Registrant or its stockholders for monetary
damages for breach of fiduciary duty as a director.
In addition, the Registrant's Amended and Restated Certificate of
Incorporation provides that to the fullest extent permitted by the DGCL, the
Registrant shall indemnify any party subject to any threatened, pending or
completed action, by reason of the fact that he or she is or was, or had agreed
to become or is alleged to have been, a director or officer of the Registrant or
in a similar capacity for any affiliate of the Registrant, all expenses
(including court costs and attorneys' fees) and amounts paid in settlement
actually and reasonably incurred by him or on his or her behalf and all
judgments, damages, fines, penalties and other liabilities actually sustained by
him or her in connection with such action, suit or proceeding and any appeal
therefrom. However, the Registrant's Amended and Restated Certificate of
Incorporation provides that, in an action by or in the right of the Registrant,
no indemnification shall be made in
-2-
respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the Registrant, unless, and only to the extent that,
such person is fairly and reasonably entitled to indemnity, as the court deems
proper. The Registrant shall, in advance of the final disposition of the matter,
pay or promptly reimburse any expenses reasonably incurred in investigating and
defending or responding to any action, suit, proceeding or investigation. The
Certificate of Incorporation further provides that the right to indemnification
is a contractual obligation of the Registrant in respect of acts or omissions
occurring or alleged to have occurred while the individual was an officer or
director and shall inure to the benefit of his or her estate, heirs, executors
and administrators.
Section 145 of the Delaware General Corporation Law further provides that a
corporation shall have power to purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of the corporation,
or is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise against any liability asserted against such person and incurred
by such person in any such capacity, or arising out of such person's status as
such, whether or not the corporation would otherwise have the power to indemnify
such person against such liability under Section 145.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
The 25,817 restricted shares of our common stock issued prior to the filing
of this Registration Statement that are "restricted securities" (as such term is
defined in Rule 144(a)(3) under the Securities Act) that are being registered
for reoffer and resale under this Registration Statement were issued in
transactions exempt from registration under Rule 701 under the Securities Act.
ITEM 8. EXHIBITS.
The following exhibits are filed as part of this Registration Statement:
Exhibit No. Description
- ----------- -----------
4.1 Reddy Ice Holdings, Inc. 2005 Long-Term Incentive and Share
Award Plan (1)
5.1 Legal Opinion of Cahill Gordon & Reindel LLP+
23.1 Consent of Deloitte & Touche LLP, dated October 17, 2005.+
23.2 Consent of Cahill Gordon & Reindel LLP (included in Exhibit 5.1)
24.1 Powers of Attorney (included as part of the signature page to
this registration statement and incorporated herein by reference)
+ Filed herewith.
(1) Filed as an Exhibit to our Amendment No. 3 to Form S-4 filed with the
Commission on August 24, 2005 and incorporated by reference herein.
ITEM 8. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
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1. To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
i. To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
ii. To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the
effective registration statement.
iii. To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
Provided, however, that paragraphs 1(i) and (1)(ii) above do not apply if
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished
to the Commission by the registrant pursuant to section 13 or section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference
in the registration statement.
2. That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
3. To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
4. That, for purposes of determining any liability under the Securities Act
of 1933, each filing of the registrant's annual report pursuant to section 13(a)
or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to section
15(d) of the Securities Exchange Act of 1934) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
5. Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities
-4-
(other than the payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
-5-
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Dallas, State of Texas, on this 18th day of October,
2005.
REDDY ICE HOLDINGS, INC.
By: /s/ Steven J. Janusek
------------------------------
Name: Steven J. Janusek
Title: Executive Vice President
Chief Financial Officer
and Secretary
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Each person whose signature appears below in so signing also makes,
constitutes and appoints Steven J. Janusek and William P. Brick, and each of
them acting alone, his true and lawful attorney-in-fact, with full power of
substitution, for him in any and all amendments and post-effective amendments to
this registration statement, and any registration statement or statements on
Form S-8 to be filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, with respect to shares of common stock of
the Registrant to be issued under the Reddy Ice Holdings, Inc. 2005 Long-Term
Incentive and Share Award Plan and Reddy Ice Holdings, Inc.'s KEEP Program and
to file the same (including any amendments to such registration statement and
any additional registration statements filed in accordance with General
Instruction E to Form S-8 to register additional securities), and all
post-effective amendments thereto, together with exhibits to any such
registration statements or amendments and other documents in connection
therewith, and hereby ratifies and confirms all that said attorney-in-fact or
said attorney-in-fact's substitute or substitutes may do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed as of October 18, 2005 by the
following persons in the capacities indicated.
Signature Title
--------- -----
/s/ William P. Brick Chairman of the Board of Directors
- --------------------------------------- and Chief Executive Officer
William P. Brick
/s/ Jimmy C. Weaver President, Chief Operating Officer
- --------------------------------------- and Director
Jimmy C. Weaver
/s/ Steven J. Janusek Executive Vice President,
- --------------------------------------- Chief Financial Officer and Secretary
Steven J. Janusek
/s/ Beth L. Bronner Director
- ---------------------------------------
Beth L. Bronner
/s/ Philip M. Carpenter III Director
- ---------------------------------------
Philip M. Carpenter III
/s/ Robert J. Fioretti Director
- ---------------------------------------
Robert J. Fioretti
/s/ Andrew R. Heyer Director
- ---------------------------------------
Andrew R. Heyer
/s/ David E. King Director
- ---------------------------------------
David E. King
/s/ Douglas R. Korn Director
- ---------------------------------------
Douglas R. Korn
/s/ Tracy L. Noll Director
- ---------------------------------------
Tracy L. Noll
/s/ William P. Phoenix Director
- ---------------------------------------
William P. Phoenix
-7-
Signature Title
--------- -----
/s/ Robert N. Verdecchio Director
- ---------------------------------------
Robert N. Verdecchio
-8-
INDEX TO EXHIBITS
Exhibit No. Description
4.1 Reddy Ice Holdings, Inc. 2005 Long-Term Incentive and Share
Award Plan (1)
5.1 Legal Opinion of Cahill Gordon & Reindel LLP+
23.1 Consent of Deloitte & Touche LLP, dated October 17, 2005.+
23.2 Consent of Cahill Gordon & Reindel LLP (included in Exhibit 5.1)
24.1 Powers of Attorney (included as part of the signature page to
this registration statement and incorporated herein by
reference)
+ Filed herewith.
(1) Filed as an Exhibit to our Amendment No. 3 to Form S-4 filed with the
Commission on August 24, 2005 and incorporated by reference herein.
Exhibit 5.1
[Letterhead of Cahill Gordon & Reindel LLP]
October 18, 2005
Reddy Ice Holdings, Inc.
8750 North Central Expressway, Suite 1800
Dallas, Texas 75231
Ladies and Gentlemen,
This opinion is furnished to you in connection with a registration
statement on Form S-8 including a Reoffer Prospectus (together, the
"Registration Statement"), filed with the Securities and Exchange Commission
(the "Commission") under the Securities Act of 1933, as amended, relating to the
proposed registration of 775,817 shares (the "Shares") of Common Stock, $0.01
par value per share (the "Common Stock"), of Reddy Ice Holdings, Inc., a
Delaware corporation (the "Company"), including 750,000 shares of Common Stock
under the Company's Long Term Incentive and Share Award Plan (the "Plan") and
25,817 shares of Common Stock issued to participants in the Reddy Ice Holdings,
Inc. KEEP Program (the "KEEP Program").
We have acted as counsel for the Company in connection with the proposed
issuance and sale of the Shares. In rendering the opinion set forth herein, we
have examined originals, photocopies or conformed copies certified to our
satisfaction of all such corporate records, agreements, instruments and
documents of the Company, certificates of public officials and other
certificates and opinions, and we have made such other investigations, as we
have deemed necessary in connection with the opinions set forth herein. In our
examination, we have assumed the genuineness of all signatures, the authenticity
of all documents submitted to us as originals and the conformity to originals of
all documents submitted to us as photocopies or conformed copies.
Based upon and subject to the foregoing, we are of the opinion that the
Shares have been duly authorized and (i) with respect to the Shares not yet
issued, upon delivery of such Shares to participants under the Plan against
payment therefore in accordance with the Plan, such Shares will be validly
issued, fully paid and non-assessable and (ii) with respect to the previously
issued Shares, such Shares are validly issued, fully paid and non-assessable.
In rendering the opinion set forth above, we express no opinion as to the
laws of any jurisdiction other than the General Corporation Law of the State of
Delaware, including the applicable provisions of the Delaware constitution and
the judicial decisions interpreting these laws.
We hereby consent to the use of our name under the caption "Legal Matters"
in the prospectus included in the Registration Statement and to the filing of a
copy of this opinion with the Commission as an exhibit to the Registration
Statement. In giving such consent, we do not thereby admit that we are in the
category of persons whose consent is required under Section 7 of the Act or the
rules and regulations of the Commission thereunder.
Sincerely yours,
/s/ Cahill Gordon & Reindel LLP
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement on
Form S-8 of our report relating to the financial statements of Reddy Ice
Holdings, Inc. (the "Company") dated March 31, 2005 (August 2, 2005 as to the
second paragraph of Note 2) (which report expresses an unqualified opinion and
includes explanatory paragraphs related to the acquisition of the Predecessor
and the related accounting in accordance with Statement of Financial Accounting
Standards ("SFAS") No. 141, "Business Combinations," and to the adoption of SFAS
No. 142 "Goodwill and Other Intangible Assets," on January 1, 2002, and the
restatement discussed in Note 18), included in the Prospectus filed by the
Company on August 26, 2005 pursuant to Rule 424(b) (Registration Statement No.
333-123871) under the Securities Act of 1933 and to the reference to us under
the heading "Experts" appearing in this Registration Statement.
/s/ Deloitte & Touche LLP
Dallas, Texas
October 17, 2005