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Reddy Ice Group Inc, et al. – ‘S-4/A’ on 7/17/98

As of: Friday, 7/17/98 · Accession #: 950134-98-5992 · File #s: 333-58111, -01, -02, -03, -04, -05, -06, -07, -08, -09

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 7/17/98  Reddy Ice Group Inc               S-4/A                  2:165K                                   RR Donnelley
          Packaged Ice Leasing Inc
          Southco Ice Inc
          Southwestern Ice Inc
          Mission Party Ice Inc
          Southwest Texas Packaged Ice Inc
          Packaged Ice Southeast Inc
          Golden Eagle Ice Texas Inc
          Reddy Ice Corp
          Southern Bottled Water Co Inc

Pre-Effective Amendment to Registration of Securities Issued in a Business-Combination Transaction — Form S-4
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-4/A       Amendment to Form S-4                                 31    158K 
 2: EX-99.1     Forms of Letter of Transmittal for Exchange Offer     42    134K

S-4/A — Amendment to Form S-4
Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Exhibits and Financial Statement Schedules Indemnification of Directors and Officers Undertakings
1	1st Page - Filing Submission
2	Item 20. Indemnification of Directors and Officers
"	Item 21. Exhibits and Financial Statement Schedules
13	Item 22. Undertakings

S-4/A 1st Page of 31 TOC ↑Top Previous Next ↓Bottom Just 1st

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 17, 1998

REGISTRATION NO. 333-58111

================================================================================

SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

---------------------

AMENDMENT NO. 1

FORM S-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

---------------------

PACKAGED ICE, INC., ISSUER
PACKAGED ICE LEASING, INC.
SOUTHCO ICE, INC.
MISSION PARTY ICE, INC.
SOUTHWEST TEXAS PACKAGED ICE, INC.
SOUTHWESTERN ICE, INC.
GOLDEN EAGLE ICE-TEXAS, INC.
PACKAGED ICE SOUTHEAST, INC.
SOUTHERN BOTTLED WATER COMPANY, INC.
REDDY ICE CORPORATION, GUARANTORS
(Exact name of registrant as specified in its charter)

[Enlarge/Download Table]

TEXAS 5199 76-0316492
NEVADA 88-0300560
TEXAS 76-0452649
TEXAS 76-0533333
TEXAS 76-0533335
TEXAS 76-0533332
TEXAS 62-1715267
TEXAS 62-1715266
TEXAS 76-0566515
DELAWARE 75-2244985

(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)

8572 KATY FREEWAY, SUITE 101 JAMES F. STUART
HOUSTON, TEXAS 77024 CHIEF EXECUTIVE OFFICER
(713) 464-9384 8572 KATY FREEWAY, SUITE 101
HOUSTON, TEXAS 77024
(Address, including zip code, and (713) 464-9384
telephone number including area code
of registrants' principal executive offices) (Name, address, including zip code, and telephone number,
including area code of agent for service)

Copies to:

ALAN SCHOENBAUM
AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.
300 CONVENT STREET, SUITE 1500
SAN ANTONIO, TEXAS 78205
(210) 281-7234

Approximate date of commencement of proposed sale of the securities to
the public: As soon as practicable following the effectiveness of this
Registration Statement.

S-4/A 2nd Page of 31 TOC 1st Previous Next ↓Bottom Just 2nd
PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Company is empowered by Art. 2.02-1 of the Texas Business
Corporation Act, subject to the procedures and limitations stated therein, to
indemnify any person who was, is or is threatened to be made a named defendant
or respondent in a proceeding because the person is or was a director or
officer against judgments, penalties (including excise and similar taxes),
fines, settlements and reasonable expenses (including court costs and
attorneys' fees) actually incurred by the person in connection with the
proceeding. The Company is required by Art. 2.02-1 to indemnify a director or
officer against reasonable expenses (including court costs and attorneys' fees)
incurred by him in connection with a proceeding in which he is a named
defendant or respondent because he is or was a director or officer if he has
been wholly successful, on the merits or otherwise, in the defense of the
proceeding. The statute provides that indemnification pursuant to its
provisions is not exclusive of other rights of indemnification to which a
person may be entitled under any bylaw, agreement, vote of shareholders or
disinterested directors, or otherwise. The bylaws of the Company provide for
indemnification by the Company of its directors and officers to the fullest
extent permitted by the Texas Business Corporation Act. In addition, the
Company has, pursuant to Article 1302-7.06 of the Texas Miscellaneous
Corporation Laws Act, provided in its articles of incorporation that, to the
fullest extent permitted by applicable law, a director of the Company shall not
be liable to the Company or its shareholders for monetary damages for an act or
omission in a director's capacity as director of the Company.

The Company has obtained an insurance policy providing for
indemnification of officers and directors of the Company and certain other
persons against liabilities and expenses incurred by any of them in certain
stated proceedings and under certain stated conditions. The Company has
entered into separate indemnification agreements with each of its directors
which may require the Company, among other things, to indemnify such directors
against certain liabilities that may arise by reason of their status or service
as directors to the maximum extent permitted under Texas law.

ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Exhibits:

The following is a list of exhibits filed as part of this Registration
on Form S-4. Where so indicated by footnote, exhibits which were previously
filed are incorporated by reference.

Exhibit No. Description
----------- -----------
2.1 Stock Purchase Agreement between Packaged Ice, Inc. and Suiza Foods
Corporation dated March 27, 1998. (Exhibit 2.1)(9)

2.2 Noncompetition Agreement by and among Packaged Ice, Inc. and Suiza
Foods Corporation dated April 30, 1998. (Exhibit 2.2)(9)

3.1 Restated Articles of Incorporation of the Company filed with the
Secretary of State of the State of Texas on February 5, 1992. (Exhibit
3.2)(1)

3.2 Amended and Restated Bylaws of the Company, effective as of January
20, 1997. (Exhibit 3.5)(1)

3.3 Articles of Incorporation of Packaged Ice Leasing, Inc. filed with the
Secretary of State of the State of Nevada on December 1, 1992.
(Exhibit 3.6)(1)

II-1

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3.4 Amended and Restated Bylaws of Packaged Ice Leasing, Inc., effective
as of January 20, 1997. (Exhibit 3.7)(1)

3.5 Articles of Incorporation of Southco Ice, Inc. filed with the
Secretary of State of the State of Texas on November 10, 1994.
(Exhibit 3.8)(1)

3.6 Amended and Restated Bylaws of Southco Ice, Inc., effective as of
January 20, 1997. (Exhibit 3.9)(1)

3.7 Articles of Incorporation of Packaged Ice Mission, Inc. filed with the
Secretary of State of the State of Texas on March 24, 1997. (Exhibit
3.10)(1)

3.8 Articles of Merger of Mission Party Ice, Inc., a Texas corporation,
into Packaged Ice Mission, Inc. ("Surviving Corporation"), with
attached Plan of Merger and Articles of Amendment to the Articles of
Incorporation of Surviving Corporation evidencing name change, filed
with the Secretary of State of the State of Texas on April 17, 1997.
(Exhibit 3.11)(1)

3.9 Bylaws of Mission Party Ice, Inc., effective as of March 24, 1997.
(Exhibit 3.12)(1)

3.10 Articles of Incorporation of Packaged Ice STPI, Inc., Inc. filed with
the Secretary of State of the State of Texas on March 24, 1997.
(Exhibit 3.13)(1)

3.11 Articles of Merger of Southwest Texas Packaged Ice, Inc., a Texas
corporation, into Packaged Ice STPI, Inc. ("Surviving Corporation"),
with attached Plan of Merger and Articles of Amendment to the Articles
of Incorporation of Surviving Corporation evidencing name change,
filed with the Secretary of State of the State of Texas on April 17,
1997. (Exhibit 3.14)(1)

3.12 Bylaws of Southwest Texas Packaged Ice, Inc., effective as of March
24, 1997. (Exhibit 3.15)(1)

3.13 Articles of Incorporation of Packaged Ice Southwestern, Inc. filed
with the Secretary of State of the State of Texas on March 24, 1997.
(Exhibit 3.16)(1)

3.14 Articles of Merger of Southwestern Ice, Inc., an Arizona corporation,
into Packaged Ice Southwestern, Inc. ("Surviving Corporation"), with
attached Plan of Merger and Articles of Amendment to the Articles of
Incorporation of Surviving Corporation evidencing name change, filed
with the Secretary of State of the State of Texas on April 17, 1997.
(Exhibit 3.17)(1)

3.15 Bylaws of Southwestern Ice, Inc., effective as of March 24, 1997.
(Exhibit 3.18)(2)

3.16 Articles of Incorporation of Central Arkansas Cold Storage-Texas, Inc.
filed with the Secretary of State of the State of Texas on October 20,
1997. (11)

3.17 Bylaws of Central Arkansas Cold Storage-Texas, Inc., effective as of
October 20, 1997. (11)

3.18 Articles of Incorporation of Golden Eagle Ice-Texas, Inc. filed with
the Secretary of State of the State of Texas on October 20, 1997. (11)

3.19 Bylaws of Golden Eagle Ice-Texas, Inc., effective as of October 20,
1997. (11)

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3.20 Articles of Incorporation of Southern Bottled Water Company, Inc.
filed with the Secretary of State of the State of Texas on March 31,
1998. (Exhibit 3.2)(10)

3.21 Bylaws for Southern Bottled Water Company, Inc. effective as of March
31, 1998. (Exhibit 3.3)(10)

3.22 Certificate of Incorporation of Reddy Ice Corporation
(successor-in-interest to Sparkle Ice Corporation (formerly known as
Desert Ice, Inc.)) filed with the Secretary of State of the State of
Delaware on August 2, 1988. (11)

3.23 Bylaws for Reddy Ice Corporation effective as of August 2, 1988. (11)

4.1 Certificate of Designation of Series A Convertible Preferred Stock of
the Company filed with the Secretary of State of the State of Texas on
September 19, 1995. (Exhibit 3.3)(1)

4.2 Certificate of Designation of Series B Convertible Preferred Stock of
the Company filed with the Secretary of State of the State of Texas on
January 10, 1997. (Exhibit 3.4)(1)

4.3 Securityholder's and Registration Rights Agreement, dated as of
October 16, 1997, among the Company and the Initial Purchaser.
(Exhibit 4.6)(1)

4.4 Certificate of Designation of Series C Preferred Stock as filed with
the Texas Secretary of State on December 2, 1997. (Exhibit 4.1)(5)

4.5 Certificate of Designation of 10% Exchangeable Preferred Stock as
filed with the Texas Secretary of State on December 2, 1997. (Exhibit
4.2)(5)

4.6 Certificate of Designation of 13% Exchangeable Preferred Stock Series
A as filed with the Texas Secretary of State on April 29, 1998.
(Exhibit 4.10)(9)

4.7 Certificate of Designation of 13% Exchangeable Preferred Stock Series
B as filed with the Texas Secretary of State on April 29, 1998.
(Exhibit 4.11)(9)

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4.8 Amended and Restated Certificate of Designation of 10% Exchangeable
Preferred Stock originally issued December 2, 1997, as filed with the
Texas Secretary of State on April 29, 1998. (Exhibit 4.12)(9)

4.9 Indenture, dated as of January 28, 1998, by and among Packaged Ice,
Inc., as Issuer, the Subsidiary Guarantors and U.S. Trust Company of
Texas, N.A. (Exhibit 4.1)(6)

4.10 Purchase Agreement dated January 22, 1998 by and among Packaged Ice,
Inc. and Jefferies & Company, Inc. (Exhibit 4.2)(6)

4.11 Registration Rights Agreement dated January 28, 1998 by and among
Packaged Ice, Inc., the Subsidiary Guarantors and Jefferies & Company,
Inc. (Exhibit 4.3)(6)

4.12 Indenture by and among Packaged Ice, Inc. as Issuer, the Subsidiary
Guarantors and U.S. Trust Company of Texas, N.A. as Trustee dated as
of January 28, 1998, Amended and Restated as of April 30, 1998.
(Exhibit 4.1)(9)

4.13 Purchase Agreement among the Company, its subsidiaries and Jefferies &
Co., Inc. as Initial Purchaser ($125,000,000 Senior Notes Offering)
dated April 23, 1998. (Exhibit 4.2)(9)

4.14 Registration Rights Agreement by and among Packaged Ice, Inc., the
Subsidiary Guarantors and Jefferies & Company, Inc. dated January 28,
1998 and Amended and Restated as of April 30, 1998. (Exhibit 4.3)(9)

4.15 Securities Purchase Agreement dated April 30, 1998 by and among
Packaged Ice, Inc., Ares Leveraged Investment Fund, L.P., and SV
Capital Partners, L.P. (Exhibit 4.4)(9)

4.16 Warrant Agreement by and among Packaged Ice, Inc. and Ares Leveraged
Investment Fund, L.P. dated April 30, 1998. (Exhibit 4.5)(9)

4.17 Warrant Agreement by and among Packaged Ice, Inc. and SV Capital
Partners, L.P. dated April 30, 1998. (Exhibit 4.6)(9)

4.18 Exchange Offer Registration Rights Agreement dated April 30, 1998 by
and among Packaged Ice, Inc., Ares Leveraged Investment Fund, L.P. and
SV Capital Partners, L.P. (Exhibit 4.7)(9)

4.19 Registration Rights Agreement dated April 30, 1998 by and among
Packaged Ice, Inc. and Ares Leveraged Investment Fund, L.P. and SV
Capital Partners, L.P. (Exhibit 4.8)(9)

4.20 Registration Rights Agreement Dated April 30, 1998 by and among
Packaged Ice, Inc. and SV Capital Partners, L.P. (Exhibit 4.9)(9)

4.21 Form of Indenture for Exchange Debentures by and among the Company, as
Issuer, the Subsidiary Guarantors named therein and Ares Leveraged
Capital Corp. (11)

4.22 Parallel Exit Agreement dated April 30, 1998 by and among Packaged
Ice, Inc., James F. Stuart, A.J. Lewis, III, Ares Leveraged Investment
Fund, L.P., and SV Capital Partners, L.P. (Exhibit 4.13)(9)

5.1 Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P., dated June 29,
1998. (11)

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10.1 Agreement and Plan of Merger by and among the Company, Packaged Ice
Mission, Inc., Mission Party Ice, Inc. and A. J. Lewis III, made as of
March 25, 1997. (Exhibit 10.1)(1)

10.2 Agreement and Plan of Merger by and among the Company, Packaged Ice
STPI, Inc., Southwest Texas Packaged Ice, Inc. and the Shareholders of
Southwest Texas Packaged Ice, Inc., made as of March 25, 1997.
(Exhibit 10.2)(1)

10.3 Escrow Agreement by and among the Company, Packaged Ice Mission, Inc.,
Packaged Ice STPI, Inc., A. J. Lewis III individually and as a
representative of Liza B. Lewis and the Minority Shareholders, and
Texas Commerce Bank National Association as Escrow Agent, dated as of
April 17, 1997. (Exhibit 10.3)(1)

10.4 Noncompetition Agreement by and among the Company, Packaged Ice
Mission, Inc., Packaged Ice STPI, Inc. and A. J. Lewis III, dated as
of April 17, 1997. (Exhibit 10.4)(1)

10.5 Registration Rights Agreement by and among the Company, A. J. Lewis
III and Liza B. Lewis, dated as of April 17, 1997. (Exhibit 10.5)(1)

10.6 Agreement and Plan of Merger by and among the Company, Packaged Ice
Southwestern, Inc., Southwestern Ice, Inc., and the shareholders of
Southwestern Ice, Inc., made as of March 25, 1997. (Exhibit 10.6)(1)

10.7 Escrow Agreement by and among the Company, Packaged Ice Southwestern,
Inc., and Dale M. Johnson, Robert G. Miller and Alan Bernstein
(collectively, the "Shareholders") and Texas Commerce Bank National
Association as Escrow Agent, dated as of April 17, 1997. (Exhibit
10.7)(1)

10.8 Form of Noncompetition Agreement among the Company, Packaged Ice
Southwestern, Inc., and each of Dale Johnson, Alan Bernstein and
Robert Miller individually, dated as of April 17, 1997. (Exhibit
10.8)(1)

10.9 Registration Rights Agreement by and among the Company, and Dale
Johnson, Alan Bernstein and Robert Miller (collectively the
"Shareholders"), dated as of April 17, 1997. (Exhibit 10.9)(1)

10.10 Packaged Ice, Inc. Stock Option Plan, dated July 26, 1994 (Exhibit
10.10)(1)

10.11 Form of Stock Option Plan Agreements issued under Stock Option Plan.
(Exhibit 10.11)(1)

10.12 Warrant Agreement among the Company and U.S. Trust Company of Texas,
N.A., a national banking association, as Warrant Agent, dated as of
April 17, 1997. (Exhibit 10.12)(1)

10.13 Stock Purchase Agreement among the Company and certain of its
investors, dated December 23, 1993. (Exhibit 10.13)(1)

10.14 Stock Purchase Agreement among the Company and certain of its
investors (Rosenberg, Jesselson, et al.), dated September 20, 1995.
(Exhibit 10.14)(1)

10.15 Amendment No. 1 to Stock Purchase Agreement of September 20, 1995, and
Consent and Waiver of Right to Purchase Additional Securities, between
the Company and certain of its investors (Rosenberg, Jesselson et
al.), dated as of January 10, 1997. (Exhibit 10.15)(1)

10.16 Amendment No. 2 to Stock Purchase Agreement of September 20, 1995,
between the Company and certain of its investors (Rosenberg, Jesselson
et al.), dated as of March 14, 1997. (Exhibit 10.16)(1)

10.17 Stock Purchase Agreement among the Company and certain of its
investors (Norwest and Food Fund), dated September 20, 1995. (Exhibit
10.17)(1)

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10.18 Amendment No. 1 to Stock Purchase Agreement of September 20, 1995, and
Consent and Waiver of Right to Purchase Additional Securities, between
the Company and certain of its investors (Norwest, Food Fund), dated
as of January 17, 1997. (Exhibit 10.18)(1)

10.19 Amendment No. 2 to Stock Purchase Agreement of September 20, 1995,
between the Company and certain of its investors (Norwest, Food Fund),
dated as of March 14, 1997. (Exhibit 10.19)(1)

10.20 Stock Purchase Agreement among the Company and certain of its
investors (Norwest, Food Fund and Rosenberg), dated January 17, 1997.
(Exhibit 10.20)(1)

10.21 Registration Rights Agreement between the Company and certain
investors (Norwest and Food Fund), dated September 20, 1995. (Exhibit
10.21)(1)

10.22 Amendment No. 1 to Registration Rights Agreement between the Company
and certain investors, adding Steven P. Rosenberg as a party thereto,
dated as of January 17, 1997. (Exhibit 10.22)(1)

10.23 Supplemental Registration Rights Agreement among the Company and
certain investors (Norwest, Food Fund and Rosenberg), dated as of June
12, 1997. (Exhibit 10.23)(1)

10.24 Parallel Exit Agreement between the Company, James F. Stuart and Jack
Stazo, dated September 20, 1995. (Exhibit 10.24)(1)

10.25 Amended and Restated Shareholders Agreement between the Company and
its shareholders, dated September 20, 1995. (Exhibit 10.25)(1)

10.26 Amendment No. 1 to Amended and Restated Shareholders Agreement, dated
as of January 17, 1997. (Exhibit 10.26)(1)

10.27 Amendment No. 2 to Amended and Restated Shareholders Agreement, dated
as of March 14, 1997. (Exhibit 10.27)(1)

10.28 Amended and Restated Voting Agreement, dated September 20, 1995.
(Exhibit 10.28)(1)

10.29 Amendment No. 1 to Amended and Restated Voting Agreement, dated as of
January 17, 1997. (Exhibit 10.29)(1)

10.30 Amendment No. 2 to Amended and Restated Voting Agreement, dated as of
March 14, 1997. (Exhibit 10.30)(1)

10.31 Form of Indemnification Agreement entered into by Packaged Ice, Inc.
in favor of members of the Board of Directors. (Exhibit 10.31)(1)

10.32 Development and Manufacturing Agreement by and between Lancer
Corporation and Packaged Ice, Inc., dated April 13, 1993. (Exhibit
10.32)(1)

10.33 Lease Agreement by and between Packaged Ice, Inc. and Robert S. Wilson
LLC for facility at 8572 Katy Freeway, Suite 101, Houston, Texas,
dated March 22, 1994. (Exhibit 10.33)(1)

10.34 Lease Agreement by and between J.K. Neal, Inc. and J. Kenneth Neal
(lessor) and Mission Party Ice, Inc. (lessee), for real property
(land and facilities) located in Bexar, Webb, Tom Green, Gonzales and
Caldwell Counties, Texas, effective March 1, 1988. (Exhibit 10.34)(1)

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10.35 Form of Commercial Lease Agreement, by and between (landlord) and
Mission Party Ice, Inc. (tenant). (Exhibit 10.35)(1)

10.36 Commercial Lease Agreement by and between Robert Grant Miller (lessor)
and Southwestern Ice, Inc. (lessee), for facility at 5925 West Van
Buren, Phoenix, Arizona, entered into on March 1, 1992. (Exhibit
10.36)(1)

10.37 License Agreement by and among Packaged Ice, Inc., Hoshizaki Electric
Co., Ltd. and Hoshizaki America, Inc., dated May 28, 1993. (Exhibit
10.37)(1)

10.38 Stock Purchase Agreement, dated as of July 17, 1997, by and between
Packaged Ice, Inc. and SV Capital Partners, L.P. (Exhibit 10.38)(2)

10.39 Common Stock Purchase Warrant No. SV-1, dated July 17, 1997, executed
by Packaged Ice, Inc. for the benefit of SV Capital Partners, L.P.
(Exhibit 10.39)(2)

10.40 Voting Agreement, dated July 17, 1997, by and among Packaged Ice,
Inc., SV Capital Partners, L.P. and substantially all of the
shareholders of Packaged Ice, Inc. (Exhibit 10.40)(2)

10.41 Registration Rights Agreement, dated as of July 17, 1997, by and
between Packaged Ice, Inc. and SV Capital Partners, L.P. (Exhibit
10.41)(2)

10.42 Parallel Exit Agreement, dated July 17,1997, by and among Packaged
Ice, Inc., SV Capital Partners, L.P., and certain of Packaged Ice,
Inc.'s shareholders (James F. Stuart, A. J. Lewis III, and Steven P.
Rosenberg). (Exhibit 10.42)(2)

10.43 Indemnification Agreement, dated July 17, 1997, by and between
Packaged Ice, Inc. and Rod Sands, indemnifying Mr. Sands as a director
of Packaged Ice, Inc. (Exhibit 10.43)(2)

10.44 Warrant Agreement among the Company and U.S. Trust Company of Texas,
N.A., a national banking association, as Warrant Agent, dated as of
October 16, 1997. (Exhibit 10.7)(4)

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10.45 Trademark License Agreement between Culligan International Company and
Packaged ice, Inc. dated as of October 31, 1997. (Exhibit 10.40)(4)

10.46 Securities Purchase Agreements with Culligan Water Technologies, Inc.
dated December 2, 1997. (Exhibit 10.1)(5)

10.47 Securities Purchase Agreement with Jesselson dated December 2, 1997.
(Exhibit 10.2)(5)

10.48 Common Stock Purchase Warrant Agreement issued by Packaged Ice, Inc.
and issued to Culligan Water Technologies, Inc. issuing 1,807,692
fully paid and nonassessable shares of the Company's common stock at
an exercise price of $13.00 per share dated December 2, 1997. (Exhibit
10.3)(5)

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10.49 Common Stock Purchase Warrant Agreement issued by Packaged Ice, Inc.
and issued to Erica Jesselson issuing 115,385 fully paid and
nonassessable shares of the Company's common stock at an exercise
price of $13.00 per share dated December 2, 1997. (Exhibit 10.4)(5)

10.50 Registration Rights Agreement by and among Packaged Ice, Inc.,
Culligan Water Technologies, Inc. and Erica Jesselson. (Exhibit
10.5)(5)

10.51 Culligan Voting Agreement by and among Packaged Ice, Inc. and
Culligan Water Technologies, Inc. dated December 2, 1997. (Exhibit
10.6)(5)

10.52 Letter Agreement dated December 2, 1997. (Exhibit 10.7)(5)

10.53 Parallel Exit Agreement by and among Packaged Ice, Inc., James F.
Stuart, A.J. Lewis, III, Steven P. Rosenberg, Culligan Water
Technologies, Inc. and Erica Jesselson dated December 2, 1997.
(Exhibit 10.8)(5)

10.54 Amendment No. 3 to The Amended and Restated Voting Agreement by and
among Packaged Ice, Inc. and the Shareholders of the Company dated
November 4, 1997. (Exhibit 10.9)(5)

10.55 Transfer Restriction Agreement by and between Packaged Ice, Inc. and
Culligan Water Technologies, Inc. dated December 2, 1997. (Exhibit
10.10)(5)

10.56 Transfer Restriction Agreement by and among Packaged Ice, Inc. and
Erica Jesselson dated December 2, 1997. (Exhibit 10.11)(5)

10.57 Option Agreement. (Exhibit 10.12)(5)

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10.58 Credit Agreement dated April 30, 1998 by and among Packaged Ice, Inc.
and Antares Leveraged Capital Corp., individually, and as agent for
The Other Financial Institutions. (Exhibit 10.1)(9)

10.59 Security Agreement dated April 30, 1998, by and among Packaged Ice,
Inc. and Antares Leveraged Capital Corp. (Exhibit 10.2)(9)

10.60 Security Agreement dated April 30, 1998, by and among Reddy Ice
Corporation, Golden Eagle Ice-Texas, Inc., Packaged Ice, Southeast,
Inc., Packaged Ice Leasing, Inc., Southco Ice, Inc., Southwest Texas
Packaged Ice, Inc., Southwestern Ice, Inc., Southern Bottled Water
Company, Inc., Mission Party Ice, Inc. and Antares Leveraged Capital
Corp. (Exhibit 10.3)(9)

10.61 Guaranty dated April 30, 1998 by and among Reddy Ice Corporation,
Mission Party Ice, Inc., Southwest Texas Packaged Ice, Inc.,
Southwestern Ice, Inc., Golden Eagle Ice-Texas. Inc., Packaged Ice
Southeast, Inc., Packaged Ice Leasing, Inc., Southern Bottled Water
Company, Inc., and Southco Ice, Inc. (Exhibit 10.4)(9)

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11.1 Statement of earnings per share. (11)

12.1 Historical statement of ratio of earnings to fixed charges. (11)

12.2 Proforma statement of ratio of earnings to fixed charges. (11)

21.1 List of subsidiaries. (11)

23.1 Consent of Akin, Gump, Strauss, Hauer & Feld, L.L.P. (included in the
opinion filed as Exhibit 5.1 above).

23.2 Consent of Deloitte & Touche. (11)

24.1 Power of Attorney (included on signature page of Registration
Statement on Form S-4).

25.1 Statement of Eligibility and Qualification on Form T-1 under the Trust
Indenture Act of 1939, made by U.S. Trust Company of Texas, N.A. as
Trustee under the Indenture relating to the 9 3/4% Senior Notes. (11)

25.2 Report of Financial Condition of Trustee (Exhibit T-1.6 to Statement
of Eligibility filed as Exhibit 25.1 above).

99.1 Forms of Letter of Transmittal for Exchange Offer. (12)

------------------

(1) Filed as an Exhibit to the Company's Registration Statement on Form S-4
(File No. 333-29357), filed with the Securities and Exchange Commission on
June 16, 1997.
(2) Filed as an Exhibit to the Amendment No. 1 to the Company's Registration
Statement No. 333-29357 on Form S-4 with the Securities and Exchange
Commission on July 29, 1997.
(3) Filed as an Exhibit to the Amendment No. 2 to the Company's Registration
Statement No. 333-29357 on Form S-4 with the Securities and Exchange
Commission on August 22, 1997.
(4) Filed as an Exhibit to the Company's Third Quarter Disclosure on Form 10-Q
with the Securities and Exchange Commission on November 14, 1997.
(5) Filed as an Exhibit to Form 8-K filed on behalf of the Company with the
Securities and Exchange Commission on December 15, 1997.
(6) Filed as an Exhibit to Form 8-K filed on behalf of the Company with the
Securities and Exchange Commission on February 9, 1997.
(7) Filed as an Exhibit to the Company's Fourth Quarter Disclosure on Form 10-K
filed with the Securities and Exchange Commission on March 30, 1998.
(8) Filed as an Exhibit to Form 8-K filed on behalf of the Company with the
Securities and Exchange Commission on April 2, 1998.
(9) Filed as an Exhibit to Form 8-K/A filed on behalf of the Company with the
Securities and Exchange Commission on May 12, 1998.
(10) Filed as an Exhibit to the Company's First Quarter Disclosure on Form 10-Q
filed with the Securities and Exchange Commission on May 15, 1998.

(11) Filed as an Exhibit to the Company's Registration Statement on Form S-4
(File No. 333-58111), filed with Securities and Exchange Commission on
June 30, 1998.
(12) Filed herewith.

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ITEM 22. UNDERTAKINGS

A. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the company
has been advised that, in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the company 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 Company 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
Securities Act and will be governed by the final adjudication of such issue.

B. The undersigned registrant hereby undertakes to respond to
requests for information that is incorporated by reference into the Prospectus
pursuant to item 4, 10(b), 11 or 13 of this form, within one business day of
receipt of such request, and to send the incorporated documents by first class
mail or other equally prompt means. This includes information contained in
documents filed subsequent to the effective date of the Registration Statement
through the date of responding to the request.

C. The undersigned registrant hereby undertakes to supply by
means of a post-effective amendment all information concerning a transaction,
and the company being acquired involved therein, that was not the subject of
and included in the Registration Statement when it became effective.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Amendment No. 1 to this Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Houston, the State of Texas, on July 16, 1998.

PACKAGED ICE, INC.

By: /s/ JAMES F. STUART
-------------------------
Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 1 to this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.

[Enlarge/Download Table]

SIGNATURE TITLE DATE
--------- ----- ----

/s/ JAMES F. STUART Chairman of the Board and July 16, 1998
------------------------------------------- Chief Executive Officer
James F. Stuart

/s/ A.J. LEWIS III Principal Executive Officer, President
------------------------------------------- and Secretary July 16, 1998
A.J. Lewis III

/s/ STEVEN P. ROSENBERG* Director July 16, 1998
-------------------------------------------
Steven P. Rosenberg

/s/ RICHARD A. COONROD* Director July 16, 1998
-------------------------------------------
Richard A. Coonrod

/s/ ROBERT G. MILLER* Director July 16, 1998
-------------------------------------------
Robert G. Miller

/s/ ROD J. SANDS* Director July 16, 1998
-------------------------------------------
Rod J. Sands

/s/ ARTHUR E. BIGGS, SR.* Director July 16, 1998
-------------------------------------------
Arthur E. Biggs, Sr.

/s/ JAMES C. HAZLEWOOD* Principal Financial Officer, July 16, 1998
------------------------------------------- Principal Accounting Officer and
James C. Hazlewood Treasurer

* By A.J. Lewis III, attorney-in-fact pursuant to a Power of Attorney
previously filed.

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SIGNATURES

PACKAGED ICE LEASING, INC.