-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UNFMnA3E0X8R9kXsIGWmcPl0PdwIfZ3qPfp0qiO3XK7F9z1bA1GOnOkSJtLeYRSP 29YO8r3U0qRMiv0KLNUw9Q== 0001104659-06-078757.txt : 20061130 0001104659-06-078757.hdr.sgml : 20061130 20061130172112 ACCESSION NUMBER: 0001104659-06-078757 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20061130 DATE AS OF CHANGE: 20061130 GROUP MEMBERS: BEAR STEARNS MB-PSERS II, L.P. GROUP MEMBERS: BEAR STEARNS MERCHANT BANKING INVESTORS II, L.P. GROUP MEMBERS: BEAR STEARNS MERCHANT BANKING PARTNERS II, L.P. GROUP MEMBERS: THE BSC EMPLOYEE FUND III, L.P. GROUP MEMBERS: THE BSC EMPLOYEE FUND IV, L.P. FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HOWARD JOHN CENTRAL INDEX KEY: 0001216373 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: BUSINESS PHONE: 2124754786 MAIL ADDRESS: STREET 1: 80 IRVING PL. CITY: NEW YORK STATE: NY ZIP: 10003 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: REDDY ICE HOLDINGS INC CENTRAL INDEX KEY: 0001268984 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS FOOD PREPARATIONS & KINDRED PRODUCTS [2090] IRS NUMBER: 562381368 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81078 FILM NUMBER: 061248993 BUSINESS ADDRESS: STREET 1: 8750 NORTH CENTRAL EXPRESSWAY STREET 2: SUITE 1800 CITY: DALLAS STATE: TX ZIP: 75231 BUSINESS PHONE: 214 526 6740 MAIL ADDRESS: STREET 1: 8750 NORTH CENTRAL EXPRESSWAY STREET 2: SUITE 1800 CITY: DALLAS STATE: TX ZIP: 75231 SC 13G/A 1 a06-24741_1sc13ga.htm AMENDMENT

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

SCHEDULE 13G/A

 

 

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

 

Reddy Ice Holdings, Inc.

(Name of Issuer)

Common Stock, $0.01 par value

(Title of Class of Securities)

75734R 10 5

(CUSIP Number)

November 30, 2006

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 



 

CUSIP No. 75734R 10 5

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Bear Stearns Merchant Banking Partners II, L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
0

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
0.0%

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

 

 

2



 

CUSIP No. 75734R 10 5

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Bear Stearns Merchant Banking Investors II, L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
0

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
0.0%

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

3



 

CUSIP No. 75734R 10 5

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Bear Stearns MB-PSERS II, L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
0

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
0.0%

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

4



 

CUSIP No. 75734R 10 5

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
The BSC Employee Fund III, L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
0

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
0.0%

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

5



 

CUSIP No. 75734R 10 5

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
The BSC Employee Fund IV, L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
0

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
0.0%

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

6



 

CUSIP No. 75734R 10 5

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
John D. Howard(1)

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
0

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
0.0%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

(1)           John D. Howard is a Senior Managing Director of Bear Stearns & Co. Inc., a subsidiary of The Bear Stearns Companies, Inc. Through his ownership of JDH Management LLC ("JDH"), Mr. Howard exercised investment discretion over the reported securities held by Bear Stearns Merchant Banking Partners II, L.P., Bear Stearns Merchant Banking Investors II, L.P., Bear Stearns MB-PSERS II, L.P., The BSC Employee Fund III, L.P. and the BSC Employee Fund IV, L.P., (collectively, the "Funds"). JDH is the Manager of Bear Stearns Merchant Manager II, LLC which is the Manager of each of the Funds, and the special limited partner of Bear Stearns Merchant Capital II, L.P. which is the General Partner of all of the Funds. The reported securities were directly owned by the Funds.

7



 

Item 1.

 

(a)

Name of Issuer
Reddy Ice Holdings, Inc.

 

(b)

Address of Issuer’s Principal Executive Offices
8750 North Central Expressway
Suite 1800
Dallas, Texas 75231

 

Item 2.

 

(a)

Name of Person Filing
This statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”)

(i)   Bear Stearns Merchant Banking Partners II, L.P. (“Partners”).
(ii)   Bear Stearns Merchant Banking Investors II, L.P. (“Investors”).
(iii)   Bear Stearns MB-PSERS II, L.P. (“PSERS”).
(iv)   The BSC Employee Fund III, L.P. (“Fund III”).
(v)   The BSC Employee Fund IV, L.P. (“Fund IV”).
(vi)   John D. Howard (“Howard”).

 

(b)

Address of Principal Business Office or, if none, Residence
The principal business address of each of the Reporting Persons is c/o Bear Stearns Merchant Banking, 383 Madison Avenue, 40 th Floor, New York, NY 10179.

 

(c)

Citizenship
(i)   Partners is a Delaware limited partnership.
(ii)   Investors is a Delaware limited partnership.
(iii)   PSERS is a Delaware limited partnership.
(iv)   Fund III is a Delaware limited partnership.
(v)   Fund IV is a Delaware limited partnership.
(vi)   Howard is a United States citizen.

 

(d)

Title of Class of Securities
Common Stock, $0.01 par value (the “Shares”)

 

(e)

CUSIP Number
75734R 10 5

 

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

This Item 3 is not applicable

 

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

 

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

 

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

 

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 

(g)

o

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

 

(h)

o

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

 

(j)

o

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

 

8



 

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

Partners

 

(a)

Amount beneficially owned:   

0

 

(b)

Percent of class:   

0.0%

 

(c)

Number of shares as to which the person has:

 

 

 

(i)

Sole power to vote or to direct the vote   

0

 

 

(ii)

Shared power to vote or to direct the vote    

0

 

 

(iii)

Sole power to dispose or to direct the disposition of   

0

 

 

(iv)

Shared power to dispose or to direct the disposition of   

0

 

Investors

 

(a)

Amount beneficially owned:   

0

 

(b)

Percent of class:   

0.0%

 

(c)

Number of shares as to which the person has:

 

 

 

(i)

Sole power to vote or to direct the vote   

0

 

 

(ii)

Shared power to vote or to direct the vote    

0

 

 

(iii)

Sole power to dispose or to direct the disposition of   

0

 

 

(iv)

Shared power to dispose or to direct the disposition of   

0

 

PSERS

 

(a)

Amount beneficially owned:   

0

 

(b)

Percent of class:   

0.0%

 

(c)

Number of shares as to which the person has:

 

 

 

(i)

Sole power to vote or to direct the vote   

0

 

 

(ii)

Shared power to vote or to direct the vote    

0

 

 

(iii)

Sole power to dispose or to direct the disposition of   

0

 

 

(iv)

Shared power to dispose or to direct the disposition of   

0

 

Fund III

 

(a)

Amount beneficially owned:   

0

 

(b)

Percent of class:   

0.0%

 

(c)

Number of shares as to which the person has:

 

 

 

(i)

Sole power to vote or to direct the vote   

0

 

 

(ii)

Shared power to vote or to direct the vote    

0

 

 

(iii)

Sole power to dispose or to direct the disposition of   

0

 

 

(iv)

Shared power to dispose or to direct the disposition of   

0

 

9



 

Fund IV

 

(a)

Amount beneficially owned:   

0

 

(b)

Percent of class:   

0.0%

 

(c)

Number of shares as to which the person has:

 

 

 

(i)

Sole power to vote or to direct the vote   

0

 

 

(ii)

Shared power to vote or to direct the vote    

0

 

 

(iii)

Sole power to dispose or to direct the disposition of   

0

 

 

(iv)

Shared power to dispose or to direct the disposition of   

0

Howard(1)

 

(a)

Amount beneficially owned:   

0

 

(b)

Percent of class:   

0.0%

 

(c)

Number of shares as to which the person has:

 

 

 

(i)

Sole power to vote or to direct the vote   

0

 

 

(ii)

Shared power to vote or to direct the vote    

0

 

 

(iii)

Sole power to dispose or to direct the disposition of   

0

 

 

(iv)

Shared power to dispose or to direct the disposition of   

0

 

(1)           John D. Howard is a Senior Managing Director of Bear Stearns & Co. Inc., a subsidiary of The Bear Stearns Companies, Inc. Through his ownership of JDH Management LLC ("JDH"), Mr. Howard exercised investment discretion over the reported securities held by Bear Stearns Merchant Banking Partners II, L.P., Bear Stearns Merchant Banking Investors II, L.P., Bear Stearns MB-PSERS II, L.P., The BSC Employee Fund III, L.P. and the BSC Employee Fund IV, L.P., (collectively, the "Funds"). JDH is the Manager of Bear Stearns Merchant Manager II, LLC which is the Manager of each of the Funds, and the special limited partner of Bear Stearns Merchant Capital II, L.P. which is the General Partner of all of the Funds. The reported securities were directly owned by the Funds

 

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   x.

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

 

Not Applicable

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

 

Not Applicable

 

Item 8.

Identification and Classification of Members of the Group

 

Not Applicable

 

Item 9.

Notice of Dissolution of Group

 

Not Applicable

 

Item 10.

Certification

 

Not Applicable

 

 

10



SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: November 30, 2006

 

 

 

 

 

 

BEAR STEARNS MERCHANT BANKING

 

PARTNERS II, L.P.

 

 

 

By: Bear Stearns Merchant Manager II, LLC,

 

its Manager

 

 

 

By: JDH Management, LLC,

 

its Manager

 

 

 

By:

/s/ John D. Howard

 

 

 

Name:

John D. Howard

 

 

Title:

Chief Executive Officer

 

 

Dated: November 30, 2006

 

 

BEAR STEARNS MERCHANT BANKING

 

INVESTORS II, L.P.

 

 

 

By: Bear Stearns Merchant Manager II, LLC,

 

its Manager

 

 

 

By: JDH Management, LLC,

 

its Manager

 

 

 

By:

/s/ John D. Howard

 

 

 

Name:

John D. Howard

 

 

Title:

Chief Executive Officer

 

 

Dated: November 30, 2006

 

 

 

 

BEAR STEARNS MB-PSERS II, L.P.

 

 

 

By: Bear Stearns Merchant Manager II, LLC,

 

its Manager

 

 

 

By: JDH Management, LLC,

 

its Manager

 

 

 

By:

/s/ John D. Howard

 

 

 

Name:

John D. Howard

 

 

Title:

Chief Executive Officer

 

11



 

Dated: November 30, 2006

 

 

 

 

THE BSC EMPLOYEE FUND III, L.P.

 

 

 

 

By: Bear Stearns Merchant Manager II, LLC,

 

its Manager

 

 

 

By: JDH Management, LLC,

 

its Manager

 

 

 

By:

/s/ John D. Howard

 

 

 

Name:

John D. Howard

 

 

Title:

Chief Executive Officer

Dated: November 30, 2006

 

 

 

 

 

 

THE BSC EMPLOYEE FUND IV, L.P.

 

 

 

By: Bear Stearns Merchant Manager II, LLC,

 

its Manager

 

 

 

By: JDH Management, LLC,

 

its Manager

 

 

 

By:

/s/ John D. Howard

 

 

 

Name:

John D. Howard

 

 

Title:

Chief Executive Officer

 

 

Dated: November 30, 2006

 

 

 

 

JOHN D. HOWARD

 

 

 

By:

/s/ John D. Howard

 

 

 

Name:

John D. Howard

 

12



SCHEDULE 13G/A

Index Exhibit

Exhibit Number

 

Exhibit Description

99.1

 

Joint Filing Agreement

 

13


 EX-99.1 2 a06-24741_1ex99d1.htm EX-99

EXHIBIT 99.1

JOINT FILING AGREEMENT

The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.

In accordance with Rule 13d-1(k)(1) promulgated under the Securities and Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each other on behalf of each of them of to such a statement on Schedule 13G with respect to the common stock of Reddy Ice Holdings, Inc. beneficially owned by each of them. This Joint Filing Agreement shall be included as an exhibit to such Schedule 13G.

 

Dated: November 30, 2006

 

 

BEAR STEARNS MERCHANT BANKING

 

PARTNERS II, L.P.

 

 

 

By: Bear Stearns Merchant Manager II, LLC,

 

its Manager

 

 

 

By: JDH Management, LLC,

 

its Manager

 

 

 

 

By:

/s/ John D. Howard

 

 

 

Name:

John D. Howard

 

 

Title:

Chief Executive Officer

 

 

 

 

 

 

 

BEAR STEARNS MERCHANT BANKING

 

INVESTORS II, L.P.

 

 

 

By: Bear Stearns Merchant Manager II, LLC,

 

its Manager

 

 

 

By: JDH Management, LLC,

 

its Manager

 

 

 

By:

/s/ John D. Howard

 

 

 

Name:

John D. Howard

 

 

Title:

Chief Executive Officer

 



 

BEAR STEARNS MB-PSERS II, L.P.

 

 

 

By: Bear Stearns Merchant Manager II, LLC,

 

its Manager

 

 

 

By: JDH Management, LLC,

 

its Manager

 

 

 

By:

/s/ John D. Howard

 

 

 

Name:

John D. Howard

 

 

Title:

Chief Executive Officer

 

 

 

 

 

 

 

THE BSC EMPLOYEE FUND III, L.P.

 

 

 

By: Bear Stearns Merchant Manager II, LLC,

 

its Manager

 

 

 

By: JDH Management, LLC,

 

its Manager

 

 

 

By:

/s/ John D. Howard

 

 

 

Name:

John D. Howard

 

 

Title:

Chief Executive Officer

 

 

 

 

 

 

 

THE BSC EMPLOYEE FUND IV, L.P.

 

 

 

By: Bear Stearns Merchant Manager II, LLC,

 

its Manager

 

 

 

By: JDH Management, LLC,

 

its Manager

 

 

 

By:

/s/ John D. Howard

 

 

 

Name:

John D. Howard

 

 

Title:

Chief Executive Officer

 

 

 

 

 

 

 

JOHN D. HOWARD

 

By:

/s/ John D. Howard

 

 

 

Name:

John D. Howard

 


 -----END PRIVACY-ENHANCED MESSAGE-----