-----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, O9x+ltV2cg9i9DecQX18dJ+vLrm+FNvwy6pTkpSUzco1AJ6eHgCE9vOehN59RWgK 2OVH+K5eLlHrz8Rs13lrvA== 0000898430-98-000199.txt : 19980123 0000898430-98-000199.hdr.sgml : 19980123 ACCESSION NUMBER: 0000898430-98-000199 CONFORMED SUBMISSION TYPE: POS AM PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19980122 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: GLACIER WATER TRUST I CENTRAL INDEX KEY: 0001049751 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-NONSTORE RETAILERS [5960] IRS NUMBER: 330779340 STATE OF INCORPORATION: DE FISCAL YEAR END: 1226 FILING VALUES: FORM TYPE: POS AM SEC ACT: SEC FILE NUMBER: 333-40335 FILM NUMBER: 98511162 BUSINESS ADDRESS: STREET 1: 2261 COSMOS CT CITY: CARLSBAD STATE: CA ZIP: 92009 BUSINESS PHONE: 6199302420 MAIL ADDRESS: STREET 1: 2261 COSMOS CT CITY: CARLSBAD STATE: CA ZIP: 92009 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GLACIER WATER SERVICES INC CENTRAL INDEX KEY: 0000883505 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-NONSTORE RETAILERS [5960] IRS NUMBER: 330493559 STATE OF INCORPORATION: DE FISCAL YEAR END: 1226 FILING VALUES: FORM TYPE: POS AM SEC ACT: SEC FILE NUMBER: 333-40335-01 FILM NUMBER: 98511163 BUSINESS ADDRESS: STREET 1: 2261 COSMOS CT CITY: CARLSBAD STATE: CA ZIP: 92009 BUSINESS PHONE: 6199302420 MAIL ADDRESS: STREET 1: 2261 COSMOS CT CITY: CARLSBAD STATE: CA ZIP: 92009 POS AM 1 POST-EFFECTIVE AMENDMENT #1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 22, 1998 REGISTRATION NO. 333-40335 - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------- GLACIER WATER SERVICES, INC. GLACIER WATER TRUST I (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) (EXACT NAME OF CO-REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE DELAWARE (STATE OR OTHER JURISDICTION OF (STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION) INCORPORATION OR ORGANIZATION) 33-0493559 33-0779340 (I.R.S. EMPLOYER IDENTIFICATION NO.) (I.R.S. EMPLOYER IDENTIFICATION NO.) 5962 6719 (PRIMARY STANDARD INDUSTRIAL (PRIMARY STANDARD INDUSTRIAL CLASSIFICATION CODE NUMBER) CLASSIFICATION CODE NUMBER) 2261 COSMOS COURT 2261 COSMOS COURT CARLSBAD, CA 92009 CARLSBAD, CA 92009 TELEPHONE: (760) 930-2420 TELEPHONE: (760) 930-2420 (ADDRESS INCLUDING ZIP CODE, AND (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, TELEPHONE NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICE) OF CO-REGISTRANT'S PRINCIPAL EXECUTIVE OFFICE)
JERRY A. GORDON PRESIDENT AND CHIEF OPERATING OFFICER GLACIER WATER SERVICES, INC. 2261 COSMOS COURT CARLSBAD, CALIFORNIA 92009 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) -------------- COPIES TO: KENNETH J. BARONSKY, ESQ. WILLIAM T. QUICKSILVER, ESQ. MILBANK, TWEED, HADLEY & MCCLOY MANATT, PHELPS & PHILLIPS, LLP 601 SOUTH FIGUEROA STREET, 30TH FLOOR 11355 WEST OLYMPIC BOULEVARD LOS ANGELES, CALIFORNIA 90017 LOS ANGELES, CA 90064-1614 TELEPHONE: (213) 892-4000 TELEPHONE: (310) 312-4210
-------------- APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As soon as practicable after this Registration Statement becomes effective. -------------- If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. [_] If the registrant elects to deliver its latest annual report to security holders, or a complete and legible facsimile thereof, pursuant to Item 11(a)(1) of this form, check the following box. [_] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of earlier effective registration statement for the same offering. [_] If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [_] If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [X] 333-40335 If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box. [_] -------------- THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE. - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- EXPLANATORY NOTE This Post-Effective Amendment No. 1 is being filed pursuant to Rule 462(d) under the Securities Act of 1933, as amended, by Glacier Water Trust I, a Delaware statutory business trust ("Water Trust I") and Glacier Water Services, Inc., a Delaware corporation ("Glacier"), in order to amend Exhibit 8.1 to the Company's Registration Statement on Form S-2, File No. 333-40335 (as amended, the "Registration Statement"). The prospectus that forms a part of the Registration Statement is incorporated herein by reference. PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION Securities and Exchange Commission registration fee................ $ 25,758 NASD fee........................................................... 7,000 American Stock Exchange fees....................................... 15,000 Trustees' fees and expenses........................................ 12,000* Legal fees and expenses............................................ 200,000* Blue Sky fees and expenses......................................... 10,000* Accounting fees and expenses....................................... 60,000* Printing expenses.................................................. 120,000* Miscellaneous expenses............................................. 20,242* -------- TOTAL.......................................................... $470,000 ========
- -------- * Estimated Amounts ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS Section 145 of the General Corporation Law of Delaware permits the indemnification of directors, officers, employees and agents of Delaware corporations. As permitted by Sections 102 and 145 of the Delaware General Corporation Law, the Registrant's certificate of incorporation eliminates a director's personal liability for monetary damages to the Registrant and its stockholders arising from a breach or alleged breach of a director's fiduciary duty except for liability under Section 174 of the Delaware General Corporation Law or liability for any breach of the director's duty of loyalty to the Registrant or its stockholders, for acts or omissions not in good faith or which involve unintentional misconduct or a knowing violation of law or for any transaction in which the director derived an improper personal benefit. The effect of this provision in the certificate of incorporation is to eliminate the rights of the Registrant and its stockholders (through stockholders' derivative suits on behalf of the Registrant) to recover monetary damages against a director for breach of fiduciary duty as a director (including breaches resulting from negligent or grossly negligent behavior) except in the situations described above. The Registrant's bylaws provide for indemnification of officers, directors and employees and the Company has entered into an indemnification agreement ("Indemnification Agreement") with each officer and director of the Registrant (an "Indemnitee"). Under the bylaws and these Indemnification Agreements, the Registrant must indemnify an Indemnitee to the fullest extent permitted by Delaware Law for losses and expenses incurred with actions in which the Indemnitee is involved by reason of having been a director or employee of the Registrant. The Registrant is also obligated to advance expenses an Indemnitee may incur in connection with such actions before any resolution of the action, and the Indemnitee may sue to enforce his or her right to indemnification or advancement of expenses. The Registrant has entered into indemnification agreements with its officers directors in the form incorporated by reference hereto as Exhibit 10.5. Under the Trust Agreement, Glacier will agree to indemnify each of the Trustees of Water Trust I or any predecessor Trustee for Water Trust I, and to hold each Trustee harmless against any loss, damage, claims, liability or incurred without negligence or bad faith on its part, arising out of or connection with the acceptance or administration of the Trust Agreement, the costs and expenses of defending itself against any claim or in connection with the exercise or performance of any of its powers or duties under the Trust Agreement. Glacier and Water Trust I have agreed to indemnify the Underwriters, the Underwriters have agreed to indemnify Water Trust I and Glacier for certain liabilities, including liabilities under the Securities Act of 1933, as amended. Reference is made to the Underwriting Agreement filed as Exhibit 1.1 herewith. II-1 ITEM 16. EXHIBITS (a) Exhibits 1.1 Form of Underwriting Agreement.+ 4.1 Form of Subordinated Indenture to be entered into between Glacier Water Services, Inc. and Wilmington Trust Company, as the Indenture Trustee.+ 4.2 Form of Officers' Certificate and Company Order.+ 4.3 Certificate of Trust of Water Trust I dated November 13, 1997.+ 4.4 Trust Agreement of Water Trust I dated as of November 13, 1997.+ 4.4.1 Form of Amended and Restated Trust Agreement of Water Trust I.+ 4.5 Form of Trust Preferred Certificate of Water Trust I.+ 4.6 Form of Common Securities Certificate of Water Trust I.+ 4.7 Form of Guarantee Agreement.+ 4.8 Form of Agreement as to Expenses and Liabilities.+ 4.9 Form of Junior Subordinated Deferrable Interest Debenture of Glacier.+ 5.1 Opinion and Consent of Milbank, Tweed, Hadley & McCloy.+ 5.2 Opinion and Consent of Richards, Layton & Finger, P.A.+ 8.1 Opinion and Consent of Milbank, Tweed, Hadley & McCloy, as counsel to Glacier Water Services, Inc., as to certain federal income tax matters. 10.1 Amended and Restated 1992 Stock Incentive Plan.(2) 10.2 Vending Machine Agreement between the Vons Companies, Inc. and BWVI.(1) 10.3 Location Agreement between Food 4 Less Supermarkets, Inc. and GW Services, Inc.(7) 10.4 Location Agreement between Ralphs Grocery Company, Cala Co., and GW Services, Inc.(8) 10.5 Form of Indemnification Agreement with Officers and Directors.(1) 10.6 Lease Agreement between Enterprise Leasing and GW Services, Inc.(3) 10.7 Lease Agreement between Robert N. and Jean K. Rindt and Glacier Water Services, Inc. relating to the Carlsbad, CA facility.(4) 10.8 1994 Stock Compensation Plan.(5) 10.8.1 Amendment No. 1 to 1994 Stock Compensation Plan.(6) 10.8.2 Amendment No. 2 to 1994 Stock Compensation Plan.(8) 10.9 Asset Purchase Agreement dated March 28, 1997 by and between Glacier Water Services, Inc., McKesson Corp. and McKesson Water Products Company.(8) 10.10 Credit Agreement between Tokai Bank of California, Glacier Water Services, Inc. and GW Services, Inc.(6) 10.10.1 Modification of Note and Credit Agreement between Tokai Bank of California, Glacier Water Services, Inc. and GW Services, Inc. effective February 6, 1996.(7) 10.10.2 Modification of Note and Credit Agreement between Tokai Bank of California, Glacier Water Services, Inc. and GW Services, Inc. effective June 20, 1996.(8) 10.10.3 Modification of Note and Credit Agreement between Tokai Bank of California, Glacier Water Services, Inc. and GW Services, Inc. effective March 28, 1997.(8) 10.10.4 Amendment to Guarantee of Note and Credit Agreement.(8) 12.1 Statement re Computation of Ratios.+ 23.1 Consent of Arthur Andersen LLP.
II-2 23.2 Consent of Deloitte & Touche LLP. 23.3 Consent of Milbank, Tweed, Hadley & McCloy (included in Exhibit 5.1 and 8.1 above).+ 23.4 Consent of Richards, Layton & Finger, P.A. (included in Exhibit 5.2 above).+ 23.5 Consent of Beverage Marketing Corporation.+ 24.1 Power of Attorney (set forth on the signature page of the Registration Statement).+ 25.1 Form T-1 Statement of Eligibility of Wilmington Trust Company to act as trustee under the Subordinated Indenture.+ 25.2 Form T-1 Statement of Eligibility of Wilmington Trust Company to act as trustee under the Amended and Restated Trust Agreement.+ 25.3 Form T-1 Statement of Eligibility of Wilmington Trust Company to act as trustee under the Trust Preferred Securities Guarantee Agreement.+ 27.1 Financial Data Schedule of Glacier Water Trust I.+
- -------- + Previously filed. (1) Incorporated by reference to the Company's Registration Statement on Form S-1 (File No. 33-61942), and the amendments thereto. (2) Incorporated by reference to the Company's Registration Statement on Form S-8 (File Number 33-61942) filed April 30, 1993. (3) Incorporated by reference to the Company's Annual Report on Form 10-K and amendments thereto dated March 11, 1994 for the year ended December 31, 1993. (4) Incorporated by reference to the Company's Quarterly Report on Form 10-Q for the three months ended March 31, 1994. (5) Incorporated by reference to the Company's Registration Statement on Form S-8 (File Number 33-80016) filed June 8, 1994. (6) Incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 1995. (7) Incorporated by reference to the Company's proxy statement from the 1995 Annual Meeting of Stockholders filed May 1, 1995. (8) Incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 1996. ITEM 17. UNDERTAKINGS (a) The undersigned Registrants hereby undertake that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrants' annual reports 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. (b) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrants pursuant to the foregoing provisions, or otherwise, the Registrants have 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 Registrants of expenses or paid by a director, officer or controlling person of the Registrants in the successful defense of any action, suit or proceeding) is asserted by such officer or controlling person in connection with the securities being registered, the Registrants 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. II-3 (c) The Registrants hereby undertake that: (1) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in the form of prospectus filed by the Registrants pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective. (2) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus 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. II-4 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-2 and has duly caused this Post-Effective Amendment No. 1 to the registration statement to be signed on its behalf by the undersigned, thereunto duly in the City of Carlsbad, State of California, on January 22, 1998. GLACIER WATER SERVICES, INC. /s/ Jerry A. Gordon By: _________________________________ Jerry A. Gordon President and Chief Operating Officer Pursuant to the Requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to the Registration Statement has been signed below by the following persons in the capacities and on the dates indicated. Dated: January 22, 1998 * ___________________________________________ Douglas C. Boyd, Director Dated: January 22, 1998 * ___________________________________________ Peter B. Foreman, Director Dated: January 22, 1998 /s/ Jerry A. Gordon ___________________________________________ Jerry A. Gordon, President, Chief Operating Officer and Director Dated: January 22, 1998 * ___________________________________________ Richard A. Kayne, Director Dated: January 22, 1998 * ___________________________________________ Scott H. Shlecter, Director Dated: January 22, 1998 * ___________________________________________ Robert V. Sinnott, Director Dated: January 22, 1998 * ___________________________________________ Jerry R. Welch, Chairman of the Board and Chief Executive Officer Dated: January 22, 1998 * ___________________________________________ Brenda K. Foster, Vice President, Controller (principal financial and accounting officer)
/s/ Jerry A. Gordon By: _____________________________ Jerry A. Gordon Attorney-in-Fact II-5 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-2 and has duly caused this Post- Effective Amendment No. 1 to the registration statement to be signed on its behalf by the undersigned, thereunto duly in the City of Carlsbad, State of California, on January 22, 1998. GLACIER WATER TRUST I Dated: January 22, 1998 * ___________________________________________ Jerry R. Welch Administrative Trustee Dated: January 22, 1998 /s/ Jerry A. Gordon ___________________________________________ Jerry A. Gordon Administrative Trustee Dated: January 22, 1998 * ___________________________________________ Brenda K. Foster Administrative Trustee
/s/ Jerry A. Gordon By: _____________________________ Jerry A. Gordon Attorney-in-Fact II-6 EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION ------- ----------- 1.1 Form of Underwriting Agreement.+ 4.1 Form of Subordinated Indenture to be entered into between Glacier Water Services, Inc. and Wilmington Trust Company, as Indenture Trustee.+ 4.2 Form of Officers' Certificate and Company Order.+ 4.3 Certificate of Trust of Water Trust I dated November 13, 1997.+ 4.4 Trust Agreement of Water Trust I dated as of November 13, 1997.+ 4.4.1 Form of Amended and Restated Trust Agreement of Water Trust I.+ 4.5 Form of Trust Preferred Certificate of Water Trust I.+ 4.6 Form of Common Securities Certificate of Water Trust I.+ 4.7 Form of Guarantee Agreement.+ 4.8 Form of Agreement as to Expenses and Liabilities.+ 4.9 Form of Junior Subordinated Deferrable Interest Debenture of Glacier.+ 5.1 Opinion and Consent of Milbank, Tweed, Hadley & McCloy.+ 5.2 Opinion and Consent of Richards, Layton & Finger, P.A.+ 8.1 Opinion and Consent of Milbank, Tweed, Hadley & McCloy, as counsel to Glacier Water Services, Inc., as to certain federal income tax matters. 10.1 Amended and Restated 1992 Stock Incentive Plan.(2) 10.2 Vending Machine Agreement between the Vons Companies, Inc. and BWVI.(1) 10.3 Location Agreement between Food 4 Less Supermarkets, Inc. and GW Services, Inc.(7) 10.4 Location Agreement between Ralphs Grocery Company, Cala Co., and GW Services, Inc.(8) 10.5 Form of Indemnification Agreement with Officers and Directors.(1) 10.6 Lease Agreement between Enterprise Leasing and GW Services, Inc.(3) 10.7 Lease Agreement between Robert N. and Jean K. Rindt and Glacier Water Services, Inc. relating to the Carlsbad, CA facility.(4) 10.8 1994 Stock Compensation Plan.(5) 10.8.1 Amendment No. 1 to 1994 Stock Compensation Plan.(6) 10.8.2 Amendment No. 2 to 1994 Stock Compensation Plan.(8) 10.9 Asset Purchase Agreement dated March 28, 1997 by and between Glacier Water Services, Inc., McKesson Corp. and McKesson Water Products Company.(8) 10.10 Credit Agreement between Tokai Bank of California, Glacier Water Services, Inc. and GW Services, Inc.(6) 10.10.1 Modification of Note and Credit Agreement between Tokai Bank of California, Glacier Water Services, Inc. and GW Services, Inc. effective February 6, 1996.(7) 10.10.2 Modification of Note and Credit Agreement between Tokai Bank of California, Glacier Water Services, Inc. and GW Services, Inc. effective June 20, 1996.(8)
EXHIBIT NUMBER DESCRIPTION ------- ----------- 10.10.3 Modification of Note and Credit Agreement between Tokai Bank of California, Glacier Water Services, Inc. and GW Services, Inc. effective March 28, 1997.(8) 10.10.4 Amendment to Guarantee of Note and Credit Agreement.(8) 12.1 Statement re Computation of Ratios.+ 23.1 Consent of Arthur Andersen LLP. 23.2 Consent of Deloitte & Touche LLP. 23.3 Consent of Milbank, Tweed, Hadley & McCloy (included in Exhibit 5.1 and 8.1 above).+ 23.4 Consent of Richards, Layton & Finger, P.A. (included in Exhibit 5.2 above).+ 23.5 Consent of Beverage Marketing Corporation.+ 24.1 Power of Attorney (set forth on the signature page of the Registration Statement).+ 25.1 Form T-1 Statement of Eligibility of Wilmington Trust Company to act as trustee under the Subordinated Indenture.+ 25.2 Form T-1 Statement of Eligibility of Wilmington Trust Company to act as trustee under the Amended and Restated Trust Agreement.+ 25.3 Form T-1 Statement of Eligibility of Wilmington Trust Company to act as trustee under the Trust Preferred Securities Guarantee Agreement.+ 27.1 Financial Data Schedule of Glacier Water Trust I.+
- -------- + Previously filed. (1) Incorporated by reference to the Company's Registration Statement on Form S-1 (File No. 33-61942), and the amendments thereto. (2) Incorporated by reference to the Company's Registration Statement on Form S-8 (File Number 33-61942) filed April 30, 1993. (3) Incorporated by reference to the Company's Annual Report on Form 10-K and amendments thereto dated March 11, 1994 for the year ended December 31, 1993. (4) Incorporated by reference to the Company's Quarterly Report on Form 10-Q for the three months ended March 31, 1994. (5) Incorporated by reference to the Company's Registration Statement on Form S-8 (File Number 33-80016) filed June 8, 1994. (6) Incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 1995. (7) Incorporated by reference to the Company's proxy statement from the 1995 Annual Meeting of Stockholders filed May 1, 1995. (8) Incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 1996. EX-8.1 2 OPINION & CONSENT OF MILBANK, TWEED, HADLEY EXHIBIT 8.1 January 22, 1998 Glacier Water Services, Inc. 2261 Cosmos Court Carlsbad, California 92009 Glacier Water Trust I 2261 Cosmos Court Carlsbad, California 92009 Re: CERTAIN FEDERAL INCOME TAX CONSEQUENCES --------------------------------------- OF THE PURCHASE AND OWNERSHIP OF CUMULATIVE ------------------------------------------- TRUST PREFERRED SECURITIES ISSUED BY ------------------------------------ GLACIER WATER TRUST I --------------------- Ladies and Gentlemen: We have acted as counsel to Glacier Water Services, Inc. ("Glacier") in connection with the preparation and filing with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Act"), of a Registration Statement on Form S-2, as amended, Registration No. 333-40335 (the "Registration Statement"). The Registration Statement relates to the offer for sale of 3,400,000 shares of Cumulative Trust Preferred Securities (the "Trust Preferred Securities") of Glacier Water Trust I ("Glacier Water Trust I"), a statutory business trust formed at the direction of Glacier under the laws of the State of Delaware, the Junior Subordinated Debentures to be issued by Glacier to Glacier Water Trust I in connection with the sale of the Trust Preferred Securities, and the Guarantee to be issued by Glacier with respect to the Trust Preferred Securities. This opinion letter relates to the material federal income tax consequences of the purchase and ownership of the Trust Preferred Securities by investors. All capitalized terms used in this opinion letter and not otherwise defined herein have the same meaning as set forth in the Registration Statement. Glacier Water Services, Inc. Glacier Water Trust I January 20, 1998 Page 2 We have examined the Registration Statement, the Trust Agreement of Glacier Water Trust I, and such other documents as we have deemed necessary to render our opinions expressed below. In our examination of such material, we have relied upon the current and continued accuracy of the factual matters we have considered, including the accuracy of the facts set forth in the prospectus contained in the Registration Statement, and we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity to original documents of all copies of documents submitted to us. In addition, we also have assumed that the transactions related to the issuance of the Junior Subordinated Debentures, the Trust Preferred Securities and the Guarantee will be consummated in accordance with the terms and forms of such documents. Based on the foregoing, and assuming that Glacier Water Trust I was formed and will be maintained in compliance with the terms of the Trust Agreement of Glacier Water Trust I, it is our opinion that: (1) Glacier Water Trust I will be classified for United States federal income tax purposes as a grantor trust and not as an association taxable as a corporation and, as a result, each beneficial owner of Trust Preferred Securities will be treated as owning an undivided beneficial interest in the Junior Subordinated Debentures held by Glacier Water Trust I; and (2) the section entitled "Certain Federal Income Tax Consequences" in the Registration Statement is correct in all material respects. This opinion is based upon the Internal Revenue Code of 1986, as amended (the "Code"), the Treasury Regulations promulgated thereunder and other relevant authorities and law, all as in effect on the date hereof. Future changes in the law or interpretations of the law may cause the tax treatment of the transactions referred to herein to be materially different from that described above. We have undertaken no obligation to update this opinion in such event. Other than the specific tax opinions set forth in this letter, no other opinion has been requested of us or rendered by us with respect to the tax treatment of the proposed issuance and sale of the Junior Subordinated Debentures, the Trust Preferred Securities or the Guarantee, including, but not limited to, the tax treatment of the proposed transactions under other provisions of the Code and the Treasury Regulations or the tax treatment of Glacier Water Services, Inc. Glacier Water Trust I January 20, 1998 Page 20 the proposed transactions under state, local, foreign or any other tax laws. We hereby consent to the filing of this letter as an exhibit to the Registration Statement and the use of our name in the Registration Statement under the caption "Certain Federal Income Tax Consequences." In giving such consent, we do not concede that this consent is required under Section 7 of the Securities Act of 1933. Very truly yours, /s/ Milbank, Tweed, Hadley & McCloy BK/KJB EX-23.1 3 CONSENT OF ARTHUR ANDERSEN LLP EXHIBIT 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the use of our report (and to all references to our Firm) included in or made part of this registration statement. Arthur Andersen LLP San Diego, California January 22, 1998 EX-23.2 4 CONSENT OF DELOITTE & TOUCHE LLP EXHIBIT 23.2 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference and the use in this Post- Effective Amendment No. 1 to the Registration Statement of Glacier Water Services, Inc. on Form S-2 of our report dated May 9, 1997 relating to the financial statements of the Aqua-Vend Business (Certain Operations of McKesson Water Products Company) appearing in the Prospectus, which is part of this Registration Statement. We also consent to the reference to us under the heading "Experts" in such Prospectus. Deloitte & Touche LLP San Francisco, California January 22, 1998 -----END PRIVACY-ENHANCED MESSAGE-----