Reddy Ice Holdings (FRZ)

Item 8.01.   Other Events.

On August 19, 2009, Reddy Ice Holdings, Inc. (the “Company”) issued a press release announcing that certain of the Company’s officers, including Gilbert M. Cassagne, the Company’s Chairman of the Board, Chief Executive Officer and President; Steven J. Janusek, the Company’s Executive Vice President, Chief Financial Officer and Secretary; Paul D. Smith, the Company’s Executive Vice President and Chief Operating Officer, William A. Tolany, the Company’s Executive Vice President and Chief Customer Officer; and Angela S. Wallander, the Company’s Executive Vice President and Chief Administrative Officer, have established pre-arranged personal stock trading plans, or amended their pre-existing pre-arranged personal stock trading plans, in each case to purchase shares of the Company’s common stock.  The plans are intended to comply with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended, and comply with the Company’s insider trading policy.  The press release is contained in Exhibit 99.1 and is incorporated herein by reference.

Item 8.01.              Other Events.

On July 28, 2009, the compensation committee of the Board of Directors of Reddy Ice Holdings, Inc. (the “Company”) approved a new compensation structure for the Company’s non-employee directors.  The new compensation structure was based on a compensation study performed by Towers Perrin, a recognized compensation consultant.

Under the updated compensation structure, the non-employee directors will each receive $48,000 per annum as compensation for their service, payable quarterly in arrears.  Members of the committees of the Board of Directors will generally no longer receive additional compensation for such service, except that: (i) the chairperson of the audit committee will receive an additional fee of $5,000 per year, (ii) the chairpersons of the compensation committee and the corporate governance and nominating committee will receive an additional fee of $2,500 per year and (iii) per-meeting compensation for members of the special committee (investigation) will not be changed.

The non-employee directors’ equity compensation was also modified by the compensation committee based on Towers Perrin’s advice.  With the final vesting of all outstanding restricted stock units occurring on August 12, 2009, non-employee directors would no longer have had any form of equity compensation under the prior structure.  In accordance with recent changes in the structure of employee equity incentive compensation, restricted stock units will no longer be issued to non-employee directors.  Instead, each non-employee director will receive an annual stock grant immediately following the Company’s annual meeting of stockholders with a value on the date of grant of $48,000, an amount generally consistent with the target value of annual equity compensation at the time our directors’ compensation was last studied.  In connection with the adoption of the new compensation structure on July 28, 2009, the grants for 2009 were approved by the compensation committee.

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Item 8.01.              Other Events.

On May 29, 2009, and June 2, 2009, in the case styled Martin G. McNulty v. Reddy Ice Holdings Inc., et al., pending in the United States District Court for the Eastern District of Michigan, Judge Paul D. Borman issued two orders dismissing all claims asserted by McNulty against Reddy Ice Holdings, Inc. (the Company”), and Reddy Ice Corporation and dismissing the Company, and Reddy Ice Corporation from that case.

On June 1, 2009, in the multidistrict litigation styled In re: Packaged Ice Litigation, and pending in the United States District Court for the Eastern District of Michigan, Judge Borman issued an Opinion and Order Appointing  Interim Class Counsel.  That order names Kohn, Swift, & Graft, P.C. as interim lead class counsel for the proposed direct purchaser class and appoints Gurewitz & Raben, PLLC as liaison counsel.  The order further appoints Levitt & Kaizer, the Law offices of Max Wild and The Perrin Law Firm as interim lead counsel for the proposed indirect purchaser class, with The Perrin Law Firm acting as liaison counsel.

On June 8, 2009, the Company issued a press release to announce the Company’s hiring of Angela S. Wallander as Executive Vice President and Chief Administrative Officer.  The press release is contained in Exhibit 99.1 and is incorporated herein by reference.

Item 8.01.              Other Events.

On May 20, 2009, the Company issued a press release to announce the results of the Company’s annual meeting of stockholders and the election by the Board of Directors of Gilbert M. Cassagne as Chairman of the Board of Directors.  The press release is contained in Exhibit 99.1 and is incorporated herein by reference.

On April 30, 2009, the Company issued a press release to announce the appointment of four new members of its senior management team.  The press release is contained in Exhibit 99.2 and is incorporated herein by reference.

Item 8.01.   Other Events.

                On March 16, 2009, Reddy Ice Holdings, Inc. (the “Company”) issued a press release announcing that certain of the Company’s officers, including Gilbert M. Cassagne, the Company’s President and Chief Executive Officer; Steven J. Janusek, the Company’s Executive Vice President, Chief Financial Officer and Secretary; and Paul D. Smith, the Company’s Executive Vice President and Chief Operating Officer, have established pre-arranged personal stock trading plans, or amended their pre-existing pre-arranged personal stock trading plans, in each case to purchase shares of the Company’s common stock.  The plans are intended to comply with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended, and comply with the Company’s insider trading policy.  The press release is contained in Exhibit 99.1 and is incorporated herein by reference.

Other Events

        On March 10, 2009, we announced that William P. Brick, our Executive Chairman and the Chairman of our Board of Directors, is planning to retire after our annual meeting of shareholders, which is anticipated to be held in May 2009. Following his retirement as an employee of the Company, Mr. Brick will serve as a consultant for the remainder of 2009 and is expected to continue to serve as a member of our Board of Directors. Mr. Gilbert M. Cassagne, our Chief Executive Officer and President, is expected to be named as Chairman of the Board of Directors following the annual meeting of stockholders.

        On July 2, 2007, we announced that we had entered into an Agreement and Plan of Merger, dated as of July 2, 2007 (the "Merger Agreement"), by and among Reddy Holdings and certain affiliates of GSO Capital Partners LP ("GSO"). The Merger Agreement provided for the acquisition of our outstanding common stock for a cash purchase price of $31.25 per share. On January 31, 2008, we reached an agreement with affiliates of GSO to terminate the Merger Agreement. A settlement agreement (the "Settlement Agreement") was entered into which released all parties from any claims related to the contemplated acquisition and provided for a $21 million termination fee to be paid by

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GSO. We agreed to pay up to $4 million of fees and expenses incurred by GSO and its third-party consultants in connection with the transaction. We received a net payment of $17 million on February 5, 2008.

Other Events

        On March 10, 2009, we announced that William P. Brick, our Executive Chairman and the Chairman of our Board of Directors, is planning to retire after our annual meeting of shareholders, which is anticipated to be held in May 2009. Following his retirement as an employee of the Company, Mr. Brick will serve as a consultant for the remainder of 2009 and is expected to continue to serve as a member of our Board of Directors. Mr. Gilbert M. Cassagne, our Chief Executive Officer and President, is expected to be named as Chairman of the Board of Directors following the annual meeting of stockholders.

        On July 2, 2007, we announced that we had entered into an Agreement and Plan of Merger, dated as of July 2, 2007 (the "Merger Agreement"), by and among Reddy Holdings and certain affiliates of GSO Capital Partners LP ("GSO"). The Merger Agreement provided for the acquisition of our outstanding common stock for a cash purchase price of $31.25 per share. On January 31, 2008, we reached an agreement with affiliates of GSO to terminate the Merger Agreement. A settlement agreement (the "Settlement Agreement") was entered into which released all parties from any claims related to the contemplated acquisition and provided for a $21 million termination fee to be paid by

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GSO. We agreed to pay up to $4 million of fees and expenses incurred by GSO and its third-party consultants in connection with the transaction. We received a net payment of $17 million on February 5, 2008.

Other Events

        On March 10, 2009, we announced that William P. Brick, our Executive Chairman and the Chairman of our Board of Directors, is
planning to retire after our annual meeting of shareholders, which is anticipated to be held in May 2009. Following his retirement as an employee of the Company, Mr. Brick will serve as a
consultant for the remainder of 2009 and is expected to continue to serve as a member of our Board of Directors. Mr. Gilbert M. Cassagne, our Chief Executive Officer and President, is expected
to be named as Chairman of the Board of Directors following the annual meeting of stockholders.

        On
July 2, 2007, we announced that we had entered into an Agreement and Plan of Merger, dated as of July 2, 2007 (the "Merger Agreement"), by and among Reddy Holdings and
certain affiliates of GSO Capital Partners LP ("GSO"). The Merger Agreement provided for the acquisition of our outstanding common stock for a cash purchase price of $31.25 per share. On
January 31, 2008, we reached an agreement with affiliates of GSO to terminate the Merger Agreement. A settlement agreement (the "Settlement Agreement") was entered into which released all
parties from any claims related to the contemplated acquisition and provided for a $21 million termination fee to be paid by

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GSO.
We agreed to pay up to $4 million of fees and expenses incurred by GSO and its third-party consultants in connection with the transaction. We received a net payment of $17 million
on February 5, 2008.

Item 8.01.   Other Events.

On February 13, 2009, Reddy Ice Holdings, Inc. (“Reddy Ice” or the “Company”) was notified by the New York Stock Exchange (the “NYSE”) that the NYSE has accepted the Company’s plan for continued listing.

As a result, the Company’s stock will continue to be listed on the NYSE, subject to quarterly reviews by the NYSE’s Listing and Compliance Committee to ensure the Company’s progress toward its plan to restore compliance with continued listing standards.  On November 18, 2008, the Company announced that it was below continued listing criteria because its average global market capitalization over a consecutive 30 trading-day period and total stockholders’ equity were each less than $75 million.

On February 13, 2009, the Company issued a press release regarding its receipt of the notification from the NYSE.  The press release is contained in Exhibit 99.1 and is incorporated herein by reference.

Item 8.01.   Other Events.

On November 24, 2008, Reddy Ice Holdings, Inc. (the “Company”) issued a press release announcing that certain of the Company’s officers, including Gilbert M. Cassagne, the Company’s President and Chief Executive Officer; Steven J. Janusek, the Company’s Executive Vice President, Chief Financial Officer and Secretary; and Paul D. Smith, the Company’s Executive Vice President and Chief Operating Officer, have each entered into trading plans to purchase shares of the Company’s common stock.  The plans are intended to comply with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended, and comply with the Company’s insider trading policy.  The press release is contained in Exhibit 99.1 and is incorporated herein by reference.

Item 8.01.              Other Events.

On November 19, 2008, Reddy Ice Holdings, Inc. (the “Company”) was notified by the Civil Fraud Division of the United States Department of Justice (the “Civil Fraud Division”) that the Civil Fraud Division has opened an investigation with respect to the Company.  The Civil Fraud Division’s investigation is expected to examine whether the Company may have violated the federal False Claims Act by receiving supracompetitive prices from the federal government in connection with any government contracts.  The Civil Fraud Division’s investigation is related to the ongoing investigation by the Antitrust Division of the United States Department of Justice into possible antitrust violations in the packaged ice industry.  The Company is cooperating with the authorities in these investigations.

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Item 8.01.  Other Events.

Shareholder Derivative Lawsuit

On October 16, 2008, Reddy Ice Holdings, Inc. (the “Company”) received notice that a shareholder derivative petition has been filed by an individual identifying herself as a stockholder of the Company in Texas State District Court, Dallas County, naming the Company as a nominal defendant and naming all of the members of the Company’s Board of Directors and certain current and former executives of the Company as defendants.  The petition alleges claims of breach of fiduciary duty, unjust enrichment and gross mismanagement against the directors and executives in connection with alleged violations of the antitrust laws within the packaged ice industry.  As previously disclosed, a special committee of the Company’s board of directors is conducting an ongoing investigation into the allegations of violations of the antitrust laws.  Based on the facts known to date, the Company’s management believes that the claims asserted in this action are without merit and intends to defend against this suit vigorously.

Securities and Exchange Commission Informal Inquiry

On October 21, 2008, the Company was notified by the Securities and Exchange Commission (the “SEC”) that it has initiated an informal inquiry relating to matters being investigated by the special committee of the Company’s board of directors.  The Company is cooperating with the SEC in its inquiry.

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Item 8.01.  Other Events.

Suspension of Dividend

On September 15, 2008 the Company issued a press release (the “Dividend Press Release”) announcing that its board of directors had amended the Company’s dividend policy and suspended the Company’s quarterly cash

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Item 8.01.        Other Events.

On August 8, 2008, a purported class action complaint was filed in the United States District Court for the Eastern District of Michigan asserting claims under the federal securities laws against Reddy Ice Holdings, Inc. (the “Company”) and three of its current or former senior officers, William Brick, Jimmy Weaver and Steven Janusek.  The complaint alleges that the defendants misrepresented and failed to disclose the existence of, and Reddy Ice’s alleged participation in, an alleged antitrust conspiracy in the packaged ice industry.  The complaint purports to assert claims on behalf of an alleged class of purchasers of the Company’s common stock between August 10, 2005 and March 6, 2008.  The Company intends to vigorously defend this lawsuit.

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Item 8.01 Other Events.

As previously disclosed, Reddy Ice Holdings, Inc. (the “Company”) has been named in putative class action lawsuits instituted in various federal courts in multiple jurisdictions alleging violations of the federal antitrust laws and related claims and seeking damages and injunctive relief. On June 5, 2008 the Judicial Panel on Multidistrict Litigation (the “Panel”) issued an order transferring certain of these actions to the Eastern District of Michigan for coordinated or consolidated pretrial proceedings. The Company had previously filed a motion with the Panel supporting the transfer and consolidation of these actions. The Company expects that all other putative class actions pending in federal courts containing similar allegations will also ultimately be transferred to the Eastern District of Michigan for coordinated or consolidated pretrial proceedings. The Panel’s order did not involve any determination as to the validity of any of the asserted claims, or as to whether class certification is appropriate in these cases. The Company intends to vigorously defend these lawsuits.

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Item 8.01 Other Events.

On April 17, 2008, the Company announced in the Press Release that it has retained an executive search firm, Spencer Stuart, to identify a new Chief Executive Officer as the next step in the Board’s previously announced ongoing review of the Company’s current management structure.

A copy of the Press Release is attached hereto as Exhibit 99.1.

Item 8.01.              Other Events.

On March 25, 2008, Reddy Ice was served by the Office of the Attorney General of the State of Florida with an antitrust civil investigative demand requesting the production of documents and information relating to an investigation of agreements in restraint of trade and/or price-fixing with respect to the pricing or market allocation of packaged ice.  The Company believes the investigation by the State of Florida is related to the previously disclosed investigation of the packaged ice industry by the Antitrust Division of the United States Department of Justice.  The Company is cooperating with the authorities in these investigations.

As previously disclosed, the Company, along with other participants in the packaged ice industry, have been named as defendants in putative class actions alleging violations of the federal antitrust laws and related claims and seeking damages and injunctive relief.  The Company is currently aware of 37 such putative class actions, although the Company has not yet been formally served in connection with all of these lawsuits.  Certain of the plaintiffs in these actions have filed motions with the Judicial Panel on Multidistrict Litigation to have the cases transferred and consolidated for pre-trial proceedings.  The Company intends to vigorously defend these lawsuits.

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Item 8.01.              Other Events.

On March 17, 2008 the Company issued a press release announcing that its board of directors had declared a quarterly cash dividend on its common stock for the period from January 1, 2008 to March 31, 2008, in the amount of $0.42 per share, payable on or about April 15, 2008, to stockholders of record as of March 31, 2008.  A copy of the press release is attached hereto as Exhibit 99.1, which is incorporated herein by reference.

Item 8.01.              Other Events.

On March 7, 2008, Reddy Ice Holdings, Inc. issued a press release to supplement the information provided in the press release issued on March 6, 2008 regarding the execution of a search warrant at the Company’s Dallas corporate office on March 5, 2008.  The execution of the search warrant was directed by the Antitrust Division of the United States Department of Justice in connection with an investigation of the packaged ice industry.  The Company’s board of directors has formed a special committee of independent directors to conduct an internal investigation.

A copy of the press release is contained in Exhibit 99.1 and is incorporated herein by reference.

Item 8.01.              Other Events.

On March 6, 2008, Reddy Ice Holdings, Inc. issued a press release to announce that federal officials executed a search warrant at the Company’s corporate office in Dallas, Texas on March 5, 2008.

A copy of the press release is contained in Exhibit 99.1 and is incorporated herein by reference.

Item 8.01.              Other Events.

A copy of the press release issued by the Company on January 31, 2008 with respect to the Settlement Agreement is contained in Exhibit 99.1 and is incorporated herein by reference.

Item 8.01.              Other Events.

On January 9, 2008, Reddy Ice Holdings, Inc. (the “Company”) issued a press release to update the status of the pending merger contemplated by the Agreement and Plan of Merger, dated as of July 2, 2007, by and among Reddy Ice Holdings, Inc., Frozen, LLC, a Delaware limited liability company, Hockey Parent Inc., a Delaware corporation and Hockey Mergersub, Inc., a Delaware corporation, as amended by Amendment No. 1 to the Agreement and Plan of Merger, dated as of August 30, 2007 (as amended, the “Merger Agreement”).

A copy of the press release is contained in Exhibit 99.1 and is incorporated herein by reference.

Item 8.01.              Other Events.

On October 12, 2007 the Company issued a press release announcing the results of its special meeting of stockholders, held on October 12, 2007.  At the special meeting, the Company’s stockholders approved and adopted the agreement and plan of merger among the Company, Frozen, LLC, Hockey Parent Inc. and Hockey MergerSub, Inc., entities formed by funds managed by GSO Capital Partners LP (as amended, the “Merger Agreement”).  A copy of the press release is attached hereto as Exhibit 99.1, which is incorporated herein by reference.

Item 8.01.              Other Events

On September 27, 2007, the plaintiffs in the purported class action against the Company, the members of the Company’s Board of Directors and GSO Capital Partners LP filed a motion with the District Court of Texas, Collin County, seeking a temporary restraining order to enjoin the special meeting of the Company’s stockholders to adopt the agreement and plan of merger (the “Merger Agreement”) dated as of July 2, 2007 and entered into between the Company and entities formed by funds affiliated with GSO Capital Partners LP.  A hearing with respect to the motion has been scheduled for October 3, 2007.  The Company believes that the claims asserted in this action are without merit and that no grounds exist for the granting of a temporary restraining order.  The Company intends to defend against this suit vigorously.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:       September 28, 2007

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Item 8.01.              Other Events.

On September 17, 2007 the Company issued a press release announcing that its board of directors had declared a quarterly cash dividend on its common stock for the period from July 1, 2007 to September 30, 2007, in the amount of $0.42 per share, payable on or about October 15, 2007, to stockholders of record as of September 28, 2007.  A copy of the press release is attached hereto as Exhibit 99.1, which is incorporated herein by reference.

Item 8.01.              Other Events.

On September 12, 2007 the Company issued a press release announcing the disposition of substantially all of the Company’s non-ice businesses.  A copy of the press release is attached hereto as Exhibit 99.1, which is incorporated herein by reference.

Item 8.01.                           Other Events

On July 17, 2007, the Company issued a press release announcing that it was in receipt of a letter from Shamrock Capital Advisors, Inc. (“Shamrock”) stating that it opposes the agreement between the Company and certain funds managed by GSO Capital Partners LP (“GSO”) relating to the acquisition of the Company by GSO for approximately $1.1 billion and providing a response to the letter from the Special Committee of the Board of Directors.  A copy of the press release is attached hereto as Exhibit 99.1, which is incorporated herein by reference.

Item 8.01.                           Other Events

On July 17, 2007, the Company issued a press release announcing that it was in receipt of a letter from Shamrock Capital Advisors, Inc. (“Shamrock”) stating that it opposes the agreement between the Company and certain funds managed by GSO Capital Partners LP (“GSO”) relating to the acquisition of the Company by GSO for approximately $1.1 billion and providing a response to the letter from the Special Committee of the Board of Directors.  A copy of the press release is attached hereto as Exhibit 99.1, which is incorporated herein by reference.

Item 8.01.              Other Events

On July 9, 2007, Reddy Ice Holdings, Inc. (the “Company”) received notice that a putative derivative complaint was filed by an entity identifying itself as a stockholder of the Company in the District Court of Texas, Collin County, naming the Company as a nominal defendant and naming all of the members of the Company’s Board of Directors and GSO Capital Partners, LP as defendants.   The complaint alleges that our directors breached their fiduciary duties in connection with their approval of the proposed merger transaction.  Based on the facts known to date, our management believes that the claims asserted in this action are without merit and intends to defend against this suit vigorously.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:       July 12, 2007

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