##### Table of Contents



---

---

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549


FORM 10-K/A

AMENDMENT NO. 1

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2002

OR

[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period ___________ to _________

Commission File Number 333-29357



---



PACKAGED ICE, INC.

(Exact name of registrant as specified in its charter)


TEXAS
        
        76-0316492(State or Other Jurisdiction of
        
        (IRS EmployerIncorporation or Organization)
        
        Identification Number)


3535 TRAVIS STREET, SUITE 170 DALLAS, TEXAS 75204
(Address of Principal Executive Offices) (Zip Code)

(214) 526-6740
(Issuers telephone number, including area code)



---



Securities registered pursuant to Section 12(b) of the Act: Common Stock, par value $0.01 per share
Securities registered pursuant to Section 12(g) of the Act: Preferred Share Purchase Rights

Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the past 12 months (or for such shorter period that the issuer was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. YES [X]  NO [  ]

Indicate by check mark if disclosure of delinquent filers in response to Item
405 of Regulation S-K is not contained herein, and none will be contained, to
the best of the Registrants knowledge, in any definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.  [  ]

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2). [  ]

The aggregate market value of the voting stock (which consists solely of shares
of common stock) held by non-affiliates of the registrant as of June 28, 2002
was $19.5 million based on the closing price on that date on the American Stock
Exchange. Shares of common stock held by each officer, director and holder of
10% or more of the outstanding common stock have been excluded in that such
persons may be deemed affiliates. This determination of affiliate status is
not necessarily a conclusive determination for other purposes.

The number of shares outstanding of the registrants common stock, $.01 par
value, as of April 25, 2003 was 20,157,304 shares.

Documents incorporated by reference: None



---

---





---

TABLE OF CONTENTS



|                                                  |                                                                               |  |  |  |  |  |  | 
|------------------------------------------------- | ----------------------------------------------------------------------------- |  |  |  |  |  |  | 
|PART III                                         
|                                                  | ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT                  
|                                                  | ITEM 11. EXECUTIVE COMPENSATION                                              
|                                                  | ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT      
|                                                  | ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                      
|PART IV                                          
|                                                  | ITEM 15. EXHIBITS, FINANCIAL STATEMENTS AND SCHEDULES AND REPORTS ON FORM 8-K
|SIGNATURES                                       
|CERTIFICATION UNDER THE EXCHANGE ACT RULES       
|EX-99.3 CEO Certification Pursuant to 18 USC 1350
|EX-99.4 CFO Certification Pursuant to 18 USC 1350



---



##### Table of Contents



PACKAGED ICE, INC. AND SUBSIDIARIES
AMENDMENT NO. 1 TO ANNUAL REPORT ON FORM 10-K/A
FOR THE YEAR ENDED DECEMBER 31, 2002

INTRODUCTORY NOTES AND TABLE OF CONTENTS

Packaged Ice, Inc. hereby amends and restates in their entirety, each of the
following items of the Packaged Ice, Inc. Annual Report on Form 10-K for the
fiscal year ended December 31, 2002, filed with the Securities and Exchange
Commission (the SEC) on March 20, 2003.

PAGEPART IIIItem 10.
        
        Directors and Executive Officers of the Registrant
        
        
        2Item 11.
        
        Executive Compensation
        
        
        4Item 12.
        
        Security Ownership of Certain Beneficial Owners and Management
        
        
        9Item 13.
        
        Certain Relationships and Related Transactions
        
        
        11


In addition, Packaged Ice, Inc. hereby amends the following item of the
Packaged Ice, Inc. Annual Report on Form 10-K for the fiscal year ended
December 31, 2002, filed with the SEC on March 20, 2003, to include the
certifications required by 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, as Exhibits 99.3 and 99.4.

PART IVItem 15.
        
        Exhibits, Financial Statements and Schedules and Reports on Form 8-K
        
        
        11SIGNATURES
        
        
        12CERTIFICATIONS
        
        
        13


This Form 10-K/A does not reflect events occurring after the filing of the
original Form 10-K, and does not modify or update the disclosures therein in
any way other than as required to reflect the amendments described above and
set forth below.

1



---



##### Table of Contents






PART III




ITEM 10.   DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth certain information as of April 25, 2003
regarding the directors and executive officers of Packaged Ice, Inc. (Packaged
Ice). Each of the officers has been elected to serve until his successor is
duly appointed or elected or until his earlier removal or resignation from
office. No arrangement or understanding exists between any of the officers and
any other person pursuant to which they were or are to be selected as an
officer.

NAME
        
        AGE
        
        POSITIONSWilliam P. Brick
        
        52
        
        Chief Executive Officer and Chairman of the Board of DirectorsJimmy C. Weaver
        
        49
        
        President, Chief Operating Officer and DirectorSteven J. Janusek
        
        31
        
        Executive Vice President, Chief Financial Officer (Principal
Accounting and Financial Officer) and SecretaryGraham D. Davis
        
        48
        
        Executive Vice President  Central OperationsBen D. Key
        
        48
        
        Senior Vice President  Sales and MarketingThomas L. Dann
        
        54
        
        Senior Vice President  Western OperationsJoseph A. Geloso
        
        48
        
        Senior Vice President  Eastern OperationsMark A. Steffek
        
        34
        
        Vice President  Finance and TreasurerRichard A. Coonrod
        
        72
        
        DirectorA.J. Lewis III
        
        47
        
        DirectorRobert G. Miller
        
        52
        
        DirectorTracy L. Noll
        
        54
        
        DirectorSteven P. Rosenberg
        
        44
        
        Director


William P. Brick,age 52, became Chief Executive Officer of Packaged Ice
in April 2001 and the Chairman of the Board of Directors in June 2001. Prior
to joining Packaged Ice, Mr. Brick was employed by Suiza Foods Corporation
(Suiza), where he served as Executive Vice President from July 1996 to
October 1996, and as Chief Operating Officer of Dairy Operations from October
1996 until January 2000. Before joining Suiza, Mr. Brick was the Vice
President  Sales and Marketing for the Metropoulos Management Group from
February 1996 until June 1996. From 1995 until January 1996, he served as Vice
President  Sales and Marketing for Ultra Products. In addition, from 1991
until December 1994, Mr. Brick held various positions with the Morningstar
Group, Inc., including Vice President of Sales, and he served in several
capacities for Palm Diaries Inc. in Calgary, Alberta, from 1988 until 1991.

Jimmy C. Weaver, age 49, became Chief Operating Officer of Packaged Ice in
April 1998, President in February 2001 and a director in May 2002. From April
1998 through January 2001, he served as Executive Vice President of Packaged
Ice. Mr. Weaver joined Reddy Ice Corporation (Reddy Ice) in September 1996
and was President of Reddy Ice prior to its acquisition by Packaged Ice. From
May 1993 until August 1996, Mr. Weaver was Vice President of Sales and
Marketing of Booth/Crystal Tips, a manufacturing division of Scotsman
Industries based in Dallas, Texas, that produces and sells ice making
equipment.

Steven J. Janusek, age 31, became Packaged Ices Chief Financial Officer
in October 2000 and Secretary in June 2001. Mr. Janusek is a certified public
accountant and served as Treasurer from February 2000 until March 2001, and as
Corporate Controller from January 1998 until October 2000. Mr. Janusek joined
Southwestern Ice, Inc. (Southwestern Ice) in July 1994 and from January 1996
served as the Corporate Controller of Southwestern Ice until its merger with
Packaged Ice in April 1997. Mr. Janusek briefly resigned his position as Chief
Financial Officer in March 2001 to pursue another opportunity, but returned to
Packaged Ice as Chief Financial Officer in April 2001.

Graham D. Davis,age 48, is Packaged Ices Executive Vice President -
Central Operations. From April 1998 through March 2001, he was Packaged Ices
Senior Vice President  Western Operations. Mr. Davis joined

2



---



##### Table of Contents



Reddy Ice in 1977
as Controller. For the five years prior to joining Packaged Ice, Mr. Davis was
Executive Vice President of Operations of Reddy Ice.

Ben D. Key,age 48, became Packaged Ices Senior Vice President  Sales
and Marketing in April 2001. From April 1998 until April 2001, Mr. Key served
Packaged Ice as Vice President  Sales and Marketing. Mr. Key joined Reddy Ice
in June 1997 and served in the same position prior to its acquisition. Prior
to joining Reddy Ice, Mr. Key was engaged in government service and political
consulting for twenty years.

Thomas L. Dann,age 54, became Packaged Ices Senior Vice President -
Western Operations in February 2001. Mr. Dann joined Reddy Ice in 1987 through
the acquisition of his company, Lampasas Ice, which he owned and operated from
1966. While at Reddy Ice and subsequently at Packaged Ice, Mr. Dann has served
in various management positions including plant manager, zone manager and area
vice president.

Joseph A. Geloso,age 48, became Packaged Ices Senior Vice President -
Eastern Operations in February 2001. Mr. Geloso joined Reddy Ice in 1987 as a
plant manager. While at Reddy Ice and subsequently at Packaged Ice, Mr. Geloso
served in various management positions including plant manager, zone manager
and area vice president.

Mark A. Steffek,age 34, became Packaged Ices Vice President -Finance and
Treasurer in April 2001. Mr. Steffek is a certified public accountant and from
September 1991 until he joined Packaged Ice in September 2000 as its Director
of Financial Reporting and Assistant Treasurer, he served as an auditor with
Deloitte & Touche LLP.

Richard A. Coonrod,age 72, has been a director since 1995 and is a member
of the Compensation, Audit and Corporate Governance and Nominating Committees
of the Board of Directors. Mr. Coonrod has been a general partner of The Food
Fund Limited Partnership since 1989 and has been President of Coonrod
Agriproduction Corporation, a food and agribusiness consulting and investment
firm, since 1985. Mr. Coonrod was a director of Orange-Co, Inc. from 1987
until 1988, and was a director of Michael Foods, Inc., from 1994 until April
2001.

A.J. Lewis III, age 47, has been a shareholder and a director of Packaged
Ice since 1991. Mr. Lewis acquired Mission Party Ice, Inc. in 1988 and was its
president and the sole director until Packaged Ice purchased it in April 1997.
He founded Southwest Texas Packaged Ice, Inc. in 1991 and was its president and
a director from inception until its acquisition by Packaged Ice in April 1997.
Mr. Lewis served as President of Packaged Ice from January 1997 until February
2001, as Vice Chairman of the Board of Directors from February 2001 until April
2001 and Chairman of the Board of Directors from April 2001 until June 2001.
Since 1989, Mr. Lewis has been a director and president of Southwest Texas
Equipment Distributors, Inc., which is a distributor of Hoshizaki ice making
equipment. See Certain Relationships and Related Transactions.

Tracy L. Noll, age 54, has been a director since September 2002 and is a
member of the Audit and Compensation Committees of the Board of Directors. Mr.
Noll is President and Chief Operating Officer of National Dairy Holdings, L.P.,
a $2 billion private company. He previously served as Executive Vice
President, Corporate Development of Suiza Foods Corporation, now known as Dean
Foods Company, from 1997 to 2001 and as Suizas Executive Vice President and
Chief Financial Officer from 1994 to 1997. Mr. Noll is a certified public
accountant and is a member of the Board of Directors of
two private companies.

Robert G. Miller,age 52, has been a director of Packaged Ice since April
1997 and is a member of the Audit and Corporate Governance and Nominating
Committees of the Board of Directors. Mr. Miller is a private investor and was
Chairman of the Board of Directors of Southwestern Ice, Inc., from February
1992 until its acquisition by Packaged Ice in April 1997. From 1980 to 1992,
Mr. Miller was President and Chief Executive Officer of Glacier Water, Inc., a
publicly traded water vending company.

Steven P. Rosenberg,age 44, has been a shareholder and director of
Packaged Ice since 1991 and was Vice Chairman of the Board of Directors from
April 2001 until June 2001. He is a member of the Compensation and Corporate
Governance and Nominating Committees of the Board of Directors. Mr. Rosenberg
is Chief Executive Officer of Centego Marketing, Inc. From 1992 to February
1997, Mr. Rosenberg was President of Arrow Industries, now a wholly owned
subsidiary of ConAgra.

3



---



##### Table of Contents



SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires Packaged Ices officers and
directors, and persons who beneficially own more than 10% of Packaged Ices
common stock, to file reports of ownership and changes in ownership with the
Securities and Exchange Commission and the regulations of the Commission
require such officers, directors and greater than 10% shareholders to furnish
Packaged Ice with copies of all such reports that they file. Packaged Ice
believes that during the fiscal year ended December 31, 2002, all of its
directors, officers and greater than 10% beneficial owners complied with all
applicable filing requirements, with the following exceptions: Form 4s were
not timely filed to report a single securities purchase by A.J. Lewis III in
each of February and May 2002 and two securities purchases in August 2002.
Form 5s relating to two grants of stock options in 2001, which were not
previously reported, were not timely filed by William P. Brick, Jimmy C.
Weaver, Graham D. Davis, Thomas L. Dann, Joseph A. Geloso and Mark A. Steffek.
The Form 5s for Messrs. Dann and Steffek also reported three and one stock
option grants, respectively, that were not included in their respective Form
3s filed in 2001. Form 5s relating to one grant of stock options in 2001,
which were not previously reported, were not timely filed by Steven J. Janusek,
Ben D. Key, Richard A. Coonrod, A.J. Lewis III, Robert G. Miller and Steven P.
Rosenberg. Additionally, Form 5s to report two stock option grants in 2001 to
former executive officer Neil D. Showalter and one stock option grant to
former director David J. Losito were not timely filed.




ITEM 11.   EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

The following table sets forth certain compensation information for
Packaged Ices Chief Executive Officer and four additional highly compensated
executive officers (the Named Executive Officers) for the three years ended
December 31, 2002, 2001 and 2000:

Long TermCompensation -Annual Compensation
        
        SecuritiesUnderlying
        
        All OtherName/Principal Position
        
        Year
        
        Salary
        
        Bonus
        
        All Other
        
        Options/SARs
        
        CompensationWilliam P. Brick
        
        
        2002
        
        
        $
        360,000
        
        
        $
        481,219
        
        
        $
        19,404
        (2)
        
        
        
        
        
        $
        9,300
        (3)Chairman of the Board, Chief
        
        
        2001
        (1)
        
        
        236,692
        
        
        
        40,500
        
        
        
        
        
        
        
        250,000
        
        
        
        5,281
        (4)Executive Officer
        
        
        2000
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        Jimmy C. Weaver
        
        
        2002
        
        
        
        225,000
        
        
        
        260,661
        
        
        
        14,553
        (2)
        
        
        
        
        
        
        1,125
        (5)President & Chief Operating
        
        
        2001
        
        
        
        223,154
        
        
        
        21,938
        
        
        
        
        
        
        
        140,000
        
        
        
        Officer
        
        
        2000
        
        
        
        185,000
        
        
        
        
        
        
        
        
        
        
        
        50,000
        
        
        
        12,000
        (6)Steven J. Janusek
        
        
        2002
        
        
        
        160,615
        
        
        
        144,366
        
        
        
        7,277
        (2)
        
        
        
        
        
        
        1,741
        (5)Executive Vice President, Chief
        
        
        2001
        (7)
        
        
        156,598
        
        
        
        13,500
        
        
        
        
        
        
        
        50,000
        
        
        
        25,925
        (8)Financial Officer & Secretary
        
        
        2000
        
        
        
        87,773
        
        
        
        
        
        
        
        
        
        
        
        6,000
        
        
        
        2,055
        (5)Graham D. Davis
        
        
        2002
        
        
        
        185,000
        
        
        
        164,862
        
        
        
        7,277
        (2)
        
        
        
        
        
        
        1,914
        (5)Executive Vice President 
        
        
        2001
        
        
        
        183,961
        
        
        
        13,875
        
        
        
        
        
        
        
        55,200
        
        
        
        3,191
        (5)Central Operations
        
        
        2000
        
        
        
        156,000
        
        
        
        
        
        
        
        
        
        
        
        10,000
        
        
        
        12,000
        (6)Ben D. Key
        
        
        2002
        
        
        
        150,000
        
        
        
        133,672
        
        
        
        7,277
        (2)
        
        
        
        
        
        
        317
        (5)Senior Vice President  Sales &
        
        
        2001
        
        
        
        140,769
        
        
        
        11,250
        
        
        
        
        
        
        
        50,000
        
        
        
        Marketing
        
        
        2000
        
        
        
        110,000
        
        
        
        
        
        
        
        
        
        
        
        2,500
        
        
        
        584
        (5)


4



---



##### Table of Contents





---

|(1) |  | Represents partial year compensation as Mr. Bricks employment commenced
April 19, 2001.                                                                                                                                                                                                          
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | Represents a bonus to reimburse the employee for income taxes payable on
the grant of restricted stock that was received in May 2002 and cancelled
in February 2003. See Long-Term Incentive Plan  Awards in the Last
Fiscal Year for more information regarding the grant of restricted stock.
|   
|(3) |  | Represents contributions to Packaged Ices 401(k) plan made by Packaged
Ice in the amount of $1,800 and reimbursements for a life insurance policy
in the amount of $7,500.                                                                                                                       
|   
|(4) |  | Represents reimbursements for a life insurance policy for the period from
April 19, 2001 through December 31, 2001.                                                                                                                                                                               
|   
|(5) |  | Represents contributions to Packaged Ices 401(k) plan made by Packaged
Ice.                                                                                                                                                                                                                      
|   
|(6) |  | Represents automobile allowance.                                                                                                                                                                                                                                                                  
|   
|(7) |  | Represents partial year compensation as Mr. Janusek briefly left the
company in March 2001 and returned in April 2001.                                                                                                                                                                            
|   
|(8) |  | Represents $25,000 of compensation in connection with separation of
employment in March 2001 and contributions to Packaged
Ices401(k) plan
made by Packaged Ice.                                                                                                                                 

LONG-TERM INCENTIVE PLANS  AWARDS IN THE LAST FISCAL YEAR

During the year ended December 31, 2002, the Named Executive Officers did
not receive any grants of stock options to purchase shares of Packaged Ices
common stock. In May 2002, the Company adopted the 2002 Senior Executive
Restricted Stock Plan (the Restricted Stock Plan) and issued grants to the
Named Executive Officers as follows:

Estimated Future Payouts UnderNumber of
        
        
        
        
        
        Non-Stock Price Based Plans (in shares)SharesName
        
        Granted
        
        Performance Period
        
        Threshold
        
        Target
        
        MaximumWilliam P. Brick
        
        
        40,000
        
        
        May-December 2002
        
        
        40,000
        
        
        
        40,000
        
        
        
        40,000Jimmy C. Weaver
        
        
        30,000
        
        
        May-December 2002
        
        
        30,000
        
        
        
        30,000
        
        
        
        30,000Steven J. Janusek
        
        
        15,000
        
        
        May-December 2002
        
        
        15,000
        
        
        
        15,000
        
        
        
        15,000Graham D. Davis
        
        
        15,000
        
        
        May-December 2002
        
        
        15,000
        
        
        
        15,000
        
        
        
        15,000Ben D. Key
        
        
        15,000
        
        
        May-December 2002
        
        
        15,000
        
        
        
        15,000
        
        
        
        15,000


The Restricted Stock Plan was approved by the Board of Directors, but was
not submitted for a shareholder vote. Upon adoption of the Restricted Stock
Plan, certain executives were granted a total of 200,000 shares of the
Companys common stock. Such restricted shares were not transferable by the
executive and had no voting rights. The market value of the Companys common
stock at the date of issuance was $1.22 per share. Bonuses totaling $97,020
were paid to the recipients of the restricted stock grants to reimburse the
employee for income taxes payable on the grant. The bonuses paid in 2002 were
based on estimates of the income taxes due. Additional amounts may be paid in
2003 after the final amount of taxes due is calculated.

The removal of the restriction was contingent upon the Company achieving
certain financial performance goals for the fiscal year ended December 31,
2002. Subsequent to year end, it was determined that the performance goals
were not met and the shares of restricted stock were forfeited and cancelled in
February 2003.

5



---



##### Table of Contents



AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR END
OPTION/SAR VALUES

The following table provides certain information regarding the exercise of
stock options to purchase shares of Packaged Ices common stock during the year
ended December 31, 2002 by the Named Executive Officers and the fiscal year-end
value of stock options held by such officers:

Number of Securities Underlying
        
        Value of UnexercisedNumber of
        
        Unexercised Options/SARs at
        
        In-the-Money Options/SARs atShares
        
        Fiscal Year End
        
        Fiscal Year End (1)Acquired onExercise
        
        Exercisable
        
        Unexercisable
        
        Exercisable
        
        UnexercisableWilliam P. Brick
        
        
        
        
        
        
        30,000
        
        
        
        120,000
        
        
        
        
        
        
        
        Jimmy C. Weaver
        
        
        
        
        
        
        55,341
        
        
        
        146,894
        
        
        
        
        
        
        
        Steven J. Janusek
        
        
        
        
        
        
        10,000
        
        
        
        40,000
        
        
        
        
        
        
        
        Graham D. Davis
        
        
        
        
        
        
        19,812
        
        
        
        53,341
        
        
        
        
        
        
        
        Ben D. Key
        
        
        
        
        
        
        13,524
        
        
        
        43,182
        
        
        
        
        
        
        
        




---

|(1) |  | Based on a price per share of $1.05, the closing sale price of
Packaged Ices stock on the American Stock Exchange on December 31,
2002. The value of in-the-money options is calculated as the
difference between the fair market value of the common stock
underlying the options at fiscal year end and the exercise price of
the options. Exercisable options refer to those options that are
exercisable as of December 31, 2002, while unexercisable options
refer to those options that become exercisable at various times
thereafter.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

DIRECTOR COMPENSATION

Directors of Packaged Ice are elected annually and hold office until the
next annual meeting of shareholders or until their successors are elected and
qualified. Each non-employee member of the Board of Directors receives $15,000
cash per year, payable quarterly in arrears, and an additional $2,500 in cash
for each committee served on. Directors also receive stock options each year
to purchase 10,000 shares of common stock. The exercise price is equal to the
market price of Packaged Ices common stock at the time the options are
granted. For fiscal year 2002, the Directors elected to not receive a stock
option grant in order to make such options available for grants to employees.
Directors are also reimbursed for ordinary and necessary expenses incurred in
attending Board of Directors or committee meetings.

EMPLOYMENT AGREEMENTS

There are no employment agreements with any of the companys executive
officers. However, on May 9, 2001, the Named Executive Officers and certain
other executive officers entered into change of control agreements. In the
event of a change in control of the company, as defined in the change of
control agreements, the executive officer will be paid a bonus equal to a
portion of his salary plus a portion of the maximum bonus opportunity. If
the change in control occurs in the first half of a year, the maximum bonus
opportunity equals the greater of the bonus paid for the prior fiscal year or
the bonus which is payable for the year in which the change of control occurs.
If the change of control occurs in the second half of a year, the maximum bonus
opportunity equals the bonus which is payable for the year in which the change
of control occurs. The bonus amount for Messrs. Brick and Weaver will be based
on 12 months of salary and 100% of the maximum bonus opportunity. The bonus
amount for Messrs. Janusek, Davis and Key will be based on 8 months of salary
and two-thirds of the maximum bonus opportunity. The change of control
agreements also include a covenant not to compete that is effective for one
year after the termination of employment for any reason.

6



---



##### Table of Contents



COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

During 2002, the following individuals served on the Compensation
Committee from time to time: Richard A. Coonrod, David J. Losito, Robert G.
Miller, Tracy L. Noll and Steven P. Rosenberg. None of the committee members
was formerly an officer or employee of Packaged Ice or its subsidiaries or had
any relationships that were required to be disclosed by Item 404 of Regulation
S-K.

No executive officer or director of Packaged Ice serves as an executive
officer, director, or member of a compensation committee of any other entity,
for which an executive officer, director, or member of such entity is a member
of the Board of Directors or the Compensation Committee of Packaged Ice.

BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

The Compensation Committee of the Board of Directors determines the
compensation of the Companys executive officers named in the Summary
Compensation Table. The Compensation Committee has furnished the following
report on executive compensation in connection with the Annual Meeting.

Compensation Philosophy

As members of the Compensation Committee, it is our duty to administer the
executive compensation program for Packaged Ice and administer the various
stock incentive plans that have been made available. The Compensation
Committee is responsible for establishing appropriate compensation goals for
the executive officers of Packaged Ice, evaluating the performance of such
executive officers in meeting such goals and making recommendations to the
Board of Directors with regard to executive compensation. Packaged Ices
compensation philosophy is to ensure that executive compensation be directly
linked to continuous improvements in corporate performance, achievement of
specific operational, financial and strategic objectives and increases in
shareholder value. The Compensation Committee regularly reviews the
compensation packages of Packaged Ices executive officers, taking into account
factors which it considers relevant, such as business conditions within and
outside the industry, Packaged Ices financial performance, the market
compensation for executives of similar background and experience, and the
performance of the executive officer under consideration. The particular
elements of Packaged Ices compensation programs for executive officers are
described below.

Compensation Structure

The base compensation for the chief executive officer and the other
executive officers of Packaged is intended to be competitive with that paid in
comparable situated industries, taking into account the scope of
responsibilities and internal relationships. The goals of the Compensation
Committee in establishing Packaged Ices executive compensation program are:



| | (1) |  | To compensate the executive officers of Packaged Ice fairly
for their contributions to Packaged Ices short-term and long-term
performance. The elements of Packaged Ices executive compensation
program are (a) annual base salaries, (b) annual bonuses and (c)
equity incentives.
| | --- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (2) |  | To allow Packaged Ice to attract, motivate and retain the
management personnel necessary for Packaged Ices success by
providing an executive compensation program comparable to that
offered by companies with which Packaged Ice competes for management
personnel. The Compensation Committee determines compensation based
on the scope of the executives responsibilities, a subjective
evaluation of the executives performance and contribution to the
company and the length of time the executive has been in the
position.
| | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

7



---



##### Table of Contents



Compensation of Chief Executive Officer

Effective July 1, 2001, Mr. Bricks base salary is $360,000. His target
bonus for 2002 was 75% of his base salary, with a range of 0% to 150%, and was
based on the company achieving certain EBITDA goals for the year ended December
31, 2002. The Company defines EBITDA as earnings before interest, taxes,
depreciation, amortization, the gain or loss on the disposition of assets,
impairments of assets, gain or loss on the extinguishment of debt and the
cumulative effect of changes in accounting principles. The EBITDA goals were
set by the Compensation Committee based on historical performance and its
expectations for future operations. The actual bonus Mr. Brick earned in 2002
was $481,219 or 134% of his base salary, based on the companys actual
financial performance. All base salary amounts and bonus targets were
established in accordance with the compensation policies described above.

Executive Compensation Deductibility

Packaged Ice intends that amounts paid pursuant to Packaged Ices
compensation plans generally will be deductible compensation expenses. The
Compensation Committee does not currently anticipate that the amount of
compensation paid to executive officers will exceed the amounts specified as
deductible pursuant to Section 162(m) of the Internal Revenue Code of 1986, as
amended.



| | Compensation Committee
of the Board of Directors
| | ------------------------------------------------



| | Steven P. Rosenberg
Richard A. Coonrod
Tracy L. Noll
| | ----------------------------------------------------

PERFORMANCE GRAPH

The following chart shows a comparison of cumulative total shareholder
returns for the Common Stock of Packaged Ice, the Russell 2000 Indexand the
S&P Smallcap 600 Packaged Foods Indexfor the year ended December 31, 2002.
Since Packaged Ices stock has been publicly traded only since January 29,
1999, the information necessary to present a five-year performance chart is not
available.

Cumulative Total Return1/29/99
        
        12/99
        
        12/00
        
        12/01
        
        12/02Packaged Ice, Inc.
        
        
        100.00
        
        
        
        38.24
        
        
        
        17.65
        
        
        
        12.59
        
        
        
        12.35Russell 2000
        
        
        100.00
        
        
        
        119.67
        
        
        
        116.05
        
        
        
        118.94
        
        
        
        94.57S&P Smallcap 600 Packaged Foods Index
        
        
        100.00
        
        
        
        86.45
        
        
        
        94.92
        
        
        
        111.23
        
        
        
        96.42


8



---



##### Table of Contents






ITEM 12.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

During 2002, the Company had three stock incentive plans, an employee
stock purchase plan and a restricted stock plan to compensate its employees.
The following table presents certain summary information regarding these plans
as of December 31, 2002:

Number of securities
        
        Weighted-average
        
        Number of securitiesto be issued upon
        
        exercise price of
        
        remaining available forexercise of outstanding
        
        outstanding options,
        
        future issuance underPlan category
        
        options, warrant and rights
        
        warrants, and rights
        
        equity compensation plansEquity compensation plans
approved by shareholders (1)
        
        
        1,973,023
        
        
        $
        4.57
        
        
        
        155,618
        (2)Equity compensation plans not
approved byshareholders (3)
        
        
        200,000
        
        
        
        
        
        
        
        Total
        
        
        2,173,023
        
        
        $
        4.57
        
        
        
        151,427




---

|(1) |  | The equity compensation plans approved by shareholders include the 2000
Employee Stock Purchase Plan, the 1994 Stock Option Plan, the 1998 Stock
Option Plan and the 2001 Stock Option Plan.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | Includes 191 shares that are reserved under the 2000 Employee Stock
Purchase Plan.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   
|(3) |  | The 2002 Senior Executive Restricted Stock Plan is the only equity
compensation plan not approved by the shareholders. A total of 200,000
shares of the Companys common stock were issued in May 2002 under this
plan. Such restricted shares were not transferable by the executive and
had no voting rights. The market value of the Companys common stock at
the date of issuance was $1.22 per share. The removal of the restriction
was contingent upon the Company achieving certain financial performance
goals for the fiscal year ended December 31, 2002. Subsequent to year
end, it was determined that the performance goals were not met and the
shares of restricted stock were forfeited and cancelled in February 2003.

The following table sets forth, as of April 25, 2003, the beneficial
ownership of the outstanding common stock of Packaged Ice by:



| |  | each person who is known to Packaged Ice to own beneficially more than
5% of the outstanding common stock of Packaged Ice,
|- |  | --------------------------------------------------------------------------------------------------------------------------



| |  | each director of Packaged Ice,
|- |  | ------------------------------



| |  | each Named Executive Officer named in the Summary Compensation Table
(see Executive Compensation), and
|- |  | --------------------------------------------------------------------------------------------------------



| |  | all executive officers and directors of Packaged Ice as a group.
|- |  | ----------------------------------------------------------------

Unless otherwise indicated, the persons listed in the table below have
sole voting and investment powers with respect to the shares indicated, and
each persons address is 3535 Travis Street, Suite 170, Dallas, Texas 75204.

Percentage ofShares
        
        SharesBeneficially
        
        BeneficiallyOwned
        
        Owned (1)William P. Brick (2)
        
        
        622,145
        
        
        
        3.1
        %Jimmy C. Weaver (3)
        
        
        187,853
        
        
        
        *Steven J. Janusek (4)
        
        
        65,000
        
        
        
        *Graham D. Davis (5)
        
        
        49,887
        
        
        
        *Ben D. Key (6)
        
        
        41,285
        
        
        
        *Richard A. Coonrod (7)
        
        
        10,000
        
        
        
        *5720 Smetana Drive, Suite 300
Minnetonka, Minnesota 55343


9



---



##### Table of Contents



Percentage ofShares
        
        SharesBeneficially
        
        BeneficiallyOwned
        
        Owned (1)A.J. Lewis III (8)
        
        
        691,185
        
        
        
        3.4
        %5131 Broadway
San Antonio, Texas 78209Robert G. Miller (9)
        
        
        419,040
        
        
        
        2.1
        %30333 Via Cuesta Arriba
Bonsall, California 92003Tracy L. Noll
        
        
        50,000
        
        
        
        *3811 Turtle Creek Blvd., Suite 1300
Dallas, Texas 75219Steven P. Rosenberg (7)
        
        
        448,423
        
        
        
        2.2
        %14850 Quorum Dr., Suite 400
Dallas, Texas 75254Ralph Maddox Family Trust, et al (10)
        
        
        2,370,147
        
        
        
        11.8
        %200 East Basse Road
San Antonio, Texas 78209T Rowe Price Associates (11)
        
        
        1,656,400
        
        
        
        8.2
        %100 East Pratt Street
Baltimore, Maryland 21202Ares Leveraged Investment Fund, L.P.1999 Avenue of the Stars, Suite 1900
Los Angeles, California 90067 (12)
        
        
        1,183,398
        
        
        
        5.9
        %All directors and executive officers as a group
(13 people) (13)
        
        
        2,655,813
        
        
        
        12.9
        %




---

|*    |  | Less than 1%.                                                                                                                                                                                                                                                                    
|---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|(1)  |  | All percentages are based on 20,157,304 shares of common stock
outstanding as of April 25, 2003.                                                                                                                                                                                 
|    
|(2)  |  | Includes 150,000 shares of common stock indirectly held through children
and options exercisable within 60 days to purchase 60,000 shares of common
stock at a weighted average price of $2.00 per share.                                                                        
|    
|(3)  |  | Includes options exercisable within 60 days to purchase 95,788 shares of
common stock at a weighted average price of $3.28 per share.                                                                                                                                            
|    
|(4)  |  | Includes options exercisable within 60 days to purchase 20,000 shares of
common stock at a weighted average price of $1.60 per share.                                                                                                                                            
|    
|(5)  |  | Includes options exercisable within 60 days to purchase 34,442 shares of
common stock at a weighted average price of $3.48 per share.                                                                                                                                            
|    
|(6)  |  | Included options exercisable within 60 days to purchase 24,865 shares of
common stock at a weighted average price of $2.94 per share.                                                                                                                                            
|    
|(7)  |  | Includes options exercisable within 60 days to purchase 10,000 shares of
common stock at a weighted average price of $3.28 per share.                                                                                                                                            
|    
|(8)  |  | Includes (i) options exercisable within 60 days to purchase 139,235
shares of common stock at a weighted average price of $7.19 per share and
(ii) 61,500 shares of common stock held in trust for children.                                                                     
|    
|(9)  |  | Includes options exercisable within 60 days to purchase 32,500 shares of
common stock at weighted average exercise price of $7.93 per share.                                                                                                                                     
|    
|(10) |  | As reported on Form 13G/A filed with the Securities and Exchange
Commission on September 14, 2001 by Ralph Maddox Family Trust, et al.                                                                                                                                           
|    
|(11) |  | T. Rowe Price Associates, Inc.
has sole voting authority over 1,599,100 shares of common stock
and sole investment power over 1,656,400 shares, as
reported on Form 13G/A filed with the Securities and Exchange Commission
on February 7, 2003 by T. Rowe Price Associates, Inc.
|    
|(12) |  | As reported on Form 13G filed with the Securities and Exchange Commission
on January 16, 2002 by Ares Leveraged Investment Fund, L.P.                                                                                                                                            
|    
|(13) |  | In addition to the items described in notes 2 through 9 above, amount
includes options exercisable within 60 days to purchase 44,113 shares of
common stock at a weighted average exercise price of $3.32 per share.                                                             

10



---



##### Table of Contents






ITEM 13.   CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS

Agreements with A. J. Lewis III.Mr. A. J. Lewis III owns Southwest Texas
Equipment Distributors, Inc. (STED), an ice equipment sales and rental
company. Packaged Ice buys the Hoshizaki ice cubers and parts used in
connection with its Ice Factories from STED. During 2002, Packaged Ices purchases from STED totaled
approximately $94,000. Mr. Lewis also owns real estate on which certain of Packaged
Ices facilities are located. Packaged Ice leases this property from Mr. Lewis
under a lease that terminates on February 28, 2008. Lease expense related to
the properties was $355,200 in 2002. The lease agreement was made in an
arms-length negotiation submitted to the disinterested members of Packaged
Ices Board of Directors, who voted in favor of the agreement upon review of
the relevant information.

Indemnity Agreements.Packaged Ice has entered into indemnification
agreements with each of its directors and certain of its executive officers.
The indemnification agreements provide that Packaged Ice will indemnify these
individuals against certain liabilities (including settlements) and expenses
actually and reasonably incurred by them in connection with any threatened or
pending legal action, proceeding or investigation (other than actions brought
by or in the right of Packaged Ice) to which any of them is, or is threatened
to be, made a party by reason of their status as a director, officer or agent
of Packaged Ice; provided that, with respect to a civil, administrative or
investigative (other than criminal) action, such individual acted in good faith
and in a manner he or she reasonably believed to be in, or not opposed to, the
best interests of Packaged Ice, and with respect to any criminal proceedings,
he or she had no reasonable cause to believe his or her conduct was unlawful.
With respect to any action brought by or in the right of Packaged Ice, such
individuals may be indemnified, to the extent not prohibited by applicable laws
or as determined by a court of competent jurisdiction, against expenses
actually and reasonably incurred by them in connection with such action if they
acted in good faith and in a manner they reasonably believed to be in, or not
opposed to, the best interests of Packaged Ice. The agreements also require
indemnification of such individuals for all reasonable expenses incurred in
connection with the successful defense of any action or claim and provide for
partial indemnification in the case of any partially successful defense.




PART IV




ITEM 15.   EXHIBITS, FINANCIAL STATEMENTS AND SCHEDULES AND REPORTS ON FORM 8-K

Exhibit No.
        
        Description99.3
        
        William P. Brick Certification Pursuant to 18 U.S.C. Section 1350,
as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.99.4
        
        Steven J. Janusek Certification Pursuant to 18 U.S.C. Section 1350,
as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.




---

| |  | Filed herewith.
|- |  | ---------------

11



---



##### Table of Contents






SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this Form 10-K/A to be
signed on its behalf by the undersigned, thereto duly authorized.

PACKAGED ICE,
INC.Date: April 29, 2003
        
        By:
        
        /s/ WILLIAM P. BRICKWilliam P.
Brick
Chief Executive OfficerDate: April 29, 2003
        
        By:
        
        /s/ STEVEN J. JANUSEKSteven J. JanusekChief Financial and Accounting Officer


12



---



##### Table of Contents






CERTIFICATION UNDER THE EXCHANGE ACT RULES

I, William P. Brick, certify that:



|1. |  | I have reviewed this amendment to the annual report on Form 10-K/A of
Packaged Ice, Inc.;
|-- |  | -----------------------------------------------------------------------------------------



|2. |  | Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|3. |  | Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this annual
report;
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|4. |  | The registrants other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we
have:
|-- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | a) |  | designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this annual report is
being prepared;
| | -- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | b) |  | evaluated the effectiveness of the registrants disclosure
controls and procedures as of a date within 90 days prior to the filing
date of this annual report (the Evaluation Date); and
| | -- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | c) |  | presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
| | -- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------



|5. |  | The registrants other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrants auditors and the audit
committee of registrants board of directors (or persons performing the
equivalent function):
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | a) |  | all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrants ability
to record, process, summarize and report financial data and have
identified for the registrants auditors any material weaknesses in
internal controls; and
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | b) |  | any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrants
internal controls; and
| | -- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------



|6. |  | The registrants other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and
material weaknesses.
|-- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Date: April 29, 2003

/s/ WILLIAM P. BRICKWilliam P. Brick, Chief Executive Officer


13



---



##### Table of Contents



CERTIFICATION UNDER THE EXCHANGE ACT RULES

I, Steven J. Janusek, certify that:



|1. |  | I have reviewed this amendment to the annual report on Form 10-K/A of
Packaged Ice, Inc.;
|-- |  | -----------------------------------------------------------------------------------------



|2. |  | Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|3. |  | Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this annual
report;
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|4. |  | The registrants other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we
have:
|-- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | a) |  | designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this annual report is
being prepared;
| | -- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | b) |  | evaluated the effectiveness of the registrants disclosure
controls and procedures as of a date within 90 days prior to the filing
date of this annual report (the Evaluation Date); and
| | -- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | c) |  | presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
| | -- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------



|5. |  | The registrants other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrants auditors and the audit
committee of registrants board of directors (or persons performing the
equivalent function):
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | a) |  | all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrants ability
to record, process, summarize and report financial data and have
identified for the registrants auditors any material weaknesses in
internal controls; and
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | b) |  | any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrants
internal controls; and
| | -- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------



|6. |  | The registrants other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and
material weaknesses.
|-- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Date: April 29, 2003

/s/ STEVEN J. JANUSEKSteven J. Janusek, Chief Financial Officer


14



---



##### Table of Contents



EXHIBIT INDEX

Exhibit No.
        
        Description99.3
        
        William P. Brick Certification Pursuant to 18 U.S.C. Section 1350,
as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.99.4
        
        Steven J. Janusek Certification Pursuant to 18 U.S.C. Section 1350,
as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.




---

| |  | Filed herewith.
|- |  | ---------------