If you haven't already, be sure to read Part One.

In 1993 ICE was just recovering from a near bankruptcy. Several less popular product lines had been shut down, but ICE was moving forward with renovating their two most popular lines, Rolemaster and MERP. As we'll see Rolemaster would continue with its old second edition for a couple of years, but in 1993 ICE had already laid the groundwork for a reinvention of the entire Middle-earth line.

The Final MERP Incarnation: 1993-1997

During the downturn from 1990-1992, a few new Middle-earth products had appeared.

First up was a licensed game, Middle-earth Play-By-Mail (1991), which was produced by Pete Stassun and Bill Field of Game Systems, Inc. This strategic game was rooted in ICE's Middle-earth world, and made great use of ICE's extensive background. It would win numerous Origins awards over the years before being inducted into the Hall of Fame.

Second up was the Lord of the Rings Adventure Game (1991), which was an attempt to produce an even more simplified variant of MERP for a broader audience. The first couple of supplements appeared in 1991 and 1992, and LOR would become part of ICE's plans to reinvent their Middle-earth gaming starting in 1993.

In 1993 Pete Fenlon made an announcement about the future of Middle-earth in Chris Seeman's Other Hands magazine. He started off by talking a bit about ICE's recent problems. He admitted that ICE was just getting out from under what they called a "large and old external debt load" and said that they had "curtailed production, advertising, [and] printing, and focused [their] efforts on clearing out [their] old inventory and laying the groundwork for what amounted to a hoped-for revision and renewal program".

He also talked about some of the problems with the original edition of MERP:

Unfortunately, ICE's presentation of the MERP rules left much to be desired. We often created a sense of confusion and complexity, even where the guidelines were conceptually simple. In some cases (e.g., with the magic and character creation rules) ICE also failed to create a feeling that MERP was designed around the setting. We failed to create the feeling that the rules were uniquely well-suited to the world of Middle-earth. So, while our Middle-earth products are generally very well received, and while the vast majority of our fan mail is extremely positive, there is a lot of room for design improvement. Much of the problem can be attributed to the fact that ICE wanted the supplements, not the rules, to tell the tale of Middle-earth. This enabled us to reach more consumers, for we knew that many gamers would prefer to play another game or even make up their own rules. We suspect that, to this day, a large portion of the folk adventuring in Endor use TSR's Dungeons & Dragons or AD&D rules, even though they employ our Middle-earth supplements. This philosophy, however, has "diluted the line."

Thus, Fenlon explained the two problems that had long plagued MERP: the rules which seemed poorly meshed with the setting, and the setting which was often only lightly described with rules.

To reestablish the Middle-earth line, Fenlon laid out a four-step publishing program. It would begin with the recently published Lord of the Rings Adventure Game (LOR). Then, a second edition of MERP would be released. It would still be Rolemaster-lite, but with a bit more attention paid to making character creation and magic fit into Middle-earth. At the same time, the whole MERP first edition line would be repackaged, and MERP supplements would become much larger and more expansive. The third component would be a set of "three-dimensional" adventures, which could work with LOR, MERP, or as standalone board games. Fourth, ICE would produce a mass-market strategy game set in Middle-earth.

The multi-pronged approach was a strong one (and strikingly similar to other multi-pronged attempts to revitalize a product lines, such as Chaosium's 1997 plans for Glorantha). The 3D adventures never came about, but each of the other prongs materialized.

Lord of the Rings Adventure Game was supported with a new supplement in 1993, but that would end up being the last for the line though at least two more were scheduled. Though it might have proved a good introduction, LOR actually diluted the MERP line, because now every single supplement featured dual LOR/MERP stats, sometimes wasting tens of pages.

The mass-market board game was called The Hobbit Adventure Board Game and it proved too simplistic for most gamers.

MERP second edition started off with a tight, slightly more Middle-earth-esque rulebook, and was followed by the very impressive Arnor supplement, a massive 416-page book that encompassed five different first-edition books. A lot of reprints lessened the interest in the new line for old players, but Arnor really offered hope for moving forward.

However, MERP was still weighed down by years of tradition. The disconnect that Fenlon noted between rules and background continued to exist. The rules were better, but still an early-1980s simulationistic, non-storytelling design and even if the sourcebooks were intended to have a more solid basis in the rules, ICE had still decreed that the proper background-to-adventure ratio was 9:1. Dungeon crawls and fights with bandits remained the height of MERP adventure design.

MERP second edition slowly fought against these traditions, and a few supplements that really stretched ICE's old background-only envelope appeared (though many campaign-style background books also were printed). Palantir Quest (1994) was MERP's first (and only) campaign-length adventure. The Kin-Strife (1995) offered a different type of campaign, with heavy emphasis on background, but lots of adventures interspersed. Hands of the Healer (1997) was MERP's first (and only) truly crunchy game book. It was a splat-book for healers.

Unfortunately, it was also the final book in the MERP line. We'll return to all the reasons for the line ending shortly, but the simplest is this: from 1986 to 1995 MERP had bled readers at a high rate, at least partially because it was no longer in the book trade. Whereas Middle-earth books were 85% of ICE's sales in 1986, they were only 15% in 1995, a total flip-flop--though a new product released in 1995 would bring Middle-earth to the forefront again.

The Penultimate Rolemaster Incarnation: 1994-1998

After their flirtation with bankruptcy, ICE continued to support their Rolemaster second edition line up through 1994. Their last few books were Rolemaster Companion VII (1993), another set of rules called Sea Law (1993), and the final RM2 "genre" book, Arabian Nights (1994).

In the meantime, however, ICE had been preparing a new edition of Rolemaster, which they called Rolemaster Standard System. It was released as four books, Arms Law (1994), Gamemaster Law (1995), Spell Law (1995), and Rolemaster Standard Rules (1995).

Built as a slowly evolving system that had originally been intended as AD&D supplements, Rolemaster had never cohered like most game systems do. This was one of the problems that RMSS sought to combat, and here it was successful, because the entire Rolemaster system felt truly unified for the first time ever.

However, the designers had indulged their love for complexity in the new edition, and the resulting rules systems was quite bloated. Tens of skills had become hundreds. Even with them reorganized in a logical pyramidal structure, the character creation system had become entirely convoluted with ten years of new game design ideas thrown in wily nily, and as a result a complex system became even more so. The size of all of the books bloated too, and the Rolemaster system could no longer be sold as a single box (though it was slipcased for sale in 1997). Now to buy the entire set you needed to put out $65 (or $60 after the slipcasing), a pretty unheard of amount in the mid 1990s.

Under RMSS ICE tried to duplicate their old formula for success. The old Rolemaster Companions were replaced by Rolemaster Annuals, which ran from 1996-1997 and collected updated master tables, master spell list pages, and occasional errata. Named companions collected coherent sets of rules, from the Arcane (1995) to Mentalism (1998). New RMSS genre books expanded the system to totally new settings, including Black Ops (1997) and Pulp Adventures (1997). A single Shadow World adventure also appeared in the era (1995).

The fan component of publication would reappear as well. By now both Grey Worlds and Portals had failed, but in 1998 a new online magazine for Rolemaster, The Guild Companion appeared. It continues to this day.

However by 1998 ICE was back into increasingly deep waters, facing problems that had already caused the cancellation of the MERP line. It was obvious that RMSS was one of the problems, thanks to its high price-point and dull line name, which didn't emphasize its fantasy basis. ICE would try and redo their Rolemaster line one more time, but it was too little too late.

The CCG Line: 1995-1998

During the last few years of the original ICE's existence, the company moved further away from RPGs. MERP sales were entirely depressed, and RMSS was not successful as a revision of their core system. The continually popular Silent Death and card games like Fluxx (1997) increasingly became their bread and butter ... as well as the inevitable CCG.

Shortly after the release of Magic: The Gathering (1993), Wizards of the Coast had started gobbling up licenses for the most notable RPG gameworlds, partially to head off competition. Jyhad (based on White Wolf's Vampire: The Masquerade) was one of these licensed CCGs that they actually published, while Middle-earth was one they sat on.

In 1994, ICE recovered the rights to a Tolkien-based CCG, and in 1995 they published it as the Middle-earth CCG (MECCG). S. Coleman Charlton, the co-designer of Rolemaster and lead designer of MERP was the creative force behind the CCG. In a 1998 interview he'd say, "Many of the dynamics of a CCG correspond to good board game design elements." And, although there's truth in that statement, it also pointed to some of the flaws in the design, because MECCG played like a board game, which meant it was complex (too complex, Charlton would later admit), and that it tried to use cards to simulate board play and even dice.

The complexity of the game definitely hurt sales, but it didn't kill the line. It was still a good game and a great license. ICE sold about $12,000,000 worth of MECCG product, a game ultimately published in 13 languages, include Basque. It was produced up through 1998, and on today's secondary market sealed MECCG boxes still seem to have 30-40% of their MSRP value, which is a lot better than most CCGs of the period.

CCG product lines are overall very hard to manage because of their explosive ups and downs. ICE would find this out, much as Wizards of the Coast had before them, when they listened too much to distributors about what to print for some of their early releases and ended up printing too much as a result. As time went on ICE tried to navigate the turbulent CCG market by changing from collectible releases to non-collectible "challenge decks" decks, but again it wasn't enough. As we'll see, those early overprinting errors would ultimately prove fatal.

Though MECCG was one of the beacons of hope (or at least profitability) in these last years, it would eventually take the company down.

The Last Years: 1994-2001

In the mid to late 1990s, ICE was beset by an ever-increasing number of problems which made the company struggle.

First up was the increasing price of paper. Paper costs had tripled in 1994 and were continuing to spiral upward, totally undercutting ICE's idea of attracting readers through massive sourcebooks & rulebooks. In 1996 they were forced to limit their book size to 250 pages, and in 1997 they dropped their upper limit down to 144 pages.

Second up was Magic: The Gathering (1993). Like computer games before it, CCGs began to gobble up some entertainment dollars, making it that much harder for RPGs to remain competitive.

Then in 1996 the initial CCG bubble burst, and it started bringing down retailers and distributors. Several distributors went out-of-business in 1997 and 1998, and this caused ICE to sign an exclusive distribution agreement with Chessex in the hope that this would allow them to remain afloat. ICE characterized it as a "novel ... direct-to-retail program ... designed around a regional sales and distribution scheme enabling them to compete with Wizards of the Coast", but the trade reacted with alarm. More quietly, White Wolf, FASA, and Heartbreaker toyed with joining the program. Unfortunately Chessex started having cashflow problems too. When Chessex merged into Alliance Distribution, ICE's exclusive was dissolved, and its other potential distrbution partners pulled out of negotiations.

1996 was ICE's best year, thanks largely to the CCG and strategy gaming market, with sales peaking at just under $6,000,000. But the company's focus seemed to be on cards and its own core lines; the Hero System wasn't getting enough attention. So, after an amicable warning, Hero Games jumped boat on August 26, 1996, when they announced that R. Talsorian Games was taking over their publishing and distribution. ICE had published and sold licensed Hero Games books for 10 years, and the line accounted for about 20% of ICE's core (non-CCG) revenue. The loss of the brand during the height of CCG sales didn't make a big difference, but after the CCG stopped production the next year, it became a third factor contributing to ICE's last round of financial difficulties, which really started gathering steam at the end of 1997.

ICE wasn't the only company having problems in 1997. This was the same time that TSR was picked up by Wizards of the Coast, and also that long-running board- and RPG-manufacturer Mayfair Games went out of business. Not yet aware of its own impending financial downturn, ICE bailed out Mayfair, resurrecting them as Iron Wind Inc. (a familiar name), which then started doing business again under new management as Mayfair Games. Many of the shares of the new Mayfair went to the principals of the company, while 30% ended up owned by ICE directly.

Just four months later, however, things were turning pretty bad for ICE. On September 19, 1997 ICE declared a moratorium on the MERP line. They planned to support it in small ways with short supplements and crossovers with their MECCG and Rolemaster lines, but for all intents and purposes, MERP was dead. Any hope of Lord of the Rings roleplaying was instead pinned on ICE's plan to release a new roleplaying game to coincide with the new Lord of the Rings movies, even then planned for the big screen.

The end of the MERP line was sufficiently sudden that many partial or completed manuscripts would never see print. These included: The Inland Sea, The Grey Havens, Khand, Near Harad, Paths of the Dead, Umbar, and Northern Gondor. Under MERP second edition, ICE had really been trying to bring their whole world together, and these supplements would have done it if they'd ever seen print.

The nail in ICE's coffin was overprinting a number of early supplements for MECCG. In general CCG economics run at a level of magnitude higher than what's normal for an RPG company. (For example, ICE's revenue in 1996, supported by healthy CCG sales, was $6 million, which compared to a more average $1.5-2.5 million of later years.) When MECCG had released in 1995 it helped ICE take care of its last debts left over from its first near-bankruptcy, following the Solo Quest debacle. Now by overprinting the second MECCG Unlimited Edition (in June 1996), and the next couple of supplements, ICE had sent the pendulum swinging far back in the other direction. Even after they got the printing number right with their later supplements (the last one being entirely prepaid and presold), they never recovered.

MECCG production stopped in 1998 and ICE's debts began to pile up.

ICE's last line standing was Rolemaster, which they released in a brand new fourth edition which they called Rolemaster Fantasy Roleplaying (1999). There seemed to be two reasons behind the change.

First, it allowed them to repackage the core rules as a single hardcover, which contained the former RMSS rulebook, plus some parts of Arms Law and Spell Law, thus reducing the cost for entry into the game system.

Second, it let them put the word "fantasy" front-and-forefront, a much better branding strategy than the mechanical sounding "standard system".

Some players rebelled against the idea of repurchasing their books so quickly, though ICE tried to clarify that it wasn't necessary because there were no system changes. However, spending time and effort to publish rebranded reprints in 1999 couldn't have done a lot to help ICE's bottom line.

Reports in 1999 indicated that RPG sales were on the upswing, and this boded well for the new RM system. However ICE's troubles with paper prices, RPG sales to date, dying distributors, the loss of Hero, and the debts left behind by MECCG were too much. ICE was unable to bridge the final year or so that would have been required for Rolemaster Fantasy Roleplaying to mature ... and for the Lord of the Rings movies to be released, thus offering new opportunities for growth of the Middle-earth license.

Unfortunately one of the debts that was piling up by 1999 was royalties owed to Tolkien Enterprises. And, there can be little question that Tolkien Enterprises had a vested interest in recovering the Tolkien gaming rights before the movies released. In a 1995 interview, Laurie Battle, then the licensing director of Tolkien Enterprises, responded to a question about the direction of the MERP second edition game by saying, "To be honest, our eye is focused more on royalty income rather than on the finer details of the games themselves." With such a mercenary attitude it might have seemed to them good business sense to use entirely legal methods to force ICE into bankruptcy, so that Tolkien Enterprises could then be freed of their contract with ICE. (And other reports suggest that it wasn't the only lawsuit that Tolkien Enterprises was involved in at the time.)

In 1999 Tolkien Enterprises called in their debts and thus ICE was forced to file for chapter 11 bankruptcy protection. This is the type of bankruptcy which temporarily protects a company from debtors so that they can reorganize the company and make it profitable again. Clearly ICE intended to have another go at it once they got their house in order.

However, by going into bankruptcy, even temporarily, ICE gave Tolkien Enterprises the opportunity to recover the Middle-earth license, and they did. On September 21, 1999 ICE announced that they'd lost the rights to Middle-earth. They still kept publishing their other lines for another year, and put out a few last Rolemaster books and even some brand-new Spacemaster books while in chapter 11, but by now they were doomed.

Because of the bankruptcy proceedings, information on ICE's sales in these last few years was uniquely offered to the public, as the following chart of unit sales shows:

The sales numbers for Rolemaster Fantasy Roleplaying are pretty terrible for a set of original core book releases, probably 50%-75% what they should have been for a healthy company in 1999. Contrariwise the Silent Death products (which were not new releases) show the company’s strength, but the abrupt downswing in 1999 is frightening, and really underlines how large ICE's problem was.

Unfortunately, Tolkien Enterprises wasn't done with ICE yet and they stayed aggressively involved with ICE's bankruptcy proceedings. At one point they forced ICE to stop sales of past MERP modules, even though this could have raised money they needed to pay off their debt. Later Tolkien Enterprises convinced ICE's bank to freeze their funds, which has been reported as the ultimate cause of what happened next. Around October 26, 2000 Pete Fenlon announced that ICE had entered chapter 7 bankruptcy, which is the bad kind:

I regret to say that, after 20+ years and after having published hundreds of adventure game products, Iron Crown Enterprises is closing its doors. We have filed a voluntary petition in the United States Bankruptcy Court pursuant to Chapter 7 of Title 7 of the United States Code, which governs the liquidation of companies. We are converting our Chapter 11 petition to a Chapter 7. We are beginning steps toward dissolution. We enter this termination period with great sadness. At the same time, we are very proud of our work, of the people we have trained and nurtured, and of the many rich experiences and friendships we have been blessed to receive. We are especially proud of having such a great group of loyal customers. All of us have been honored to serve the adventure game market with what have usually been labors of real love. While we have often been financially poor, we have always been enriched by our trade. Thank you for letting us serve you.

ICE, as founded in 1980, was dead. After publishing more RPG products than anyone to date but TSR and having produced what the ICE founders would later report as the 2nd (MERP) and 3rd (Rolemaster) best-selling fantasy RPG games of the era, the original crew was sidelined. The principals largely moved on to Castle Hill Studios (with the Kesmai Studios crew), and then to Mayfair, while the company’s previous assets were put on the auction block. The only questions were who would buy them, and what they'd do with them.

The New ICE: 2001-2006

It was a weird scattering of things which actually got put up for auction.

MERP was now entirely gone, due to the loss of licensing rights. The new owners of ICE's assets would even be forced by Tolkien Enterprises to destroy all of the old MERP stock. Meanwhile, Decipher would eventually end up with the Middle-earth RPG and CCG rights, and a few ICE alumni would participate in the new lines. Matt Forbeck and Chris Seeman each did some work on the RPG, while Mike Reynolds, the MECCG line editor, managed Decipher's Lord of the Rings CCG program. Other Middle-earth gaming rights would be split up and sold willy-nilly, earning Tolkien Enterprises exactly the piles of money that they had no doubt envisioned.

Silent Death, meanwhile, had been sold to Mythic Entertainment during the chapter 11 proceedings. Mythic had been working with ICE on a number of computer games (including the MMORPG Dark Ages of Camelot, one of several online games that had originally been based on the Rolemaster system). One of Mythic's other games had been based on the Silent Death system, and this was a property that ICE had been willing to sell for the sum of $15,000 back when they were trying to stabilize the company.

Ironically, had ICE survived, it would have received a healthy percentage of Mythic's notable Dark Ages of Camelot revenues. One source suggests that ICE would have, to this date, taken in approximately $7 million thanks to the license, resolving any debts owed by the old company. No one had to lose money, and the original ICE didn't have to go out of business--but thanks to pressure exerted by certain debtors in 1999, they did.

300 shares in Mayfair Games, or about 25% of the company, were sold for just $5,400, and appear to somehow have gotten back into the hands of the company itself.

That left Rolemaster, Spacemaster, Shadow World, although not all of it, because some rights had reverted to authors upon ICE's bankruptcy. Everything that was left was sold to John R. Seal of London for $78,000. Those rights were then placed into Aurigas Aldebaron LLC and licensed to Phoenix LLC, with the end result being that a group of gamers was ready to get ICE going again, as announced on November 19, 2001:

John R. Seal, a long time ICE fan, acquired the majority of the Iron Crown Enterprises, Inc. assets. These assets were purchased at an auction run by a Federal bankruptcy court in Charlottesville, Virginia. John R. Seal will place these assets into Aurigas Aldebaron LLC ("Aurigas"). Aurigas will then enter into a Master License with Phoenix LLC, which will be charged with the full promotion and use of the assets.

Phoenix LLC ("Phoenix") is largely owned and operated by certain ex-ICE employees, Bruce Neidlinger, Heike Kubasch, and Stephen Hardy. Phoenix (dba Iron Crown Enterprises) will start immediate operations using the large amount of inventory and intellectual property acquired at the auction.

(It later officially became Mjorlnir LLC when it filed, the name that's used to this date.)

The CEO of the new ICE was Bruce Neidlinger, who had been the CEO of the old ICE as well, but had broken away when other principals moved to Mayfair. Heike Kubasch, an old-time Middle-earth writer, was the President.

Since 2001 the new ICE has been very proactive and fairly successful in turning ICE into a modern RPG publisher. The company was initially somewhat limited in what they could produce due to the bankruptcy issues, but they have been getting back rights as they can. They've continued publication of Rolemaster Fantasy Roleplaying and have revived the Shadow World line as well. In addition they provided some initial support for Spacemaster Privateers, the third edition of the game that had been released during the original ICE's last year in business.

The new ICE has also picked up some minor licensees including The Guild Companion, who produced dual-stat PDFs with d20, and more recently Politically Incorrect Games, who will be producing cardstock figures.

Their biggest release has been HARP (2004), by Heike Kubasch and Tim Dugger, a Rolemaster-based system which was successfully released as a simpler introductory game. It's received some acclaim. Current word is that ICE is also planning a new fifth edition of the Rolemaster rules, and that it will totally renovate a system that's 10-20 years old, and shows it.

Finally, the new ICE has been very successful at making much of their old stock available as PDFs, so that customers can purchase an increasing number of otherwise out-of-print books. Their web site stands as an excellent example of how to make PDFs available for sale to fans. Most recently they supplemented their RMFRP and RMSS PDFs with PDFs for the old RM2 games, acknowledging that some fans prefer the older system.

I somewhat wonder about the viability of the new ICE's print products, with so much of their attention going to PDFs, but on the other hand HARP has been pretty successfully supported in print, so that bodes well as the new ICE pushes more products into new releases. Word is that they're also working on expanding their properties beyond the tabletop realm (again) by new computer game and MMORPG licenses.

With a twenty-five year-old legacy to live up to, the new ICE has lots of work ahead of it, but so far they seem to be doing well.

A very extensive (but not yet complete) list of ICE games is found in the RPGnet Index.

Copyright © 2006 Shannon Appelcline, published by RPGnet under license.