<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
SCHEDULE 13D
AMENDMENT NO. 15
Under the Securities Exchange Act of 1934
ICO, Inc.
- --------------------------------------------------------------------------------
(NAME OF ISSUER)
Common Stock, No par value per share
- --------------------------------------------------------------------------------
(TITLE OF CLASS OF SECURITIES)
449294206
- --------------------------------------------------------------------------------
(CUSIP NUMBER)
Gary P. Kreider, Esq.
Keating, Muething & Klekamp
One East Fourth Street, 18th Floor
Cincinnati, Ohio 45202
(513) 579-6411
- --------------------------------------------------------------------------------
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS)
April 30, 1996
- --------------------------------------------------------------------------------
(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box / /.
Check the following box if a fee is being paid with this statement / /.
<PAGE> 2
CUSIP NO. 449294206 13D Page 2 of 27 Pages
<TABLE>
<S> <C> <C>
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Dr. Asher O. Pacholder
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / X /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
See Item 3
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States citizen
7 SOLE VOTING POWER
NUMBER OF 0 (See Items 5 & 6)
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 7,812,088 (See Items 1, 5 & 6)
REPORTING
PERSON WITH
9 SOLE DISPOSITIVE POWER
77,400 (See Item 5)
10 SHARED DISPOSITIVE POWER
1,317,562 (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,812,088 (See Items 1, 5 & 6)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES / /
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
39.9% (See Items 1, 5 & 6)
14 TYPE OF REPORTING PERSON*
IN
</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 3
<TABLE>
<CAPTION>
CUSIP NO. 449294206 13D Page 3 of 27 Pages
<S> <C> <C>
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Sylvia A. Pacholder
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / X /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
See Item 3
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT / /
TO ITEM 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States citizen
7 SOLE VOTING POWER
NUMBER OF 0 (See Items 5 & 6)
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 7,812,088 (See Items 1, 5 & 6)
REPORTING
PERSON WITH
9 SOLE DISPOSITIVE POWER
87,000 (See Item 5)
10 SHARED DISPOSITIVE POWER
1,317,562 (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,812,088 (See Items 1, 5 & 6)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES / /
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
39.9% (See Items 1, 5 & 6)
14 TYPE OF REPORTING PERSON*
IN
</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 4
CUSIP NO. 449294206 13D Page 4 of 27 Pages
<TABLE>
<S> <C> <C>
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Robin E. Pacholder
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / X /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
See Item 3
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT / /
TO ITEM 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States citizen
7 SOLE VOTING POWER
NUMBER OF 0 (See Items 5 & 6)
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 7,812,088 (See Items 1, 5 and 6)
REPORTING
PERSON WITH
9 SOLE DISPOSITIVE POWER
6,822 (See Item 5)
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,812,088 (See Items 1, 5 & 6)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES / /
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
39.9% (See Items 1, 5 & 6)
14 TYPE OF REPORTING PERSON*
IN
</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 5
CUSIP NO. 449294206 13D Page 5 of 27 Pages
<TABLE>
<S> <C> <C>
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
William J. Morgan
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / X /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
See Item 3
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT / /
TO ITEM 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States citizen
7 SOLE VOTING POWER
NUMBER OF 0 (See Items 5 & 6)
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 7,812,088 (See Items 1, 5 & 6)
REPORTING
PERSON WITH
9 SOLE DISPOSITIVE POWER
10,000 (See Item 5)
10 SHARED DISPOSITIVE POWER
1,317,562 (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,812,088 (See Items 1, 5 & 6)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES / /
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
39.9% (See Items 1, 5 & 6)
14 TYPE OF REPORTING PERSON*
IN
</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 6
CUSIP NO. 449294206 13D Page 6 of 27 Pages
<TABLE>
<S> <C> <C>
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Pacholder Associates, Inc., Tax I.D. #31-1089398
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / X /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
See Item 3
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT / /
TO ITEM 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Ohio corporation
7 SOLE VOTING POWER
NUMBER OF 0 (See Items 5 & 6)
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 7,812,088 (See Items 1, 5 & 6)
REPORTING
PERSON WITH
9 SOLE DISPOSITIVE POWER
0 (See Item 5)
10 SHARED DISPOSITIVE POWER
923,325 (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,812,088 (See Items 1, 5 & 6)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES / /
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
39.9% (See Items 1, 5 & 6)
14 TYPE OF REPORTING PERSON*
IA
</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 7
CUSIP NO. 449294206 13D Page 7 of 27 Pages
<TABLE>
<S> <C> <C>
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
P M Delaware
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / X /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
See Item 3
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT / /
TO ITEM 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF 0 (See Items 5 & 6)
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 7,812,088 (See Items 1, 5 & 6)
REPORTING
PERSON WITH
9 SOLE DISPOSITIVE POWER
0 (See Item 5)
10 SHARED DISPOSITIVE POWER
394,237 (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,812,088 (See Items 1, 5 & 6)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES / /
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
39.9% (See Items 1, 5 & 6)
14 TYPE OF REPORTING PERSON*
CO
</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 8
CUSIP NO. 449294206 13D Page 8 of 27 Pages
<TABLE>
<S> <C> <C>
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
William E. Willoughby
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / X /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
See Item 3
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT / /
TO ITEM 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States citizen
7 SOLE VOTING POWER
NUMBER OF 0 (See Items 5 & 6)
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 7,812,088 (See Items 1, 5 & 6)
REPORTING
PERSON WITH
9 SOLE DISPOSITIVE POWER
1,624,173 (See Items 1 & 5)
10 SHARED DISPOSITIVE POWER
149,139 (See Items 1 & 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,812,088 (See Items 1, 5 & 6)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES / /
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
39.9% (See Items 1, 5 & 6)
14 TYPE OF REPORTING PERSON*
IN
</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 9
CUSIP NO. 449294206 13D Page 9 of 27 Pages
<TABLE>
<S> <C> <C>
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Peggy S. Willoughby
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / X /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
See Item 3
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT / /
TO ITEM 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States citizen
7 SOLE VOTING POWER
NUMBER OF 0 (See Items 5 & 6)
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 7,812,088 (See Items 1, 5 & 6)
REPORTING
PERSON WITH
9 SOLE DISPOSITIVE POWER
708,446 (See Items 1 & 5)
10 SHARED DISPOSITIVE POWER
149,139 (See Items 1 & 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,812,088 (See Items 1, 5 & 6)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES / /
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
39.9% (See Items 1, 5 & 6)
14 TYPE OF REPORTING PERSON*
IN
</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 10
CUSIP NO. 449294206 13D Page 10 of 27 Pages
<TABLE>
<S> <C> <C>
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
William C. Willoughby
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / X /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
See Item 3
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT / /
TO ITEM 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States citizen
7 SOLE VOTING POWER
3,280 (See Items 1, 5 & 6)
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 7,812,088 (See Items 1, 5 & 6)
EACH
REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER
1,384,851 (See Items 1 & 5)
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,812,088 (See Items 1, 5 & 6)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES / /
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
39.9% (See Items 1, 5 & 6)
14 TYPE OF REPORTING PERSON*
IN
</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 11
CUSIP NO. 449294206 13D Page 11 of 27 Pages
<TABLE>
<S> <C> <C>
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Regina S. Willoughby
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / X /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
See Item 3
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT / /
TO ITEM 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States citizen
7 SOLE VOTING POWER
3,280 (See Items 1, 5 & 6)
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 7,812,088 (See Items 1, 5 and 6)
EACH
REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER
140,863 (See Items 1 & 5)
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,812,088 (See Items 1, 5 & 6)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES / /
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
39.9% (See Items 1, 5 & 6)
14 TYPE OF REPORTING PERSON*
IN
</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 12
CUSIP NO. 449294206 13D Page 12 of 27 Pages
<TABLE>
<S> <C> <C>
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Fred R. Feder
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / X /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
See Item 3
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT / /
TO ITEM 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Citizen of Germany
7 SOLE VOTING POWER
NUMBER OF 0 (See Items 5 & 6)
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 7,812,088 (See Items 1, 5 & 6)
REPORTING
PERSON WITH
9 SOLE DISPOSITIVE POWER
979,260 (See Items 1 & 5)
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,812,088 (See Items 1, 5 & 6)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES / /
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
39.9% (See Items 1, 5 & 6)
14 TYPE OF REPORTING PERSON*
IN
</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 13
CUSIP NO. 449294206 13D Page 13 of 27 Pages
<TABLE>
<S> <C> <C>
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Theo J.M.L. Verhoeff
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / X /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
See Item 3
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT / /
TO ITEM 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Citizen of the Netherlands
7 SOLE VOTING POWER
NUMBER OF 0 (See Items 5 & 6)
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 7,812,088 (See Items 1, 5 & 6)
REPORTING
PERSON WITH
9 SOLE DISPOSITIVE POWER
81,709 (See Items 1 & 5)
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,812,088 (See Items 1, 5 & 6)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES / /
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
39.9% (See Items 1, 5 & 6)
14 TYPE OF REPORTING PERSON*
IN
</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 14
CUSIP NO. 449294206 13D Page 14 of 27 Pages
<TABLE>
<S> <C> <C>
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Catherine Willoughby Stephens
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / X /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
See Item 3
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT / /
TO ITEM 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States citizen
7 SOLE VOTING POWER
NUMBER OF 0 (See Items 5 & 6)
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 7,812,088 (See Items 1, 5 & 6)
REPORTING
PERSON WITH
9 SOLE DISPOSITIVE POWER
456,984 (See Item 1 & 5)
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,812,088 (See Items 1, 5 & 6)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES / /
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
39.9% (See Items 1, 5 & 6)
14 TYPE OF REPORTING PERSON*
IN
</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 15
CUSIP NO. 449294206 13D Page 15 of 27 Pages
<TABLE>
<S> <C> <C>
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Walter L. Leib
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / X /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
See Item 3
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT / /
TO ITEM 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States citizen
7 SOLE VOTING POWER
NUMBER OF 33,921 (See Items 1 & 5)
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 2,293,222 (See Items 1, 5 and 6)
REPORTING
PERSON WITH
9 SOLE DISPOSITIVE POWER
33,921 (See Items 1 & 5)
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,327,143 (See Items 1, 5 & 6)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES / /
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.9% (See Items 1, 5 & 6)
14 TYPE OF REPORTING PERSON*
IN
</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 16
CUSIP NO. 449294206 13D Page 16 of 27 Pages
<TABLE>
<S> <C> <C>
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Edward N. Barol
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / X /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
See Item 3
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT / /
TO ITEM 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States citizen
7 SOLE VOTING POWER
NUMBER OF 16,401 (See Items 1 & 5)
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 2,293,222 (See Items 1, 5 & 6)
REPORTING
PERSON WITH
9 SOLE DISPOSITIVE POWER
16,401 (See Items 1 & 5)
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,309,623 (See Items 1, 5 & 6)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES / /
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.8% (See Items 1, 5 & 6)
14 TYPE OF REPORTING PERSON*
IN
</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 17
ITEM 1. SECURITY AND ISSUER.
This Amendment No. 15 relates to the common stock, no par value per
share ("ICO Common Stock") of ICO, Inc. ("ICO"), 100 Glenborough Drive, Houston,
Texas 77067. This filing amends the Schedule 13D filed by Pacholder Associates
Inc. by adding and though this initial filing for such holders of ICO Common
Stock who have become members of a group through execution of the Shareholders
Agreement described in Item 6 and to reflect the acquisition of shares of ICO
common stock, no par value (the "ICO Common Stock") pursuant to the merger of
Wedco Technology, Inc. ("Wedco") with and into W Acquisition Corp. ("W Acquisi
tion"), a wholly-owned subsidiary of ICO. Pursuant to the merger, W Acquisition
changed its name to Wedco Technology, Inc. This filing assumes that all Wedco
Shareholders (as defined in Item 2) will elect the Stock Consideration (as
defined in Item 3) provided for by such merger. A further amendment shall be
made to reflect the effects of such elections to the extent inconsistent with
this assumption.
ITEM 2 IDENTITY AND BACKGROUND. (*INDICATES MEMBER OF GROUP BUT NOT A
FILING PERSON)
DR. ASHER O. PACHOLDER
(a) - (c) Dr. Asher O. Pacholder ("AOP") is the Chairman of the Board
of Directors and Chief Operating Officer of Wedco
Technology, Inc. ("Wedco"), Route 173, West Portal, New
Jersey 08802, and Chairman of the Board of Directors and
Chief Financial Officer of ICO, 100 Glenborough Drive,
Houston, Texas 77067.
(d) AOP during the last five (5) years, has not been con victed
in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e) AOP during the last five (5) years, has not been a party to
a civil proceeding of a judicial or administrative body of
competent jurisdiction which resulted in AOP being at any
time subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or
finding any violation with respect to such laws.
(f) United States citizen.
-17-
<PAGE> 18
SYLVIA A. PACHOLDER
(a) - (c) Sylvia A. Pacholder ("SAP") is President, Chief Executive
Officer and Director of Wedco, Route 173, West Portal, New
Jersey 08802, and President, Chief Executive Officer,
Secretary and Director of ICO, 100 Glenborough Drive,
Houston, Texas 77067.
(d) SAP during the last five (5) years, has not been con victed
in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e) SAP during the last five (5) years, has not been a party to
a civil proceeding of a judicial or administrative body of
competent jurisdiction which resulted in SAP being at any
time subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or
finding any violation with respect to such laws.
(f) United States citizen.
ROBIN E. PACHOLDER
(a) - (c) Robin E. Pacholder ("REP") is Senior Vice President and
Associate General Counsel of Pacholder Associates, Inc.,
8044 Montgomery Road, Suite 382, Cincinnati, Ohio 45202,
and a Director of ICO, 100 Glenborough Drive, Houston,
Texas 77067.
(d) REP during the last five (5) years, has not been convicted
in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e) REP during the last five (5) years, has not been a party to
a civil proceeding of a judicial or administrative body of
competent jurisdiction which resulted in REP being at any
time subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or
finding any violation with respect to such laws.
(f) United States citizen.
-18-
<PAGE> 19
WILLIAM J. MORGAN
(a) - (c) William J. Morgan ("Morgan") is President and Managing
Director of Pacholder Associates, Inc., 8044 Montgomery
Road, Suite 382, Cincinnati, Ohio 45202, and a Director of
ICO, 100 Glenborough Drive, Houston, Texas 77067.
(d) Morgan during the last five (5) years, has not been
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) Morgan during the last five (5) years, has not been a party
to a civil proceeding of a judicial or administrative
body of competent jurisdiction which resulted in
Morgan being at any time subject to a judgment, decree or
final order enjoining future violations of, or prohibit ing
or mandating activities subject to, federal or state
securities laws or finding any violation with respect to
such laws.
(f) United States citizen.
PACHOLDER ASSOCIATES, INC.
(a) - (c) Pacholder Associates, Inc.("Pacholder Associates") is an
Ohio corporation. Pacholder Associates' business address
and the address of its principal office is 8044 Montgomery
Road, Suite 382, Cincinnati, Ohio 45202.
(d) Pacholder Associates during the last five (5) years, has
not been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) Pacholder Associates during the last five (5) years, has
not been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction which
resulted in Pacholder Associates being at any time subject
to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any
violation with respect to such laws.
(f) Not applicable.
-19-
<PAGE> 20
P M DELAWARE, INC.
(a) - (c) P M Delaware, Inc. ("P M Delaware") is a Delaware
corporation. P M Delaware's business address and the
address of its principal office is 1105 North Market
Street, Suite 1300, P.O. Box 8985, Wilmington, DE 19899.
(d) P M Delaware during the last five (5) years, has not been
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) P M Delaware during the last five (5) years, has not been a
party to a civil proceeding of a judicial or adminis-
trative body of competent jurisdiction which resulted in P
M Delaware being at any time subject to a judgment, decree
or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect
to such laws.
(f) Not applicable.
WILLIAM E. WILLOUGHBY
(a) - (c) William E. Willoughby ("WEW") is a consultant for Wedco,
Route 173, West Portal, New Jersey 08802, and a Director
of ICO, 100 Glenborough Drive, Houston, Texas 77067.
(d) WEW during the last five (5) years, has not been convicted
in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e) WEW during the last five (5) years, has not been a party to
a civil proceeding of a judicial or administrative body of
competent jurisdiction which resulted in WEW being at any
time subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any
violation with respect to such laws.
(f) United States citizen.
PEGGY S. WILLOUGHBY
(a) - (c) Peggy S. Willoughby ("PSW") is the wife of WEW and resides
at
.
(d) PSW during the last five (5) years, has not been convicted
in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e) PSW during the last five (5) years, has not been a party to
a civil proceeding of a judicial or administrative body of
competent jurisdiction which resulted in PSW being at any
time subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or
finding any violation with respect to such laws.
(f) United States citizen.
WILLIAM C. WILLOUGHBY
(a) - (c) William C. Willoughby ("WCW") is the son of WEW. He is
__________________________________ for __________________ ,
______________________.
(d) WCW during the last five (5) years, has not been convicted
in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e) WCW during the last five (5) years, has not been a party to
a civil proceeding of a judicial or administrative body of
competent jurisdiction which resulted in WCW being at any
time subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
(f) United States citizen.
-20-
<PAGE> 21
REGINA S. WILLOUGHBY
(a) - (c) Regina S. Willoughby ("RSW") is______________________ for
______________________________.
(d) RSW during the last five (5) years, has not been convicted
in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e) RSW during the last five (5) years, has not been a party to
a civil proceeding of a judicial or administrative body of
competent jurisdiction which resulted in RSW being at any
time subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or
finding any violation with respect to such laws.
(f) United States citizen.
FRED R. FEDER
(a) - (c) Fred R. Feder ("Feder") is the Vice President of Wedco,
Route 173, West Portal, New Jersey 08802.
(d) Feder during the last five (5) years, has not been
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) Feder during the last five (5) years, has not been a party
to a civil proceeding of a judicial or administrative
body of competent jurisdiction which resulted in Feder
being at any time subject to a judgment, decree or
final order enjoining future violations of, or prohibit ing
or mandating activities subject to, federal or state
securities laws or finding any violation with respect to
such laws.
(f) Germany.
THEO J.M.L. VERHOEFF
(a) - (c) Theo J.M.L. Verhoeff ("Verhoeff") is the Vice President-
European Operations for Wedco, Route 173, West Portal, New
Jersey 08802.
(d) Verhoeff during the last five (5) years, has not been
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
-21-
<PAGE> 22
(e) Verhoeff during the last five (5) years, has not been a
party to a civil proceeding of a judicial or adminis-
trative body of competent jurisdiction which resulted in
Verhoeff being at any time subject to a judgment, decree or
final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state
securities laws or finding any violation with respect to
such laws.
(f) Citizen of The Netherlands.
CATHERINE WILLOUGHBY STEPHENS
(a) - (c) Catherine Willoughby Stephens ("Stephens") is the daughter
of WEW. She is Vice President for Stephens Realty, Inc.,
120 Hana Highway, P.O. Box 50, Paia, Hawaii 96799.
(d) Stephens during the last five (5) years, has not been
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) Stephens during the last five (5) years, has not been a
party to a civil proceeding of a judicial or adminis-
trative body of competent jurisdiction which resulted in
Stephens being at any time subject to a judgment, decree or
final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state
securities laws or finding any violation with respect to
such laws.
(f) United States citizen.
WALTER L. LEIB
(a) - (c) Walter L. Leib ("Leib") is a shareholder of the law firm of
Leib, Kraus, Grispin & Roth, a professional corporation,
328 Park Avenue, P.O. Box 310, Scotch Plains, New Jersey
07076-0310.
(d) Leib during the last five (5) years, has not been convicted
in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e) Leib during the last five (5) years, has not been a party
to a civil proceeding of a judicial or administrative body
of competent jurisdiction which resulted in Leib being at
any time subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or
finding any violation with respect to such laws.
(f) United States citizen.
-22-
<PAGE> 23
EDWARD N. BAROL
(a) - (c) Edward N. Barol ("Barol") is of counsel to the law firm of
Dilworth, Paxson, Kalish & Kaufman LLP, 3200 Mellon Bank
Center, 1735 Market Street, Philadelphia, Pennsylvania
19103-7595.
(d) Barol during the last five (5) years, has not been
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) Barol during the last five (5) years, has not been a party
to a civil proceeding of a judicial or administrative body
of competent jurisdiction which resulted in Barol being at
any time subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or
finding any violation with respect to such laws.
(f) United States citizen.
As used hereafter, WEW, PSW, WCW, RSW, Feder, Verhoeff and Stephens are
collectively referred to as the "Wedco Shareholders," and AOP, SAP, REP,
Morgan, Pacholder Associates and P M Delaware are collectively referred to as
the "ICO Shareholders." The Wedco Shareholders and the ICO Shareholders are
collectively referred to as the "Shareholders".
ITEM 3. SOURCE AND AMOUNT OF FUNDS.
The Wedco Shareholders' Common Stock was acquired pursuant to a
statutory merger between Wedco and W Acquisition Corp. ("W Acquisition"), a
wholly-owned subsidiary of ICO, whereby shares of Wedco Common Stock, $0.10 par
value ("Wedco Common Stock") were converted into the right to receive, at the
option of the holder thereof, either: (i) 2.20 shares ICO Common Stock and
$3.50 in cash (the "Cash/Stock Consideration"), or (ii) 2.84 shares of ICO
Common Stock (the "Stock Consideration" and together with the Cash/Stock
Consideration, the "Merger Consideration"). The Wedco Shareholders presently
have not made their election of Merger Consideration. All of the shareholdings
of the Wedco Shareholders and all percentage calculations for the Shareholders
assume that all the Wedco Shareholders will elect the Stock Consideration.
ITEM 4. PURPOSE OF TRANSACTION.
ICO, W Acquisition and Wedco entered into the merger agreement
pursuant to which (i) Wedco was merged with and into W Acquisition with W
Acquisition surviving the Merger as a wholly-owned subsidiary of ICO, and (ii)
each share of Wedco Common Stock being converted into the Merger Consideration
(as defined in Item 3).
-23-
<PAGE> 24
The Wedco Shareholders intend to monitor the market for ICO Common
Stock and, depending on market conditions, may sell their ICO Common Stock from
time to time. Except as set forth in the preceding sentence and in Item 6
below, the Shareholders do not have any plans or proposals which relate to or
would result in any of the following events:
(a) The acquisition by any person of additional securities of ICO,
or the disposition of securities of ICO;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving ICO or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of ICO or any
of its subsidiaries;
(d) Any change in the present board of directors or management of
ICO, including any plans or proposals to change the number or term of directors
or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend
policy of ICO;
(f) Any other material change in ICO's business or corporate
structure;
(g) Changes in ICO's Certificate of Incorporation or Bylaws or other
actions which may impede the acquisition of control of the issuer by any
person;
(h) Causing a class of securities of ICO to be delisted from a
national securities exchange or to cease to be authorized to be quoted on an
inter-dealer quotation system of a registered national securities association;
(i) A class of equity securities of ICO becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act; or
(j) Any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF ISSUER.
(a) - (b)
As of May 10, 1996, the Shareholders in the aggregate beneficially owned
7,813,088 shares (or approximately 39.9% of the outstanding shares) of ICO
Common Stock (based on the assumption that all Wedco Shareholders elect the
Stock Consideration, as defined in Item 3, pursuant to the merger) as follows:
-24-
<PAGE> 25
<TABLE>
<CAPTION>
HOLDER NUMBER OF SHARES
------ -----------------
<S> <C>
Dr. Asher O. Pacholder(1)(2)(4)(10) 1,864,692
Sylvia A. Pacholder(1)(2)(4)(10) 1,874,292
Robin E. Pacholder(2)(3)(10) 6,822
William J. Morgan(2)(4)(10) 1,327,562
Pacholder Associates, Inc.(5)(10) 923,325
P M Delaware, Inc.(10) 394,237
William E. Willoughby(6)(10) 1,773,312
Peggy S. Willoughby(7)(10) 857,585
William C. Willoughby(8)(10) 1,384,851
Regina S. Willoughby(9)(10) 140,863
Fred R. Feder(10) 979,260
Theo J.M.L. Verhoeff(10) 81,709
Catherine Willoughby Stephens(10) 456,984
Walter L. Leib(10) 33,921
Edward N. Barol(10) 16,401
<FN>
(1) Includes 469,730 shares of Common Stock over which Ms. S. Pacholder
and Dr. Pacholder share voting power pursuant to irrevocable
proxies. Ms. S. Pacholder and Dr. Pacholder disclaim beneficial
ownership of these shares.
(2) Share amounts for Dr. Pacholder, Ms. S. Pacholder, Ms. R. Pacholder
and Mr. Morgan include 66,000, 87,000, 6,000 and 8,000 shares of
Common Stock, respectively which may be acquired upon the exercise
of options.
(3) Includes 822 shares of Common Stock issuable upon conversion of
Convertible Exchangeable Preferred Stock.
(4) Includes voting and disposition power of shares beneficially owned
by Pacholder Associates and P M Delaware.
(5) Pacholder Associates has sole voting and disposition authority over
204,380 shares of ICO Common Stock, 202,079 warrants to acquire ICO
Common Stock and 44,760 shares of Convertible Exchangeable
Preferred Stock, convertible into 122,629 shares of ICO Common
Stock. Also includes shares beneficially owned by P M Delaware.
(6) Includes 149,139 shares held jointly with his spouse, Peggy S.
Willoughby.
(7) Includes 149,139 shares held jointly with her spouse, William E.
Willoughby.
</TABLE>
-25-
<PAGE> 26
<TABLE>
<S> <C>
(8) Includes 45,823 shares held as custodian for William B. Willoughby
and 3,280 shares held by his minor son, William B. Willoughby.
(9) Includes 16,437 shares held as custodian for William B. Willoughby
and 3,280 shares held by her minor son, William B. Willoughby.
(10) Except as specifically set forth in the above notes, does not
include the shares of the Other Shareholders that can be voted
pursuant to the voting agreements and irrevocable proxies
described in Item 6.
</TABLE>
(c) Except as reported herein, none of the Shareholders has effected any
transactions in equity securities of ICO during the past sixty days.
(d) None
(e) Not Applicable
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
The Shareholders are parties to the following agreements:
1. SHAREHOLDERS AGREEMENT. The Shareholders Agreement ("Shareholders
Agreement") was entered into among ICO, the ICO Shareholders (as defined in
Item 2) and the Wedco Shareholders (as defined in Item 2). The Shareholders
(as defined in Item 2) agreed to take all actions necessary or appropriate to
cause the election of Willoughby, Leib and George S. Sirusas ("Sirusas") to the
Board of Directors of ICO for terms ending on the date of ICO's annual
shareholders meeting in 1996 in the case of Willoughby, the date of its annual
shareholders meeting in 1997 in the case of Leib and Sirusas and to cause the
reelection of Willoughby, Sirusas and Leib to the Board of Directors of ICO
until the earlier of the time the Wedco Shareholders who are parties to the
Shareholders Agreement, taken as a whole, beneficially own less than 1,500,000
shares of Common Stock of ICO (or as adjusted) or there is a "change in
control" of ICO, when the ICO Shareholders who are parties to the Shareholders
Agreement shall no longer be obligated to cause the reelection of such persons
to its Board of Directors ("Termination Date"). In addition, if Willoughby,
Leib or Sirusas shall cease to serve as a director of ICO at any time prior to
the Termination Date, the Shareholders will agree to take all actions necessary
or appropriate to ensure that the vacancy created shall be filled by a person
nominated by the others, subject to the consent of a majority of the full Board
of Directors of ICO.
In addition to the foregoing, all the ICO Shareholders who are parties to
the Shareholders Agreement have granted irrevocable proxies coupled with an
interest to Leib and Barol to vote their shares of Common Stock of ICO in favor
of the slate of nominees for ICO's Board of Directors selected by the then
incumbent members of the Board of Directors of ICO (the "Nominated Slate") and
the Wedco Shareholders who are parties to the Shareholders Agreement granted
substantially identical proxies to SAP and AOP to vote their shares of Common
Stock of ICO also in favor of the Nominated Slate.
-26-
<PAGE> 27
The Shareholders Agreement also provides that with respect to Wedco, SAP
will be its President and Chief Executive Officer and AOP will be its Chairman
of the Board and Chief Operating Officer. Pursuant to the Shareholders
Agreement, Wedco's Articles of Incorporation were amended to provide that the
Chairman of the Board, President, CEO, COO or any person who shall hold any
other office, position or title having similar functions or authority to the
functions of the Chairman of the Board, President, CEO or COO or who shall have
equivalent operating authority of Wedco will be elected by a unanimous vote of
the Wedco Board of Directors.
The Shareholders Agreement also provides that if one or more of the ICO
Shareholders or Wedco Shareholders who are parties to the agreement desire to
sell 500,000 or more shares of ICO Common Stock, other than in connection with
an underwritten public offering that would not result in a transfer or
transfers of 500,000 or more shares of ICO Common Stock to any person or group
of persons, such proposed sale shall not be effective unless the proposed
transferee agrees to be bound as the successor to the transferor under the
agreement.
2. REGISTRATION RIGHTS AGREEMENT. ICO and the Wedco Shareholders are
parties to a Registration Rights Agreement to provide the Wedco Shareholders,
for a period of five years after April 30, 1996 with certain demand and
"piggyback" registration rights to enable them to dispose of the shares of
Common Stock of ICO received by them in the Merger.
Other than as listed above, none of the Reporting Persons is a
party to any agreement with respect to any securities of ICO, including
agreements with respect to the transfer or voting of any such securities,
finder's fees, joint ventures, loans or option arrangements, puts or calls,
guarantees of profits, division of profits or loss, or the giving or
withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
1. Agreement required pursuant to Regulation Section 240.13d-
1(f)(1) promulgated under the Securities exchange Act of 1934, as amended.
2. Powers of Attorney executed in connection with filings under
the Securities Exchange Act of 1934, as amended.
3. Stockholders Agreement.*
4. Registration Rights Agreement.*
5. Merger Agreement among Wedco Technology, Inc., W Acquisition
Corp. and ICO, Inc. dated as of December 8, 1995, as Amended on March 13,
1996.*
*Exhibits previously filed with the Securities and Exchange
Commission on Form S-4, Registration No. 333-00831 by ICO and incorporated
herein by reference.
-27-
<PAGE> 28
After reasonable inquiry and to the best knowledge and belief of the
undersigned, it is hereby certified that the information set forth in this
statement is true, complete and correct.
/s/ DR. ASHER O. PACHOLDER
Dated: May 10, 1996 _______________________________________
Dr. Asher O. Pacholder, Individually and
As Attorney-in-Fact for:
Sylvia A. Pacholder
Robin E. Pacholder
William J. Morgan
Pacholder Associates, Inc.
P M Delaware, Inc.
William E. Willoughby
Peggy S. Willoughby
William C. Willoughby
Regina S. Willoughby
Fred R. Feder
Theo J.M.L. Verhoeff
Catherine Willoughby Stephens
Walter L. Leib
/s/ EDWARD N. BAROL
__________________________________________
Edward N. Barol
359401.1
-28-
<PAGE> 1
EXHIBIT 1
AGREEMENT
---------
This Agreement ("Agreement") executed this ____ day of May, 1996 is by
and among DR. ASHER O. PACHOLDER ("AOP"), SYLVIA A. PACHOLDER ("SAP"), ROBIN
E. PACHOLDER ("REP"), WILLIAM J. MORGAN ("Morgan"), PACHOLDER ASSOCIATES, INC.,
an Ohio corporation ("Pacholder Associates"), P M DELAWARE, INC., a
Delaware corporation ("P M Delaware") (AOP, REP, SAP, Morgan, Pacholder
Associates and P M Delaware are referred to herein collectively as the "ICO
Shareholders"), WILLIAM E. WILLOUGHBY ("WEW"), PEGGY S. WILLOUGHBY ("PSW"),
WILLIAM C. WILLOUGHBY ("WCW"), REGINA S. WILLOUGHBY ("RSW"), FRED R. FEDER
("Feder"), THEO J.M.L. VERHOEFF ("Verhoeff") and CATHERINE WILLOUGHBY STEPHENS
("CWS") (WEW, PSW, WCW, RSW, Feder, Verhoeff and CWS are referred to herein
collectively as the "Wedco Shareholders") (the ICO Shareholders and the Wedco
Shareholders are collectively the "Shareholders"), WALTER L. LEIB ("Leib") and
EDWARD N. BAROL ("Barol").
WHEREAS, as of the date of this Agreement, the Shareholders own
approximately 39.9% of ICO, Inc., a Texas corporation;
WHEREAS, the Shareholders entered into a Shareholders Agreement
regarding the voting of the ICO, Inc. ("ICO") Common Stock, no par value (the
"ICO Common Stock");
WHEREAS, the ICO Shareholders granted Leib and Barol irrevocable
proxies coupled with an interest with respect to their shares of ICO Common
Stock;
WHEREAS, the Shareholders, Leib and Barol may be deemed to be the
beneficial owners of ICO Common Stock pursuant to Regulation Section 240.13d-3
promulgated under the Securities Exchange Act of 1934, as amended;
WHEREAS, the Shareholders, Leib and Barol from time to time must file
statements pursuant to certain sections of the Securities Exchange Act of 1934,
as amended, concerning the ownership of equity securities of ICO, Inc.;
NOW, THEREFORE, BE IT RESOLVED that the Shareholders, Leib and Barol do
hereby agree to file jointly with the Securities Exchange Commission any
schedules or other filings or amendments thereto made by or on behalf of the
Shareholders, Barol and Leib pursuant to Section 13(d) of the Securities
Exchange Act of 1934, as amended.
______________________________________
DR. ASHER O. PACHOLDER
____________________________________
SYLVIA A. PACHOLDER
<PAGE> 2
_____________________________________
ROBIN E. PACHOLDER
_________________________________
WILLIAM J. MORGAN
PACHOLDER ASSOCIATES, INC.
BY:________________________________
P M DELAWARE, INC.
BY:________________________________
_____________________________________
WILLIAM E. WILLOUGHBY
_____________________________________
PEGGY S. WILLOUGHBY
_____________________________________
WILLIAM C. WILLOUGHBY
_____________________________________
REGINA S. WILLOUGHBY
_____________________________________
FRED R. FEDER
____________________________________
THEO J.M.L. VERHOEFF
_____________________________________
CATHERINE WILLOUGHBY STEPHENS
_____________________________________
WALTER L. LEIB
_____________________________________
EDWARD N. BAROL
<PAGE> 1
EXHIBIT 2
POWER OF ATTORNEY
-----------------
I, DR. ASHER O. PACHOLDER, do hereby appoint SYLVIA A. PACHOLDER as my
true and lawful attorney-in-fact to sign on my behalf individually and to file
with the Securities and Exchange Commission any schedules or other filings or
amendments thereto made by me pursuant to Section 13(d) of the Securities and
Exchange Act of 1934, as amended.
IN WITNESS WHEREOF, I have hereunto set my hand this ____ day of May,
1996.
____________________________________
DR. ASHER O. PACHOLDER
<PAGE> 2
EXHIBIT 2
POWER OF ATTORNEY
-----------------
I, SYLVIA A. PACHOLDER, do hereby appoint DR. ASHER O. PACHOLDER as my
true and lawful attorney-in-fact to sign on my behalf individually and to file
with the Securities and Exchange Commission any schedules or other filings or
amendments thereto made by me pursuant to Section 13(d) of the Securities and
Exchange Act of 1934, as amended.
IN WITNESS WHEREOF, I have hereunto set my hand this ____ day of May,
1996.
____________________________________
SYLVIA A. PACHOLDER
<PAGE> 3
EXHIBIT 2
POWER OF ATTORNEY
-----------------
I, WILLIAM E. WILLOUGHBY, do hereby appoint DR. ASHER O. PACHOLDER and
SYLVIA A. PACHOLDER, or either of them, as my true and lawful attorneys-in-
fact to sign on my behalf individually and to file with the Securities and
Exchange Commission any schedules or other filings or amendments thereto made
by me pursuant to Section 13(d) of the Securities and Exchange Act of 1934, as
amended.
IN WITNESS WHEREOF, I have hereunto set my hand this ____ day of May,
1996.
____________________________________
WILLIAM E. WILLOUGHBY
<PAGE> 4
EXHIBIT 2
POWER OF ATTORNEY
-----------------
I, ROBIN E. PACHOLDER, do hereby appoint DR. ASHER O. PACHOLDER and
SYLVIA A. PACHOLDER, or either of them, as my true and lawful attorneys-in-
fact to sign on my behalf individually and as an officer of Pacholder
Associates, Inc. and to file with the Securities and Exchange Commission any
schedules or other filings or amendments thereto made by me pursuant to Section
13(d) of the Securities and Exchange Act of 1934, as amended.
IN WITNESS WHEREOF, I have hereunto set my hand this ____ day of May,
1996.
____________________________________
ROBIN E. PACHOLDER
<PAGE> 5
EXHIBIT 2
POWER OF ATTORNEY
-----------------
I, WILLIAM J. MORGAN, do hereby appoint DR. ASHER O. PACHOLDER and
SYLVIA A. PACHOLDER, or either of them, as my true and lawful attorneys-in-
fact to sign on my behalf individually, as an officer and director of P M
Delaware, Inc. and an officer and director of Pacholder Associates, Inc. and to
file with the Securities and Exchange Commission any schedules or other filings
or amendments thereto made by me pursuant to Section 13(d) of the Securities
and Exchange Act of 1934, as amended.
IN WITNESS WHEREOF, I have hereunto set my hand this ____ day of May,
1996.
____________________________________
WILLIAM J. MORGAN
<PAGE> 6
EXHIBIT 2
POWER OF ATTORNEY
-----------------
I, PEGGY S. WILLOUGHBY, do hereby appoint DR. ASHER O. PACHOLDER and
SYLVIA A. PACHOLDER, or either of them, as my true and lawful attorneys-in-
fact to sign on my behalf individually and to file with the Securities and
Exchange Commission any schedules or other filings or amendments thereto made
by me pursuant to Section 13(d) of the Securities and Exchange Act of 1934, as
amended.
IN WITNESS WHEREOF, I have hereunto set my hand this ____ day of May,
1996.
____________________________________
PEGGY S. WILLOUGHBY
<PAGE> 7
EXHIBIT 2
POWER OF ATTORNEY
-----------------
I, WILLIAM C. WILLOUGHBY, do hereby appoint DR. ASHER O. PACHOLDER and
SYLVIA A. PACHOLDER, or either of them, as my true and lawful attorneys-in-
fact to sign on my behalf individually and to file with the Securities and
Exchange Commission any schedules or other filings or amendments thereto made
by me pursuant to Section 13(d) of the Securities and Exchange Act of 1934, as
amended.
IN WITNESS WHEREOF, I have hereunto set my hand this ____ day of May,
1996.
____________________________________
WILLIAM C. WILLOUGHBY
<PAGE> 8
EXHIBIT 2
POWER OF ATTORNEY
-----------------
I, REGINA S. WILLOUGHBY, do hereby appoint DR. ASHER O. PACHOLDER and
SYLVIA A. PACHOLDER, or either of them, as my true and lawful attorneys-in-
fact to sign on my behalf individually and to file with the Securities and
Exchange Commission any schedules or other filings or amendments thereto made
by me pursuant to Section 13(d) of the Securities and Exchange Act of 1934, as
amended.
IN WITNESS WHEREOF, I have hereunto set my hand this ____ day of May,
1996.
____________________________________
REGINA S. WILLOUGHBY
<PAGE> 9
EXHIBIT 2
POWER OF ATTORNEY
-----------------
I, FRED R. FEDER, do hereby appoint DR. ASHER O. PACHOLDER and SYLVIA
A. PACHOLDER, or either of them, as my true and lawful attorneys-in-fact to
sign on my behalf individually and to file with the Securities and Exchange
Commission any schedules or other filings or amendments thereto made by me
pursuant to Section 13(d) of the Securities and Exchange Act of 1934, as
amended.
IN WITNESS WHEREOF, I have hereunto set my hand this ____ day of May,
1996.
____________________________________
FRED R. FEDER
<PAGE> 10
EXHIBIT 2
POWER OF ATTORNEY
-----------------
I, THEO J.M.L. VERHOEFF, do hereby appoint DR. ASHER O. PACHOLDER and
SYLVIA A. PACHOLDER, or either of them, as my true and lawful attorneys-in-
fact to sign on my behalf individually and to file with the Securities and
Exchange Commission any schedules or other filings or amendments thereto made
by me pursuant to Section 13(d) of the Securities and Exchange Act of 1934, as
amended.
IN WITNESS WHEREOF, I have hereunto set my hand this ____ day of May,
1996.
____________________________________
THEO J.M.L. VERHOEFF
<PAGE> 11
EXHIBIT 2
POWER OF ATTORNEY
-----------------
I, CATHERINE WILLOUGHBY STEPHENS, do hereby appoint DR. ASHER O.
PACHOLDER and SYLVIA A. PACHOLDER, or either of them, as my true and lawful
attorneys-in-fact to sign on my behalf individually and to file with the
Securities and Exchange Commission any schedules or other filings or amendments
thereto made by me pursuant to Section 13(d) of the Securities and Exchange Act
of 1934, as amended.
IN WITNESS WHEREOF, I have hereunto set my hand this ____ day of May,
1996.
____________________________________
CATHERINE WILLOUGHBY STEPHENS
<PAGE> 12
EXHIBIT 2
POWER OF ATTORNEY
-----------------
I, WALTER L. LEIB, do hereby appoint DR. ASHER O. PACHOLDER and SYLVIA
A. PACHOLDER, or either of them, as my true and lawful attorneys-in-fact to
sign on my behalf individually and to file with the Securities and Exchange
Commission any schedules or other filings or amendments thereto made by me
pursuant to Section 13(d) of the Securities and Exchange Act of 1934, as
amended.
IN WITNESS WHEREOF, I have hereunto set my hand this ____ day of May,
1996.
____________________________________
WALTER L. LEIB
