SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Amendment No. 16
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, P.L.L.
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>
CUSIP NO. 449294206 13D Page 2 of 29 Pages
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 6,176,106 (See Items 5 & 6)
REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER
146,000 (See Item 5)
10 SHARED DISPOSITIVE POWER
1,004,125 (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,176,106 (See Items 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)
30.1% (See Items 5 & 6)
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 449294206 13D Page 3 of 29 Pages
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 6,316,106 (See Items 5 & 6)
REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER
167,000 (See Item 5)
10 SHARED DISPOSITIVE POWER
1,004,125 (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,316,106 (See Items 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)
30.1% (See Items 5 & 6)
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 449294206 13D Page 4 of 29 Pages
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 4,825,998 (See Items 5 and 6)
REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER
36,822 (See Item 5)
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,825,998 (See Items 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)
23.5% (See Items 5 & 6)
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 449294206 13D Page 5 of 29 Pages
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 5,288,750 (See Items 5 & 6)
REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER
15,000 (See Item 5)
10 SHARED DISPOSITIVE POWER
1,004,125 (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,288,750 (See Items 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)
25.8% (See Items 5 & 6)
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 449294206 13D Page 6 of 29 Pages
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 5,288,750 (See Items 5 & 6)
REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER
0 (See Item 5)
10 SHARED DISPOSITIVE POWER
1,004,125 (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,288,750 (See Items 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)
25.8% (See Items 5 & 6)
14 TYPE OF REPORTING PERSON*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 449294206 13D Page 7 of 29 Pages
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 4,825,998 (See Items 5 & 6)
REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER
0 (See Item 5)
10 SHARED DISPOSITIVE POWER
541,373 (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,825,998 (See Items 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)
23.5% (See Items 5 & 6)
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 449294206 13D Page 8 of 29 Pages
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 4,825,998 (See Items 5 & 6)
REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER
1,259,871 (See Item 5)
10 SHARED DISPOSITIVE POWER
149,139 (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,825,998 (See Items 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)
23.5% (See Items 5 & 6)
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 449294206 13D Page 9 of 29 Pages
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 4,825,998 (See Items 5 & 6)
REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER
708,446 (See Item 5)
10 SHARED DISPOSITIVE POWER
149,139 (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,825,998 (See Items 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)
23.5% (See Items 5 & 6)
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 449294206 13D Page 10 of 29 Pages
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
35,497 (See Items 5 & 6)
NUMBER OF
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 4,825,998 (See Items 5 & 6)
REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER
984,500 (See Item 5)
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,861,495 (See Items 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)
23.7% (See Items 5 & 6)
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 449294206 13D Page 11 of 29 Pages
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
13,143 (See Items 5 & 6)
NUMBER OF
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 4,825,998 (See Items 5 and 6)
REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER
104,923 (See Item 5)
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,839,141 (See Items 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)
23.6% (See Items 5 & 6)
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 449294206 13D Page 12 of 29 Pages
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 4,825,998 (See Items 5 & 6)
REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER
579,260 (See Item 5)
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,825,998 (See Items 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)
23.5% (See Items 5 & 6)
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 449294206 13D Page 13 of 29 Pages
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 4,825,998 (See Items 5 & 6)
REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER
131,709 (See Item 5)
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,825,998 (See Items 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)
23.5% (See Items 5 & 6)
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 449294206 13D Page 14 of 29 Pages
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 4,825,998 (See Items 5 & 6)
REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER
412,983 (See Item 5)
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,825,998 (See Items 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)
23.5% (See Items 5 & 6)
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 449294206 13D Page 15 of 29 Pages
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 34,195 (See Item 5)
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 917,595 (See Items 5 and 6)
REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER
41,195 (See Item 5)
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
958,790 (See Items 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)
4.7% (See Items 5 & 6)
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Item 1. Security and Issuer.
This Amendment No. 16 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 through this initial filing, such
holders of ICO Common Stock who have become members of a group through execution
of the Shareholders Agreement described in Item 6, 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 Acquisition"), a wholly-owned subsidiary of ICO and to reflect the effect of
the Wedco Shareholders' (as defined in Item 2) election of the Merger
Consideration (as defined in Item 3). Pursuant to the merger, W Acquisition
changed its name to Wedco Technology, Inc.
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 convicted
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.
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 convicted
in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
- 16 -
<PAGE>
(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, General
Counsel 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.
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 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>
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.
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, Delaware 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 administrative
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.
- 18 -
<PAGE>
(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 607 U.S. Highway, Far Hills, New Jersey 07931.
(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.
(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.
- 19 -
<PAGE>
Regina S. Willoughby
(a) - (c) Regina S. Willoughby ("RSW") is the wife of WCW.
(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 a 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 prohibiting 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 Executive 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).
(e) Verhoeff 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
- 20 -
<PAGE>
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 administrative
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.
- 21 -
<PAGE>
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").
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).
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;
- 22 -
<PAGE>
(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 October 30, 1996, the Shareholders in the aggregate beneficially
owned 6,224,746 shares (or approximately 30.3% of the outstanding shares) of ICO
Common Stock as follows:
Holder Number of Shares
------ ----------------
Dr. Asher O. Pacholder(1)(2)(3)(4)(12) 2,048,881
Sylvia A. Pacholder(1)(2)(3)(4)(12) 2,069,881
Robin E. Pacholder(2)(5)(12) 36,822
William J. Morgan(1)(2)(3)(12) 1,019,125
Pacholder Associates, Inc.(1)(12) 1,004,125
P M Delaware, Inc.(1)(12) 541,373
William E. Willoughby(6)(7)(12) 1,407,010
Peggy S. Willoughby(8)(12) 857,585
William C. Willoughby(6)(9)(12) 984,500
Regina S. Willoughby(12) 104,923
Fred R. Feder(12) 579,260
Theo J.M.L. Verhoeff(12) 131,709
Catherine Willoughby Stephens(12) 412,709
Walter L. Leib(6)(11)(12) 41,195
<PAGE>
(1) Share amounts include 204,380 shares of common stock and
180,000 shares of common stock which may be acquired through
the exercise of warrants and 78,372 shares of common stock
which may be acquired upon conversion of Convertible
Exchangeable Preferred Stock, in each case held by a limited
partnership, of which Dr. Pacholder and Mr. Morgan are
general partners. Pursuant to certain Investment Advisory
Agreements, Pacholder Associates, Inc. has sole voting and
investment power over such securities. Share amounts also
include 394,237 shares of common stock and 102,879 shares of
common stock which may be acquired through the exercise of
warrants and 44,257 shares of common stock which may be
acquired upon conversion of Convertible Exchangeable
Preferred Stock, in each case owned by a wholly-owned
subsidiary of Pacholder Associates, Inc.
(2) Shares amounts for Ms. S. Pacholder include 20,000 shares of
common stock that are issuable upon exercise of stock
options granted under the 1985 Stock Option Plan. Share
amounts for Ms. S. Pacholder and Dr. Pacholder include
30,000 and 30,000 shares of common stock, respectively, that
are issuable upon exercise of stock options granted under
the 1994 Stock Option Plan. Share amounts for Ms. S.
Pacholder and Dr. Pacholder include 35,000 and 30,000 shares
of common stock, respectively, that are issuable upon
exercise of stock options granted under the 1995 Stock
Option Plan. Share amounts for Dr. Pacholder and Ms. S.
Pacholder include 80,000 and 80,000 shares of common stock,
respectively, that are issuable upon the exercise of stock
options granted under the 1996 Stock Option Plan. Share
amounts for Ms. S. Pacholder, Dr. Pacholder, Ms. R.
Pacholder and Mr. Morgan are 2,000, 6,000, 11,000 and 13,000
shares of common stock, respectively, that are issuable upon
exercise of stock options granted under the 1993 Stock
Option Plan for Non-Employee Directors.
(3) Share amounts include 887,356 shares of common stock issued
in connection with acquisitions over which Ms. S. Pacholder
and Dr. Pacholder share voting power. Ms. S. Pacholder and
Dr. Pacholder disclaim beneficial ownership of these shares.
(4) Includes 11,400 shares of common stock.
(5) Includes 822 shares of common stock which may be acquired
upon conversion of Convertible Exchangeable Preferred Stock.
(6) Share amounts for Mr. W.E. Willoughby and Mr. W. Leib
include 7,000 and 7,000 shares of common stock,
respectively, that are issuable upon exercise of stock
options granted under the 1993 Stock Option Plan for
Non-Employee Directors.
(7) Share amount includes 149,139 shares of common stock held
jointly with Mr. W.E. Willoughby's wife, Peggy S.
Willoughby.
(8) Share amount includes 149,139 shares of common stock held
jointly with Ms. P. Willoughby's husband, William E.
Willoughby.
(9) Share amount includes 35,497 shares of common stock held
by Mr. W.C. Willoughby as custodian for his minor child.
(10) Share amount includes 13,143 shares of common stock held by
Ms. R. Willoughby as custodian for her minor child.
- 24 -
<PAGE>
(11) Share amount includes 274 shares of common stock which may
be acquired upon the conversion of Convertible Exchangeable
Preferred Stock.
(12) Except as specifically set forth in the above notes, share
amounts exclude the shares of common stock of the Other
Shareholders that can be voted pursuant to the voting
agreements and irrevocable proxies described in Item 6.
(c) The following trades were made through market transactions since the
filing of Amendment No. 15 to this Schedule 13D:
Purchase Number Price Per
Shareholder Date or Sale of Shares Share
----------- ---- ------- --------- -----
William E. Willoughby 05/06/96 Sale 5,000 $6.875
William E. Willoughby 05/07/96 Sale 5,000 6.625
William E. Willoughby 05/08/96 Sale 2,500 6.500
William E. Willoughby 05/10/96 Sale 10,000 6.500
William E. Willoughby 05/10/96 Sale 5,000 6.750
William E. Willoughby 05/10/96 Sale 2,500 6.750
William E. Willoughby 05/14/96 Sale 5,000 6.750
William E. Willoughby 07/01/96 Sale 5,000 5.625
William E. Willoughby 07/02/96 Sale 2,900 5.625
William E. Willoughby 07/09/96 Sale 15,000 5.625
William E. Willoughby 07/10/96 Sale 5,000 5.625
William E. Willoughby 07/18/96 Sale 15,000 5.750
William E. Willoughby 07/23/96 Sale 17,500 5.875
William E. Willoughby 07/23/96 Sale 5,000 6.000
William E. Willoughby 07/24/96 Sale 5,000 5.625
William E. Willoughby 07/25/96 Sale 12,000 5.8125
William E. Willoughby 07/25/96 Sale 5,000 5.625
William E. Willoughby 07/29/96 Sale 5,000 5.750
William E. Willoughby 07/29/96 Sale 1,500 5.875
- 25 -
<PAGE>
Purchase Number Price Per
Shareholder Date or Sale of Shares Share
----------- ---- ------- --------- -----
William E. Willoughby 07/30/96 Sale 10,000 5.750
William E. Willoughby 07/31/96 Sale 10,000 5.8125
William E. Willoughby 08/01/96 Sale 14,000 5.8125
William E. Willoughby 08/01/96 Sale 5,000 5.875
William E. Willoughby 08/13/96 Sale 10,000 5.6875
William E. Willoughby 08/13/96 Sale 15,000 5.5625
William E. Willoughby 09/06/96 Sale 50,000 5.500
William E. Willoughby 09/06/96 Sale 30,000 5.625
William E. Willoughby 09/09/96 Sale 10,000 5.625
William E. Willoughby 09/10/96 Sale 10,000 5.625
William E. Willoughby 09/10/96 Sale 5,000 5.875
William E. Willoughby 09/10/96 Sale 5,000 5.750
William E. Willoughby 09/11/96 Sale 10,000 6.000
William E. Willoughby 09/13/96 Sale 10,000 5.857
William E. Willoughby 09/16/96 Sale 5,000 6.000
William E. Willoughby 09/24/96 Sale 10,000 5.875
William E. Willoughby 10/02/96 Sale 5,000 5.875
William E. Willoughby 10/16/96 Sale 5,000 6.000
William E. Willoughby 10/17/96 Sale 5,000 6.125
William E. Willoughby 10/18/96 Sale 5,000 6.250
William E. Willoughby 10/21/96 Sale 5,000 6.250
William E. Willoughby 10/22/96 Sale 2,000 6.500
William C. Willoughby 07/22/96 Sale 5,000 6.000
William C. Willoughby 09/16/96 Sale 5,000 6.125
William C. Willoughby 10/17/96 Sale 1,000 6.250
- 26 -
<PAGE>
Purchase Number Price Per
Shareholder Date or Sale of Shares Share
----------- ---- ------- --------- -----
William C. Willoughby 10/18/96 Sale 25,000 6.250
William C. Willoughby 10/21/96 Sale 5,000 6.500
Fred R. Feder 10/17/96 Sale 150,000 6.000
Fred R. Feder 10/18/96 Sale 50,000 6.0625
(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 Edward N. 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.
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 havingsimilar 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.**
*Exhibit previously filed with the Securities and Exchange Commission on
Amendment No. 15 to this Schedule 13D.
**Exhibits previously filed with the Securities and Exchange Commission on
Form S-4, Registration No. 333-00831 by ICO and incorporated herein by
reference.
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<PAGE>
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.
Dated: November 13, 1996 /s/ Dr. Asher O. Pacholder
--------------------------------------
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
