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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date of Report (Date of earliest event reported) April 30, 1996
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ICO, Inc.
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(Exact name of registrant as specified in its charter)
Texas 0-10068 75-1619554
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(State or other (Commission (IRS Employer
jurisdiction File Number) Identification
of incorporation) No.)
100 Glenborough Drive, Suite 250, Houston, Texas 77067
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(Address of principal executive offices) Zip Code
Registrant's telephone number, including area code
(713) 872-4994
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_________________________________________________________________
(Former name or former address, if changed since last report.)
Page 1 of 2 Pages
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Item 2. Acquisition or Disposition of Assets.
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On April 29, 1996, the shareholders of ICO, Inc. ("ICO")
approved the issuance of its Common Stock in connection with the
previously announced merger ("Merger") of Wedco Technology, Inc.,
a New Jersey corporation ("Old Wedco") with and into W
Acquisition Corp., a newly formed New Jersey corporation and
wholly-owned subsidiary of ICO ("New Wedco"). ICO's shareholders
did not approve of the changing of ICO's name to Willoughby
International, Inc. The shareholders of Old Wedco approved the
Merger on April 29, 1996. As part of the Merger, New Wedco, the
surviving corporation changed its name to "Wedco Technology,
Inc." The Merger became effective on April 30, 1996. Pursuant
to the Merger, each share of Old Wedco was converted into the
right to receive, at the option of the holder, either (i) 2.20
shares of ICO Common Stock and $3.50 in cash or (ii) 2.84 shares
of ICO Common Stock.
Pursuant to the Merger, Walter L. Leib, George Sirusas and
William E. Willoughby, each former directors of Old Wedco, became
directors of ICO.
Wedco Technology, Inc. is the leading provider of grinding
and other size reduction services and equipment for the
petrochemical industry, with operations throughout the United
States and in the Netherlands, the United Kingdom and Sweden.
Item 7. Financial Statements and Exhibits.
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Exhibit 2. Merger Agreement dated as of December 8, 1995,
as amended, among Wedco Technology, Inc., W Acquisition Corp. and
the Registrant incorporated by reference to Registration No. 333-
00831.
It is impractical to file the required financial statements
and pro forma financial statements with this filing. These items
will be filed by July 14, 1996.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, ICO, Inc. has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
ICO, INC.
Date: May 14, 1996
/s/Asher O. Pacholder
______________________________
Dr. Asher O. Pacholder
Chairman and Chief Financial
Officer
