<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 1)
Under the Securities Exchange Act of 1934
ICO, INC.
---------
(Name of Issuer)
Common Stock, No par value
--------------------------
(Title of Class of Securities)
449294206
---------
(CUSIP Number)
Shannon Self, Esquire
Self, Giddens & Lees, Inc.
2725 Oklahoma Tower
210 Park Avenue
Oklahoma City, Oklahoma 73102
(405) 232-3001
------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 16, 1997
-----------------------
(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. [ ]
Note: Six (6) copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP NO. 449294 20 6
(1) Names of Reporting Persons, Aubrey K. McClendon
S.S. or I.R.S. Identification ###-##-####
Nos. of Above Persons
(2) Check the Appropriate Box if (a) [ ]
a Member of a Group (See (b) [X]
Instructions)
(3) SEC Use Only
(4) Source of Funds (See Instruc- OO,PF
tions)
(5) Check if Disclosure of Legal
Proceedings is Required Pur-
suant to Items 2(d) or 2(e) [ ]
(6) Citizenship or Place of Organi- USA
zation
(7) Sole Voting Power 453,550
Number of Shares (8) Shared Voting Power -
Beneficially
Owned by Each (9) Sole Dispositive 453,550
Reporting Person Power
With:
(10) Shared Dispositive -
Power
(11) Aggregate Amount Beneficially 453,550
Owned by Each Reporting Person
(12) Check if the Aggregate Amount [ ]
in Row (11) Excludes Certain
Shares (See Instructions)
(13) Percent of Class Represented 2.16%
by Amount in Row (11)
(14) Type of Reporting Person (See IN
Instructions)
Page 2 of 9 Pages
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CUSIP NO. 449294 20 6
(1) Names of Reporting Persons, Tom L. Ward
S.S. or I.R.S. Identification ###-##-####
Nos. of Above Persons
(2) Check the Appropriate Box if (a) [ ]
a Member of a Group (See (b) [X]
Instructions)
(3) SEC Use Only
(4) Source of Funds (See Instruc- OO,PF
tions)
(5) Check if Disclosure of Legal
Proceedings is Required Pur-
suant to Items 2(d) or 2(e) [ ]
(6) Citizenship or Place of Organi- USA
zation
(7) Sole Voting Power 526,050
Number of Shares (8) Shared Voting Power -
Beneficially
Owned by Each (9) Sole Dispositive 526,050
Reporting Person Power
With:
(10) Shared Dispositive -
Power
(11) Aggregate Amount Beneficially 526,050
Owned by Each Reporting Person
(12) Check if the Aggregate Amount [X]
in Row (11) Excludes Certain
Shares (See Instructions)
(13) Percent of Class Represented 2.5%
by Amount in Row (11)
(14) Type of Reporting Person (See IN
Instructions)
Page 3 of 9 Pages
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CUSIP NO. 449294 20 6
Preliminary Statement
-----------------------
This Amendment No. 1 amends and supplements the statement on Schedule 13D dated
March 14, 1997 (the "Schedule 13D") filed on behalf of Aubrey K. McClendon, an
individual, and Tom L. Ward, an individual. Because certain information set
forth in the Schedule 13D may indicate group status between Mr. McClendon and
Mr. Ward, this Schedule 13D is submitted jointly by such reporting persons.
However, McClendon and Ward each disclaim the presence of any agreement among
them to act as a group for purposes of acquiring, holding or disposing of the
securities reported herein.
Item 1. Security and Issuer.
-------------------
This Schedule 13D relates to the shares of common stock, no par value per
share (the "Common Stock"), of ICO, Inc., a Texas corporation ("ICO"),
which has its principal executive offices at 11490 Westheimer, Suite 1000,
Houston, Texas 77077.
Item 2. Identity and Background.
-----------------------
Aubrey K. McClendon
-------------------
(a)-(c) Mr. McClendon is the Chairman of the Board and Chief Executive
Officer of Chesapeake Energy Corporation, an Oklahoma corporation
("Chesapeake Energy"), 6100 North Western Avenue, Oklahoma City, Oklahoma
73118. Chesapeake Energy is engaged in oil and gas exploration and
development.
(d) During the past five (5) years, Mr. McClendon has not been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the past five (5) years, Mr. McClendon has not been a
party to a civil proceeding of a judicial or an administrative body of
competent jurisdiction as a result of which Mr. McClendon is, or was,
subject to a judgment, decree or final order enjoining future relations of,
or prohibiting or mandating activity subject to, federal or state
securities laws or finding any violation with respect to such laws.
Page 4 of 9 Pages
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CUSIP NO. 449294 20 6
Tom L. Ward
-----------
(a)-(c) Mr. Ward is the President and Chief Operating Officer of
Chesapeake Energy.
(d) During the past five (5) years, Mr. Ward has not been convicted
in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the past five (5) years, Mr. Ward has not been a party
to a civil proceeding of a judicial or an administrative body of competent
jurisdiction as a result of which Mr. Ward is, or was, subject to a
judgment, decree or final order enjoining future relations of, or
prohibiting or mandating activity subject to, federal or state securities
laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
-------------------------------------------------
Aubrey K. McClendon
-------------------
The 453,550 shares of the Common Stock of ICO owned by Mr. McClendon were
purchased in the open market through brokerage transactions. The
investment cost (excluding commissions) of the 5,250 shares acquired by Mr.
McClendon in the past sixty days was $25,750.00. All or substantially all
of the funds utilized to purchase the shares owned by Mr. McClendon were
borrowed by Mr. McClendon pursuant to a margin account with Rauscher Pierce
Refsnes, Inc. Such borrowed amounts do not include an adjustment for
subsequent repayments from Mr. McClendon's personal funds because of the
inherent difficulty in tracing the application of such funds.
Page 5 of 9 Pages
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CUSIP NO. 449294 20 6
Tom L. Ward
-----------
The 526,050 shares of the Common Stock of ICO owned by Mr. Ward were
purchased through brokerage transactions. The investment cost (excluding
commissions) of the 5,250 shares acquired by Mr. Ward in the past sixty
days was $25,750.00. A portion of the funds utilized to purchase the
shares owned by Mr. Ward were borrowed by Mr. Ward pursuant to a lending
arrangement with Rauscher Pierce Refsnes, Inc. Such borrowed amounts do
not include an adjustment for subsequent repayments from Mr. Ward's
personal funds because of the inherent difficulty in tracing the
application of such funds.
Item 4. Purpose of Transaction.
----------------------
The reporting persons each purchased shares of Common Stock of ICO for
purposes of investment. In the future any one or more of the reporting
persons may decide to (i) purchase additional shares of Common Stock or
(ii) dispose of any or all of the Common Stock of ICO in any manner
permitted by applicable securities laws.
As a part of each reporting person's continuing assessment of the reporting
person's investment in the Common Stock of ICO, one or more of the
reporting persons may communicate with, among others, ICO's management,
ICO's Board of Directors, and other ICO shareholders. In addition, each of
the reporting persons reserves the right to exercise any and all of the
reporting person's rights as a stockholder of ICO in a manner consistent
with the reporting person's equity interest.
Except as set forth above, each of the reporting persons has no present
plans or intentions relating to the transactions described in subparagraphs
(a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
------------------------------------
The aggregate percentage of shares of Common Stock reported as beneficially
owned by each person herein is based upon 21,016,124 shares of Common Stock
outstanding, as reported in ICO's quarterly report on Form 10-Q for the
quarterly period ending March 31, 1997.
Page 6 of 9 Pages
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CUSIP NO. 449294 20 6
(a) The following table sets forth the aggregate number and percentage
of the class of Common Stock of the ICO identified pursuant to Item 1
beneficially owned by each person named in Item 2:
Person Amount Percent
------ ---------- -------
Aubrey K. McClendon 453,550 2.16%
Tom L. Ward 526,050(1) 2.5%
---------------
(1) This amount does not include 31,800 shares owned of record
and beneficially by the Trustee of the Tom L. Ward Children's Trust (the
"Trust"). The Trustee exercises sole voting and dispositive power over the
shares owned by the Trust, and Mr. Ward disclaims beneficial ownership of
such shares.
(b) The following table sets forth, for each person identified under
paragraph (a), the number of shares of Common Stock of ICO as to which the
person has (1) the sole power to vote or direct the voting, (2) shared
power to vote or direct the voting, (3) the sole power to dispose or to
direct the disposition, or (4) shared power to dispose or to direct the
disposition:
Person Amount Percent
------ ---------- -------
Aubrey K. McClendon 453,550 2.16%
Tom L. Ward 526,050(1) 2.5%
---------------
(1) See footnote (1) under paragraph (a) of Item 5.
(c) During the past sixty (60) days from the date of this Schedule 13D,
the following transactions were effected in the Common Stock on the open
market by a reporting person named in response to Paragraph (a) of this
Item 5:
Page 7 of 9 Pages
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CUSIP NO. 449294 20 6
<TABLE>
<CAPTION>
Aubrey K. McClendon
-------------------
Number
of Shares Price,
Acquired Excluding
Date /(Sold) Commission
-------- --------- ----------
<S> <C> <C>
05-23-97 2,750 $4.87500
06-16-97 2,500 4.93750
07-02-97 (16,250) 5.20300
07-02-97 (12,500) 5.21870
07-03-97 (52,500) 5.04760
07-07-97 (20,000) 5.00000
07-10-97 (5,000) 5.00000
07-11-97 (2,500) 5.00000
07-14-97 (5,000) 5.00000
07-15-97 (5,000) 5.00000
07-16-97 (43,500) 5.00000
<CAPTION>
Tom L. Ward
-----------
Number
of Shares Price,
Acquired Excluding
Date /(Sold) Commission
-------- --------- ----------
05-23-97 2,750 $4.87500
06-16-97 2,500 4.93750
07-02-97 (16,250) 5.20300
07-02-97 (12,500) 5.21870
07-10-97 (5,000) 5.00000
07-11-97 (2,500) 5.00000
07-14-97 (5,000) 5.00000
07-15-97 (5,000) 5.00000
07-16-97 (43,500) 5.00000
</TABLE>
(d) See Item 6, below.
(e) Not applicable.
Page 8 of 9 Pages
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CUSIP NO. 449294 20 6
Item 6. Contracts, Agreements, Underwritings or Relationships With Respect
to Securities of the Issuer.
-----------------------------------------------------
The Agreement dated February 25, 1994 between Aubrey K. McClendon and
Rauscher Pierce Refsnes, Inc. ("Rauscher") and the Agreement dated October
25, 1991 between Tom L. Ward and Rauscher each contain standard default and
remedial provisions.
Item 7. Materials to be Filed as Exhibits.
---------------------------------
1. Joint Filing Agreement.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
DATED: July 29, 1997.
/s/ Aubrey K. McClendon
----------------------------------
Aubrey K. McClendon
/s/ Tom L. Ward
------------------------------------
Tom L. Ward
Page 9 of 9 Pages
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JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities Exchange Act of
1934, as amended, the undersigned hereby agree to the joint filing with each
other of the attached statement on Schedule 13D and to all amendments to such
statement and that such statement and all amendments to such statement is made
on behalf of each of them.
IN WITNESS WHEREOF, the undersigned hereby execute this agreement on
July 29, 1997.
/s/ Aubrey K. McClendon
------------------------------------
Aubrey K. McClendon, an individual
/s/ Tom L. Ward
------------------------------------
Tom L. Ward, an individual
