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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 1, 1998
ICO, INC.
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(Exact name of Registrant as Specified in Its Charter)
TEXAS
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(State or Other Jurisdiction of Incorporation)
0-10068 76-0566682
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(Commission File Number) (I.R.S. Employer Identification No.)
11490 Westheimer, Suite 1000, Houston, TX 77077
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(Address of Principal Executive Offices) (Zip Code)
(281) 721-4200
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(Registrant's Telephone Number, Including Area Code)
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS
The registrant may, at its option, report under this item any events,
with respect to which information is not otherwise called for by this form, that
the registrant deems of importance to security holders.
On April 1, 1998, the registrant underwent a corporate restructuring to
create a holding company structure. The purpose of the reorganization is to
improve financial and internal operating flexibility. The reorganization was
affected by a holding company merger pursuant to which a new parent holding
company has been created which owns the former publicly-held company. The
restructuring did not require action by the Company's shareholders whose rights,
privileges and interests will remain the same with respect to the new parent
corporation. The reorganization was a tax free transaction for the registrant's
common shareholders. The Company's oilfield service business units will operate
through subsidiary corporations rather than as divisions of the parent company.
Otherwise, the business operations of the Company will not change as a result of
implementing the new legal structure. In the holding company merger, each share
of outstanding common stock of the former publicly-held company was exchanged
for a share of common stock of the new parent company. The name of the new
parent company is ICO, Inc. Existing ICO, Inc. common stock certificates will
remain in force and effect; no exchange of certificates will take place. The new
parent company will continue to be traded with the ticker symbol "ICOC" on the
Nasdaq National Market system after a temporary change of approximately twenty
(20) days to the symbol "ICOCD" to avoid confusion among market makers. The
CUSIP number for the Company's common stock changed as a result of the
reorganization. Additionally, terms of the Company's 10 3/8% Senior Notes due
2007 will remain unchanged.
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: April 15, 1998 /s/ ASHER O. PACHOLDER
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Dr. Asher O. Pacholder
Chairman of the Board and
Chief Financial Officer
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