<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec. 240.14a-11(c) or sec. 240.14a-12
ICO, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ ] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(l) and
0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
- --------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
- --------------------------------------------------------------------------------
(3) Filing Party:
- --------------------------------------------------------------------------------
(4) Date Filed:
1/26/2000
- --------------------------------------------------------------------------------
<PAGE> 2
[ICO LOGO]
11490 WESTHEIMER, SUITE 1000
HOUSTON, TEXAS 77077
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MARCH 10, 2000
The Annual Meeting of Shareholders of ICO, Inc. (the "Company") will be
held at the Westchase Hilton, located at 9999 Westheimer, Houston, Texas, on
Friday, March 10, 2000 at 10:00 a.m. Central Daylight Savings Time, for the
following purposes:
1) To elect three Class III Directors to serve until the 2003 Annual
Meeting of Shareholders and until their respective successors are
elected and qualified;
2) To ratify and approve the selection of PricewaterhouseCoopers LLP as
the Company's independent accountants for the ensuing fiscal year; and
3) To consider and act upon any matters incidental to the foregoing
purposes and transact such other business as may properly come before
the meeting or any adjournment thereof.
Only holders of shares of Common Stock of record on the books of the
Company at the close of business on January 18, 2000 will be entitled to vote at
the meeting or any adjournment thereof.
WHETHER OR NOT YOU INTEND TO BE PRESENT AT THE MEETING, YOU ARE URGED TO
COMPLETE, DATE, SIGN AND RETURN THE ACCOMPANYING PROXY AT YOUR EARLIEST
CONVENIENCE. A REPLY ENVELOPE IS PROVIDED FOR THIS PURPOSE, WHICH NEEDS NO
POSTAGE IF MAILED IN THE UNITED STATES. YOUR IMMEDIATE ATTENTION IS REQUESTED IN
ORDER TO SAVE YOUR COMPANY ADDITIONAL SOLICITATION EXPENSE.
By Order of the Board of Directors
/s/ ASHER O. PACHOLDER /s/ SYLVIA A. PACHOLDER
Asher O. Pacholder Sylvia A. Pacholder
Chairman of the Board and Chief Executive Officer,
Chief Financial Officer President & Secretary
Houston, Texas
January 25, 2000
<PAGE> 3
ICO, INC.
11490 WESTHEIMER, SUITE 1000
HOUSTON, TEXAS 77077
(281) 721-4200
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MARCH 10, 2000
The enclosed proxy is solicited by and on behalf of the Board of Directors
(the "Board of Directors" or the "Directors") of ICO, Inc. (the "Company") for
use at the 2000 Annual Meeting of Shareholders (the "Annual Meeting") to be held
on Friday, March 10, 2000 at 10:00 a.m., local time, at the Westchase Hilton,
9999 Westheimer Road, Houston, Texas, or at any adjournment(s) or
postponement(s) thereof. The solicitation of proxies by the Board of Directors
will be conducted primarily by mail. In addition, officers, directors and
employees of the Company may, without additional compensation, solicit proxies
personally or by telephone, telegram or other forms of wire or facsimile
communication. The Company will pay the cost of soliciting proxies in the
accompanying form. Upon request, the Company will reimburse brokers, custodians,
nominees and fiduciaries for reasonable expenses incurred by them in forwarding
proxy material to beneficial owners of Common Stock, without par value, of the
Company (the "Common Stock"). A copy of the Company's Annual Report is being
sent to shareholders with this Proxy Statement. It is not to be regarded as
proxy soliciting material. The approximate date on which this Proxy Statement
and the enclosed form of proxy (the "Proxy") are first being sent to holders of
Common Stock ("Shareholders") is January 25, 2000.
INFORMATION CONCERNING PROXY
The enclosed Proxy, even though executed and returned, may be revoked at
any time prior to voting of the Proxy (a) by the execution and submission of a
revised Proxy, (b) by written notice to the Secretary of the Company or (c) by
voting in person at the Annual Meeting. In the absence of such revocation,
shares represented by the Proxy will be voted at the Annual Meeting.
Unless contrary instructions are indicated on the enclosed Proxy, all
shares represented by valid proxies received pursuant to this solicitation (and
which have not been revoked or suspended before they are voted) will be voted
FOR the selection of three nominees for Class III Directors named below. In the
event a Shareholder specifies a different choice by means of the enclosed Proxy,
the shares of Common Stock of such Shareholder will be voted in accordance with
the specification so made.
VOTING SECURITIES
The only securities of the Company entitled to vote at the Annual Meeting
consist, as of January 18, 2000, of 22,406,506 shares of Common Stock. The
holders of a majority of the shares entitled to vote represented in person or by
proxy, constitutes a quorum for transaction of business at the Annual Meeting.
Only Shareholders of record on the books of the Company on that date will be
entitled to vote at the meeting. In voting on such matters, each Shareholder is
entitled to one vote for each of said shares. Directors are elected by a
plurality of the votes cast by holders of shares entitled to vote in the
election. Any other matters that come before the annual Meeting will be decided
by the affirmative vote of the holders of a majority of the shares of Common
Stock entitled to vote, and voted for or against, the matter. Both broker
non-votes and proxies indicating shareholder abstentions will be counted for
purposes of determining whether there is a quorum at the Annual Meeting, and
will not be voted on in the election of directors or any other matter that comes
before the annual Meeting. Abstentions and broker non-votes will be disregarded
in the calculation of "votes cast" with respect to the election of directors or
any other matter and will not have the effect of being a vote "for" or "against"
such election or other matter. A broker non-vote occurs if a broker or other
nominee present in person or by proxy does not have discretionary authority and
has not received instructions with respect to a particular item or does not cast
a vote on that item for other reasons.
<PAGE> 4
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
OF MORE THAN 5% OF OUTSTANDING STOCK
The following table contains information concerning the security ownership
of certain beneficial owners known to the management of the Company, based upon
filings with the Securities and Exchange Commission, which beneficially own more
than five percent of the Company's Common Stock at the close of business on
January 18, 1999. Shareholders who are a party to the Shareholders Agreement
described below, who individually are not record holders of more than five
percent of the Company's Common Stock have not been set forth in the following
table.
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF
NAME AND ADDRESS OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP PERCENT OF CLASS
- ------------------------------------ -------------------- ----------------
<S> <C> <C>
Asher O. Pacholder
11490 Westheimer, Suite 1000
Houston, Texas 77077 2,358,220(1)(2) 10.4%(1)(2)
Sylvia A. Pacholder
11490 Westheimer, Suite 1000
Houston, Texas 77077 2,332,955(1)(2) 10.2%(1)(2)
William E. Willoughby
607 U.S. Highway 202
Far Hills, New Jersey 07931 1,766,458(1)(2) 7.9%(1)(2)
Dimensional Fund Advisors
1299 Ocean Avenue, 11th Floor
Santa Monica, California 90401-1005 1,329,732 5.9%
Luther King Capital Management Corporation
301 Commerce, Suite 1600
Fort Worth, Texas 76102 1,122,500 5.0%
</TABLE>
(1) Dr. Asher O. Pacholder, Sylvia A. Pacholder , Robin E. Pacholder , William
J. Morgan , Pacholder Associates, Inc. (these shareholders are collectively
the "ICO Shareholders"), and William E. Willoughby, Peggy S. Willoughby,
William C. Willoughby (as custodian for William B. Willoughby), Regina S.
Willoughby, Fred R. Feder, Theo J.M.L. Verhoeff and Catherine Willoughby
Stevens (these shareholders are collectively the "Wedco Shareholders") (the
ICO Shareholders and the Wedco Shareholders are collectively the
"Shareholders") and the Company are parties to a Shareholders' Agreement
(covering in the aggregate 5,229,553 Common Stock), pursuant to which the
Shareholders agree to take all actions necessary or appropriate to cause
the election of William E. Willoughby, Walter Leib and George S. Sirusas
(the "Initial Wedco Directors") to the Board of Directors of the Company
and to cause their re-election to the Board of Directors of the Company
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 or there is a "change in control" of the
Company, when the ICO Shareholders who are parties to the Shareholders'
Agreement shall no longer be obligated to cause the re-election of the
Initial Wedco Directors to the Company's Board of Directors ("Termination
Date"). In addition, if any one of Messrs. Willoughby, Leib or Sirusas
shall cease to serve as a Director of the Company at any time prior to the
Termination Date, the Shareholders are required to take all actions
necessary and appropriate to ensure that the vacancy created shall be
filled by a person nominated by the remaining Initial Wedco Director(s) or
by the Wedco Shareholders who are parties to the Shareholders Agreement,
subject to the consent of a majority of the full Board of Directors of the
Company.
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 Mr. Leib to vote their shares of Common Stock in favor of
the slate of nominees for the Company's Board of Directors selected by the
then incumbent members of the Board of Directors of the Company (the
"Nominated Slate") and the Wedco Shareholders who are parties to the
Shareholders' Agreement granted substantially identical proxies to Ms. S.
Pacholder and Dr. Pacholder to vote their shares of Common Stock of the
Company also in favor of the Nominated Slate.
2
<PAGE> 5
The Shareholders' Agreement also provides that if one or more of the
Shareholders desire to sell 500,000 or more shares of Common Stock in a
single or series of related transactions (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 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. The Shareholders' Agreement is filed as exhibit 10.9 to the
Company's Form S-4 dated May 15, 1996.
(2) See "SECURITY OWNERSHIP OF THE BOARD OF DIRECTORS AND EXECUTIVE OFFICERS OF
THE COMPANY" for information regarding the security ownership of Dr.
Pacholder, Ms. S. Pacholder and Mr. W. Willoughby.
ELECTION OF DIRECTORS
Four directors are to be elected at the Annual Meeting. The Company's
Bylaws provide for a classified Board of Directors. Thus, the Board of Directors
is divided into Classes I, II and III, the terms of office of which are
currently scheduled to expire, respectively, on the dates of the Company's
Annual meetings of Shareholders in 2001, 2002 and 2000, respectively. Each
Director elected at an annual meeting serves for a term ending on the date of
the third annual meeting following the meeting at which such Director was
elected or until his successor shall have been duly elected and qualified or
until his earlier death, resignation or removal. Asher O. Pacholder, John F.
Williamson, Walter L. Leib and James E. Gibson have been nominated to serve as
Class III Directors until the Company's Annual Meeting of Shareholders in 2003.
Each of the nominees currently serves as a Director of the Company. The
remaining six Directors named below will not be required to stand for election
at the Annual Meeting because their present terms expire in either 2001 or 2002.
A plurality of votes cast in person or by proxy by the holders of Common Stock
is required to elect a Director. Abstentions and broker non-votes (as described
above) will have no effect on the election of Directors.
Unless otherwise instructed or unless authority to vote is withheld, the
enclosed proxy will be voted FOR the election of the Class III nominees listed
below. Although the Board of Directors does not contemplate that any of the
nominees will not be a candidate or will be unable to serve, if such a situation
arises, the persons named in the enclosed proxy, in the absence of contrary
instructions, will in their discretion vote FOR the election of such other
persons as may be nominated by the Board of Directors.
3
<PAGE> 6
The following table sets forth for each nominee listed in the Proxy and
each other person whose term of office as a director will continue after the
annual meeting: (i) the name and age of such person; (ii) the year during which
such person first became a director; and (iii) principle position with the
Company. The table has been prepared from information obtained from such
persons.
<TABLE>
<CAPTION>
NAME AGE DIRECTOR SINCE POSITION WITH THE COMPANY
- --------------------------- ------- -------------- -------------------------------------------------
<S> <C> <C> <C>
Class III Directors whose (if re-elected) terms will expire 2003
Asher O. Pacholder (1) 62 1990 Chairman of the Board and Chief Financial Officer
John F. Williamson (2)(3) 61 1995 Director
Walter L. Leib (3) 70 1996 Director
James E. Gibson (3) 35 1996 Director
Class I Directors whose terms will expire 2001
William E. Cornelius (2)(3) 51 1992 Director
Robin E. Pacholder 33 1993 President - Wedco North America and Director
George S. Sirusas (3) 60 1996 Director
Class II Directors whose terms will expire 2002
William J. Morgan (1)(2)(3) 45 1992 Director
Sylvia A. Pacholder (1) 57 1993 Chief Executive Officer, President and Director
William E. Willoughby 79 1996 Director
</TABLE>
- --------------
(1) Executive Committee member
(2) Compensation Committee member
(3) Audit Committee member
NOMINEES
Asher O. Pacholder has been Chairman of the Board of Directors and Chief
Financial Officer of the Company since February 1995. Dr. Pacholder has been
Chairman of the Board and a Managing Director of Pacholder Associates, Inc.
since 1983. He serves on the boards of Southland Corporation, which owns and
operates convenience stores, and Trump's Castle Associates, which owns and
operates the Trump's Castle Casino Resort in Atlantic City, New Jersey.
John F. Williamson has been Chairman and President of Williamson
Associates, Inc., an investment management company, since January 1996. From May
of 1995 to January 1996, Mr. Williamson was Executive Vice President and Chief
Financial Officer of Asset Allocation Concepts, Inc., an investment management
company. From 1993 to 1994, Mr. Williamson was Vice President/Manager of
Investments for American Life and Casualty Insurance Company. Mr. Williamson
serves on the Board of Directors of Pacholder High Yield Fund, Inc.
Walter L. Leib has been Senior Partner in the law firm of Leib, Kraus,
Grispin & Roth, in Scotch Plains, New Jersey since its inception in 1971. Mr.
Leib served as a Director of Wedco from 1970 and General Counsel to Wedco from
its inception in 1960, until the acquisition of Wedco by ICO in April 1996.
James E. Gibson has been employed as Senior Vice President of Pacholder
Associates, Inc. since 1992 until becoming Executive Vice President in 1997.
4
<PAGE> 7
DIRECTORS WITH TERMS EXPIRING IN 2001 AND 2002
William E. Cornelius has been an independent manufacturing consultant since
1991.
Robin E. Pacholder, a Chartered Financial Analyst (CFA), has been President
of Wedco - North America since September 1998. From October 1996 to 1998, Ms.
Pacholder was Senior Vice President and General Counsel of the Company. From
1994 to October 1996, Ms. Pacholder was Senior Vice President and Associate
General Counsel of Pacholder Associates, Inc. Ms. Pacholder is the spouse of
David M. Gerst and the daughter of Sylvia A. Pacholder and Asher O. Pacholder.
George S. Sirusas has been Senior Vice President of Sebastian Realtors
since July 1998. Mr. Sirusas is retired from New Jersey Savings Bank,
Somerville, New Jersey where he was employed from 1983 and until the bank's
merger with United Jersey Bank on September 22, 1995. He served as senior
lending officer of the merged bank since 1986 and held the position of Vice
President and Commercial Lending Officer with the United Jersey Bank, now known
as Summit Bank. Mr. Sirusas was a Wedco Technology, Inc. ("Wedco") Director from
1984 until its April 1996 acquisition by ICO.
William J. Morgan has been President and a Managing Director of Pacholder
Associates, Inc., an investment advisory firm, for more than five years. He is
Chairman of the Board of Directors of Pacholder High Yield Fund, Inc., a
closed-end investment company, and serves as a Director for Kaiser Ventures,
Inc., an environmental resources company, and Smith Corona Corporation, an
office supply company.
Sylvia A. Pacholder has been Chief Executive Officer of the Company since
February 1995, and President since November 1994. From July 1994 to November
1994, Ms. Pacholder served as Executive Vice President, and from January 1994 to
July 1994 she served as Vice President - Corporate Development of the Company.
Sylvia Pacholder is the spouse of Asher O. Pacholder.
William E. Willoughby founded Wedco and was employed by Wedco as its
Chairman of the Board and President from 1960 through April 1996.
EXECUTIVE OFFICERS OF THE COMPANY
The following table sets forth the names, ages and titles of the executive
officers of the Company other than the two executive officers who are also
directors of the Company as of January 18, 2000.
<TABLE>
<CAPTION>
NAME AGE POSITION WITH THE COMPANY
- --------------------------------- ------- -----------------------------------------
<S> <C> <C>
Isaac H. Joseph 44 President - ICO Worldwide, Inc.
Jon C. Biro 33 Senior Vice President and Treasurer
David M. Gerst 41 Senior Vice President and General Counsel
</TABLE>
Isaac H. Joseph has been principally employed as President of ICO
Worldwide, Inc. since 1998. Mr. Joseph was Executive Vice President - Oilfield
Services of ICO from November 1996 to 1998. From July 1996 to November 1996 Mr.
Joseph served as Senior Vice President - Corporate Administration and Sales.
From March 1995 to June 1996, Mr. Joseph was employed as Senior Vice President -
Sales. From November 1994 to March 1995, he was ICO's Louisiana Division
Manager.
Jon C. Biro, a certified public accountant, has been principally employed
as Controller of the Company since October 1994, as Controller and Treasurer of
ICO since April 1995, and as Senior Vice President and Treasurer since September
1996. Prior to that time, Mr. Biro was with a predecessor of
PricewaterhouseCoopers LLP.
David M. Gerst, a graduate of Stanford University and the UCLA School of
Law, has been Senior Vice President
5
<PAGE> 8
and General Counsel of the Company since September 1998. Mr. Gerst was Senior
Vice President and General Counsel of Bayshore Industrial, Inc., a subsidiary of
the Company, from February 1997 to August 1998; was a plant manager for Wedco,
Inc., a subsidiary of the Company, from October 1996 to January 1997; was a
consultant from 1994 to October 1996; and has been licensed to practice law
since 1983.
The Board of Directors held five meetings during the year ended September
30, 1999. Each meeting was attended by all Directors. Each Director who is not
an employee of the Company received an annual retainer of $15,000, and a
Director's fee in the amount of $1,000 for each meeting of the Board or
Committee of the Board actually attended and reimbursement of actual expenses
incurred. The Chairmen of the Audit and Compensation Committees also receive an
annual stipend of $2,000. In addition, each Director who is not an employee is a
participant in the Second Amended and Restated 1993 Non-Employee Director Stock
Option Plan. Under the current terms of the plan, each non-employee Director is
granted options to purchase 5,000 shares of Common Stock upon appointment to the
Board of Directors and options to purchase 5,000 shares of Common Stock on the
first business day after the date of each subsequent Annual Meeting of
Shareholders. In fiscal 1999, options to purchase 5,000 shares at an exercise
price of $55/64 per share were granted to each of Messrs: Morgan, Cornelius,
Williamson, Leib, Willoughby, Sirusas and Gibson.
The Audit, Compensation and Executive Committees of the Board of Directors
met one time each during the past fiscal year. All committee members were
present for each meeting. The functions of the Audit Committee include reviewing
the engagement of the independent accountants, the scope and timing of the audit
and certain non-audit services to be rendered by the independent accountants,
examining the report of the independent accountants upon completion of their
audit, and reviewing with the independent accountants and management the
Company's policies and procedures with respect to accounting and financial
controls. The Compensation Committee reviews and establishes compensation
arrangements for Directors, officers and other employees and takes whatever
action that may be required in connection with the Company's stock option plans.
The functions of the Executive Committee include reviewing capital expenditure
projects, assisting management in implementing consolidation plans relating to
acquisitions, and assisting management in developing and implementing strategic
plans. The Company does not have a Nominating Committee.
6
<PAGE> 9
SECURITY OWNERSHIP OF
THE BOARD OF DIRECTORS AND
EXECUTIVE OFFICERS OF THE COMPANY
The following table sets forth, as of January 18, 2000, the shares of
Common Stock beneficially owned by (i) each director and nominee for director of
the Company, (ii) each former (in the case of Mr. Verhoeff) and current
executive officer of the Company listed in the Summary Compensation Table set
forth below and (iii) all of the former and current officers and current
directors of the Company as a group. Except as otherwise set forth, such persons
have sole voting power and sole dispositive power with respect to the shares
beneficially owned by them.
<TABLE>
<CAPTION>
Number of shares Percent
Name beneficially owned(1) of Class
- ---------------------------------------- --------------------- --------
<S> <C> <C>
Class I Directors
William E. Cornelius 29,000(2) *
Robin E. Pacholder 56,980(1)(3) *
George S. Sirusas 40,219(4) *
Class II Directors
William J. Morgan 859,270(1)(5)(6) 3.8%
Sylvia A. Pacholder 2,332,955(1)(6)(7) 10.2%
William E. Willoughby 1,766,458(1)(8) 7.9%
Class III Directors
Asher O. Pacholder 2,358,220(1)(6)(9) 10.4%
John F. Williamson 27,131(10) *
Walter L. Leib 79,842(11) *
James E. Gibson 23,000(12) *
Executive Officers Who Are Not Directors
Isaac H. Joseph 37,162(13) *
Jon C. Biro 66,197(14) *
Theo J.M.L. Verhoeff 131,709(1)(15) *
Named Officers and Directors
as a group (13 persons) 4,869,962(16) 20.9%
</TABLE>
- --------------
* Less than 1% of outstanding shares.
(1) Except as otherwise indicated, the beneficial owner listed below has sole
voting and investment powers with respect thereto. Director or Executive
Officer is a Party to the Shareholders' Agreement described in note (1) of
"SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS OF MORE THAN 5% OF
OUTSTANDING STOCK." Except as set forth above and in "SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS OF MORE THAN 5% OF OUTSTANDING COMMON STOCK,"
share amounts do not include the shares of Common Stock beneficially owned
by other parties to the Shareholders' Agreement. To the extent the parties
to such Shareholders' Agreement constitute a group, such group and its
members would be deemed to be the beneficial owner of 5,229,553 shares of
Common Stock or approximately 23.3% of the outstanding shares of Common
Stock.
(2) Share amounts consist of 1,000 shares of Common Stock and 28,000 shares
which are issuable upon exercise of stock options granted under the 1993
Stock Option Plan for Non-Employee Directors.
(3) Share amounts include 14,700 shares of Common Stock, 1,644 Shares of Common
Stock which may be acquired upon conversion of Convertible Exchangeable
Preferred Stock, and 25,000 shares which are issuable upon exercise of
stock options granted under the Company's various employee stock option
plans, 11,000 shares issuable upon exercise of stock options granted under
the 1993 Stock Option Plan for Non-Employee Directors, and 4,636 shares of
Common Stock held in the various Company 401(k) plans. In fiscal 1999, Ms.
Pacholder received $165,000 in compensation.
(4) Share amounts include 18,219 shares of Common Stock and 22,000 shares which
are issuable upon exercise of stock options granted under the 1993 Stock
Option Plan for Non-Employee Directors. Common stock holdings for Mr.
Sirusas include 2,379 shares held by his wife.
7
<PAGE> 10
(5) Share amounts include 24,000 shares of Common Stock and 28,000 shares which
are issuable upon exercise of stock options granted under the 1993 Stock
Option Plan for Non-Employee Directors and the securities disclosed in note
(6) below.
(6) Share amounts include 180,000 shares of Common Stock and 63,051 shares of
Common Stock which may be acquired upon conversion of Convertible
Exchangeable Preferred Stock each held by a limited partnership, of which
Dr. Pacholder and Mr. Morgan are beneficial owners of the general partner.
Pursuant to certain Investment Advisory Agreements, Pacholder Associates,
Inc. has sole voting and investment power over such securities. Share
amounts also include 415,461 shares of Common Stock, 102,879 shares of
Common Stock which may be acquired through the exercise of warrants and
45,879 shares of Common Stock which may be acquired upon conversion of
Convertible Exchangeable Preferred Stock, in each case owned by Pacholder
Associates, Inc.
(7) Share amounts include 31,400 shares of Common Stock, 165,000 shares which
are issuable upon exercise of stock options granted under the Company's
various employee stock option plans, 2,000 shares issuable upon exercise of
stock options granted under the 1993 Stock Option Plan for Non-Employee
Directors, 3,644 shares of Common Stock held in the Company's 401(k) plan,
the securities disclosed in footnote (6) above and 1,323,641 shares of
Common Stock issued in connection with acquisitions over which Ms. S.
Pacholder and Dr. Pacholder share voting power. Ms. S. Pacholder disclaims
beneficial ownership of the 1,323,641 shares related to the acquisitions.
(8) Share amounts include 1,740,523 shares of Common Stock, 22,000 shares which
are issuable upon exercise of stock options granted under the 1993 Stock
Option Plan for Non-Employee Directors and 3,935 shares of Common Stock
held in a 401(k) plan of a wholly-owned subsidiary of the Company. Common
Stock owned by Mr. Willoughby includes 149,139 shares owned jointly with
his wife and 395,665 shares owned by his wife.
(9) Share amounts include 78,200 shares of Common Stock, 140,000 shares which
are issuable upon exercise of stock options granted under the Company's
various employee stock option plans, 6,000 shares issuable upon exercise of
stock options granted under the 1993 Stock Option Plan for Non-Employee
Directors, 3,109 shares of Common Stock held in the Company's 401(k) plan,
the securities disclosed in footnote (6) above, and 1,323,641 shares of
Common Stock issued in connection with acquisitions over which Ms. S.
Pacholder and Dr. Pacholder share voting power. Dr. Pacholder disclaims
beneficial ownership of the 1,323,641 shares related to the acquisitions.
(10) Share amounts include 3,131 shares of Common Stock, and 24,000 shares which
are issuable upon exercise of stock options granted under the 1993 Stock
Option Plan for Non-Employee Directors. Common Stock holdings for Mr.
Williamson includes 437 shares owned by his wife.
(11) Share amounts include 52,921 shares of Common Stock, 4,921 shares of Common
Stock which may be acquired upon conversion of Convertible Exchangeable
Preferred Stock, and 22,000 shares which are issuable upon exercise of
stock options granted under the 1993 Stock Option Plan for Non-Employee
Directors.
(12) Share amounts include 1,000 shares of Common Stock owned jointly by Mr.
Gibson and his wife, and 22,000 shares which are issuable upon exercise of
stock options granted under the 1993 Stock Option Plan for Non-Employee
Directors.
(13) Share amounts include 34,500 shares which are issuable upon exercise of
stock options granted under the Company's various employee stock option
plans and 2,662 shares of Common Stock held in the Company's 401(k) plan.
(14) Share amounts include 10,500 shares of Common Stock, 52,500 shares which
are issuable upon exercise of stock options granted under the Company's
various employee stock option plans and 3,197 shares of Common Stock held
in the Company's 401(k) plan.
(15) Share amounts include 81,709 shares of Common Stock and 50,000 shares which
are issuable upon exercise of stock options granted under the Company's
various employee stock option plans. Common Stock owned by Mr. Verhoeff
includes 75,149 shares held by his wife.
(16) Share amounts include 2,057,303 shares of Common Stock, 6,565 shares of
Common Stock which may be acquired upon conversion of Convertible
Exchangeable Preferred Stock, 467,000 shares which are issuable upon
exercise of stock options granted under the Company's various employee
stock option plans, 187,000 shares issuable upon exercise of stock options
granted under the 1993 Stock Option Plan for Non-Employee Directors, 21,183
shares of Common Stock held in the Company's 401(k) plans, the securities
disclosed in note (6) above, and 1,323,641 shares of Common Stock issued in
connection with acquisitions over which Ms. S. Pacholder and Dr. Pacholder
share voting power.
8
<PAGE> 11
EXECUTIVE COMPENSATION
The following table sets forth the cash compensation paid by the Company to each
of the four most highly compensated executive officers and directors (other than
the Company's Chief Executive Officer) and the Company's Chief Executive Officer
(the "Named Executives") during the fiscal years ended September 30, 1999, 1998
and 1997.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG-TERM COMPENSATION
------------------- ----------------------
SECURITIES
NAME AND UNDERLYING ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS OPTIONS COMPENSATION(2)
- ------------------ ---- ------ ----- -------- ---------------
<S> <C> <C> <C> <C> <C>
Sylvia A. Pacholder 1999 308,000 0 0 2,500
President and 1998 325,000 220,000 0 2,500
Chief Executive Officer 1997 294,000 30,000(1) 80,000 2,900
Asher O. Pacholder 1999 294,000 0 0 2,500
Chairman of the Board 1998 310,000 180,000 0 2,500
& Chief Financial Officer 1997 276,000 30,000(1) 80,000 2,900
Isaac H. Joseph 1999 189,000 15,000 0 2,400
President -- Oilfield Services 1998 161,000 40,000 0 1,800
1997 143,000 38,000(1) 20,000 1,400
Jon C. Biro 1999 173,000 15,000 0 2,500
Senior Vice President 1998 131,000 40,000 0 2,500
and Treasurer 1997 111,000 30,000(1) 30,000 2,200
Theo J.M.L. Verhoeff 1999 196,000 0 0 1,201,000(3)
Former President, 1998 189,000 40,000 0 44,000
ICO Europe B.V. (3) 1997 151,000 30,000 40,000 42,600
</TABLE>
(1) Consists of a special bonus paid to these officers following a sale of an
equity investment by the Company resulting in the Company recognizing a
pre-tax gain of $11,773,000. The recognition of the gain and the
distribution of the special bonuses occurred during the first quarter of
fiscal 1998. In addition to these executive officers, over 800 other
employees also received special bonuses.
(2) With the exception of Mr. Verhoeff, includes the Company's matching
contributions to one of the Company's Employee Stock Ownership Plans
(401(k) Plans). Mr. Verhoeff's other compensation consists of Company paid
pension contributions and the amounts disclosed in (3) below.
(3) Mr. Verhoeff's employment with a subsidiary of the Company was terminated
as of December 1, 1999. Under the terms of an employment agreement made
between Mr. Verhoeff and a wholly-owned subsidiary of the Company, signed
prior to the acquisition of Wedco Technology, Inc. in fiscal year 1996, Mr.
Verhoeff was entitled to a severance payment of $966,000. Additionally, the
Company is required to pay $183,500 for certain pension benefits. After
paying these amounts, along with certain additional, less significant
expenses, the Company will have no further financial obligation to Mr.
Verhoeff. Furthermore, under the settlement agreement executed by Mr.
Verhoeff and two wholly-owned subsidiaries of the Company, Mr. Verhoeff
agreed not to compete with the Company for three years and not to disclose
confidential Company information.
9
<PAGE> 12
EMPLOYMENT AGREEMENTS
The Company has employment agreements with Ms. S. Pacholder, Dr. Pacholder,
Mr. Joseph and Mr. Biro. Ms. S. Pacholder and Dr. Pacholder originally entered
into employment agreements dated April 1, 1995. Mr. Joseph and Mr. Biro entered
into employment agreements with the Company on June 18, 1996 and March 18, 1997,
respectively. The base salary of each executive (as set out above in the Summary
Compensation Table) is reviewed at least annually and is increased from time to
time to reflect at a minimum, increases in the cost of living. Salary increases
for each executive are to be consistent with the increases given to other key
executives. Once increased, executive salaries cannot be reduced. Each executive
may receive an annual cash bonus in such amount as is determined by the Board.
The employment agreements for Ms. S. Pacholder and Dr. Pacholder provide
for an initial term of employment through December 31, 2000, and is extended
automatically from day to day until such time as the executive or the Company
gives written notice that automatic extensions shall cease, in which event
employment terminates on a date five years after such notice has been given. The
employment agreements for Mr. Joseph and Mr. Biro provide for an initial term of
employment through September 3, 2000, and is extended automatically from day to
day until such times as the executive or the Company gives written notice that
automatic extensions shall cease, in which event employment terminates on a date
two years after such notice has been given.
If an executive is terminated by the Company for Cause (as defined), the
Company shall pay the executive the full salary through the Date of Termination
(as defined). If the employment of the executive is terminated by the Company
without Cause or by the executive for Good Reason (as defined) within the two
year period following a Change in Control (as defined), except as noted, the
executive will be entitled to receive as a severance payment a lump sum equal to
the sum of the following items: (i) the executive's annual base salary through
the Date of Termination; (ii) the product of (x) the number of days worked in
the year of termination divided by 365, and (y) the greater of half of the
executive's annual base salary in the year of termination or the executive's
highest annual bonus paid during the employment period; and (iii) three times
(two times for Mr. Joseph and Mr. Biro) the sum of (x) the executive's annual
base salary as of the Termination Date and (y) the greater of half of the
executive's annual base salary in the year of termination or the executive's
highest annual bonus paid during the employment period. If it is determined that
any payment made under the employment agreement, or another plan or agreement of
the Company, in the event of a Change of Control, would be considered a payment
as defined in Section 280G of the Code and is subject to excise tax under
Section 4999 of the Code, then the executive would be entitled to an additional
"gross-up payment" that will place the executive in the same after-tax economic
position as if such payment had not been considered an excess parachute payment.
10
<PAGE> 13
OPTIONS GRANTED DURING FISCAL 1999
During the fiscal year ended September 30, 1999, the Named Executives did
not receive additional stock options. 191,000 options were, however, granted to
other employees of the Company.
FISCAL YEAR 1999 OPTION EXERCISES AND FISCAL YEAR-END VALUE
The following table sets forth stock options exercised by the individuals
named in the Summary Compensation Table during fiscal year 1999, and the number
and value of all unexercised options at fiscal year end. The value of
"in-the-money" options refers to options having an exercise price which is less
than the market price of the Company's Common Stock on September 30, 1999.
<TABLE>
<CAPTION>
VALUE OF UNEXERCISED
SHARES NUMBER OF UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS AT
ACQUIRED VALUE AT SEPTEMBER 30, 1999 SEPTEMBER 30, 1999 (1)
NAME ON EXERCISE REALIZED EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
- ---- ----------- -------- ----------------------------- -------------------------
<S> <C> <C> <C> <C>
Sylvia A. Pacholder 0 N/A 167,000/0 0/0
Asher O. Pacholder 0 N/A 146,000/0 0/0
Isaac H. Joseph 0 N/A 34,500/0 0/0
Jon C. Biro 0 N/A 52,500/0 0/0
Theo J.M.L. Verhoeff 0 N/A 50,000/0 0/0
</TABLE>
(1) Based upon the $1.75 closing market value price of the Company's Common
Stock at September 30, 1999 as reported on the NASDAQ Stock Market.
11
<PAGE> 14
REPORT OF THE COMPENSATION COMMITTEE
OF THE BOARD OF DIRECTORS
ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors (the "Committee"),
comprised of three members, is responsible for the Company's compensation
programs. The Committee reviews, evaluates and establishes compensation levels
of corporate officers and administers the Company's employee stock option plans.
The Company's executive compensation programs are designed to help the Company
attract, motivate and retain executive talent. In making compensation decisions,
the Committee also takes into account the cyclicality of the Company's business
lines and progress toward the achievement of strategic Company objectives. The
following summarizes the Committee's compensation programs and policies and
describes the bases for compensation of the Company's executive officers and its
chief executive officer.
CASH COMPENSATION
Base Salary Program. The Company believes that offering competitive rates
of base pay plays an important role in its ability to attract and retain
executive talent. Discretionary base salary adjustments are also made based upon
each individual employee's performance over time. Generally, executive salaries
are reviewed annually based on a variety of factors including individual
performance, market comparisons and the Company's overall financial condition.
During fiscal 1999, the Company's Chief Executive Officer, as well as the
Company's Chairman/Chief Financial Officer, voluntarily waived 10% of their
salary due to the very low levels of oilfield service activity and the resulting
effect on the Company's profitability. Due to improving conditions, the
Compensation Committee rescinded the waiver in December 1999.
Annual Performance Compensation. The Company has historically provided
annual performance compensation in the form of cash bonuses. The Committee's
decisions are typically based upon the performance and financial condition of
the Company and subjective factors including the executive officer's job
performance and achievements during the Company's fiscal year. At times, special
bonuses may be awarded related to specific material events which required
extraordinary effort on the part of the executive officer. During fiscal year
1999 no bonuses were paid to the Company's Chief Executive Officer or
Chairman/Chief Financial Officer for the reasons described above.
LONG-TERM COMPENSATION
Stock Options. Longer-term incentives, in the form of stock options, are
designed to directly link a significant portion of the executive's compensation
to the enhancement of shareholder value. Additionally, stock options encourage
management to focus on longer-term objectives along with annual operating
performance. The Committee believes that stock incentives are appropriate, not
only for senior management, but also for other employees of the Company and its
subsidiaries. All options provide for purchases of shares at an exercise price
equal to fair market value on the date of grant. Accordingly, the Committee,
from time to time, grants stock options to the Company's executive officers. The
number of options is determined based upon the level and contribution of a given
employee and may take into account the number of options previously granted to
the employee. In the past, the Committee has generally granted incentive stock
options under the Company's plans.
COMPENSATION OF THE CHIEF EXECUTIVE OFFICER
In determining the fiscal year 1999 compensation paid to the Company's
Chief Executive Officer, the Committee took into account the executive's
abilities, business experience and performance during the past fiscal year. The
Committee's assessment of the Chief Executive Officer's performance included the
areas of acquisitions and the continued integration of acquired businesses,
personnel development and cost control and expense reduction, particularly in
light of depressed oilfield service activity. The Committee also compared the
compensation levels of the Company's Chief Executive Officer to the compensation
levels of chief executive officers of companies of similar size as well as
companies operating in the specialty chemical and oilfield service industries.
The companies with which these comparisons were made were not necessarily the
same as the companies included in the oilfield service and specialty chemical
indices utilized in the performance graph.
12
<PAGE> 15
COMPENSATION DEDUCTION LIMITATION
Section 162(m) of the Internal Revenue Code imposes a limitation on the
deductibility of nonperformance- based compensation in excess of $1 million paid
to Named Executive officers. The Committee currently believes that the Company
should be able to continue to manage its executive compensation program for
Named Executive Officers so as to preserve the related federal income tax
deductions.
SUMMARY
The Committee believes that the Company's executive compensation policies
and programs serve the interests of the stockholders and the Company
effectively. The various compensation programs are believed appropriately
balanced to provide motivation for executives to contribute to the Company's
overall success and enhance the value of the Company for the stockholders'
benefit. The Committee will continue to monitor the effectiveness of the
Company's compensation programs and will make changes, when appropriate, to meet
the current and future needs of the Company.
COMPENSATION COMMITTEE
William E. Cornelius
William J. Morgan
John F. Williamson
13
<PAGE> 16
STOCK PERFORMANCE CHART (1)
The following chart compares the yearly percentage change in the cumulative
total Shareholder return of the Company's common stock during the five years
ended September 30, 1999 with: (1) the cumulative total return of the NASDAQ
Composite Stock Index (U.S.); (2)an index of 38 specialty chemical companies
(Value Line's Specialty Chemical Industry Index); and (3)an index of 21 oil
service companies (Value Line's Oilfield Services and Equipment Industry Index).
[STOCK PERFORMANCE CHART]
<TABLE>
<CAPTION>
1994 1995 1996 1997 1998 1999
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
ICO ....................... 100.00 97.50 119.37 168.15 58.01 40.7
Oilfield Services Index ... 100.00 118.92 181.66 395.37 262.62 365.66
NASDAQ .................... 100.00 138.07 163.85 224.97 228.78 371.62
Specialty Chemicals Index.. 100.00 122.20 144.21 191.00 164.96 92.93
</TABLE>
(1) Assumes $100 invested on September 30, 1994 and all dividends reinvested.
Data supplied by NASDAQ and Value Line Institutional Services.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee of the Board of Directors of the Company
currently consists of Messrs. William J. Morgan, William E. Cornelius, and John
F. Williamson.
Dr. Pacholder and Mr. Morgan are each Directors of the Company and are
directors and executive officers of Pacholder Associates, Inc. and are parties
to a Shareholders' Agreement described under "Security Ownership of Certain
Beneficial Owners of More than 5% of Outstanding Stock."
14
<PAGE> 17
CERTAIN TRANSACTIONS
In connection with the April 30, 1996 merger of Wedco Technology, Inc. into
a wholly-owned subsidiary of the Company, Wedco and William E. Willoughby
entered into a ten-year non-compete agreement and a five-year consulting
agreement. As consideration, Mr. Willoughby will receive $300,000 payable in 60
equal monthly installments for the non-compete agreement and $240,000 per year,
payable monthly, for consulting services. Mr. Willoughby and Wedco are also
parties to a salary continuation agreement which provides that Mr. Willoughby's
spouse will be paid a survivorship benefit of $150,000 for five years if Mr.
Willoughby predeceases his spouse at a time when he is serving as a consultant
to Wedco or the Company, provided, however, such payment shall terminate upon
the earlier to occur of the death of his spouse or April 30, 2001. Tom D.
Pacholder, son of Ms. Sylvia Pacholder and Dr. Asher Pacholder, is Senior Vice
President-Corporate Development of Wedco. Mr. Pacholder, who has a Master's
Degree from the University of Dayton, received $87,000 in compensation during
fiscal 1998.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934 (as amended, the
"Exchange Act") requires the Company's Officers and Directors, and persons who
own more than 10% of a registered class of the Company's equity securities, to
file reports of ownership and changes in ownership with the Securities and
Exchange Commission and NASDAQ and to furnish the Company with copies of all
reports filed. Based solely on the review of the reports furnished to the
Company, the Company believes that, during fiscal 1999, all Section 16(a) filing
requirements applicable to its Directors, officers and greater than 10%
beneficial owners were met, except for the following transactions which required
a Form 4 filing: Mr. William E. Willoughby's untimely reporting of five sales
transactions during May and July of 1999 totaling 34,000 common shares, one
September 1999 purchase transaction by Mr. Sirusas totaling 5,000 common shares,
and one January 1999 purchase transaction by Mr. Cornelius totaling 1,000 common
shares. Mr. Willoughby, Mr. Sirusas and Mr. Cornelius have now reported the
above transactions.
SELECTION OF INDEPENDENT ACCOUNTANTS
PricewaterhouseCoopers LLP, independent accountants, examined the Company's
consolidated financial statements for the fiscal year ended September 30, 1999,
and, in connection with their audit function, reviewed the company's Annual
Report to Shareholders and certain of its filings with the Securities and
Exchange Commission. The Board of Directors has re-employed the firm of
PricewaterhouseCoopers LLP as independent accountants for the Company for fiscal
2000, subject to Shareholders' ratification at the Annual Meeting. If
ratification is not obtained, the Board intends to continue the employment of
PricewaterhouseCoopers LLP at least through fiscal 2000. Representatives of
PricewaterhouseCoopers LLP will be present at the Annual Shareholders' Meeting,
with the opportunity to make a statement if they desire to do so, and such
representatives are expected to be available to respond to appropriate questions
at the annual Shareholders' Meeting.
15
<PAGE> 18
INFORMATION CONCERNING SHAREHOLDER PROPOSALS
Rule 14a-8 under the Securities Exchange Act of 1934, as amended, addresses
when a company must include a shareholder's proposal in its proxy statement and
identify the proposal in its form of proxy when the Company holds an annual or
special meeting of shareholders. Under Rule 14a-8, proposals that shareholders
intend to have included in the Company's proxy statement and form of proxy for
the 2001 Annual Meeting of Shareholders must be received by the Company no later
than September 24, 2000. However, if the date of the 2001 Annual Meeting of
Shareholders changes by more than 30 days from the date of the 2000 Annual
Meeting of Shareholders, the deadline is a reasonable time before the Company
begins to print and mail its proxy materials, which deadline will be set forth
in a Quarterly Report on Form 10-Q or will otherwise be communicated to
shareholders. Shareholder proposals must also be otherwise eligible for
inclusion.
If a shareholder desires to bring a matter before an annual meeting and the
proposal is submitted outside the process of Rule 14a-8, the shareholder must
follow the procedures set forth in the Company's Bylaws. The Company's Bylaws
provide generally that shareholders who wish to nominate directors or to bring
business before an annual meeting must notify the Company and provide certain
pertinent information at least 90 days prior to the anniversary date of the
immediately preceding annual meeting of shareholders. Therefore, shareholders
who wish to nominate directors or to bring business before the 2001 Annual
Meeting of Shareholders must notify the Company no later than December 9, 2000.
OTHER MATTERS WHICH MAY COME BEFORE THE ANNUAL MEETING
The Company knows of no matters other than those stated above which are to
be brought before the Annual Meeting. It is intended that the persons named in
the Proxy will vote your stock according to their best judgment if any other
matters do properly come before the Meeting.
Whether or not you intend to be present at this meeting, you are urged to
return this Proxy promptly. If you are present at the meeting and wish to vote
your stock in person, this Proxy shall, at your request, be returned to you at
the meeting.
By Order of the Board of Directors,
/s/ ASHER O. PACHOLDER /s/ SYLVIA A. PACHOLDER
Asher O. Pacholder Sylvia A. Pacholder
Chairman of the Board and Chief Executive Officer,
Chief Financial Officer President & Secretary
Dated: January 25, 2000
16
<PAGE> 19
ICO, INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
THE COMPANY FOR ANNUAL MEETING MARCH 10, 2000
The undersigned hereby appoints Asher O. Pacholder and Sylvia A.
Pacholder, or any one of them, proxies of the undersigned, each with
the power of substitution, to vote all shares of common stock which the
P undersigned would be entitled to vote at the Annual Meeting of
Shareholders of ICO, Inc. to be held in Houston, Texas on Friday, March
10, 2000, and any adjournment of such meeting on the matters specified
R and in their discretion with respect to such other business as may
properly come before the meeting or any adjournment thereof, hereby
revoking any proxy heretofore given. The undersigned hereby
O acknowledges receipt of the Notice of, and a Proxy Statement for such
Annual Meeting.
X THIS PROXY, WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN. IN THE ABSENCE OF SPECIFIC DIRECTIONS TO THE CONTRARY
(INDICATED BY MARKING THE APPROPRIATE BOXES ON THE REVERSE HEREOF),
Y THIS PROXY WILL BE VOTED FOR THE ELECTION OF EACH OF THE DIRECTOR
NOMINEES AND FOR THE RATIFICATION OF THE APPOINTMENT OF
PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT ACCOUNTANTS.
(change of address)
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
----------------
SEE REVERSE SIDE
----------------
<PAGE> 20
ICO, INC.
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY. [ ]
The Board of Directors recommends a vote FOR proposals 1 and 2
<TABLE>
<S> <C> <C> <C>
FOR WITHHOLD FOR except vote withheld
ALL ALL from the following nominees:
1. Election of Directors
Nominees: 01 Asher O. Pacholder, 02 John F. Williamson, [ ] [ ] [ ]
03 Walter L. Leib and 04 James E. Gibson -----------------------------------
(terms to expire at 2003 Annual Meeting of Shareholders) Nominee Exceptions
FOR AGAINST ABSTAIN
2. The ratification of the appointment of PricewaterhouseCoopers [ ] [ ] [ ]
LLP as independent accountants.
3. With descretionary authority as to such other matters as may
properly come before the meeting.
-----------------------------------
Signature(s) Date
-----------------------------------
Signature(s) Date
NOTE: Please sign exactly as name appears
hereon. Joint owners should each sign.
When signing as attorney, executor,
administrator, trustee or guardian,
please give your full title as such.
</TABLE>
Please sign, date and return the Proxy Card promptly,
using the enclosed envelope.
