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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [X]
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))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[X] Soliciting Material Pursuant to Section 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):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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.:
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(4) Date Filed:
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[ICO Logo Appears Here]
Corporate Headquarters
11490 Westheimer, Suite 1000
Houston, Texas 77077
NEWS RELEASE
TO: Contact: Jason Duran
Al Pacholder
Phone: 281-721-4200
Fax: 281-721-4251
Website: www.icoinc.com
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ICO, INC. RETAINS BEAR, STEARNS & CO. INC.
TO REVIEW ALL STRATEGIC ALTERNATIVES
TO BUILD SHAREHOLDER VALUE
January 19, 2001 HOUSTON, TEXAS - ICO, Inc. (NASDAQ: ICOC) announced
today that it has retained the investment banking firm Bear, Stearns & Co. Inc.
to review all strategic alternatives to build shareholder value, pursuant to a
December 22, 2000 authorization by ICO's Board of Directors.
Dr. Al O. Pacholder, Chairman of the Board, commented: "Our Board is
committed to building value for all of our shareholders. While all of our
businesses are valuable contributors to ICO, the markets are not fairly valuing
the company. The Board looks forward to Bear Stearns' recommendations as we
seek to unlock the businesses' true value and deliver it to our shareholders".
ICO also announced that it had sent the following letter to Travis
Street Partners, a dissident shareholder that has threatened to wage a proxy
fight at the 2001 Annual Meeting of Shareholders:
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[ICO Logo Appears Here]
...............................................................................
11490 Westheimer, Suite 1000
Houston, Texas 77077
Phone: 281-721-4200
Mr. Christopher N. O'Sullivan January 18, 2001
Manager
Travis Street Partners, LLC
910 Travis, Suite 2150
Houston, TX 77002
Dear Mr. O'Sullivan:
In response to your letter of January 12, the Board of
Directors of ICO Inc. is committed to building value for all ICO
shareholders, and is studying strategic alternatives to achieve that
goal. ICO has retained Bear, Stearns & Co. Inc. to assist us in that
review.
We are surprised that you ask what was unacceptable about the
process you proposed in your December 20 letter. Your letter
threatened ICO with a costly and disruptive proxy contest, unless ICO
agreed within 48 hours to pursue a transaction with you for ICO or its
oilfield services business on the terms you had laid down in your
letter, and entered into a definitive agreement to sell the Company or
the oilfield services business to you by December 31. To us, that is
not a process designed to maximize value for ICO shareholders;
instead, it smacks of extortion.
You asked about ICO's shareholder rights plan. That plan was
implemented to assist the directors in carrying out their
responsibilities to shareholders. For example, it was intended to
prevent a party that is interested in the Company or its valuable
assets from being able to buy control on the cheap and to end up in a
position to sell those assets to itself or its affiliates, or to
someone else at a profit. Based on your own message board postings, it
seems to us that this may be exactly what you have in mind.
The shareholder rights are designed to enhance the directors'
ability to undertake an uncoerced review of strategic alternatives --
such as the review in which we are now engaged.
Be assured that we are working to build value for all ICO
shareholders. We intend to follow a process that, in our judgment, is
best designed to achieve that objective.
Yours sincerely,
ICO, Inc.
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ICO, Inc. (the "Company") strongly advises all shareholders to read
the Company's proxy statement, which will be filed with the Securities and
Exchange Commission. The Company's proxy statement will contain important
information that you should consider before making any decisions about the
proposals to be voted on at the Company's Annual Meeting. When completed, the
Company's proxy statement will be mailed to all ICO shareholders and will be
available at no charge at the SEC's web site at http://sec.gov or from the
Company by contacting Innisfree M&A Incorporated at 888-750-5834.
In addition, the identity of the people who, under SEC rules, may be
considered "participants in the solicitation" of ICO shareholders by ICO's
Board of Directors and any description of their interests, is available in an
SEC filing under Schedule 14A made by ICO on January 9, 2001.
ICO, Inc. serves the global petrochemical, energy and steel industries
by providing high technology equipment and services for petrochemical
processing and oilfield services.
Statements regarding the Board's and its adviser's review of strategic
alternatives, future values, as well as any other statements that are not
historical facts in this release are forward-looking statements under
applicable securities laws and involve certain risks, uncertainties and
assumptions. These include but are not limited to, outcome of the review, the
market for the Company's businesses and securities, demand for the Company's
services and products, business cycles and other conditions of the oil and gas
and petrochemical industries, prices of commodities, acquisition risks,
international risks, operational risks, and other factors detailed in the
Company's Form 10-K for the fiscal year ended September 30, 2000, and its other
filings with the Securities and Exchange Commission. Should one or more of
these risks or uncertainties materialize, or should underlying assumptions
prove incorrect, actual results may vary materially from those indicated.
