-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SRvsrkfV/L57hI7XEAEcbJoGjJQ0ceGYrxxB5WoQ/2i1tQ6v2LBeoaA3vffFZpwn 9GFAq0xjyyLPxoTnz6YIlg== 0000892251-96-000180.txt : 19961118 0000892251-96-000180.hdr.sgml : 19961118 ACCESSION NUMBER: 0000892251-96-000180 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19961114 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ICO INC CENTRAL INDEX KEY: 0000353567 STANDARD INDUSTRIAL CLASSIFICATION: OIL, GAS FIELD SERVICES, NBC [1389] IRS NUMBER: 751619554 STATE OF INCORPORATION: TX FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-34170 FILM NUMBER: 96665838 BUSINESS ADDRESS: STREET 1: NORTHBOROUGH TOWER STREET 2: 100 GLENBOROUGH DR STE 250 CITY: HOUSTON STATE: TX ZIP: 77067 BUSINESS PHONE: 7138724994 MAIL ADDRESS: STREET 1: 100 GLENBOROUGH DR STREET 2: SUITE 250 CITY: HOUSTON STATE: TX ZIP: 77067 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PACHOLDER ASSOCIATES INC CENTRAL INDEX KEY: 0000928121 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 311089398 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 8044 MONTGOMERY RD STE 382 CITY: CINCINNATI STATE: OH ZIP: 45236 BUSINESS PHONE: 5139853200 MAIL ADDRESS: STREET 1: 8044 MONTGOMERY RD STE 382 CITY: CINCINNATI STATE: OH ZIP: 45236 SC 13D/A 1 SCHEDULE 13D AMENDMENT NO. 16 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Amendment No. 16 Under the Securities Exchange Act of 1934 ICO, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, No par value per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 449294206 - -------------------------------------------------------------------------------- (CUSIP Number) Gary P. Kreider, Esq. Keating, Muething & Klekamp, P.L.L. One East Fourth Street, 18th Floor Cincinnati, Ohio 45202 (513) 579-6411 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) April 30, 1996 - -------------------------------------------------------------------------------- (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 [ ]. Check the following box if a fee is being paid with this statement [ ]. CUSIP NO. 449294206 13D Page 2 of 29 Pages 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Dr. Asher O. Pacholder 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) X (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS* See Item 3 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States citizen 7 SOLE VOTING POWER NUMBER OF 0 (See Items 5 & 6) SHARES BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 6,176,106 (See Items 5 & 6) REPORTING PERSON WITH 9 SOLE DISPOSITIVE POWER 146,000 (See Item 5) 10 SHARED DISPOSITIVE POWER 1,004,125 (See Item 5) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,176,106 (See Items 5 & 6) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 30.1% (See Items 5 & 6) 14 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 449294206 13D Page 3 of 29 Pages 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Sylvia A. Pacholder 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) X (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS* See Item 3 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States citizen 7 SOLE VOTING POWER NUMBER OF 0 (See Items 5 & 6) SHARES BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 6,316,106 (See Items 5 & 6) REPORTING PERSON WITH 9 SOLE DISPOSITIVE POWER 167,000 (See Item 5) 10 SHARED DISPOSITIVE POWER 1,004,125 (See Item 5) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,316,106 (See Items 5 & 6) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 30.1% (See Items 5 & 6) 14 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 449294206 13D Page 4 of 29 Pages 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Robin E. Pacholder 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) X (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS* See Item 3 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States citizen 7 SOLE VOTING POWER NUMBER OF 0 (See Items 5 & 6) SHARES BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 4,825,998 (See Items 5 and 6) REPORTING PERSON WITH 9 SOLE DISPOSITIVE POWER 36,822 (See Item 5) 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,825,998 (See Items 5 & 6) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 23.5% (See Items 5 & 6) 14 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 449294206 13D Page 5 of 29 Pages 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS William J. Morgan 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) X (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS* See Item 3 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States citizen 7 SOLE VOTING POWER NUMBER OF 0 (See Items 5 & 6) SHARES BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 5,288,750 (See Items 5 & 6) REPORTING PERSON WITH 9 SOLE DISPOSITIVE POWER 15,000 (See Item 5) 10 SHARED DISPOSITIVE POWER 1,004,125 (See Item 5) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,288,750 (See Items 5 & 6) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 25.8% (See Items 5 & 6) 14 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 449294206 13D Page 6 of 29 Pages 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Pacholder Associates, Inc., Tax I.D. #31-1089398 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) X (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS* See Item 3 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Ohio corporation 7 SOLE VOTING POWER NUMBER OF 0 (See Items 5 & 6) SHARES BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 5,288,750 (See Items 5 & 6) REPORTING PERSON WITH 9 SOLE DISPOSITIVE POWER 0 (See Item 5) 10 SHARED DISPOSITIVE POWER 1,004,125 (See Item 5) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,288,750 (See Items 5 & 6) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 25.8% (See Items 5 & 6) 14 TYPE OF REPORTING PERSON* IA *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 449294206 13D Page 7 of 29 Pages 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS P M Delaware 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) X (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS* See Item 3 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 SOLE VOTING POWER NUMBER OF 0 (See Items 5 & 6) SHARES BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 4,825,998 (See Items 5 & 6) REPORTING PERSON WITH 9 SOLE DISPOSITIVE POWER 0 (See Item 5) 10 SHARED DISPOSITIVE POWER 541,373 (See Item 5) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,825,998 (See Items 5 & 6) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 23.5% (See Items 5 & 6) 14 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 449294206 13D Page 8 of 29 Pages 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS William E. Willoughby 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) X (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS* See Item 3 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States citizen 7 SOLE VOTING POWER NUMBER OF 0 (See Items 5 & 6) SHARES BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 4,825,998 (See Items 5 & 6) REPORTING PERSON WITH 9 SOLE DISPOSITIVE POWER 1,259,871 (See Item 5) 10 SHARED DISPOSITIVE POWER 149,139 (See Item 5) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,825,998 (See Items 5 & 6) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 23.5% (See Items 5 & 6) 14 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 449294206 13D Page 9 of 29 Pages 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Peggy S. Willoughby 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) X (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS* See Item 3 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States citizen 7 SOLE VOTING POWER NUMBER OF 0 (See Items 5 & 6) SHARES BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 4,825,998 (See Items 5 & 6) REPORTING PERSON WITH 9 SOLE DISPOSITIVE POWER 708,446 (See Item 5) 10 SHARED DISPOSITIVE POWER 149,139 (See Item 5) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,825,998 (See Items 5 & 6) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 23.5% (See Items 5 & 6) 14 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 449294206 13D Page 10 of 29 Pages 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS William C. Willoughby 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) X (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS* See Item 3 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States citizen 7 SOLE VOTING POWER 35,497 (See Items 5 & 6) NUMBER OF SHARES BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 4,825,998 (See Items 5 & 6) REPORTING PERSON WITH 9 SOLE DISPOSITIVE POWER 984,500 (See Item 5) 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,861,495 (See Items 5 & 6) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 23.7% (See Items 5 & 6) 14 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 449294206 13D Page 11 of 29 Pages 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Regina S. Willoughby 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) X (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS* See Item 3 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States citizen 7 SOLE VOTING POWER 13,143 (See Items 5 & 6) NUMBER OF SHARES BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 4,825,998 (See Items 5 and 6) REPORTING PERSON WITH 9 SOLE DISPOSITIVE POWER 104,923 (See Item 5) 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,839,141 (See Items 5 & 6) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 23.6% (See Items 5 & 6) 14 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 449294206 13D Page 12 of 29 Pages 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Fred R. Feder 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) X (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS* See Item 3 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Citizen of Germany 7 SOLE VOTING POWER NUMBER OF 0 (See Items 5 & 6) SHARES BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 4,825,998 (See Items 5 & 6) REPORTING PERSON WITH 9 SOLE DISPOSITIVE POWER 579,260 (See Item 5) 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,825,998 (See Items 5 & 6) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 23.5% (See Items 5 & 6) 14 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 449294206 13D Page 13 of 29 Pages 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Theo J.M.L. Verhoeff 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) X (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS* See Item 3 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Citizen of the Netherlands 7 SOLE VOTING POWER NUMBER OF 0 (See Items 5 & 6) SHARES BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 4,825,998 (See Items 5 & 6) REPORTING PERSON WITH 9 SOLE DISPOSITIVE POWER 131,709 (See Item 5) 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,825,998 (See Items 5 & 6) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 23.5% (See Items 5 & 6) 14 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 449294206 13D Page 14 of 29 Pages 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Catherine Willoughby Stephens 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) X (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS* See Item 3 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States citizen 7 SOLE VOTING POWER NUMBER OF 0 (See Items 5 & 6) SHARES BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 4,825,998 (See Items 5 & 6) REPORTING PERSON WITH 9 SOLE DISPOSITIVE POWER 412,983 (See Item 5) 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,825,998 (See Items 5 & 6) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 23.5% (See Items 5 & 6) 14 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 449294206 13D Page 15 of 29 Pages 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Walter L. Leib 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) X (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS* See Item 3 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States citizen 7 SOLE VOTING POWER NUMBER OF 34,195 (See Item 5) SHARES BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 917,595 (See Items 5 and 6) REPORTING PERSON WITH 9 SOLE DISPOSITIVE POWER 41,195 (See Item 5) 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 958,790 (See Items 5 & 6) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.7% (See Items 5 & 6) 14 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! Item 1. Security and Issuer. This Amendment No. 16 relates to the common stock, no par value per share ("ICO Common Stock") of ICO, Inc. ("ICO"), 100 Glenborough Drive, Houston, Texas 77067. This filing amends the Schedule 13D filed by Pacholder Associates Inc. by adding, and through this initial filing, such holders of ICO Common Stock who have become members of a group through execution of the Shareholders Agreement described in Item 6, to reflect the acquisition of shares of ICO common stock, no par value (the "ICO Common Stock") pursuant to the merger of Wedco Technology, Inc. ("Wedco") with and into W Acquisition Corp. ("W Acquisition"), a wholly-owned subsidiary of ICO and to reflect the effect of the Wedco Shareholders' (as defined in Item 2) election of the Merger Consideration (as defined in Item 3). Pursuant to the merger, W Acquisition changed its name to Wedco Technology, Inc. Item 2. Identity and Background. (*indicates member of group but not a filing person) Dr. Asher O. Pacholder (a) - (c) Dr. Asher O. Pacholder ("AOP") is the Chairman of the Board of Directors and Chief Operating Officer of Wedco Technology, Inc. ("Wedco"), Route 173, West Portal, New Jersey 08802, and Chairman of the Board of Directors and Chief Financial Officer of ICO, 100 Glenborough Drive, Houston, Texas 77067. (d) AOP during the last five (5) years, has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) AOP during the last five (5) years, has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in AOP being at any time subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) United States citizen. Sylvia A. Pacholder (a) - (c) Sylvia A. Pacholder ("SAP") is President, Chief Executive Officer and Director of Wedco, Route 173, West Portal, New Jersey 08802, and President, Chief Executive Officer, Secretary and Director of ICO, 100 Glenborough Drive, Houston, Texas 77067. (d) SAP during the last five (5) years, has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). - 16 - (e) SAP during the last five (5) years, has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in SAP being at any time subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) United States citizen. Robin E. Pacholder (a) - (c) Robin E. Pacholder ("REP") is Senior Vice President, General Counsel and a Director of ICO, 100 Glenborough Drive, Houston, Texas 77067. (d) REP during the last five (5) years, has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) REP during the last five (5) years, has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in REP being at any time subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) United States citizen. William J. Morgan (a) - (c) William J. Morgan ("Morgan") is President and Managing Director of Pacholder Associates, Inc., 8044 Montgomery Road, Suite 382, Cincinnati, Ohio 45202, and a Director of ICO, 100 Glenborough Drive, Houston, Texas 77067. (d) Morgan during the last five (5) years, has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) Morgan during the last five (5) years, has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in Morgan being at any time subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) United States citizen. - 17 - Pacholder Associates, Inc. (a) - (c) Pacholder Associates, Inc.("Pacholder Associates") is an Ohio corporation. Pacholder Associates' business address and the address of its principal office is 8044 Montgomery Road, Suite 382, Cincinnati, Ohio 45202. (d) Pacholder Associates during the last five (5) years, has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) Pacholder Associates during the last five (5) years, has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in Pacholder Associates being at any time subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) Not applicable. P M Delaware, Inc. (a) - (c) P M Delaware, Inc. ("P M Delaware") is a Delaware corporation. P M Delaware's business address and the address of its principal office is 1105 North Market Street, Suite 1300, P.O. Box 8985, Wilmington, Delaware 19899. (d) P M Delaware during the last five (5) years, has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) P M Delaware during the last five (5) years, has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in P M Delaware being at any time subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) Not applicable. William E. Willoughby (a) - (c) William E. Willoughby ("WEW") is a consultant for Wedco, Route 173, West Portal, New Jersey 08802, and a Director of ICO, 100 Glenborough Drive, Houston, Texas 77067. - 18 - (d) WEW during the last five (5) years, has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) WEW during the last five (5) years, has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in WEW being at any time subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) United States citizen. Peggy S. Willoughby (a) - (c) Peggy S. Willoughby ("PSW") is the wife of WEW and resides at 607 U.S. Highway, Far Hills, New Jersey 07931. (d) PSW during the last five (5) years, has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) PSW during the last five (5) years, has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in PSW being at any time subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) United States citizen. William C. Willoughby (a) - (c) William C. Willoughby ("WCW") is the son of WEW. (d) WCW during the last five (5) years, has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) WCW during the last five (5) years, has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in WCW being at any time subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) United States citizen. - 19 - Regina S. Willoughby (a) - (c) Regina S. Willoughby ("RSW") is the wife of WCW. (d) RSW during the last five (5) years, has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) RSW during the last five (5) years, has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in RSW being at any time subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) United States citizen. Fred R. Feder (a) - (c) Fred R. Feder ("Feder") is a Vice President of Wedco, Route 173, West Portal, New Jersey 08802. (d) Feder during the last five (5) years, has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) Feder during the last five (5) years, has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in Feder being at any time subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) Germany. Theo J.M.L. Verhoeff (a) - (c) Theo J.M.L. Verhoeff ("Verhoeff") is the Executive Vice President-European Operations for Wedco, Route 173, West Portal, New Jersey 08802. (d) Verhoeff during the last five (5) years, has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) Verhoeff during the last five (5) years, has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in - 20 - Verhoeff being at any time subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) Citizen of The Netherlands. Catherine Willoughby Stephens (a) - (c) Catherine Willoughby Stephens ("Stephens") is the daughter of WEW. She is Vice President for Stephens Realty, Inc., 120 Hana Highway, P.O. Box 50, Paia, Hawaii 96799. (d) Stephens during the last five (5) years, has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) Stephens during the last five (5) years, has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in Stephens being at any time subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) United States citizen. Walter L. Leib (a) - (c) Walter L. Leib ("Leib") is a shareholder of the law firm of Leib, Kraus, Grispin & Roth, a professional corporation, 328 Park Avenue, P.O. Box 310, Scotch Plains, New Jersey 07076-0310. (d) Leib during the last five (5) years, has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) Leib during the last five (5) years, has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in Leib being at any time subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) United States citizen. - 21 - As used hereafter, WEW, PSW, WCW, RSW, Feder, Verhoeff and Stephens are collectively referred to as the "Wedco Shareholders," and AOP, SAP, REP, Morgan, Pacholder Associates and P M Delaware are collectively referred to as the "ICO Shareholders." The Wedco Shareholders and the ICO Shareholders are collectively referred to as the "Shareholders". Item 3. Source and Amount of Funds. The Wedco Shareholders' Common Stock was acquired pursuant to a statutory merger between Wedco and W Acquisition Corp. ("W Acquisition"), a wholly-owned subsidiary of ICO, whereby shares of Wedco Common Stock, $0.10 par value ("Wedco Common Stock") were converted into the right to receive, at the option of the holder thereof, either: (i) 2.20 shares ICO Common Stock and $3.50 in cash (the "Cash/Stock Consideration"), or (ii) 2.84 shares of ICO Common Stock (the "Stock Consideration" and together with the Cash/Stock Consideration, the "Merger Consideration"). Item 4. Purpose of Transaction. ICO, W Acquisition and Wedco entered into the merger agreement pursuant to which (i) Wedco was merged with and into W Acquisition with W Acquisition surviving the Merger as a wholly-owned subsidiary of ICO, and (ii) each share of Wedco Common Stock being converted into the Merger Consideration (as defined in Item 3). The Wedco Shareholders intend to monitor the market for ICO Common Stock and, depending on market conditions, may sell their ICO Common Stock from time to time. Except as set forth in the preceding sentence and in Item 6 below, the Shareholders do not have any plans or proposals which relate to or would result in any of the following events: (a) The acquisition by any person of additional securities of ICO, or the disposition of securities of ICO; (b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving ICO or any of its subsidiaries; (c) A sale or transfer of a material amount of assets of ICO or any of its subsidiaries; (d) Any change in the present board of directors or management of ICO, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) Any material change in the present capitalization or dividend policy of ICO; (f) Any other material change in ICO's business or corporate structure; - 22 - (g) Changes in ICO's Certificate of Incorporation or Bylaws or other actions which may impede the acquisition of control of the issuer by any person; (h) Causing a class of securities of ICO to be delisted from a national securities exchange or to cease to be authorized to be quoted on an inter-dealer quotation system of a registered national securities association; (i) A class of equity securities of ICO becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or (j) Any action similar to any of those enumerated above. Item 5. Interest in Securities of Issuer. (a) - (b) As of October 30, 1996, the Shareholders in the aggregate beneficially owned 6,224,746 shares (or approximately 30.3% of the outstanding shares) of ICO Common Stock as follows: Holder Number of Shares ------ ---------------- Dr. Asher O. Pacholder(1)(2)(3)(4)(12) 2,048,881 Sylvia A. Pacholder(1)(2)(3)(4)(12) 2,069,881 Robin E. Pacholder(2)(5)(12) 36,822 William J. Morgan(1)(2)(3)(12) 1,019,125 Pacholder Associates, Inc.(1)(12) 1,004,125 P M Delaware, Inc.(1)(12) 541,373 William E. Willoughby(6)(7)(12) 1,407,010 Peggy S. Willoughby(8)(12) 857,585 William C. Willoughby(6)(9)(12) 984,500 Regina S. Willoughby(12) 104,923 Fred R. Feder(12) 579,260 Theo J.M.L. Verhoeff(12) 131,709 Catherine Willoughby Stephens(12) 412,709 Walter L. Leib(6)(11)(12) 41,195 (1) Share amounts include 204,380 shares of common stock and 180,000 shares of common stock which may be acquired through the exercise of warrants and 78,372 shares of common stock which may be acquired upon conversion of Convertible Exchangeable Preferred Stock, in each case held by a limited partnership, of which Dr. Pacholder and Mr. Morgan are general partners. Pursuant to certain Investment Advisory Agreements, Pacholder Associates, Inc. has sole voting and investment power over such securities. Share amounts also include 394,237 shares of common stock and 102,879 shares of common stock which may be acquired through the exercise of warrants and 44,257 shares of common stock which may be acquired upon conversion of Convertible Exchangeable Preferred Stock, in each case owned by a wholly-owned subsidiary of Pacholder Associates, Inc. (2) Shares amounts for Ms. S. Pacholder include 20,000 shares of common stock that are issuable upon exercise of stock options granted under the 1985 Stock Option Plan. Share amounts for Ms. S. Pacholder and Dr. Pacholder include 30,000 and 30,000 shares of common stock, respectively, that are issuable upon exercise of stock options granted under the 1994 Stock Option Plan. Share amounts for Ms. S. Pacholder and Dr. Pacholder include 35,000 and 30,000 shares of common stock, respectively, that are issuable upon exercise of stock options granted under the 1995 Stock Option Plan. Share amounts for Dr. Pacholder and Ms. S. Pacholder include 80,000 and 80,000 shares of common stock, respectively, that are issuable upon the exercise of stock options granted under the 1996 Stock Option Plan. Share amounts for Ms. S. Pacholder, Dr. Pacholder, Ms. R. Pacholder and Mr. Morgan are 2,000, 6,000, 11,000 and 13,000 shares of common stock, respectively, that are issuable upon exercise of stock options granted under the 1993 Stock Option Plan for Non-Employee Directors. (3) Share amounts include 887,356 shares of common stock issued in connection with acquisitions over which Ms. S. Pacholder and Dr. Pacholder share voting power. Ms. S. Pacholder and Dr. Pacholder disclaim beneficial ownership of these shares. (4) Includes 11,400 shares of common stock. (5) Includes 822 shares of common stock which may be acquired upon conversion of Convertible Exchangeable Preferred Stock. (6) Share amounts for Mr. W.E. Willoughby and Mr. W. Leib include 7,000 and 7,000 shares of common stock, respectively, that are issuable upon exercise of stock options granted under the 1993 Stock Option Plan for Non-Employee Directors. (7) Share amount includes 149,139 shares of common stock held jointly with Mr. W.E. Willoughby's wife, Peggy S. Willoughby. (8) Share amount includes 149,139 shares of common stock held jointly with Ms. P. Willoughby's husband, William E. Willoughby. (9) Share amount includes 35,497 shares of common stock held by Mr. W.C. Willoughby as custodian for his minor child. (10) Share amount includes 13,143 shares of common stock held by Ms. R. Willoughby as custodian for her minor child. - 24 - (11) Share amount includes 274 shares of common stock which may be acquired upon the conversion of Convertible Exchangeable Preferred Stock. (12) Except as specifically set forth in the above notes, share amounts exclude the shares of common stock of the Other Shareholders that can be voted pursuant to the voting agreements and irrevocable proxies described in Item 6. (c) The following trades were made through market transactions since the filing of Amendment No. 15 to this Schedule 13D: Purchase Number Price Per Shareholder Date or Sale of Shares Share ----------- ---- ------- --------- ----- William E. Willoughby 05/06/96 Sale 5,000 $6.875 William E. Willoughby 05/07/96 Sale 5,000 6.625 William E. Willoughby 05/08/96 Sale 2,500 6.500 William E. Willoughby 05/10/96 Sale 10,000 6.500 William E. Willoughby 05/10/96 Sale 5,000 6.750 William E. Willoughby 05/10/96 Sale 2,500 6.750 William E. Willoughby 05/14/96 Sale 5,000 6.750 William E. Willoughby 07/01/96 Sale 5,000 5.625 William E. Willoughby 07/02/96 Sale 2,900 5.625 William E. Willoughby 07/09/96 Sale 15,000 5.625 William E. Willoughby 07/10/96 Sale 5,000 5.625 William E. Willoughby 07/18/96 Sale 15,000 5.750 William E. Willoughby 07/23/96 Sale 17,500 5.875 William E. Willoughby 07/23/96 Sale 5,000 6.000 William E. Willoughby 07/24/96 Sale 5,000 5.625 William E. Willoughby 07/25/96 Sale 12,000 5.8125 William E. Willoughby 07/25/96 Sale 5,000 5.625 William E. Willoughby 07/29/96 Sale 5,000 5.750 William E. Willoughby 07/29/96 Sale 1,500 5.875 - 25 - Purchase Number Price Per Shareholder Date or Sale of Shares Share ----------- ---- ------- --------- ----- William E. Willoughby 07/30/96 Sale 10,000 5.750 William E. Willoughby 07/31/96 Sale 10,000 5.8125 William E. Willoughby 08/01/96 Sale 14,000 5.8125 William E. Willoughby 08/01/96 Sale 5,000 5.875 William E. Willoughby 08/13/96 Sale 10,000 5.6875 William E. Willoughby 08/13/96 Sale 15,000 5.5625 William E. Willoughby 09/06/96 Sale 50,000 5.500 William E. Willoughby 09/06/96 Sale 30,000 5.625 William E. Willoughby 09/09/96 Sale 10,000 5.625 William E. Willoughby 09/10/96 Sale 10,000 5.625 William E. Willoughby 09/10/96 Sale 5,000 5.875 William E. Willoughby 09/10/96 Sale 5,000 5.750 William E. Willoughby 09/11/96 Sale 10,000 6.000 William E. Willoughby 09/13/96 Sale 10,000 5.857 William E. Willoughby 09/16/96 Sale 5,000 6.000 William E. Willoughby 09/24/96 Sale 10,000 5.875 William E. Willoughby 10/02/96 Sale 5,000 5.875 William E. Willoughby 10/16/96 Sale 5,000 6.000 William E. Willoughby 10/17/96 Sale 5,000 6.125 William E. Willoughby 10/18/96 Sale 5,000 6.250 William E. Willoughby 10/21/96 Sale 5,000 6.250 William E. Willoughby 10/22/96 Sale 2,000 6.500 William C. Willoughby 07/22/96 Sale 5,000 6.000 William C. Willoughby 09/16/96 Sale 5,000 6.125 William C. Willoughby 10/17/96 Sale 1,000 6.250 - 26 - Purchase Number Price Per Shareholder Date or Sale of Shares Share ----------- ---- ------- --------- ----- William C. Willoughby 10/18/96 Sale 25,000 6.250 William C. Willoughby 10/21/96 Sale 5,000 6.500 Fred R. Feder 10/17/96 Sale 150,000 6.000 Fred R. Feder 10/18/96 Sale 50,000 6.0625 (d) None (e) Not Applicable Item 6. Contracts, Arrangements, Understandings or Relationships with respect to Securities of the Issuer. The Shareholders are parties to the following agreements: 1. Shareholders Agreement. The Shareholders Agreement ("Shareholders Agreement") was entered into among ICO, the ICO Shareholders (as defined in Item 2) and the Wedco Shareholders (as defined in Item 2). The Shareholders (as defined in Item 2) agreed to take all actions necessary or appropriate to cause the election of Willoughby, Leib and George S. Sirusas ("Sirusas") to the Board of Directors of ICO for terms ending on the date of ICO's annual shareholders meeting in 1996 in the case of Willoughby, the date of its annual shareholders meeting in 1997 in the case of Leib and Sirusas and to cause the reelection of Willoughby, Sirusas and Leib to the Board of Directors of ICO 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 of ICO (or as adjusted) or there is a "change in control" of ICO, when the ICO Shareholders who are parties to the Shareholders Agreement shall no longer be obligated to cause the reelection of such persons to its Board of Directors ("Termination Date"). In addition, if Willoughby, Leib or Sirusas shall cease to serve as a director of ICO at any time prior to the Termination Date, the Shareholders will agree to take all actions necessary or appropriate to ensure that the vacancy created shall be filled by a person nominated by the others, subject to the consent of a majority of the full Board of Directors of ICO. 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 Leib and Edward N. Barol to vote their shares of Common Stock of ICO in favor of the slate of nominees for ICO's Board of Directors selected by the then incumbent members of the Board of Directors of ICO (the "Nominated Slate") and the Wedco Shareholders who are parties to the Shareholders Agreement granted substantially identical proxies to SAP and AOP to vote their shares of Common Stock of ICO also in favor of the Nominated Slate. The Shareholders Agreement also provides that with respect to Wedco, SAP will be its President and Chief Executive Officer and AOP will be its Chairman of the Board and Chief Operating Officer. Pursuant to the Shareholders Agreement, Wedco's Articles of Incorporation were amended to provide that the Chairman of the Board, President, CEO, COO or any person who shall hold any other office, position or title havingsimilar functions or authority to the functions of the Chairman of the Board, President, CEO or COO or who shall have equivalent operating authority of Wedco will be elected by a unanimous vote of the Wedco Board of Directors. The Shareholders Agreement also provides that if one or more of the ICO Shareholders or Wedco Shareholders who are parties to the agreement desire to sell 500,000 or more shares of ICO Common Stock, 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 ICO 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. 2. Registration Rights Agreement. ICO and the Wedco Shareholders are parties to a Registration Rights Agreement to provide the Wedco Shareholders, for a period of five years after April 30, 1996 with certain demand and "piggyback" registration rights to enable them to dispose of the shares of Common Stock of ICO received by them in the Merger. Other than as listed above, none of the Reporting Persons is a party to any agreement with respect to any securities of ICO, including agreements with respect to the transfer or voting of any such securities, finder's fees, joint ventures, loans or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. Item 7. Material to be filed as Exhibits. 1. Agreement required pursuant to Regulation Section 240.13d-1(f)(1) promulgated under the Securities exchange Act of 1934, as amended.* 2. Powers of Attorney executed in connection with filings under the Securities Exchange Act of 1934, as amended.* 3. Stockholders Agreement.** 4. Registration Rights Agreement.** 5. Merger Agreement among Wedco Technology, Inc., W Acquisition Corp. and ICO, Inc. dated as of December 8, 1995, as Amended on March 13, 1996.** *Exhibit previously filed with the Securities and Exchange Commission on Amendment No. 15 to this Schedule 13D. **Exhibits previously filed with the Securities and Exchange Commission on Form S-4, Registration No. 333-00831 by ICO and incorporated herein by reference. - 28 - After reasonable inquiry and to the best knowledge and belief of the undersigned, it is hereby certified that the information set forth in this statement is true, complete and correct. Dated: November 13, 1996 /s/ Dr. Asher O. Pacholder -------------------------------------- Dr. Asher O. Pacholder, Individually and As Attorney-in-Fact for: Sylvia A. Pacholder Robin E. Pacholder William J. Morgan Pacholder Associates, Inc. P M Delaware, Inc. William E. Willoughby Peggy S. Willoughby William C. Willoughby Regina S. Willoughby Fred R. Feder Theo J.M.L. Verhoeff Catherine Willoughby Stephens Walter L. Leib -----END PRIVACY-ENHANCED MESSAGE-----