-----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, FEJWeD2/JaWWcdMMboKN/C/0QCstcaJf6zPmlq2SeLkPVLGBHse0jXhFw+DHRdDp KQz4UN9Hqj4khxQZaFFRVA== 0000930661-97-001813.txt : 19970804 0000930661-97-001813.hdr.sgml : 19970804 ACCESSION NUMBER: 0000930661-97-001813 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970801 SROS: NASD 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: 97649621 BUSINESS ADDRESS: STREET 1: 11490 WESTHEIMER STREET 2: STE 100 CITY: HOUSTON STATE: TX ZIP: 77067 BUSINESS PHONE: 7138724994 MAIL ADDRESS: STREET 1: 11490 WESTHEIMER STREET 2: STE 1000 CITY: HOUSTON STATE: TX ZIP: 77077 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MCCLENDON AUBREY K CENTRAL INDEX KEY: 0000904719 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 731461228 FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 6100 N WESTERN CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 BUSINESS PHONE: 4058488000 MAIL ADDRESS: STREET 1: 6100 WESTERN CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 SC 13D/A 1 SCHEDULE 13D AMENDMENT NO. 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 1) Under the Securities Exchange Act of 1934 ICO, INC. --------- (Name of Issuer) Common Stock, No par value -------------------------- (Title of Class of Securities) 449294206 --------- (CUSIP Number) Shannon Self, Esquire Self, Giddens & Lees, Inc. 2725 Oklahoma Tower 210 Park Avenue Oklahoma City, Oklahoma 73102 (405) 232-3001 ------------------------------ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 16, 1997 ----------------------- (Date of Event Which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box. [ ] Note: Six (6) copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP NO. 449294 20 6 (1) Names of Reporting Persons, Aubrey K. McClendon S.S. or I.R.S. Identification ###-##-#### Nos. of Above Persons (2) Check the Appropriate Box if (a) [ ] a Member of a Group (See (b) [X] Instructions) (3) SEC Use Only (4) Source of Funds (See Instruc- OO,PF tions) (5) Check if Disclosure of Legal Proceedings is Required Pur- suant to Items 2(d) or 2(e) [ ] (6) Citizenship or Place of Organi- USA zation (7) Sole Voting Power 453,550 Number of Shares (8) Shared Voting Power - Beneficially Owned by Each (9) Sole Dispositive 453,550 Reporting Person Power With: (10) Shared Dispositive - Power (11) Aggregate Amount Beneficially 453,550 Owned by Each Reporting Person (12) Check if the Aggregate Amount [ ] in Row (11) Excludes Certain Shares (See Instructions) (13) Percent of Class Represented 2.16% by Amount in Row (11) (14) Type of Reporting Person (See IN Instructions) Page 2 of 9 Pages CUSIP NO. 449294 20 6 (1) Names of Reporting Persons, Tom L. Ward S.S. or I.R.S. Identification ###-##-#### Nos. of Above Persons (2) Check the Appropriate Box if (a) [ ] a Member of a Group (See (b) [X] Instructions) (3) SEC Use Only (4) Source of Funds (See Instruc- OO,PF tions) (5) Check if Disclosure of Legal Proceedings is Required Pur- suant to Items 2(d) or 2(e) [ ] (6) Citizenship or Place of Organi- USA zation (7) Sole Voting Power 526,050 Number of Shares (8) Shared Voting Power - Beneficially Owned by Each (9) Sole Dispositive 526,050 Reporting Person Power With: (10) Shared Dispositive - Power (11) Aggregate Amount Beneficially 526,050 Owned by Each Reporting Person (12) Check if the Aggregate Amount [X] in Row (11) Excludes Certain Shares (See Instructions) (13) Percent of Class Represented 2.5% by Amount in Row (11) (14) Type of Reporting Person (See IN Instructions) Page 3 of 9 Pages CUSIP NO. 449294 20 6 Preliminary Statement ----------------------- This Amendment No. 1 amends and supplements the statement on Schedule 13D dated March 14, 1997 (the "Schedule 13D") filed on behalf of Aubrey K. McClendon, an individual, and Tom L. Ward, an individual. Because certain information set forth in the Schedule 13D may indicate group status between Mr. McClendon and Mr. Ward, this Schedule 13D is submitted jointly by such reporting persons. However, McClendon and Ward each disclaim the presence of any agreement among them to act as a group for purposes of acquiring, holding or disposing of the securities reported herein. Item 1. Security and Issuer. ------------------- This Schedule 13D relates to the shares of common stock, no par value per share (the "Common Stock"), of ICO, Inc., a Texas corporation ("ICO"), which has its principal executive offices at 11490 Westheimer, Suite 1000, Houston, Texas 77077. Item 2. Identity and Background. ----------------------- Aubrey K. McClendon ------------------- (a)-(c) Mr. McClendon is the Chairman of the Board and Chief Executive Officer of Chesapeake Energy Corporation, an Oklahoma corporation ("Chesapeake Energy"), 6100 North Western Avenue, Oklahoma City, Oklahoma 73118. Chesapeake Energy is engaged in oil and gas exploration and development. (d) During the past five (5) years, Mr. McClendon has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the past five (5) years, Mr. McClendon has not been a party to a civil proceeding of a judicial or an administrative body of competent jurisdiction as a result of which Mr. McClendon is, or was, subject to a judgment, decree or final order enjoining future relations of, or prohibiting or mandating activity subject to, federal or state securities laws or finding any violation with respect to such laws. Page 4 of 9 Pages CUSIP NO. 449294 20 6 Tom L. Ward ----------- (a)-(c) Mr. Ward is the President and Chief Operating Officer of Chesapeake Energy. (d) During the past five (5) years, Mr. Ward has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the past five (5) years, Mr. Ward has not been a party to a civil proceeding of a judicial or an administrative body of competent jurisdiction as a result of which Mr. Ward is, or was, subject to a judgment, decree or final order enjoining future relations of, or prohibiting or mandating activity subject to, federal or state securities laws or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration. ------------------------------------------------- Aubrey K. McClendon ------------------- The 453,550 shares of the Common Stock of ICO owned by Mr. McClendon were purchased in the open market through brokerage transactions. The investment cost (excluding commissions) of the 5,250 shares acquired by Mr. McClendon in the past sixty days was $25,750.00. All or substantially all of the funds utilized to purchase the shares owned by Mr. McClendon were borrowed by Mr. McClendon pursuant to a margin account with Rauscher Pierce Refsnes, Inc. Such borrowed amounts do not include an adjustment for subsequent repayments from Mr. McClendon's personal funds because of the inherent difficulty in tracing the application of such funds. Page 5 of 9 Pages CUSIP NO. 449294 20 6 Tom L. Ward ----------- The 526,050 shares of the Common Stock of ICO owned by Mr. Ward were purchased through brokerage transactions. The investment cost (excluding commissions) of the 5,250 shares acquired by Mr. Ward in the past sixty days was $25,750.00. A portion of the funds utilized to purchase the shares owned by Mr. Ward were borrowed by Mr. Ward pursuant to a lending arrangement with Rauscher Pierce Refsnes, Inc. Such borrowed amounts do not include an adjustment for subsequent repayments from Mr. Ward's personal funds because of the inherent difficulty in tracing the application of such funds. Item 4. Purpose of Transaction. ---------------------- The reporting persons each purchased shares of Common Stock of ICO for purposes of investment. In the future any one or more of the reporting persons may decide to (i) purchase additional shares of Common Stock or (ii) dispose of any or all of the Common Stock of ICO in any manner permitted by applicable securities laws. As a part of each reporting person's continuing assessment of the reporting person's investment in the Common Stock of ICO, one or more of the reporting persons may communicate with, among others, ICO's management, ICO's Board of Directors, and other ICO shareholders. In addition, each of the reporting persons reserves the right to exercise any and all of the reporting person's rights as a stockholder of ICO in a manner consistent with the reporting person's equity interest. Except as set forth above, each of the reporting persons has no present plans or intentions relating to the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. Item 5. Interest in Securities of the Issuer. ------------------------------------ The aggregate percentage of shares of Common Stock reported as beneficially owned by each person herein is based upon 21,016,124 shares of Common Stock outstanding, as reported in ICO's quarterly report on Form 10-Q for the quarterly period ending March 31, 1997. Page 6 of 9 Pages CUSIP NO. 449294 20 6 (a) The following table sets forth the aggregate number and percentage of the class of Common Stock of the ICO identified pursuant to Item 1 beneficially owned by each person named in Item 2: Person Amount Percent ------ ---------- ------- Aubrey K. McClendon 453,550 2.16% Tom L. Ward 526,050(1) 2.5% --------------- (1) This amount does not include 31,800 shares owned of record and beneficially by the Trustee of the Tom L. Ward Children's Trust (the "Trust"). The Trustee exercises sole voting and dispositive power over the shares owned by the Trust, and Mr. Ward disclaims beneficial ownership of such shares. (b) The following table sets forth, for each person identified under paragraph (a), the number of shares of Common Stock of ICO as to which the person has (1) the sole power to vote or direct the voting, (2) shared power to vote or direct the voting, (3) the sole power to dispose or to direct the disposition, or (4) shared power to dispose or to direct the disposition: Person Amount Percent ------ ---------- ------- Aubrey K. McClendon 453,550 2.16% Tom L. Ward 526,050(1) 2.5% --------------- (1) See footnote (1) under paragraph (a) of Item 5. (c) During the past sixty (60) days from the date of this Schedule 13D, the following transactions were effected in the Common Stock on the open market by a reporting person named in response to Paragraph (a) of this Item 5: Page 7 of 9 Pages CUSIP NO. 449294 20 6
Aubrey K. McClendon ------------------- Number of Shares Price, Acquired Excluding Date /(Sold) Commission -------- --------- ---------- 05-23-97 2,750 $4.87500 06-16-97 2,500 4.93750 07-02-97 (16,250) 5.20300 07-02-97 (12,500) 5.21870 07-03-97 (52,500) 5.04760 07-07-97 (20,000) 5.00000 07-10-97 (5,000) 5.00000 07-11-97 (2,500) 5.00000 07-14-97 (5,000) 5.00000 07-15-97 (5,000) 5.00000 07-16-97 (43,500) 5.00000 Tom L. Ward ----------- Number of Shares Price, Acquired Excluding Date /(Sold) Commission -------- --------- ---------- 05-23-97 2,750 $4.87500 06-16-97 2,500 4.93750 07-02-97 (16,250) 5.20300 07-02-97 (12,500) 5.21870 07-10-97 (5,000) 5.00000 07-11-97 (2,500) 5.00000 07-14-97 (5,000) 5.00000 07-15-97 (5,000) 5.00000 07-16-97 (43,500) 5.00000
(d) See Item 6, below. (e) Not applicable. Page 8 of 9 Pages CUSIP NO. 449294 20 6 Item 6. Contracts, Agreements, Underwritings or Relationships With Respect to Securities of the Issuer. ----------------------------------------------------- The Agreement dated February 25, 1994 between Aubrey K. McClendon and Rauscher Pierce Refsnes, Inc. ("Rauscher") and the Agreement dated October 25, 1991 between Tom L. Ward and Rauscher each contain standard default and remedial provisions. Item 7. Materials to be Filed as Exhibits. --------------------------------- 1. Joint Filing Agreement. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. DATED: July 29, 1997. /s/ Aubrey K. McClendon ---------------------------------- Aubrey K. McClendon /s/ Tom L. Ward ------------------------------------ Tom L. Ward Page 9 of 9 Pages JOINT FILING AGREEMENT In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each other of the attached statement on Schedule 13D and to all amendments to such statement and that such statement and all amendments to such statement is made on behalf of each of them. IN WITNESS WHEREOF, the undersigned hereby execute this agreement on July 29, 1997. /s/ Aubrey K. McClendon ------------------------------------ Aubrey K. McClendon, an individual /s/ Tom L. Ward ------------------------------------ Tom L. Ward, an individual -----END PRIVACY-ENHANCED MESSAGE-----