-----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, WnS7ZufZfO/FfNEJAxy4YjPaJhWD5HOP9VHAk1xeFlBgewX8mBuzDsv6UNBz4oOI s+UiT7CDx02JKB8RZT7ekA== 0000950129-01-000406.txt : 20010205 0000950129-01-000406.hdr.sgml : 20010205 ACCESSION NUMBER: 0000950129-01-000406 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 20010131 GROUP MEMBERS: CATHERINE WILLOUGHBY STEPHENS GROUP MEMBERS: DR. AL O. PACHOLDER GROUP MEMBERS: PACHOLDER ASSOCIATES INC GROUP MEMBERS: PEGGY S. WILLOUGHBY GROUP MEMBERS: REGINA S. WILLOUGHBY GROUP MEMBERS: ROBIN E. PACHOLDER GROUP MEMBERS: SYLVIA A. PACHOLDER GROUP MEMBERS: WALTER L. LEIB GROUP MEMBERS: WILLIAM C. WILLOUGHBY GROUP MEMBERS: WILLIAM E. WILLOUGHBY GROUP MEMBERS: WILLIAM J. MORGAN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ICO INC CENTRAL INDEX KEY: 0000353567 STANDARD INDUSTRIAL CLASSIFICATION: OIL, GAS FIELD SERVICES, NBC [1389] IRS NUMBER: 760566682 STATE OF INCORPORATION: TX FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-34170 FILM NUMBER: 1519704 BUSINESS ADDRESS: STREET 1: 11490 WESTHEIMER RD STREET 2: STE 100 CITY: HOUSTON STATE: TX ZIP: 77067 BUSINESS PHONE: 2817214200 MAIL ADDRESS: STREET 1: 11490 WESTHEIMER STREET 2: STE 1000 CITY: HOUSTON STATE: TX ZIP: 77077 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 h83644sc13da.txt PACHOLDER ASSCOIATES, INC. FOR ICO, INC. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934* AMENDMENT NO. 18 ICO, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, no par value per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 449293109 - -------------------------------------------------------------------------------- (CUSIP Number) David M. Gerst ICO, Inc. 11490 Westheimer, Suite 1000 Houston, Texas 77077 (281) 721-4200 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 26, 2001 - -------------------------------------------------------------------------------- (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 that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ] Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent. * The remainder of this cover page should 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 in the remainder of this cover page shall not be deemed to be "filed" for the purposes 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). 2 CUSIP No. 449293109 - -------------------------------------------------------------------------------- (1) Names of Reporting Person. I.R.S. Identification Nos. of above persons (entities only) Dr. Al O. Pacholder - -------------------------------------------------------------------------------- (2) Check the Appropriate Box if a Member of a Group (a) [X] (b) [ ] - -------------------------------------------------------------------------------- (3) SEC Use Only - -------------------------------------------------------------------------------- (4) Source of Funds OO - -------------------------------------------------------------------------------- (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- (6) Citizenship or Place of Organization United States citizen - -------------------------------------------------------------------------------- Number of (7) Sole Voting Power 0 (See Items 5 & 6) Shares Bene- -------------------------------------------------------------- ficially (8) Shared Voting Power 4,327,061 (See Items 5 & 6) Owned by -------------------------------------------------------------- Each Report- (9) Sole Dispositive Power 252,955 (See Item 5) ing Person -------------------------------------------------------------- With (10) Shared Dispositive Power 807,270 (See Item 5) - -------------------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 4,237,061 (See Items 5 & 6) - -------------------------------------------------------------------------------- (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [X] - -------------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 18.8% (See Items 5 & 6) - -------------------------------------------------------------------------------- (14) Type of Reporting Person IN - -------------------------------------------------------------------------------- 2 3 CUSIP No. 449293109 - -------------------------------------------------------------------------------- (1) Names of Reporting Person. I.R.S. Identification Nos. of above persons (entities only) 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 OO - -------------------------------------------------------------------------------- (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- (6) Citizenship or Place of Organization United States citizen - -------------------------------------------------------------------------------- Number of (7) Sole Voting Power 0 (See Items 5 & 6) Shares Bene- -------------------------------------------------------------- ficially (8) Shared Voting Power 4,236,797 (See Items 5 & 6) Owned by -------------------------------------------------------------- Each Report- (9) Sole Dispositive Power 162,691 (See Item 5) ing Person -------------------------------------------------------------- With (10) Shared Dispositive Power 807,270 (See Item 5) - -------------------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 4,236,797 (See Items 5 & 6) - -------------------------------------------------------------------------------- (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [X] - -------------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 18.4% (See Items 5 & 6) - -------------------------------------------------------------------------------- (14) Type of Reporting Person IN - -------------------------------------------------------------------------------- 3 4 CUSIP No. 449293109 - -------------------------------------------------------------------------------- (1) Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) 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 OO - -------------------------------------------------------------------------------- (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- (6) Citizenship or Place of Organization United States citizen - -------------------------------------------------------------------------------- Number of (7) Sole Voting Power 0 (See Items 5 & 6) Shares Bene- -------------------------------------------------------------- ficially (8) Shared Voting Power 86,336 (See Items 5 & 6) Owned by -------------------------------------------------------------- Each Report- (9) Sole Dispositive Power 86,336 (See Item 5) ing Person -------------------------------------------------------------- With (10) Shared Dispositive Power 0 (See Item 5) - -------------------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 86,336 (See Items 5 & 6) - -------------------------------------------------------------------------------- (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [X] - -------------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) less than 1% (See Items 5 & 6) - -------------------------------------------------------------------------------- (14) Type of Reporting Person IN - -------------------------------------------------------------------------------- 4 5 CUSIP No. 449293109 - -------------------------------------------------------------------------------- (1) Names of Reporting Person. I.R.S. Identification Nos. of above persons (entities only) 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 OO - -------------------------------------------------------------------------------- (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- (6) Citizenship or Place of Organization United States citizen - -------------------------------------------------------------------------------- Number of (7) Sole Voting Power 0 (See Items 5 & 6) Shares Bene- -------------------------------------------------------------- ficially (8) Shared Voting Power 884,270 (See Items 5 & 6) Owned by -------------------------------------------------------------- Each Report- (9) Sole Dispositive Power 77,000 (See Item 5) ing Person -------------------------------------------------------------- With (10) Shared Dispositive Power 807,270 (See Item 5) - -------------------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 884,270 (See Items 5 & 6) - -------------------------------------------------------------------------------- (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] - -------------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 3.9% (See Items 5 & 6) - -------------------------------------------------------------------------------- (14) Type of Reporting Person IN - -------------------------------------------------------------------------------- 5 6 CUSIP No. 449293109 - -------------------------------------------------------------------------------- (1) Names of Reporting Person. I.R.S. Identification Nos. of above persons (entities only) 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 OO - -------------------------------------------------------------------------------- (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- (6) Citizenship or Place of Organization Ohio corporation - -------------------------------------------------------------------------------- Number of (7) Sole Voting Power 0 (See Items 5 & 6) Shares Bene- -------------------------------------------------------------- ficially (8) Shared Voting Power 807,207 (See Items 5 & 6) Owned by -------------------------------------------------------------- Each Report- (9) Sole Dispositive Power 0 (See Item 5) ing Person -------------------------------------------------------------- With (10) Shared Dispositive Power 807,270 (See Item 5) - -------------------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 807,270 (See Items 5 & 6) - -------------------------------------------------------------------------------- (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] - -------------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 3.5% (See Items 5 & 6) - -------------------------------------------------------------------------------- (14) Type of Reporting Person IA - -------------------------------------------------------------------------------- 6 7 CUSIP No. 449293109 - -------------------------------------------------------------------------------- (1) Names of Reporting Person. I.R.S. Identification Nos. of above persons (entities only) 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 OO - -------------------------------------------------------------------------------- (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- (6) Citizenship or Place of Organization United States citizen - -------------------------------------------------------------------------------- Number of (7) Sole Voting Power 0 (See Items 5 & 6) Shares Bene- -------------------------------------------------------------- ficially (8) Shared Voting Power 1,689,929 (See Items 5 & 6) Owned by -------------------------------------------------------------- Each Report- (9) Sole Dispositive Power 0 (See Item 5) ing Person -------------------------------------------------------------- With (10) Shared Dispositive Power 1,689,929 (See Item 5) - -------------------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 1,689,929 (See Items 5 & 6) - -------------------------------------------------------------------------------- (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] - -------------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 7.4% (See Items 5 & 6) - -------------------------------------------------------------------------------- (14) Type of Reporting Person IN - -------------------------------------------------------------------------------- 7 8 CUSIP No. 449293109 - -------------------------------------------------------------------------------- (1) Names of Reporting Person. I.R.S. Identification Nos. of above persons (entities only) 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 OO - -------------------------------------------------------------------------------- (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- (6) Citizenship or Place of Organization United States citizen - -------------------------------------------------------------------------------- Number of (7) Sole Voting Power 0 (See Items 5 & 6) Shares Bene- -------------------------------------------------------------- ficially (8) Shared Voting Power 1,689,929 (See Items 5 & 6) Owned by -------------------------------------------------------------- Each Report- (9) Sole Dispositive Power 0 (See Item 5) ing Person -------------------------------------------------------------- With (10) Shared Dispositive Power 1,689,929 (See Item 5) - -------------------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 1,689,929 (See Items 5 & 6) - -------------------------------------------------------------------------------- (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] - -------------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 7.4% (See Items 5 & 6) - -------------------------------------------------------------------------------- (14) Type of Reporting Person IN - -------------------------------------------------------------------------------- 8 9 CUSIP No. 449293109 - -------------------------------------------------------------------------------- (1) Names of Reporting Person. I.R.S. Identification Nos. of above persons (entities only) 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 OO - -------------------------------------------------------------------------------- (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- (6) Citizenship or Place of Organization United States citizen - -------------------------------------------------------------------------------- Number of (7) Sole Voting Power 0 (See Items 5 & 6) Shares Bene- -------------------------------------------------------------- ficially (8) Shared Voting Power 896,702 (See Items 5 & 6) Owned by -------------------------------------------------------------- Each Report- (9) Sole Dispositive Power 0 (See Item 5) ing Person -------------------------------------------------------------- With (10) Shared Dispositive Power 896,702 (See Item 5) - -------------------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 896,702 (See Items 5 & 6) - -------------------------------------------------------------------------------- (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] - -------------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 4.0% (See Items 5 & 6) - -------------------------------------------------------------------------------- (14) Type of Reporting Person IN - -------------------------------------------------------------------------------- 9 10 CUSIP No. 449293109 - -------------------------------------------------------------------------------- (1) Names of Reporting Person. I.R.S. Identification Nos. of above persons (entities only) 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 OO - -------------------------------------------------------------------------------- (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- (6) Citizenship or Place of Organization United States citizen - -------------------------------------------------------------------------------- Number of (7) Sole Voting Power 0 (See Items 5 & 6) Shares Bene- -------------------------------------------------------------- ficially (8) Shared Voting Power 896,702 (See Items 5 & 6) Owned by -------------------------------------------------------------- Each Report- (9) Sole Dispositive Power 0 (See Item 5) ing Person -------------------------------------------------------------- With (10) Shared Dispositive Power 896,702 (See Item 5) - -------------------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 896,702 (See Items 5 & 6) - -------------------------------------------------------------------------------- (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] - -------------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 4.0% (See Items 5 & 6) - -------------------------------------------------------------------------------- (14) Type of Reporting Person IN - -------------------------------------------------------------------------------- 10 11 CUSIP No. 449293109 - -------------------------------------------------------------------------------- (1) Names of Reporting Person. I.R.S. Identification Nos. of above persons (entities only) 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 OO - -------------------------------------------------------------------------------- (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- (6) Citizenship or Place of Organization United States citizen - -------------------------------------------------------------------------------- Number of (7) Sole Voting Power 0 (See Items 5 & 6) Shares Bene- -------------------------------------------------------------- ficially (8) Shared Voting Power 250,623 (See Items 5 & 6) Owned by -------------------------------------------------------------- Each Report- (9) Sole Dispositive Power 0 (See Item 5) ing Person -------------------------------------------------------------- With (10) Shared Dispositive Power 250,623 (See Item 5) - -------------------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 250,623 (See Items 5 & 6) - -------------------------------------------------------------------------------- (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] - -------------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 1.1% (See Items 5 & 6) - -------------------------------------------------------------------------------- (14) Type of Reporting Person IN - -------------------------------------------------------------------------------- 11 12 CUSIP No. 449293109 - -------------------------------------------------------------------------------- (1) Names of Reporting Person. I.R.S. Identification Nos. of above persons (entities only) 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 OO - -------------------------------------------------------------------------------- (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- (6) Citizenship or Place of Organization United States citizen - -------------------------------------------------------------------------------- Number of (7) Sole Voting Power 86,405 (See Items 5 & 6) Shares Bene- -------------------------------------------------------------- ficially (8) Shared Voting Power 820,799 (See Items 5 & 6) Owned by -------------------------------------------------------------- Each Report- (9) Sole Dispositive Power 86,405 (See Item 5) ing Person -------------------------------------------------------------- With (10) Shared Dispositive Power 0 (See Item 5) - -------------------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 907,204 (See Items 5 & 6) - -------------------------------------------------------------------------------- (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] - -------------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 4.0% (See Items 5 & 6) - -------------------------------------------------------------------------------- (14) Type of Reporting Person IN - -------------------------------------------------------------------------------- 12 13 INTRODUCTORY NOTE This Amendment No. 18 to Schedule 13D is being filed on behalf of the individuals and entities listed on the cover pages to supplement and amend certain information set forth in Schedule 13D relating to securities of ICO, Inc. ("ICO"), originally filed on June 13, 1988, and as amended from time to time (as so amended, the "Original Statement"), with respect to no par value common stock ("Common Stock") of ICO. Unless otherwise indicated, each capitalized term used but not defined herein shall have the meaning assigned to such term in the Original Statement. Unless amended or restated, the Original Statement remains in effect. This Amendment includes, among other things, updating information which has been disclosed in certain cases in the filings by ICO of its preliminary Proxy Statement for the 2000 annual meeting filed with the SEC on January 9, 2001, definitive Proxy Statements for previous years, filings under Rule 14a-12 on Schedule 14A filed with the SEC on January 9, 2001 and January 19, 2001 and filings made by various parties under Rule 16(a) of the Securities Exchange Act of 1934, as amended. ITEM 2. IDENTITY AND BACKGROUND. Item 2 is amended as follows. Unless restated below, information contained in the Original Statement is still in effect. Dr. Al O. Pacholder (a) - (c) Dr. Al O. Pacholder is Chairman of the Board of Directors and Chief Financial Officer of ICO, 11490 Westheimer, Suite 1000, Houston, Texas 77077. Sylvia A. Pacholder (a) - (c) Sylvia A. Pacholder is President, Chief Executive Officer, Secretary and Director of ICO, 11490 Westheimer, Suite 1000, Houston, Texas 77077. 13 14 Robin E. Pacholder (a) - (c) Robin E. Pacholder is President of Wedco North America and a Director of ICO, both of 11490 Westheimer, Suite 1000, Houston, Texas 77077. 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 480, Cincinnati, Ohio 45236. Pacholder Associates is an investment advisory firm. Certain additional information regarding the directors and executive officers of Pacholder Associates is included on Schedule I, which is incorporated herein by reference. William C. Willoughby (a) - (c) William C. Willoughby is the president of Allgrind Plastics, Inc., 6 Vliet Farm Road, West Portal, New Jersey 08802. Regina S. Willoughby (a) - (c) Regina S. Willoughby is in charge of administrative services for Allgrind Plastics, Inc., 6 Vliet Farm Road, West Portal, New Jersey 08802. Fred R. Feder See the paragraph entitled Fred R. Feder in Item 5(a)-(b) below. Theo J.M.L. Verhoeff (a) - (c) Theo J.M.L. Verhoeff is no longer employed by Wedco; his current employment is unknown. Catherine Willoughby Stephens (a) - (c) Catherine Willoughby Stephens is Vice President for Stephens Realty, Inc., 120 Hana Highway, P.O. Box 791630, Paia, Hawaii 96779-1630. ITEM 3. SOURCE AND AMOUNT OF FUNDS. Item 3 is supplemented as set forth below. 14 15 Since the filing of Amendment 17 to Schedule 13D, ICO has undergone a corporate restructuring as described in its Current Report on Form 8-K filed with the Securities and Exchange Commission (the "SEC") on April 16, 1998, which is incorporated herein by reference. The reorganization was effected by a holding company merger pursuant to which a new parent holding company was created that became the owner of the former publicly-held company. The holding company merger did not require action by ICO's shareholders, whose rights, privileges and interests remained the same with respect to the new parent corporation. In the holding company merger, each share of outstanding common stock of the former publicly-held company was exchanged for a share of common stock of the new parent company. The name of the new parent company remained ICO, Inc. Additionally, ICO Common Stock was acquired pursuant to (1) market purchases utilizing personal funds, (2) the grant of options for Common Stock pursuant to various ICO employee and non-employee director stock option plans and (3) various 401(k) plans maintained by ICO. In addition, as discussed in Item 6 below and incorporated herein by reference, in certain acquisition transactions by ICO, certain proxies and voting agreements regarding ICO's Common Stock were granted by the acquirers of Common Stock in such transactions. ITEM 4. PURPOSE OF TRANSACTION. Item 4 is supplemented as set forth below. The ICO Shareholders and the parties described on Schedules I and II will review, on a continuous basis, the investments in ICO securities, including ICO Common Stock, options to acquire ICO Common Stock, warrants to acquire ICO Common Stock, Convertible Exchangeable Preferred Stock and 10-3/8% Senior Notes Due 2007 (collectively "Securities"), and ICO's business affairs and financial condition, 15 16 as well as conditions in the securities markets and general economic and industry conditions. The ICO Shareholders and the parties described on Schedules I and II may, in the future, take such actions in respect of investments in the Securities as such persons deem appropriate in light of the circumstances from time to time. Currently, these plans include continuing to hold the Securities beneficially owned or acquiring additional Securities. Any acquisitions could be effected in private transactions, in the open market or otherwise. Additionally, ICO Shareholders and the parties described on Schedules I and II who are ICO employees or ICO directors would expect to continue to receive options or shares under ICO's stock option and 401(k) plans. Additionally, it is possible that the ICO Shareholders and the parties described on Schedules I and II could seek to dispose of Securities. Any such dispositions could be effected in private transactions, through a public offering, on the open market or otherwise. Securities may be transferred from time to time to entities controlled by ICO Shareholders and the parties described on Schedules I and II and to family members of such persons. Any sales, purchase or transfers or other actions described herein may be made at any time without further prior notice. In reaching any conclusion as to the foregoing matters, the ICO Shareholders and the parties described on Schedules I and II may take into consideration various factors, such as ICO's business and prospects, other developments concerning ICO, the obligations of, cash and financial resources and needs of, investment goals of and other business opportunities available to the ICO Shareholders and the parties described on Schedules I and II, developments with respect to each such person's individual or business circumstances, general economic conditions, interest rates, the market price for Securities and securities market conditions. The Wedco Shareholders will review, on a continuous basis, the investments in ICO Securities, and ICO's business affairs and financial condition, as well as conditions in the securities markets and general economic and industry conditions. The Wedco Shareholders may, in the future, take such actions in respect of investments in the Securities as the Wedco Shareholders deem appropriate in light of the circumstances from time to time. Currently, these 16 17 plans include continuing to hold the Securities beneficially owned or disposing of shares. Any such dispositions could be effected in private transactions, through a public offering, in the open market or otherwise. Additionally, it is possible that the Wedco Shareholders could seek to acquire Securities. Any such acquisitions could be effected in private transactions, in the open market or otherwise. Additionally, Wedco Shareholders who are ICO directors would expect to continue to receive options under ICO's stock option plan for non-employee directors. Securities may be transferred from time to time to entities or trusts controlled by Wedco Shareholders and to family members of Wedco Shareholders. Any sales, purchase or transfers or other actions described herein may be made at any time without further prior notice. In reaching any conclusion as to the foregoing matters, the Wedco Shareholders may take into consideration various factors, such as ICO's business and prospects, other developments concerning ICO, the obligations of, cash and financial resources and needs of, investment goals of and other business opportunities available to the Wedco Shareholders, developments with respect to each Wedco Shareholder's individual or business circumstances, general economic conditions, interest rates, the market price for Securities and securities market conditions. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) - (b) As of January 24, 2001, the persons and entities listed below, in the aggregate, beneficially owned 4,680,088 shares (or approximately 20.1%) of the shares deemed to be outstanding of ICO Common Stock as set forth in the following chart. Except as otherwise set forth in the notes below, each person or entity has sole voting and dispositive power with respect to the shares beneficially owned by them. The ICO 401(k) plans (the "Plans") were amended on January 26, 2001 to provide for voting of the ICO Common Stock held in the Plans at the direction of Plans' participants. Prior to this amendment, the Plans provided for the voting of 401(k) shares at the direction of ICO. 17 18 At the time of the 2000 annual meeting of the shareholders, shares held in the Plans were voted at the direction of the Plans' participants in accordance with the terms of the Plans at that time. After the date of the 2000 annual meeting of the shareholders, the administrator of the Plans was changed. At the time of this change of administrator, the Plans were also changed to provide for voting of the 401(k) shares at the direction of ICO. But, ICO did not vote the shares in the Plans pursuant to this amendment because the Plans were amended as discussed above before a shareholder vote took place. Except as specifically set forth in the notes below, share amounts exclude the shares of Common Stock that can be voted pursuant to the voting agreements and irrevocable proxies described in Item 6 below. The information included in Item 6 is incorporated herein by reference.
VOTING POWER DISPOSITIVE POWER TOTAL -------------------- --------------------- BENEFICIAL HOLDER SOLE SHARED SOLE SHARED OWNERSHIP %* - ----------------------------- ------ --------- ------- --------- ---------- ----- Dr. Al O. Pacholder(1)(2) 0 4,327,061 252,955 807,270 4,327,061 18.8% Sylvia A. Pacholder(2)(3) 0 4,236,797 162,691 807,270 4,236,797 18.4% Robin E. Pacholder(4) 0 86,336 86,336 0 86,336 ** William J. Morgan(2)(5) 0 884,270 77,000 807,270 884,270 3.9% Pacholder Associates, Inc.(2) 0 807,270 0 807,270 807,270 3.5% William E. Willoughby(6) 0 1,689,929 0 1,689,929 1,689,929 7.4% Peggy S. Willoughby(7) 0 1,689,929 0 1,689,929 1,689,929 7.4% William C. Willoughby(8) 0 896,702 0 896,702 896,702 4.0% Regina S. Willoughby(9) 0 896,702 0 896,702 896,702 4.0% Theo J.M.L. Verhoeff(10) 0 81,709 0 81,709 81,709 ** Catherine Willoughby Stephens(11) 0 250,623 0 250,623 250,623 1.1% Walter L. Leib(12) 86,405 820,799 86,405 0 907,204 4.0%
- ---------- * Based on total beneficial ownership. ** Less than 1% of outstanding shares. (1) Share amounts include 118,200 shares of Common Stock, 125,000 shares of Common Stock that are issuable upon the exercise of stock options granted under ICO's various employee stock option plans, 6,000 shares of Common Stock issuable upon exercise of stock options granted under ICO's 1993 Stock Option Plan for Non-Employee Directors, 3,755 shares held in ICO's various 401(k) plans and (a) 374,873 shares of Common Stock issued in connection with acquisitions by ICO over which Sylvia Pacholder and Dr. Pacholder share voting power (but exclude 20,949 shares of Common Stock in ICO's 401(k) plans owned by recipients of ICO Common Stock in connection with the Bayshore Industrial, Inc. merger), and (b) 2,891,963 shares of Common Stock of ICO subject 18 19 to the Shareholders Agreement related to the Wedco merger (included as Exhibit 3 to Amendment 15 to this Schedule 13D and incorporated herein by reference; hereinafter the "Wedco Shareholders Agreement") over which Sylvia Pacholder and Dr. Pacholder possess the power to vote on certain matters (excluding the shares owned by Fred R. Feder discussed in the paragraph following these notes). Dr. Pacholder disclaims ownership of the 2,891,963 shares related to the Wedco Shareholders Agreement and the 374,873 shares related to the acquisitions. Excludes the following shares owned by Sylvia Pacholder to which Dr. Pacholder disclaims beneficial ownership: 31,400 shares of Common Stock, 125,000 shares of Common Stock issuable upon exercise of stock options granted under ICO's various employee stock option plans, 2,000 shares of Common Stock issuable upon exercise of stock options granted under the 1993 Stock Option Plan for Non-Employee Directors and 4,291 shares held in ICO's 401(k) plans. (2) Share amounts include 180,000 shares of Common Stock and 63,051 shares of Common Stock that may be acquired upon conversion of Convertible Exchangeable Preferred Stock held by a limited partnership, Pacholder Heron, L.P. ("Pacholder Heron"). See Schedule II for additional information regarding Pacholder Heron. Schedule II is incorporated herein by reference. Pursuant to an Investment Advisory Agreement, Pacholder Associates has sole voting and investment power over such securities. This agreement is included as Exhibit 5 to this Amendment 18 to Schedule 13D and is incorporated herein by reference. Share amounts also include 415,461 shares of Common Stock, 102,879 shares of Common Stock that may be acquired through the exercise of warrants (such warrants have an exercise price of $5.00 and expire in July 2002; see the notes to ICO financial statements included in ICO's Form 10-K for the year ended September 30, 2000 as filed with the SEC on December 21, 2000) and 45,879 shares of Common Stock that may be acquired upon conversion of Convertible Exchangeable Preferred Stock owned by Pacholder Associates. Dr. Pacholder, Ms. Sylvia Pacholder and Mr. Morgan are majority owners of Pacholder Associates. See Schedule I for additional information regarding Pacholder Associates. Schedule I is incorporated herein by reference. (3) Share amounts include 31,400 shares of Common Stock, 125,000 shares of Common Stock that are issuable upon exercise of stock options granted under ICO's various employee stock option plans, 2,000 shares of Common Stock issuable upon exercise of stock options granted under the 1993 Stock Option Plan for Non-Employee Directors, 4,291 shares of Common Stock held in ICO's 401(k) plan and (a) 374,873 shares of Common Stock issued in connection with acquisitions by ICO over which Sylvia Pacholder and Dr. Pacholder share voting power (but exclude 20,949 shares of Common Stock in ICO's 401(k) plans owned by recipients of ICO Common Stock in connection with the Bayshore Industrial, Inc. merger) and (b) 2,891,963 shares of Common Stock of ICO subject to the Wedco Shareholders Agreement over which Sylvia Pacholder and Dr. Pacholder possess the power to vote on certain matters (excluding the shares owned by Fred R. Feder discussed in the paragraph following these notes). Sylvia Pacholder disclaims beneficial ownership of the 2,891,963 shares related to the Wedco Shareholders Agreement and the 374,873 shares related to the acquisitions. Excludes the following shares owned by Dr. Al Pacholder to which Sylvia Pacholder disclaims beneficial ownership: 118,200 shares of Common Stock, 125,000 shares of Common Stock issuable upon exercise of stock options granted under ICO's various employee stock option plans, 6,000 shares of Common Stock issuable upon exercise of stock options granted under the 1993 Stock Option Plan for Non-Employee Directors and 3,755 shares held in ICO's 401(k) plans. 19 20 (4) Share amounts include 14,700 shares of Common Stock, 1,644 Shares of Common Stock that may be acquired upon conversion of Convertible Exchangeable Preferred Stock, 50,000 shares of Common Stock that are issuable upon exercise of stock options granted under ICO's various employee stock option plans, 11,000 shares of Common Stock issuable upon exercise of stock options granted under the 1993 Stock Option Plan for Non-Employee Directors and 8,992 shares of Common Stock held in ICO's 401(k) plans. Excludes the following shares owned by David Gerst, Robin Pacholder's spouse, to which Robin Pacholder disclaims beneficial ownership: 50,000 shares of Common Stock issuable upon exercise of stock options granted under ICO's various employee stock option plans and 3,350 shares of Common Stock held in ICO's 401(k) plans. (5) Share amounts include 44,000 shares of Common Stock and 33,000 shares of Common Stock that are issuable upon exercise of stock options granted under the 1993 Stock Option Plan for Non-Employee Directors. (6) Share amounts include 850,544 shares of Common Stock, 27,000 shares of Common Stock that are issuable upon exercise of stock options granted under the 1993 Stock Option Plan for Non-Employee Directors, 149,139 shares of Common Stock owned jointly with his wife, Peggy Willoughby, and 663,246 shares owned solely by his wife. (7) Share amounts include 663,246 shares of Common Stock, 149,139 shares of Common Stock owned jointly with her husband, William E. Willoughby, 850,544 shares owned solely by her husband and 27,000 shares of Common Stock that are issuable upon exercise of stock options granted to her husband under the 1993 Stock Option Plan for Non-Employee Directors. (8) Share amounts include 794,867 shares of Common Stock, 21,212 shares of Common Stock held in trust for a minor child, 4,230 shares of Common Stock held in a retirement account, 71,495 shares of Common Stock held by his wife, Regina Willoughby, and 4,898 shares of Common Stock held by his wife in trust for a minor child. (9) Share amounts include 71,495 shares of Common Stock, 4,898 shares of Common Stock held in trust for a minor child, 794,867 shares of Common Stock held by her husband, William C. Willoughby, 21,212 shares of Common Stock held by her husband in trust for a minor child and 4,230 shares of Common Stock held in a retirement account by her husband. (10) Share amounts include 6,560 shares of Common Stock and 75,149 shares of Common Stock held by Mr. Verhoeff's wife. (11) Share amounts include 250,623 shares of Common Stock, 6,758 shares of which are held by Ms. Stephens' husband. (12) Share amounts include 55,021 shares of Common Stock, 4,384 shares of Common Stock that may be acquired upon conversion of Convertible Exchangeable Preferred Stock, 27,000 shares of Common Stock that are issuable upon exercise of stock options granted under the 1993 Stock Option Plan for Non-Employee Directors and 820,799 shares of Common Stock of ICO subject to the Wedco Shareholders Agreement over which Mr. 20 21 Lieb has the power to vote on certain matters. Fred R. Feder To the best of the knowledge of the signatories of this Amendment No. 18 to Schedule 13D, Fred R. Feder, a signatory to previous amendments to Schedule 13D and party to the Wedco Shareholders Agreement, (1) owned 90,169 shares of ICO Common Stock as of January 29, 2001, including 406 shares held in an IRA account, (2) is employed by Ingenia Polymers, 2222 Appelt, Houston, Texas 77015, a company involved in petrochemical processing and (3) resides at 304 Briarbrook Cove, Collierville, Tennessee 38017. (c) The following transactions were made in the past sixty days. Unless otherwise provided, all transactions were effected as open market transactions of Common Stock on NASDAQ.
PURCHASE OR NUMBER OF SHAREHOLDER DATE SALE SHARES PRICE PER SHARE - ----------------- --------- ----------- --------- --------------- William J. Morgan 12/6/2000 purchase 10,000 $ 1.1875 Walter L. Leib 12/6/2000 purchase 1,000 $ 1.287
(d) None. (e) PM Delaware, Inc., a signatory to previous amendments to Schedule 13D, was merged into Pacholder Associates on February 19, 1999. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Item 6 is supplemented as follows. In connection with several acquisitions by ICO in which the sellers received shares of the Common Stock of ICO, such sellers granted certain rights to vote those shares to members of ICO's management. See Schedule III for certain additional information regarding these sellers. Schedule III is incorporated herein by reference. Pursuant to ICO's acquisition of Frontier Inspection Services, Inc. in April 1994, each recipient of shares of ICO Common Stock granted an irrevocable proxy appointing the Chairman of the Board and the President of ICO, or either of them, to vote all ICO shares the recipient received in connection with the acquisition on any matter on which shareholders are entitled to vote. The proxy expires upon the earliest of: (1) termination of employment of the recipient, (2) transfer of the shares to a person not affiliated with or an immediate family member 21 22 of the recipient or (3) ten years. One of the recipients, Jack C. Cave, currently owns 78,000 shares of ICO Common Stock that he received in the acquisition and is an employee of ICO. In addition, Mr. Cave holds, in ICO's 401(k) plans, 1,590 shares of ICO Common Stock. Mr. Cave is the beneficial owner of 28,000 shares of ICO Common Stock issuable upon exercise of stock options granted under ICO's various employee stock option plans. Pursuant to ICO's acquisition of R. J. Dixon, Inc. in June 1995, Raymond J. Dixon, Jr. granted an irrevocable proxy appointing the Chairman of the Board and the President of ICO, or either of them, to vote all ICO shares he received in connection with the acquisition on any matter on which shareholders are entitled to vote. The proxy expires upon the earliest of: (1) termination of employment of Mr. Dixon, (2) transfer of the shares to a person not affiliated with or an immediate family member of Mr. Dixon or (3) ten years. Mr. Dixon is an employee of ICO and currently holds 94,884 shares of ICO Common Stock that he received in the acquisition. Mr. Dixon is the beneficial owner of 1,000 shares of ICO Common Stock issuable upon the exercise of stock options granted under ICO's various employee stock option plans. Pursuant to ICO's acquisition of Polymer Service of Indiana, Inc. in July 1996, each recipient of shares of ICO Common Stock granted an irrevocable proxy appointing the Chairman of the Board and the President of ICO, or either of them, to vote all ICO shares that the recipient is entitled to vote on any matter on which shareholders are entitled to vote. The proxy expires upon the earlier of (1) transfer of the shares to a non-affiliated person or entity or (2) ten years. One of the recipients, Joe Moore, currently owns 23,942 shares of ICO Common Stock. Pursuant to ICO's acquisition of Bayshore Industrial, Inc. in December 1996, each recipient of shares of ICO Common Stock granted an irrevocable proxy appointing the Chairman of the Board and the President of ICO, or either of them, to vote all ICO shares the recipient is entitled to vote on any matter on which shareholders are entitled to vote. The proxy expires upon the earliest of: (1) transfer of the shares to a non-affiliated person or entity, (2) termination of employment of the recipient, (3) if either one or both of Dr. Al Pacholder and 22 23 Sylvia Pacholder cease to serve as Chairman of the Board and President and Chief Executive Officer, respectively, of ICO or (4) ten years. Three of the recipients, Eddie Johnson, Max Kloesel and Carol C. Munn, currently own shares ICO Common Stock and are employees of ICO. They hold 60,283, 116,361 and 1,403 shares of ICO Common Stock, respectively. In addition, Eddie Johnson, Max Kloesel and Carol C. Munn hold, in ICO's 401(k) plans, 7,284, 10,660 and 3,005 shares of ICO Common Stock, respectively. Carol C. Munn is the beneficial owner of 20,000 shares of ICO Common Stock issuable upon the exercise of stock options granted under ICO's various employee stock option plans. The descriptions of the agreements and proxies contained above do not purport to be complete and are qualified in their entirety by provisions of such documents, copies of which have been included as Exhibits 1, 2, 3 and 4 hereof and which are incorporated herein by reference. Pacholder Associates, which is majority-owned by Dr. Al O. Pacholder, Sylvia A. Pacholder and William J. Morgan, may be deemed to beneficially own 10-3/8% Senior Notes due 2007 of ICO (the "Senior Notes"): o Senior Notes owned by Pacholder High Yield Fund, Inc. ("PHYF") for which Pacholder Associates may be deemed to possess dispositive authority; and o Senior Notes owned by three Pacholder Associates clients for which Pacholder Associates may be deemed to possess dispositive authority. The Senior Notes are held pursuant to customary arrangements similar to those for which Pacholder Associates or PHYF (neither of which was formed with a view to investing in such securities) holds other securities. Such arrangements do not relate specifically to the Senior Notes. See the Investment Advisory Agreement between Pacholder High Yield Fund, Inc. (formerly known as Pacholder Fund, Inc.) and Pacholder & Company, LLC included as Exhibit 6 to this Amendment 18 to Schedule 13D and incorporated herein by reference. Pacholder & Company, LLC is 51%-owned by Pacholder Associates and possesses the investment powers set forth in the Investment Advisory Agreement. In addition, Pacholder Associates possesses dispositive and voting authority in regard to certain Common Stock and Convertible Exchangeable Preferred Stock held by Pacholder Heron pursuant to an Investment Advisory Agreement between Pacholder Heron and Pacholder Associates. A copy of this agreement is included as Exhibit 5 to this Amendment 18 23 24 to Schedule 13D and is incorporated herein by reference. See also the table of security ownership included in Item 5 above and note (2) to that table. This information is incorporated herein by reference. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS 1. Investment Letter dated April 20, 1994, executed by Jack C. Cave relating to the Frontier Inspection Services, Inc. merger. 2. Irrevocable proxy dated June 1, 1995, executed by Raymond J. Dixon, Jr. relating to the R.J. Dixon, Inc. merger. 3. Voting Agreement and Irrevocable Proxy dated July 19, 1996, executed by Joe Moore relating to the Polymer Service of Indiana, Inc. merger. 4. Voting Agreements and Irrevocable Proxies dated December 9, 1996 executed by Eddie Johnson, Max Kloesel and Carol C. Munn relating to the Bayshore Industrial, Inc. merger. 5. Investment Advisory Agreement dated December 17, 1997 between Pacholder Heron, L.P. and Pacholder Associates, Inc. 6. Investment Advisory Agreement dated August 20, 1998 between Pacholder High Yield Fund, Inc. (formerly known as Pacholder Fund, Inc.) and Pacholder & Company, LLC (51%-owned by Pacholder Associates, Inc.). 24 25 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. /s/ Dr. Al O. Pacholder Dated: January 30, 2001 ---------------------------------------- Dr. Al O. Pacholder, Individually and As Attorney-in-Fact for: Sylvia A. Pacholder Robin E. Pacholder William J. Morgan Pacholder Associates, Inc. William E. Willoughby Peggy S. Willoughby William C. Willoughby Regina S. Willoughby Catherine Willoughby Stephens Walter L. Leib 25 26 SCHEDULE I DIRECTORS AND EXECUTIVE OFFICERS OF PACHOLDER ASSOCIATES, INC. For each director and executive officer of Pacholder Associates, Inc. ("Pacholder Associates"), the following table sets forth the name, business address and present principal occupation or employment and the organization where such employment is conducted.
RESIDENCE OR BUSINESS ADDRESS; PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT; PRINCIPAL BUSINESS AND ADDRESS OF ANY CORPORATION OR OTHER ORGANIZATION IN POSITION WITH PACHOLDER WHICH SUCH EMPLOYMENT IS NAME ASSOCIATES CONDUCTED(1) - ------------------------- ------------------------- -------------------------------------------------- Al O. Pacholder(2) Chairman of the Board and Chairman and Chief Financial Officer of ICO, Inc., Director 11490 Westheimer, Suite 1000, Houston, Texas 77077 William J. Morgan(2) President and Director James P. Shanahan, Jr.(3) Executive Vice President and Director James E. Gibson(2) Executive Vice President Sylvia A. Pacholder(2) Director President, Chief Executive Officer, Secretary and Director of ICO, Inc., 11490 Westheimer, Suite 1000, Houston, Texas 77077
(1) If the individual's principal employment is with Pacholder Associates, this column is left blank. The address of Pacholder Associates is 8044 Montgomery Road, Suite 480, Cincinnati, Ohio 45236, and this is the business address for each individual whose principal employment is with Pacholder Associates. 26 27 (2) This individual is a signatory of this Schedule 13D. Information for Items 2 through 6 of Schedule 13D for this individual is disclosed in the Original Statement and Amendment No. 18. (3) Mr. Shanahan is a citizen of the United States. Mr. Shanahan has not, during the last five years, been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities law or finding any violation with respect to such laws. Mr. Shanahan owns 15,000 shares of ICO Common Stock, for which he has sole voting and dispositive power. Mr. Shanahan is the custodian of 300 shares of Convertible Exchangeable Preferred Stock for his minor child for which he may be deemed to be a beneficial owner. Mr. Shanahan was given the 15,000 shares of Common Stock by ICO for services he rendered in conjunction with the Wedco acquisition. The shares of Convertible Exchangeable Preferred Stock were acquired with personal funds. 27 28 SCHEDULE II CERTAIN INFORMATION REGARDING PACHOLDER HERON, LP Pacholder Heron, L.P. ("Pacholder Heron") is a Delaware limited partnership. Its principal business activity is acting as an investment partnership. Pacholder Heron's business address is c/o Pacholder Associates, Inc., 8044 Montgomery Road, Suite 480, Cincinnati, Ohio 45236. Information regarding the general partners of Pacholder Heron is set forth in the table below.
RESIDENCE OR BUSINESS ADDRESS; PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT; PRINCIPAL BUSINESS AND ADDRESS OF ANY CORPORATION OR OTHER ORGANIZATION IN NAME WHICH SUCH EMPLOYMENT IS CONDUCTED - ----------------------------- --------------------------------------------------- Al O. Pacholder(1) Chairman and Chief Financial Officer of ICO, Inc., 11490 Westheimer, Suite 1000, Houston, Texas 77077 William J. Morgan(1) President and Director, Pacholder Associates, Inc., 8044 Montgomery Road, Suite 480, Cincinnati, Ohio 45236 Pacholder Associates, Inc.(1) Investment Advisory Firm, 8044 Montgomery Road, Suite 480, Cincinnati, Ohio 45236 James P. Shanahan, Jr.(2) Executive Vice President and Director, Pacholder Associates, Inc., 8044 Montgomery Road, Suite 480, Cincinnati, Ohio 45236
- --------- (1) This individual is a signatory of this Schedule 13D. Information for Items 2 through 6 of Schedule 13D for this individual is disclosed in the Original Statement and Amendment No. 18. (2) Information regarding Mr. Shanahan is included on Schedule I to Amendment 18 of Schedule 13D, and this information is incorporated herein by reference. 28 29 Pacholder Heron has not, during the last five years, been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities law or finding any violation with respect to such laws. ICO securities held by Pacholder Heron were acquired with personal funds and working capital of the partners. Pacholder Associates has been granted voting and dispositive authority over the ICO (and other) securities held by Pacholder Heron pursuant to an Investment Advisory Agreement between Pacholder Heron and Pacholder Associates. This agreement is included as Exhibit 5 to this Amendment 18 to Schedule 13D and is incorporated herein by reference. 29 30 SCHEDULE III CERTAIN INFORMATION REGARDING PERSONS WHO ARE PARTIES TO PROXIES AND VOTING AGREEMENTS WITH ICO RELATED TO MERGERS To the best of the knowledge of each individual and entity listed on the cover of and signatory to this Amendment No. 18 to Schedule 13D: (1) during the last five years, none of the following individuals has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or has been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities law or finding any violation with respect to such laws; and (2) each of the individuals listed below is a citizen of the United States.
RESIDENCE OR BUSINESS ADDRESS; PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT; PRINCIPAL BUSINESS AND ADDRESS OF ANY CORPORATION OR OTHER ORGANIZATION IN NAME WHICH SUCH EMPLOYMENT IS CONDUCTED - --------------------- --------------------------------------------------- Jack C. Cave Special Project Manager, ICO Worldwide, Inc., 5012 Andrews Highway, Odessa, Texas 79762. ICO Worldwide, Inc.'s principal business is oilfield services. Raymond J. Dixon, Jr. Vice President of Business Development, ICO Worldwide, Inc., Post Office Box 1107, Youngsville, Louisiana 70592. ICO Worldwide, Inc.'s principal business is oilfield services. Joe Moore 3307 Latrobe Lane, Katy, Texas 77450. Mr. Moore is a former employee, and current employment information is not known. Eddie Johnson Maintenance and Procurement Manager, Bayshore Industrial, Inc., 1300 McCabe Road, La Porte, Texas 77571. Bayshore Industrial, Inc.'s principal business is specialized petrochemical processing.
30 31 SCHEDULE III
RESIDENCE OR BUSINESS ADDRESS; PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT; PRINCIPAL BUSINESS AND ADDRESS OF ANY CORPORATION OR OTHER ORGANIZATION IN NAME WHICH SUCH EMPLOYMENT IS CONDUCTED - --------------------- --------------------------------------------------- Max Kloesel Senior Vice President of Sales, Bayshore Industrial, Inc., 1300 McCabe Road, La Porte, Texas 77571. Bayshore Industrial, Inc.'s principal business is specialized petrochemical processing. Carol Munn Vice President - Director of Taxation, ICO, Inc., 11490 Westheimer, Suite 1000, Houston, Texas 77077. ICO is engaged in specialized petrochemical processing and oilfield services.
Shares of ICO Common Stock held by the individuals listed above were acquired in the various merger transactions discussed in Item 6 of Amendment 18 to Schedule 13D (and incorporated herein by reference), with personal funds, pursuant to ICO's various 401(k) plans and pursuant to ICO's various employee stock option plans. 31 32 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION - ------- ------------ 1. Investment Letter dated April 20, 1994, executed by Jack C. Cave relating to the Frontier Inspection Services, Inc. merger. 2. Irrevocable proxy dated June 1, 1995, executed by Raymond J. Dixon, Jr. relating to the R.J. Dixon, Inc. merger. 3. Voting Agreement and Irrevocable Proxy dated July 19, 1996, executed by Joe Moore relating to the Polymer Service of Indiana, Inc. merger. 4. Voting Agreements and Irrevocable Proxies dated December 9, 1996 executed by Eddie Johnson, Max Kloesel and Carol C. Munn relating to the Bayshore Industrial, Inc. merger. 5. Investment Advisory Agreement dated December 17, 1997 between Pacholder Heron, L.P. and Pacholder Associates, Inc. 6. Investment Advisory Agreement dated August 20, 1998 between Pacholder High Yield Fund, Inc. (formerly known as Pacholder Fund, Inc.) and Pacholder & Company, LLC (51% owned by Pacholder Associates, Inc.). EX-99.1 2 h83644ex99-1.txt INVESTMENT LETTER - DATED APRIL 20, 1994 1 EXHIBIT 1 Investment Letter April 20, 1994 ICO, Inc. 100 Glenborough Drive Suite 250 Houston, Texas 77067 Gentlemen: In connection with the Agreement and Plan of Merger (the "Agreement") dated April 19, 1994, by and among ICO, Inc. ("ICO"), a Texas corporation, Frontier Inspection Services, Inc. (the "Company"), a New Mexico corporation, FIS Acquisition Corp. (the "Purchaser"), a New Mexico corporation, and each of the shareholders of Frontier Inspection Services, Inc., pursuant to which the Company will merge into the Purchaser and the undersigned will receive 138,000 shares of common stock of ICO no par value (the "Shares") in exchange for 600 shares of common stock $1.00 par value of the Company, ICO has required this letter from the undersigned as a condition and inducement to the issuance of such Shares. Accordingly, the undersigned hereby represents, warrants and covenants and agrees as follows: (1) The undersigned acknowledges that the Shares are being acquired for investment and not with a view to the distribution or further resale thereof. (2) The Shares being received under the Agreement have not been registered under the Securities Act of 1933 (the "Act") or the blue sky or securities laws of any state including Texas, where each Shareholder resides, and, therefore, must be held until they are registered under the Act and applicable state securities laws or unless an exemption from such registration is available for any such proposed sale or transfer. The undersigned further understands that Rules 144 and 145 under the Act provide a basis for making routine sales of restricted securities without registration under the Act but only upon strict compliance with the conditions set forth in such Rules and that there can be no assurances that the conditions of such Rules will be satisfied so as to allow a proposed sale. (3) The undersigned will not sell, pledge, hypothecate or otherwise transfer any of the Shares received under the Agreement except or unless there is in effect a registration statement under the Act covering such proposed disposition and the disposition is made in accordance with such registration statement or the undersigned has notified ICO of the proposed disposition and shall have furnished ICO with a detailed statement of the circumstances surrounding the proposed distribution, and, if reasonably requested by ICO, the undersigned shall have furnished ICO with an opinion of counsel, reasonably satisfactory to ICO, that such disposition will not require registration of such Shares under the Act or any state or securities act. 2 EXHIBIT 1 (4) The undersigned acknowledges that ICO has no obligation to register any of the shares except as set forth on the Registration Rights Agreement dated April 20, 1994. (5) The undersigned acknowledges that a legend will be placed upon certificates representing the Shares purchased in substantially the following form: The securities represented by this Certificate have not been registered under the Securities Act of 1933 or the laws of any state and may not be transferred in the absence of (a) an effective registration statement for the securities under the Securities Act of 1933 and applicable state laws, or (b) an opinion of counsel for the corporation that such registration is not required. (6) The undersigned has received and reviewed ICO's Form 10-K dated September 30, 1993, ICO's Form 10-Q dated December 31, 1993, ICO's Prospectus dated November 18, 1993 and ICO's Forms 8-K dated January 5, 1994, January 19, 1994 and February 4, 1994. (7) The undersigned and the undersigned's offeree representative, if applicable, has carefully read the documents referred to in Paragraph (6) and fully understands their content and has had an opportunity to ask questions and receive answers from executive officers of ICO with respect to this investment. (8) The undersigned, either alone or acting with the undersigned's offeree representative, has such knowledge and experience in financial and business matters in general and investments in particular that he or she is capable of evaluating the merits and risks of the investment in ICO and has obtained sufficient information from the documents provided under Paragraph (6) to evaluate the merits and risks of such investment. (9) The undersigned has received copies of the annual financial statements of the Company and other pertinent business and financial records of the Company and has been provided with current interim financial statements of the Company. The undersigned has also had an opportunity to ask questions and receive answers from executive officers of the Company with respect to the Company's business and operations and its value. (10) The undersigned irrevocably appoints the Chairman of the Board and the President of ICO, or either of them, as the true and lawful proxy of the undersigned to vote all Shares of ICO acquired in the merger at any annual or special Shareholders' meeting of ICO, cumulatively or otherwise, on any matter on which shareholders are entitled to vote. THIS PROXY IS IRREVOCABLE AND COUPLED WITH AN INTEREST REGARDING SHARES PURCHASED PURSUANT TO THIS AGREEMENT. THIS PROXY SHALL EXPIRE UPON THE EARLIEST OF TERMINATION OF EMPLOYMENT OF THE UNDERSIGNED BY ICO, INC. 3 EXHIBIT 1 OR ANY DIRECT OR INDIRECT SUBSIDIARY THEREOF, THE TRANSFER OF SUCH SHARES TO A PERSON NOT AFFILIATED WITH OR AN IMMEDIATE FAMILY MEMBER OF THE UNDERSIGNED OR TEN YEARS AFTER THE DATE OF THIS AGREEMENT. The grant of this proxy shall be noted on the certificates for the shares. Very truly yours, /s/ Jack C. Cave ------------------------------------ Jack C. Cave EX-99.2 3 h83644ex99-2.txt IRREVOCABLE PROXY - DATED JUNE 1, 1995 1 EXHIBIT 2 June 1, 1995 ICO, Inc. 100 Glenborough Drive Suite 250 Houston, Texas 77067 Gentlemen: In connection with the Agreement and Plan of Merger (the "Agreement") dated June 1, 1995, by and among ICO, Inc. ("ICO"), a Texas corporation, R.J. Dixon, Inc. ("Company"), a Louisiana corporation, RJD Acquisition Corp., a Louisiana corporation (the "Purchaser"), and the undersigned, the sole shareholder of Company, pursuant to which the Company will merge into the Purchaser and the undersigned will receive 94,884 shares of the common stock of ICO, no par value (the "Shares"), in exchange for 100 shares of common stock, no par value, of the Company, ICO has required this letter from the undersigned as a condition and inducement to the issuance of such Shares. Accordingly, the undersigned hereby represents, warrants and covenants and agrees as follows: (1) The undersigned acknowledges that the Shares are being acquired for investment and not with a view to the distribution or further resale thereof. (2) The Shares being received under the Agreement have not been registered under the Securities Act of 1933 (the "Act") or the blue sky or securities laws of any state including Texas or Louisiana, where each Shareholder resides, and, therefore, must be held until they are registered under the Act and applicable state securities laws or unless an exemption from such registration is available for any such proposed sale or transfer. The undersigned further understands that Rules 144 and 145 under the Act provide a basis for making routine sales of restricted securities without registration under the Act but only upon strict compliance with the conditions set forth in such Rules and that there can be no assurances that the conditions of such Rules will be satisfied so as to allow a proposed sale. (3) The undersigned will not sell, pledge, hypothecate or otherwise transfer any of the Shares received under the Agreement except or unless there is in effect a registration statement under the Act covering such proposed disposition and the disposition is made in accordance with such registration statement or the undersigned has notified ICO of the proposed disposition and shall have furnished ICO with a detailed statement of the circumstances surrounding the proposed distribution, and, if reasonably requested by ICO, the undersigned shall have furnished ICO with an opinion of counsel, reasonably satisfactory to ICO, that such disposition will not require registration of such Shares under the Act or any state or securities act. 2 EXHIBIT 2 (4) The undersigned acknowledges that ICO has no obligation to register any of the Shares except as set forth in the Registration Rights Agreement dated June 1, 1995, between the undersigned and ICO. (5) The undersigned acknowledges that a legend will be placed upon certificates representing the Shares purchased in substantially the following form: The securities represented by this Certificate have not been registered under the Securities Act of 1933 or the laws of any state and may not be transferred in the absence of (a) an effective registration statement for the securities under the Securities Act of 1933 and applicable state laws, or (b) an opinion of counsel for the corporation that such registration is not required. (6) The undersigned has received and reviewed ICO's Form 10-K for the fiscal year ending September 30, 1994, ICO's Forms 10-Q for the fiscal quarters ending December 31, 1994 and March 31, 1995, ICO's Prospectus dated June 7, 1994 and ICO's Forms 8-K filed by it with the Securities and Exchange Commission since October 1, 1994. (7) The undersigned and the undersigned's offeree representative, if applicable, has carefully read the documents referred to in Paragraph (6) and fully understands their content and has had an opportunity to ask questions and receive answers from executive officers of ICO with respect to this investment. (8) The undersigned, either alone or acting with the undersigned's offeree representative, has such knowledge and experience in financial and business matters in general and investments in particular that he or she is capable of evaluating the merits and risks of the investment in ICO and has obtained sufficient information from the documents provided under Paragraph (6) to evaluate the merits and risks of such investment. (9) The undersigned has received copies of the annual financial statements of ICO and other pertinent business and financial records of ICO and has been provided with current interim financial statements of ICO. The undersigned has also had an opportunity to ask questions and receive answers from executive officers of ICO with respect to its business and operations and its value. (10) The undersigned irrevocably appoints the Chairman of the Board and the President of ICO, or either of them, as the true and lawful proxy of the undersigned to vote all Shares of ICO acquired in the merger at any annual or special Shareholders' meeting of ICO, cumulatively or otherwise, on any matter on which shareholders are entitled to vote. THIS PROXY IS IRREVOCABLE AND COUPLED WITH AN INTEREST REGARDING SHARES PURCHASED PURSUANT TO THIS AGREEMENT. THIS PROXY SHALL EXPIRE UPON THE EARLIEST OF TERMINATION OF EMPLOYMENT OF THE UNDERSIGNED BY ICO, INC. 3 EXHIBIT 2 OR ANY DIRECT OR INDIRECT SUBSIDIARY THEREOF, THE TRANSFER OF SUCH SHARES TO A PERSON NOT AFFILIATED WITH OR AN IMMEDIATE FAMILY MEMBER OF THE UNDERSIGNED OR TEN YEARS AFTER THE DATE OF THIS AGREEMENT. The grant of this proxy shall be noted on the certificates for the Shares. Very truly yours, /s/ Raymond J. Dixon, Jr. --------------------------------- Raymond J. Dixon, Jr. EX-99.3 4 h83644ex99-3.txt VOTING AGREEMENTS & IRREVOCABLE PROXY - 07/19/1996 1 EXHIBIT 3 VOTING AGREEMENT AND IRREVOCABLE PROXY WHEREAS, pursuant to an Agreement and Plan of Merger (the "Merger Agreement") dated of even date herewith among ICO, Inc., a Texas corporation ("ICO"), ICO Acquisition of Indiana, Inc., an Indiana corporation and wholly-owned subsidiary of ICO ('Sub"), Polymer Service of Indiana, Inc., an Indiana corporation ("PSI") and the shareholders of PSI (including the undersigned), PSI is to be merged with and into Sub and become a wholly-owned subsidiary of ICO (the "Merger"), and, in connection with the Merger, the undersigned shareholder of PSI will receive, among other consideration, certain shares of the Common Stock, no par value, of ICO (the "Common Stock") in exchange for the shares of common stock of PSI owned by him at the effective time of the Merger; and WHEREAS, to induce ICO and Sub to enter the Merger Agreement, the undersigned wishes to enter this agreement to grant the Chairman of the Board or the President of ICO or, either of them, as designated officers of ICO, as his proxy with respect to the voting of shares of Common Stock owned by the undersigned in the manner set forth below; NOW THEREFORE, in consideration of the foregoing, the undersigned hereby agrees as follows: 1. Agreement to Vote Shares. The undersigned hereby agrees that, except with respect to any merger, sale of all or substantially all of the assets or liquidation or dissolution of the Company, or any transaction having the same effect, with respect to all matters hereafter submitted to a vote or consent of the shareholders of ICO, he will vote all shares of Common Stock received by him pursuant to the Merger Agreement at the direction of the Chairman of the Board or the President of ICO, if so requested by either such person. 2. Grant of Proxy. The undersigned hereby revokes any prior proxies and appoints the Chairman of the Board and the President of ICO, or either of them, with or without the other, proxies, with full power of substitution, to vote in their sole discretion all shares of Common Stock that the undersigned is entitled to vote at any special or annual meeting of the shareholders of ICO (or any postponement or adjournment thereof), cumulatively or otherwise, on any matters on which the shareholders are entitled to vote. In addition, such proxies are granted the power to execute written consents with respect to any matter to which they would be entitled to vote at a meeting of the shareholders of ICO as set forth above. 3. Representations and Warranties. The undersigned represents, warrants and acknowledges that he has full power and authority to execute this Voting Agreement and Irrevocable Proxy ("Agreement"), and that this Agreement is binding and enforceable against him in accordance with its terms. 4. Proxy Irrevocable. THE UNDERSIGNED AGREES AND ACKNOWLEDGES THAT, AS A SHAREHOLDER OF PSI, HE WILL RECEIVE SUBSTANTIAL CONSIDERATION IN CONNECTION WITH THE MERGER, AND THAT THIS AGREEMENT IS EXECUTED BY THE UNDERSIGNED IN CONSIDERATION FOR EXECUTION OF THE MERGER AGREEMENT BY ICO AND SUB, AND THAT THE PROXY GRANTED IN PARAGRAPH 2 HEREOF SHALL BE DEEMED TO BE COUPLED 2 EXHIBIT 3 WITH AN INTEREST AND IS IRREVOCABLE. THE UNDERSIGNED FURTHER AGREES THAT HE WILL NOT GRANT ANY PROXY OR PROXIES INCONSISTENT WITH THIS AGREEMENT. 5. Termination Transferability of Shares. The provisions of this Agreement shall apply to the Common Stock for as long as the Common Stock is owned by the undersigned or any person or entity related or affiliated to the undersigned or ten (10) years from the date hereof, whichever is shorter. The undersigned will not transfer any shares of Common Stock received by him in the Merger to a person or entity related or affiliated with the undersigned unless the transferee agrees that the shares transferred will remain subject to this Agreement. ICO shall have the right to refuse to transfer, and to instruct its transfer agent to refuse to transfer, any of the Common Stock unless the foregoing provisions have been satisfied. IN WITNESS WHEREOF, the undersigned has executed this Agreement as of this 19 day of July 1996. /s/ Joe Moore --------------------------------- (Signature) Joe Moore --------------------------------- (Name) Agreed to and Accepted by ICO By: /s/ Jon C. Biro ----------------------- Name: Jon C. Biro Title: Treasurer Date: July 18, 1996 EX-99.4 5 h83644ex99-4.txt VOTING AGREEMENTS & IRREVOCABLE PROXY - 12/09/1996 1 EXHIBIT 4 VOTING AGREEMENT AND IRREVOCABLE PROXY WHEREAS, pursuant to an Agreement and Plan of Merger (the "Merger Agreement") dated of even date herewith among ICO, Inc., a Texas corporation ("ICO"), ICO Acquisition, Inc., a Texas corporation and wholly-owned subsidiary of ICO ("Sub"), Bayshore Industrial, Inc., a Texas corporation ("Bayshore") and the shareholders of Bayshore (including the undersigned), Bayshore is to be merged with and into Sub and become a wholly-owned subsidiary of ICO (the "Merger") and, in connection with the Merger, the undersigned shareholder of Bayshore will receive, among other consideration, certain shares of the Common Stock, no par value, of ICO (the "Common Stock") in exchange for the shares of common stock of Bayshore owned by him or her at the effective time of the Merger; and WHEREAS, to induce ICO and Sub to enter the Merger Agreement, the undersigned wishes to enter this agreement to grant the Chairman of the Board or the President of ICO or, either of them, as designated officers of ICO, as his or her proxy with respect to the voting of shares of Common Stock owned by the undersigned in the manner set forth below; NOW THEREFORE, in consideration of the foregoing, the undersigned hereby agrees as follows: 1. Agreement to Vote Shares. The undersigned hereby agrees that except with respect to any merger, sale of all or substantially all of the assets or liquidation or dissolution of the Company, or any transaction having the same effect, with respect to all matters hereafter submitted to a vote or consent of the shareholders of ICO, he or she will vote all shares of Common Stock received by him or her pursuant to the Merger Agreement at the direction of the Chairman of the Board or the President of ICO, if so requested by either such person. 2. Grant of Proxy. The undersigned hereby revokes any prior proxies and appoints the Chairman of the Board and the President of ICO, or either of them, with or without the other, proxies, with full power of substitution, to vote in their sole discretion all shares of Common Stock that the undersigned is entitled to vote at any special or annual meeting of the shareholders of ICO (or any postponement or adjournment thereof), cumulatively or otherwise, on any matters on which the shareholders are entitled to vote. In addition, such proxies are granted the power to execute written consents with respect to any matter to which they would be entitled to vote at a meeting of the shareholders of ICO as set forth above. 3. Representations and Warranties. The undersigned represents, warrants and acknowledges that he or she has full power and authority to execute this Voting Agreement and Irrevocable Proxy ("Agreement"), and that this Agreement is binding and enforceable against him or her in accordance with its terms. 4. Proxy Irrevocable. THE UNDERSIGNED AGREES AND ACKNOWLEDGES THAT, AS A SHAREHOLDER OF BAYSHORE, HE OR SHE WILL RECEIVE SUBSTANTIAL CONSIDERATION IN CONNECTION WITH THE MERGER, AND THAT THIS AGREEMENT IS EXECUTED BY THE UNDERSIGNED IN CONSIDERATION FOR EXECUTION OF THE MERGER AGREEMENT BY ICO AND SUB, AND THAT THE PROXY GRANTED IN PARAGRAPH 2 HEREOF SHALL BE DEEMED TO BE COUPLED 2 EXHIBIT 4 WITH AN INTEREST AND IS IRREVOCABLE. THE UNDERSIGNED FURTHER AGREES THAT HE OR SHE WILL NOT GRANT ANY PROXY OR PROXIES INCONSISTENT WITH THIS AGREEMENT. 5. Termination; Transferability of Shares. The provisions of this Agreement shall apply to the Common Stock for as long. as the Common Stock is owned by the undersigned or any person or entity related or affiliated to the undersigned or ten (10) years from the date hereof, whichever is shorter. Notwithstanding the foregoing, this Agreement shall terminate at such time as i) the undersigned ceases to be an employee of Bayshore, ICO or a related entity, or ii) either one or both of Asher Pacholder and Sylvia Pacholder shall cease to serve ICO as Chairman of the Board and President and Chief Executive Officer, respectively. The undersigned will not transfer any shares of Common Stock received by him or her in the Merger to a person or entity related or affiliated with the undersigned unless the transferee agrees that the shares transferred will remain subject to this Agreement. ICO shall have the right to refuse to transfer, and to instruct its transfer agent to refuse to transfer, any of the Common Stock unless the foregoing provisions have been satisfied. IN WITNESS WHEREOF, the undersigned has executed this Agreement as of this 10 day of December, 1996. /s/ Eddie Johnson ---------------------------------- EDDIE JOHNSON Agreed to and Accepted by ICO, Inc. By: /s/ Asher O. Pacholder --------------------------- Name: Asher O. Pacholder Title: Chairman Date: December 10, 1996 3 EXHIBIT 4 VOTING AGREEMENT AND IRREVOCABLE PROXY WHEREAS, pursuant to an Agreement and Plan of Merger (the "Merger Agreement') dated of even date herewith among ICO, Inc., a Texas corporation ("ICO"), ICO Acquisition, Inc., a Texas corporation and wholly-owned subsidiary of ICO ("Sub"), Bayshore Industrial, Inc., a Texas corporation ("Bayshore") and the shareholders of Bayshore (including the undersigned), Bayshore is to be merged with and into Sub and become a wholly-owned subsidiary of ICO (the "Merger") and, in connection with the Merger, the undersigned shareholder of Bayshore will receive, among other consideration, certain shares of the Common Stock, no par value, of ICO (the "Common Stock") in exchange for the shares of common stock of Bayshore owned by him or her at the effective time of the Merger; and WHEREAS, to induce ICO and Sub to enter the Merger Agreement, the undersigned wishes to enter this agreement to grant the Chairman of the Board or the President of ICO or, either of them, as designated officers of ICO, as his or her proxy with respect to the voting of shares of Common Stock owned by the undersigned in the manner set forth below; NOW THEREFORE, in consideration of the foregoing, the undersigned hereby agrees as follows: 1. Agreement to Vote Shares. The undersigned hereby agrees that except with respect to any merger, sale of all or substantially all of the assets or liquidation or dissolution of the Company, or any transaction having the same effect, with respect to all matters hereafter submitted to a vote or consent of the shareholders of ICO, he or she will vote all shares of Common Stock received by him or her pursuant to the Merger Agreement at the direction of the Chairman of the Board or the President of ICO, if so requested by either such person. 2. Grant of Proxy. The undersigned hereby revokes any prior proxies and appoints the Chairman of the Board and the President of ICO, or either of them, with or without the other, proxies, with full power of substitution, to vote in their sole discretion all shares of Common Stock that the undersigned is entitled to vote at any special or annual meeting of the shareholders of ICO (or any postponement or adjournment thereof), cumulatively or otherwise, on any matters on which the shareholders are entitled to vote. In addition, such proxies are granted the power to execute written consents with respect to any matter to which they would be. entitled to vote at a meeting of the shareholders of ICO as set forth above. 3. Representations and Warranties. The undersigned represents, warrants and acknowledges that he or she has full power and authority to execute this Voting Agreement and Irrevocable Proxy ("Agreement"), and that this Agreement is binding and enforceable against him or her in accordance with its terms. 4. Proxy Irrevocable. THE UNDERSIGNED AGREES AND ACKNOWLEDGES THAT, AS A SHAREHOLDER OF BAYSHORE, HE OR SHE WILL RECEIVE SUBSTANTIAL CONSIDERATION IN CONNECTION WITH THE MERGER, AND THAT THIS AGREEMENT IS EXECUTED BY THE UNDERSIGNED IN CONSIDERATION FOR EXECUTION OF THE MERGER AGREEMENT BY ICO AND SUB, AND THAT THE PROXY GRANTED IN PARAGRAPH 2 HEREOF SHALL BE DEEMED TO BE COUPLED 4 WITH AN INTEREST AND IS IRREVOCABLE. THE UNDERSIGNED FURTHER AGREES THAT HE OR SHE WILL NOT GRANT ANY PROXY OR PROXIES INCONSISTENT WITH THIS AGREEMENT. 5. Termination; Transferability of Shares. The provisions of this Agreement shall apply to the Common Stock for as long. as the Common Stock is owned by the undersigned or any person or entity related or affiliated to the undersigned or ten (10) years from the date hereof, whichever is shorter. Notwithstanding the foregoing, this Agreement shall terminate at such time as i) the undersigned ceases to be an employee of Bayshore, ICO or a related entity, or ii) either one or both of Asher Pacholder and Sylvia Pacholder shall cease to serve ICO as Chairman of the Board and President and Chief Executive Officer, respectively. The undersigned will not transfer any shares of Common Stock received by him or her in the Merger to a person or entity related or affiliated with the undersigned unless the transferee agrees that the shares transferred will remain subject to this Agreement. ICO shall have the right to refuse to transfer, and to instruct its transfer agent to refuse to transfer, any of the Common Stock unless the foregoing provisions have been satisfied. IN WITNESS WHEREOF, the undersigned has executed this Agreement as of this 10 day of December, 1996. /s/ Max Kloesel --------------------------------- MAX KLOESEL Agreed to and Accepted by ICO, Inc. By: /s/ Asher O. Pacholder ------------------------------ Name: Asher O. Pacholder Title: Chairman Date: December 10, 1996 5 EXHIBIT 4 VOTING AGREEMENT AND IRREVOCABLE PROXY WHEREAS, pursuant to an Agreement and Plan of Merger (the "Merger Agreement') dated of even date herewith among ICO, Inc., a Texas corporation ("ICO"), ICO Acquisition, Inc., a Texas corporation and wholly-owned subsidiary of ICO ("Sub"), Bayshore Industrial, Inc., a Texas corporation ("Bayshore") and the shareholders of Bayshore (including the undersigned), Bayshore is to be merged with and into Sub and become a wholly-owned subsidiary of ICO (the "Merger") and, in connection with the Merger, the undersigned shareholder of Bayshore will receive, among other consideration, certain shares of the Common Stock, no par value, of ICO (the "Common Stock") in exchange for the shares of common stock of Bayshore owned by him or her at the effective time of the Merger; and WHEREAS, to induce ICO and Sub to enter the Merger Agreement, the undersigned wishes to enter this agreement to grant the Chairman of the Board or the President of ICO or, either of them, as designated officers of ICO, as his or her proxy with respect to the voting of shares of Common Stock owned by the undersigned in the manner set forth below; NOW THEREFORE, in consideration of the foregoing, the undersigned hereby agrees as follows: 1. Agreement to Vote Shares. The undersigned hereby agrees that except with respect to any merger, sale of all or substantially all of the assets or liquidation or dissolution of the Company, or any transaction having the same effect, with respect to all matters hereafter submitted to a vote or consent of the shareholders of ICO, he or she will vote all shares of Common Stock received by him or her pursuant to the Merger Agreement at the direction of the Chairman of the Board or the President of ICO, if so requested by either such person. 2. Grant of Proxy. The undersigned hereby revokes any prior proxies and appoints the Chairman of the Board and the President of ICO, or either of them, with or without the other, proxies, with full power of substitution, to vote in their sole discretion all shares of Common Stock that the undersigned is entitled to vote at any special or annual meeting of the shareholders of ICO (or any postponement or adjournment thereof), cumulatively or otherwise, on any matters on which the shareholders are entitled to vote. In addition, such proxies are granted the power to execute written consents with respect to any matter to which they would be. entitled to vote at a meeting of the shareholders of ICO as set forth above. 3. Representations and Warranties. The undersigned represents, warrants and acknowledges that he or she has full power and authority to execute this Voting Agreement and Irrevocable Proxy ("Agreement"), and that this Agreement is binding and enforceable against him or her in accordance with its terms. 4. Proxy Irrevocable. THE UNDERSIGNED AGREES AND ACKNOWLEDGES THAT, AS A SHAREHOLDER OF BAYSHORE, HE OR SHE WILL RECEIVE SUBSTANTIAL CONSIDERATION IN CONNECTION WITH THE MERGER, AND THAT THIS AGREEMENT IS EXECUTED BY THE UNDERSIGNED IN CONSIDERATION FOR EXECUTION OF THE MERGER AGREEMENT BY ICO AND SUB, AND THAT THE PROXY GRANTED IN PARAGRAPH 2 HEREOF SHALL BE DEEMED TO BE COUPLED 6 EXHIBIT 4 WITH AN INTEREST AND IS IRREVOCABLE. THE UNDERSIGNED FURTHER AGREES THAT HE OR SHE WILL NOT GRANT ANY PROXY OR PROXIES INCONSISTENT WITH THIS AGREEMENT. 5. Termination; Transferability of Shares. The provisions of this Agreement shall apply to the Common Stock for as long. as the Common Stock is owned by the undersigned or any person or entity related or affiliated to the undersigned or ten (10) years from the date hereof, whichever is shorter. Notwithstanding the foregoing, this Agreement shall terminate at such time as i) the undersigned ceases to be an employee of Bayshore, ICO or a related entity, or ii) either one or both of Asher Pacholder and Sylvia Pacholder shall cease to serve ICO as Chairman of the Board and President and Chief Executive Officer, respectively. The undersigned will not transfer any shares of Common Stock received by him or her in the Merger to a person or entity related or affiliated with the undersigned unless the transferee agrees that the shares transferred will remain subject to this Agreement. ICO shall have the right to refuse to transfer, and to instruct its transfer agent to refuse to transfer, any of the Common Stock unless the foregoing provisions have been satisfied. IN WITNESS WHEREOF, the undersigned has executed this Agreement as of this 10 day of December, 1996. /s/ Carol C. Munn -------------------------------- CAROL C. MUNN Agreed to and Accepted by ICO, Inc. By: /s/ Asher O. Pacholder --------------------------- Name: Asher O. Pacholder Title: Chairman Date: December 10, 1996 EX-99.5 6 h83644ex99-5.txt INVESTMENT ADVISORY AGREEMENT - DATED 08/20/1998 1 EXHIBIT 5 INVESTMENT ADVISORY AGREEMENT AGREEMENT ("Agreement") made as of the 17 day of December, 1997 by and between Pacholder Heron, L.P., a Delaware limited partnership, (hereinafter called the "Fund"), and Pacholder Associates, Inc. (hereinafter called the "Advisor"), WHEREAS, The Advisor is registered as an investment advisor under the Investment Advisers Act of 1940 (the "Act"), and engages in the business of acting as investment advisor; and WHEREAS, The Fund desires to retain the Advisor to render management and investment advisory services in the manner and on the terms and conditions hereafter set forth; and WHEREAS, The Advisor desires to be retained to perform services on said terms and conditions; NOW, THEREFORE, in consideration of the promises and the mutual covenants hereinafter contained, the Fund and the Advisor agree as follows: 1. Duties and Responsibilities of Advisor. A. Investment Advisory Services. The Fund hereby retains the Advisor to act as investment manager of the Fund and, subject to the supervision of the Fund's General Partner's Board of Managers, to supervise the investment activities of the Fund as hereinafter set forth. Without limiting the generality of the foregoing, the Advisor: (i) shall obtain and evaluate such information and advice relating to the economy, securities market and Securities as it deems necessary or useful to discharge its duties hereunder; (ii) shall continuously manage the assets of the Fund in a manner consistent with the investment objectives and policies of the Fund; (iii) shall determine the securities to be purchased, sold or otherwise disposed of by the Fund and the timing of such purchases, sales and dispositions; and (iv) shall take such further action, including the placing of purchase and sale orders on behalf of the Fund, as the Advisor shall deem necessary or appropriate. The Advisor shall also furnish to or place at the disposal of the Fund such of the information, evaluations, analyses and opinions formulated or obtained by the Advisor in the discharge of its duties as the Fund may, from time to time, reasonably request. B. Reports. The Advisor shall furnish monthly portfolio valuations, quarterly reports to partners and such other information, reports, evaluations, analyses and opinions as the Fund may, at any time or from time to time, reasonably request or as the Advisor may deem helpful to the Fund. 2 EXHIBIT 5 C. Fund Personnel. The Advisor agrees to permit individuals who are officers or employees of the Advisor to serve as managers of the Fund's General Partner without remuneration from or other cost to the Fund. D. Personnel, Office Space, and Facilities of Advisor. The Advisor at its own expense shall furnish or provide and pay the cost of such office space, office equipment, office personnel, and office services as the Advisor requires in the performance of its investment advisory and other obligations under this Agreement. E. Accounting and Recordkeeping Services. (i) The Advisor shall be responsible for (i) accounting relating to the Fund and investment transactions of the Fund, (ii) the determination of net asset value of the outstanding partners' interests in the Fund as of the last day of each calendar month and in the manner described in the Fund's Private Offering memorandum ("pricing"), and the timely communication of such information to the Fund's General Partner, (iii) maintaining the books of account of the Fund and (iv) monitoring, in conjunction with the Fund's custodian (the "Custodian"), all corporate actions taken by companies whose securities are held by the Custodian for the Fund which affect such securities. (ii) The Advisor shall create and maintain all necessary records in 0accordance with all applicable laws, rules and regulations, and those records pertaining to the various functions performed by it hereunder. All records shall be the property of the Fund at all times and shall be available for inspection and use by the Fund. (iii) The Advisor shall make available during regular business hours all records and other data created and maintained pursuant to this Agreement for reasonable audit and inspection by the Fund, any person retained by the Fund, or any regulatory agency having authority over the Fund. Upon notice by the Fund, the Advisor shall make available during regular business hours its facilities and premises employed in connection with its performance of this Agreement for visitation by any person designated by the Fund, or any regulatory agency having authority over the Fund. 2. Allocation of Expenses. A. Expenses Paid by Advisor. The Advisor shall bear the cost of rendering the investment management and supervisory services to be performed by it under this Agreement. Notwithstanding the foregoing, Advisor shall not be responsible for the costs of retaining professional consultants in the legal, accounting, investment banking or other specialized areas in connection with the review, analysis or due diligence of investments or potential investments on behalf of the Fund or in connection with capital restructurings, bankruptcy proceedings or other transactions involving issuers of securities or similar instruments in which the Fund has invested. B. Expenses Paid by Fund. The Fund assumes and shall pay or cause to be paid all other expenses of the Fund, including, without limitation; the charges and expenses of any registrar, any custodian or depository appointed by the Fund for the safekeeping of its cash, portfolio securities and other property; brokers' commissions chargeable to the Fund in 3 EXHIBIT 5 connection with portfolio transactions to which the Fund is a party; all taxes, including securities issuance and transfer taxes, and fees payable by the Fund to federal, state or other governmental agencies; charges and expenses of any outside service used for pricing of the securities and other investments held by the Fund; charges and expenses of legal counsel and accountants of the Fund in connection with any matter relating to the Fund; insurance premiums relating to the property or activities of the Fund and its Partners which inure to the Fund's benefit; extraordinary expenses (including, but not limited to, legal claims and liabilities and litigation costs and any indemnification related thereto); fees and expenses of counsel accountants and investment bankers retained in connection with the Fund's investments; and all other charges and costs of the Fund's operation unless otherwise explicitly provided herein. 3. Advisory Fee. A. In return for its services pursuant to this Agreement, Advisor will receive an annual fee equal to .50% of the fair market value of the net assets of the Partnership, including accrued interest, on the day immediately prior to the date on which the fee is to be paid (the "Advisory Fee"). Fees will be payable quarterly in advance from Partnership assets, based on the value of the Partnership assets on the day immediately preceding such payment date. For any period less than three (3) full months for which an Advisory Fee is paid, the Advisory Fee will be prorated on the basis of the actual number of days in that period and the Advisor will return to the Partnership, based upon such proration, the excess portion of the Advisory Fee paid at the beginning of such period. B. Any fees paid to the Advisor or to any of its Affiliates by any portfolio company or by any creditors committee or board of directors of any portfolio company shall not be required to be paid by the Advisor or any of its Affiliates to the partnership or any Partner and shall not be available as an offset or credit against the Advisory Fee. 4. Brokerage. Subject to the approval of the Board of Managers of the General Partner of the Fund, the Advisor, in carrying out its duties under Paragraph 1.A., may cause the Fund to pay a broker-dealer which furnishes brokerage or research services, as such services are defined under Section 28(e) of the Securities Exchange Act of 1934, as amended (the "34 Act"), a higher commission than that which might be charged by another broker-dealer which does not furnish brokerage or research services or which furnishes brokerage or research services deemed to be of lesser value, if such commission is deemed reasonable in relation to the brokerage and research services provided by the broker-dealer, viewed in terms of either that particular transaction or the overall responsibilities of the Advisor with respect to the accounts as to which it exercises investment discretion (as such term is defined under Section 3(a) (35) of the 34 Act). 5. Advisor's Use of the ServicEs of Others. The Advisor may employ, retain or otherwise avail itself of the services or facilities of other persons or organizations for the purpose of providing the Advisor or the Fund with such statistical and other factual information, such advice regarding economic factors and trends, such advice as to occasional transactions in specific securities or such other information, advice or 4 EXHIBIT 5 assistance as the Advisor may deem necessary, appropriate or convenient for the discharge of its obligations hereunder or otherwise helpful to the Fund, or in the discharge of Advisor's overall responsibilities with respect to the other accounts which it serves as investment advisor. 6. Limitation of Liability of Advisor. In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of its obligations hereunder, the Advisor shall not be liable to the Fund or any of its investors for any error of judgment or mistake of law or for any act or omission by the Advisor or for any losses sustained by the Fund or its investors. 7. Services to Other Clients. Nothing contained in this Agreement shall prevent the Advisor or any affiliated person of the Advisor from acting as investment advisor or manager for any other person, firm or corporation and shall not in any way bind or restrict the Advisor or any such affiliated person from buying, selling or trading any securities or commodities for their own accounts or for the account of others for whom they may be acting. Nothing in this Agreement shall limit or restrict the right of any director, officer or employee of the Advisor to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any other business whether of a similar or dissimilar nature. 8. Term of Agreement. This Agreement shall remain in effect until terminated by written agreement duly executed by both the Advisor and the Fund, or as follows: (a) the Fund may, at any time and without the payment of any penalty, terminate this Agreement upon thirty days' written notice to the Advisor; (b) this Agreement shall immediately terminate in the event of its assignment (to the extent required by law or regulation); and (c) the Advisor may terminate this Agreement without payment of penalty on one hundred eighty (180) days' written notice to the Fund. Any notice under this Agreement shall be given in writing, addressed and delivered, or mailed post-paid, to the other party at the principal office of such party. 9. Amendment; Entire Agreement. This Agreement may be amended modified or supplemented only by means of a writing duly executed by both the Advisor and the Fund. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes any and all prior or contemporaneous oral or written agreements, understandings or assumptions. 10. Governing Law. This Agreement shall be construed in accordance with the laws of the State of Ohio and the applicable provisions of the Act. To the extent the applicable law of the State of Ohio, or any of the provisions herein, conflict with the applicable provisions of the Act, the latter shall control 5 EXHIBIT 5 11. Custody of Partnership Assets. Neither the Advisor nor any of its Affiliates shall have physical custody of the assets or funds of the Partnership and all transactions with respect to such assets or funds shall be carried out through such entities ("Custodians") other than the Advisor or its Affiliates as the Advisor shall appoint in writing. Each such Custodian shall be either (i) a broker-dealer subject to and in compliance with Rules 15c3-1 and 15c3-3 under the Securities Exchange Act of 1934 (the "Exchange Act"); or (ii) a bank as defined in Section 3(a)(6) of the Exchange Act. IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement on the day and year first above written. PACHOLDER HERON LIMITED PARTNERSHIP BY: OP GENERAL PARTNER LLC BY: /s/ JAMES P. SHANAHAN, JR. ----------------------------------- MANAGER PACHOLDER ASSOCIATES, INC. BY: /s/ JAMES P. SHANAHAN, JR. ----------------------------------- ITS: MANAGING DIRECTOR AND GENERAL COUNSEL EX-99.6 7 h83644ex99-6.txt INVESTMENT ADVISORY AGREEMENT - DATED 08/20/1998 1 EXHIBIT 6 INVESTMENT ADVISORY AGREEMENT AGREEMENT made as of the 20th day of August, 1998, by and between Pacholder Fund, Inc., a Maryland corporation (hereinafter called the "Fund"), and Pacholder & Company, LLC, an Ohio limited liability company (hereinafter called the "Adviser"). WHEREAS, the Fund is engaged in business as a diversified, closed-end management investment company and is registered as such under the Investment Company Act of 1940, as amended (the "1940 Act"); and WHEREAS, the Adviser is registered as an investment adviser under the Investment Advisers Act of 1940, as amended (the "Advisers Act"), and engages in the business of acting as investment adviser; and WHEREAS, the Fund desires to retain the Adviser to render management and investment advisory services in the manner and on the terms and conditions hereinafter set forth; and WHEREAS, the Adviser desires to be retained to perform services on said terms and conditions; NOW, THEREFORE, in consideration of the promises and the mutual covenants hereinafter contained, the Fund and the Adviser agree as follows: 1. Duties and Responsibilities of Adviser. A. Investment Advisory Services. The Fund hereby retains the Adviser to act as investment manager of the Fund and, subject to the supervision of the Fund's Board of Directors, to supervise the investment activities of the Fund as hereinafter set forth giving due consideration to the policies of the Fund as expressed in the Fund's Registration Statement on Form N-2 under the 1940 Act and under the Securities Act of 1933, as amended, as well as to the factors affecting the status of the Fund as a "regulated investment company" under the Internal Revenue Code of 1986, as amended. Without limiting the generality of the foregoing, the Adviser: (i) shall obtain and evaluate such information and advice relating to the economy, securities market and securities as it deems necessary or useful to discharge its duties hereunder; (ii) shall continuously manage the assets of the fund in a manner consistent with the investment objectives and policies of the Fund; (iii) shall determine the securities to be purchased, sold or otherwise disposed of by the Fund and the timing of such purchases, sales and dispositions; and (iv) shall take such further action, including the placing of purchase and sale orders on behalf of the Fund, as the Adviser shall deem necessary or appropriate. The Adviser shall also furnish to or place at the disposal of the Fund such of the information, 2 EXHIBIT 6 evaluations, analyses and opinions formulated or obtained by the Adviser in the discharge of its duties as the Fund may, from time to time, reasonably request. B. Reports to Fund. The Adviser shall furnish to or place at the disposal of the Fund such information, reports, evaluations, analyses and opinions as the Fund may, at any time or from time to time, reasonably request or as the Adviser may deem helpful to the Fund. C. Fund Personnel. The Adviser agrees to permit individuals who are officers or employees of the Adviser to serve (if duly elected or appointed) as officers, directors, members of any committee of directors, members of any advisory board, or members of any other committee of the Fund, without remuneration from or other cost to the Fund. D. Personnel, Office Space, and Facilities of Adviser. The Adviser at its own expense shall furnish or provide and pay the cost of such office space, office equipment, office personnel, and office services as the Adviser requires in the performance of its investment advisory and other obligations under this Agreement. 2. Allocation of Expenses. A. Expenses Paid by Adviser. The Adviser shall bear the cost of rendering the investment management and supervisory services to be performed by it under this Agreement, and shall, at its own expense, pay the compensation of the officers and employees of the Fund who are employees of the Adviser or any corporate affiliate of the Adviser, if any, and provide such office space, facilities and equipment and such clerical help and bookkeeping services as the Fund shall reasonably require in the conduct of its business. The Adviser shall also bear the cost of telephone service, heat, light, power and other utilities provided to the Fund. B. Expenses Paid by Fund. The Fund assumes and shall pay or cause to be paid all other expenses of the Fund, including without limitation: the charges and expenses of any registrar, any custodian or depository appointed by the Fund for the safekeeping of its cash, portfolio securities and other property, and any stock transfer or dividend agent or agents appointed by the Fund; brokers, commissions chargeable to the Fund in connection with portfolio transactions to which the Fund is a party; all taxes, including securities issuance and transfer taxes, and fees payable by the Fund to federal, state or other governmental agencies; the cost and expense of engraving or printing of certificates representing shares of the Fund; all costs and expenses in connection with the registration and maintenance of registration of the Fund and its shares with the Securities and Exchange Commission and various states and other jurisdictions (including filing fees and legal fees and disbursements of counsel and the costs and expenses of preparation, printing (including typesetting) and distributing a prospectus for such purposes); all expenses of stockholders' and directors' meetings and of preparing, printing and mailing proxy statements and reports to stockholders; fees of directors or members of any advisory board or committee who are not employees of the Adviser or any corporate affiliate of the Adviser; travel expenses of directors; all expenses incident to the payment of any dividend reinvestment program; charges and expenses of any outside service used for pricing of the Fund's portfolio securities; charges and expenses of legal counsel, including counsel to the directors of the Fund who are not "interested persons" (as defined in the 1940 Act) of the Fund or the Adviser, and of independent accountants, in connection with any matter relating to the Fund; membership dues of industry associations; interest payable on Fund borrowings; fees and 3 EXHIBIT 6 expenses incident to the listing of the Fund's shares on any stock exchange; postage; insurance premiums on property or personnel (including officers and directors) of the Fund which inure to its benefit; extraordinary expenses (including, but not limited to, legal claims and liabilities and litigation costs and any indemnification related thereto); fees and expenses of counsel, accountants and investment bankers; and all other charges and costs of the Fund's operation unless otherwise explicitly provided herein. 3. Compensation. A. Fulcrum Fee. As full compensation for the services provided, facilities furnished and expenses paid by the Adviser under this Agreement, the Fund agrees to pay the Adviser an annual investment advisory fee, which increases and decreases proportionately based on the investment performance of the Fund in relation to the investment record of the CS First Boston High Yield Index/TM/ (the "Index"). The advisory fee shall be accrued at least weekly and paid quarterly as soon as practicable after the end of each calendar quarter, as follows: (i) If the Fund's investment performance for the twelve months immediately preceding the end of the quarter is equivalent to the investment record of the Index for the same 12-month period, then the advisory fee shall be computed at the annual rate of 0.90% of the Fund's average net assets. The rate at which the advisory fee is computed shall be increased or decreased from the 0.90% fulcrum fee by 10% of the amount by which the investment performance of the Fund exceeds or is less than the investment record of the Index, up to a maximum of 1.40% and down to a minimum of 0.40%. For purposes of calculating the amount of the advisory fee, the Fund's average net assets shall be determined by taking the average of all determinations of such net assets during the applicable 12-month period. The investment performance of the Fund and the investment record of the Index shall be determined in accordance with the Advisers Act and the rules and regulations promulgated thereunder. (ii) The compensation payable to the Adviser after the end of each quarter shall be equal to the amount of the annual advisory fee calculated as provided in sub-paragraph (i) above reduced by the compensation previously paid by the Fund to the Adviser and/or to Pacholder & Company in respect of the applicable 12-month period. In the event that such prior payments should exceed the amount of the annual advisory fee payable hereunder, the Adviser shall remit to the Fund such excess as soon as practicable after the end of the quarter. B. Proration. If the Adviser shall serve for less than the whole of any quarter, the investment advisory fee shall be prorated on the basis of twelve-month period immediately preceding the date of termination of this Agreement. 4. Brokerage. Subject to the approval of the Board of Directors of the Fund, the Adviser, in carrying out its duties under Section 1.A., may cause the Fund to pay a broker-dealer which furnishes brokerage and research services within the meaning of Section 28(e) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), a higher commission than that which might be charged by another broker-dealer, if such commission is deemed reasonable in relation to the brokerage and research services provided by the broker-dealer, viewed in terms of either that particular transaction or the overall responsibilities of the Adviser with respect to 4 EXHIBIT 6 the accounts as to which it exercises investment discretion (as such term is defined under Section 3(a)(35) of the Exchange Act). 5. Adviser's Use of the Services of Others. The Adviser may (at its cost except as contemplated by Sections 2 and 4 of this Agreement) employ, retain or otherwise avail itself of the services or facilities of other persons or organizations for the purpose of providing the Adviser or the Fund with such statistical and other factual information, such advice regarding economic factors and trends, such advice as to occasional transactions in specific securities or such other information, advice or assistance as the Adviser may deem necessary, appropriate or convenient for the discharge of its obligations hereunder or otherwise helpful to the Fund, or in the discharge of Adviser's overall responsibilities with respect to the other accounts which it serves as investment adviser. 6. Ownership of Records. All records required to be maintained and preserved by the Fund pursuant to the provisions of rules or regulations of the Securities and Exchange Commission under Section 31(a) of the 1940 Act and maintained and preserved by the Adviser on behalf of the Fund are the property of the Fund and will be surrendered by the Adviser promptly on request by the Fund. 7. Limitation of Liability of Adviser. The Adviser will use its best efforts in the supervision and management of the investment activities of the Fund, but in the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of its obligations hereunder the Adviser shall not be liable to the Fund or any of its shareholders for any error of judgment or mistake of law or for any act or omission by the Adviser or for any losses sustained by the Fund or its shareholders. 8. Services to Other Clients. Subject to Section 12 of this Agreement, nothing contained in this Agreement shall prevent the Adviser or any affiliated person of the Adviser from acting as investment adviser or manager for any other person, firm or corporation and shall not in any way bind or restrict the Adviser or any such affiliated person from buying, selling or trading any securities or commodities for their own accounts or for the account of others for whom they may be acting. Nothing in this Agreement shall limit or restrict the right of any director, officer or employee of the Adviser to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any other business whether of a similar or dissimilar nature. 9. Use of Adviser's Name. The Fund may include the name "Pacholder" or any other name derived from the name "Pacholder" only for so long as this Agreement or any extension, renewal or amendment hereof remains in effect, connected with the Adviser, or with any organization which shall have succeeded to the Adviser's business as investment adviser. At such time as this Agreement or any extension, renewal or amendment hereof, or such other similar agreement shall no longer be in effect, the Fund will (by corporate action, if necessary) cease to use any name derived from the name "Pacholder", any name similar thereto or any other name indicating that it is advised or otherwise connected with the Adviser, or with any organization which shall have succeeded to the Adviser's business as investment adviser. 5 EXHIBIT 6 10. Term of Agreement. This Agreement shall become effective as of the date first written above and, unless sooner terminated as provided herein shall continue in effect until June 30, 1999. Thereafter, if not terminated, this Agreement shall continue in effect for successive periods of 12 months each ending on June 30 of each year, provided such continuance is specifically approved at least annually by the vote of holders of "a majority of the outstanding voting securities" (as defined in the 1940 Act) of the Fund or by the Board of Directors of the Fund, and, in either event, by the vote of a majority of the directors of the Fund who are not parties to this Agreement or "interested persons" (as defined in the 1940 Act) of any such party, cast in person at a meeting called for the purpose of voting on such approval. Notwithstanding the foregoing, (a) the Fund may, at any time and without the payment of any penalty, terminate this Agreement upon 30 days' written notice to the Adviser, either by majority vote of the directors of the Fund or by the vote of the holders of a majority of the outstanding voting securities of the Fund; (b) this Agreement shall immediately terminate in the event of its assignment (to the extent required by the 1940 Act and the rules thereunder) unless such automatic termination shall be prevented by an exemptive order of the Securities and Exchange Commission; and (c) the Adviser may terminate this Agreement without payment of penalty on 180 days' written notice to the Fund. In the event the Adviser elects to terminate this Agreement, the advisory fee payable during the 180-day period will be the lesser of the fee payable under this Agreement or the fee which will be payable to the Adviser under any new advisory agreement with the Fund. Any notice under this Agreement shall be given in writing, addressed and delivered, or mailed post-paid, to the other party at the principal office of such party. 11. Amendment. This Agreement may be amended by the parties without the vote or consent of the stockholders of the Fund to supply any omission, to cure, correct or supplement any ambiguous, defective or inconsistent provision hereof, or if they deem it necessary to conform this Agreement to the requirements of applicable federal laws or regulations, but neither the Fund nor the Adviser shall be liable for failing to do so. 12. Allocation of Services. The Adviser reserves the right to manage other investment accounts, including those with investment objectives similar to the Fund. Securities considered as investments for the Fund may also be appropriate for other investment accounts managed by the Adviser. Subject to applicable laws and regulations, the Adviser will attempt to allocate equitably portfolio transactions among the portfolios of its other investment accounts whenever decisions are made to purchase or sell securities by the Fund and one or more of such other accounts simultaneously. In making such allocations, the main factors to be considered by the Adviser will be the respective investment objectives of the Fund and such other accounts, the relative size of portfolio holdings of the same or comparable securities, the availability of cash for investment by the Fund and such other accounts, the size of investment commitments generally held by the Fund and such accounts, and the opinions of the persons responsible for recommending investments to the Fund and such other accounts. 13. Governing Law. This Agreement shall be construed in accordance with the laws of the State of Ohio and the applicable provisions of the 1940 Act and the Advisers Act. To the extent the applicable law of the State of Ohio, or any of the provisions herein, conflict with the applicable provisions of the 1940 Act or the Advisers Act, the latter shall control. 6 EXHIBIT 6 IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement on the day and year first above written in Cincinnati, Ohio. WITNESS PACHOLDER FUND, INC. _________________________________ By:____________________________________ James E. Gibson Senior Vice President WITNESS PACHOLDER & COMPANY, LLC _________________________________ By:____________________________________ William J. Morgan President -----END PRIVACY-ENHANCED MESSAGE-----