-----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, HA6HnGXUj2k4UFBVkCIHuEzR1vsRsXiQhYdn0IcDdxzVAQ74zzyetSlYejcrZnyD KBSCfiTo/+JQwZOGSmjxKA== 0001031323-99-000005.txt : 19990305 0001031323-99-000005.hdr.sgml : 19990305 ACCESSION NUMBER: 0001031323-99-000005 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990304 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 13G SEC ACT: SEC FILE NUMBER: 005-34170 FILM NUMBER: 99557114 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: KORNITZER CAPITAL MANAGEMENT INC /KS CENTRAL INDEX KEY: 0000898358 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 481069845 STATE OF INCORPORATION: KS FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: P O BOX 918 CITY: SHAWNEE MISSION STATE: KS ZIP: 66201 BUSINESS PHONE: 9136777778 MAIL ADDRESS: STREET 1: PO BOX 918 CITY: SHAWNEE MISSION STATE: KS ZIP: 66201 SC 13G 1 OMB APPROVAL OMB Number: 3235-0145 Expires: August 31, 1999 Estimated average burden hours per response . . . 14.90 UNITED STATES Securities and Exchange Commission WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* ICO, Inc. (Name of Issuer Common Stock (Title of Class of Securities) 449293109 (CUSIP Number) December 31, 1998 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: /X/ Rule 13d-1(b) /_/ Rule 13d-1(c) /_/ Rule 13d-1(d) * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the 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 purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,see the Notes). Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number CUSIP No. 449293109 1. Name of Reporting Persons S.S or I.R.S. Identification Nos. Of Above Persons (Entities Only) Kornitzer Capital Management, Inc. ("KCM") 48-1069845 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) (b) 3. SEC Use Only 4. Citizenship or Place of Organization Kansas 5. Sole Voting Power Number of _____________________________________________________________ Shares 6. Shared Voting Power Beneficially 1,597,437 Owned __________________________________________________________________ By Each 7. Sole Dispositive Power Reporting _____________________________________________________________ Person With: 8. Shared Dispositive Power 1,597,437 9. Aggregate Amount Beneficially Owner by Each Reporting Person 1,597,437 10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) 11. Percent of Class Represented by Amount in Row (9) 6.89% 12. Type of Reporting Person (See Instructions) IA CUSIP No. 449293109 Item 1. (a) Name of Issuer. ICO, Inc. (b) Address of Issuer's Principal Executive Offices. 11490 Westheimer Road, Suite 100, Houston, Texas 77047. Item 2. (a) Name of Persons Filing. Kornitzer Capital Management, Inc. ("KCM"). (b) Address of Principal Business Offices or, if none, Residence. P.O. Box 918, Shawnee Mission, KS 66201. (c) Citizenship. Kansas corporation. (d) Title of Class of Securities. Common stock, no par value (the "Common Stock"), and $1.6875 convertible preferred stock (the "Convertible Stock"). (e) CUSIP Number. 449293109. Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b), check whether the person filing is a: ( a) Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). (b) Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). ( c) Insurance Company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). ( d) Investment Company registered under section 8 of the Investment Company Act (15 U.S.C. 80a-8). (e) x An investment adviser in accordance with section Sect. 204.13d-1(b)((1)(ii)(E). (f) An employee benefit plan or endowment fund in accordance with Sect. 240.13d-1(b)(1)(ii)(F). (g) A parent holding company or control person in accordance with Sect. 240.13d-1(b)(ii)(G). (h) A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813). (i) A church plan that is excluded from the definition of an investment company under Sect. 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3) (j) Group, in accordance with Sect. 240.13d-1(b)(ii)(J). Item 4. Ownership. The percent of Common Stock owned by KCM as of December 31, 1998 exceeds five percent, and the following information is provided as of that date. (a) Amount Beneficially Owned: 1,597,437. KCM's beneficial ownership of the Common Stock consists of 530,050 shares owned directly and 1,067,387 shares it is deemed to beneficially own through its holdings of the Convertible Stock. KCM's Convertible Stock holdings of 389,600 shares converts into shares of Common Stock at a rate of one share of Convertible Stock into 2.7391 Shares of Common Stock. (b) Percent of Class: 6.89%. (c) Number of Shares as to which such person has: (i) sole power to vote or to direct the vote (ii) shared power to vote or to direct the vote 1,597,437 (iii) sole power to dispose or to direct the disposition of (iv) shared power to dispose or to direct the disposition of 1,597,437 Item 5. Ownership of Five Percent or Less of a Class. If this statement is being filed to report the fact that as of the date hereto the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following /_/. Item 6. Ownership of More than Five Percent on Behalf of Another Person. Kornitzer is an investment adviser with respect to the shares of Common Stock for the accounts of other persons who have the right to receive, and the power to direct the receipt of, dividends from, or the proceeds from the sale of, the Common Stock of ICO, Inc. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. A parent holding company is not filing this Schedule, pursuant to Rule 13D-1(b)(ii)(G) promulgated under the Securities Exchange Act of 1934 (the "Act"). Item 8. Identification and Classification of Members of the Group. A group is not filing this Schedule pursuant to Rule 13d-1(b)(ii)(J). Item 9. Notice of Dissolution of Group. A Notice of Dissolution is not applicable to the filing of this Schedule. Item 10. Certification. (a) The following certification shall be included if the statement is filed pursuant to Sect. 240.13d-1(b): By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired and are hot held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purposes or effect. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. February 27, 1999 Date KORNITZER CAPITAL MANAGEMENT, INC. /s/ John C. Kornitzer By: John C. Kornitzer, President -----END PRIVACY-ENHANCED MESSAGE-----