OMB APPROVAL

-----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, Jfmk4VjNwk/mkg7+IQXqpW+sHZWE5T8fkbQOCGCMpr7N4vJ8I1NZPv2v2SAehU+X CW+gVnf5Al2f37LfRyVL6g== 0001031323-03-000011.txt : 20030318 0001031323-03-000011.hdr.sgml : 20030318 20030318120654 ACCESSION NUMBER: 0001031323-03-000011 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030318 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-34170 FILM NUMBER: 03607255 BUSINESS ADDRESS: STREET 1: 5333 WESTHEIMER ROAD STREET 2: SUITE 600 CITY: HOUSTON STATE: TX ZIP: 77056 BUSINESS PHONE: 7133514100 MAIL ADDRESS: STREET 1: 5333 WESTHEIMER ROAD STREET 2: SUITE 600 CITY: HOUSTON STATE: TX ZIP: 77056 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/A 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/A 1 ico13g5.htm OMB APPROVAL

OMB APPROVAL
OMB Number: 3235-0145
Expires: December 31, 2005
Estimated average burden hours per response . . .11

UNITED STATES
Securities and Exchange Commission
WASHINGTON, D.C. 20549

SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 5)*

ICO, Inc.
(Name of Issuer)

Common Stock
(Title of Class of Securities)

449293109
(CUSIP Number)

December 31, 2002
(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 Afiled@ for the purpose of Section 18 of the Securities Exchange Act of 1934 (AAct@) 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).

1.	Name of reporting persons: 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
Number of Shares beneficially owned by each reporting person with:		5. Sole voting power: 0 6. Shared voting power: 3,860,085 7. Sole dispositive power: 0 8. Shared dispositive power: 3,860,085
9.	Aggregate amount beneficially owned by each reporting person:		3,860,085
10.	Check if the aggregate amount in row (9) excludes certain shares (See Instructions)
11.	Percent of class represented by amount in row (9): 15.64%
12.	Type of reporting person (See Instructions): 1A

Item 1.

(a) Name of issuer: ICO, Inc., a Texas corporation

        (b) Address of issuer's principal executive offices:
                 5333 Westheimer Road, Suite 600
                 Houston, TX 77056

Item 2.

(a) Name of person filing: Kornitzer Capital Management, Inc. ("KCM").

        (b) Address of principal business offices or, if none, residence:
                 5420 West 61^st Place
                 Shawnee Mission KS 66205.

(d) Title of class of securities: Common stock, Convertible Preferred Stock

(e) CUSIP numbers: 449293109

Item 3. If this statement is filed pursuant to Secs. 240.13d-1(b) or 240.13d-2(b) or (c), 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).

(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 Sec. 204.13d-1(b)((1)(ii)(E).

(f) / / An employee benefit plan or endowment fund in accordance with Sec.240.13d-1(b)(1)(ii)(F).

(g) / / A parent holding company or control person in accordance with Sec. 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 section 3(c)(14) of the
Investment Company Act of 1940 (15 U.S.C. 80a-3).

(j) / / Group, in accordance with Sec. 240.13d-1(b)(ii)(J).

Item 4. Ownership.

The following information regarding the aggregate number and percent of the class of securities identified in Item 1 is provided as follows:

(a) Amount beneficially owned: 3,860,085

(b) Percent of class: 15.64%.

(i) sole power to vote or to direct the vote: 0

(ii) shared power to vote or to direct the vote: 3,860,085

(iii) sole power to dispose or to direct the disposition of: 0

(iv) shared power to dispose or to direct the disposition of: 3,860,085

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 5 percent of the class of securities, check the following / / .

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

KCM 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. KCM acts as an investment adviser with respect to the shares of common stock beneficially owned by Great Plains Trust Company, a Kansas trust company ("Great Plains"), and KCM may therefore be deemed also beneficially to own the shares which are included in the shares reported to be owned by Great Plains. Great Plains files its own Schedule 13G with respect to the shares it beneficially owns.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

A parent holding company or control person 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 Sec. 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 and are held in the ordinary course of business and were not acquired and are not 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.

Date: February 14, 2003

KORNITZER CAPITAL MANAGEMENT, INC.

/s/ John C. Kornitzer
By: John C. Kornitzer, President

-----END PRIVACY-ENHANCED MESSAGE-----