-----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, MIASCHWXsmVZws4/r8YsZjgkOvSGrVW2cI0LsQhS+AzguRWH+/mTEJ8gmvwa538c 0ft+5STAymaMpjGox6GITw== 0001218559-05-000006.txt : 20050214 0001218559-05-000006.hdr.sgml : 20050214 20050214161805 ACCESSION NUMBER: 0001218559-05-000006 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050214 DATE AS OF CHANGE: 20050214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ICO INC CENTRAL INDEX KEY: 0000353567 STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS PRODUCTS, NEC [3089] IRS NUMBER: 760566682 STATE OF INCORPORATION: TX FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-34170 FILM NUMBER: 05610568 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: WILLOUGHBY WILLIAM C CENTRAL INDEX KEY: 0001218559 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: BUSINESS PHONE: 2157668896 MAIL ADDRESS: STREET 1: 6250 COVERED BRIDGE ROAD CITY: PIPERSVILLE STATE: PA ZIP: 18947 SC 13G 1 willou.txt SCHEDULE 13G 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 ICO, INC. (NAME OF ISSUER) Common Stock, No par value (TITLE OF CLASS OF SECURITIES) 449293109 (CUSIP NUMBER) February 14, 2005 (DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: o Rule 13d-1(b) x Rule 13d-1(c) o 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). CUSIP NO. 449293109 13G PAGE 2 of 6 PAGES - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON WILLIAM C. WILLOUGHBY ###-##-#### - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) o (b) o - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 3. SEC USE ONLY - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 4. CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES CITIZEN - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 5. SOLE VOTING POWER: NUMBER OF 797,597 SHARES - - - - - - - - - - - - - - - - - - - - - 6. SHARED VOTING POWER: BENEFICIALLY 1,361,162 OWNED BY - - - - - - - - - - - - - - - - - - - - - 7. SOLE DISPOSITIVE POWER: EACH 797,597 REPORTING - - - - - - - - - - - - - - - - - - - - - PERSON 8. SHARED DISPOSITIVE POWER: WITH 1,361,162 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 2,158,759 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES: o - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 8.5% - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - CUSIP NO. 449293109 13G PAGE 3 of 6 PAGES 12. TYPE OF REPORTING PERSON IN - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON CATHERINE STEPHENS SSN: 143468808 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) o (b) o - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 3. SEC USE ONLY - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 4. CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES CITIZEN - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 5. SOLE VOTING POWER: NUMBER OF 209,591 SHARES - - - - - - - - - - - - - - - - - - - - - - - - - 6. SHARED VOTING POWER: BENEFICIALLY 1,361,162 OWNED BY - - - - - - - - - - - - - - - - - - - - - - - - - - 7. SOLE DISPOSITIVE POWER: EACH 203,551 REPORTING - - - - - - - - - - - - - - - - - - - - - - - - - PERSON 8. SHARED DISPOSITIVE POWER: WITH 1,361,162 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 1,570,753 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES: o - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 6.2% CUSIP NO. 449293109 13G PAGE 4 of 6 PAGES - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 12. TYPE OF REPORTING PERSON IN - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - SECURITIES AND EXCHANGE COMMISSION Washington, D.C. Schedule 13G Under the Securities Exchange Act of 1934 Introductory Note: This Schedule 13G supersedes in its entirety the ownership information of William C. Willoughby and Catherine Stephens as set forth in the Form Schedule 13D originally filed on June 13, 1988, and as amended from time to time, with respect to no par value common stock of ICO, Inc. Item 1(a) Name of Issuer: ICO, Inc. Item 1(b) Address of Issuer's Principal Executive Office: 5333 Westheimer, Suite 600 Houston, Texas 77056 Item 2(a) Names of Person Filing: William C. Willoughby Catherine Stephens Item 2(b) Address of Principal Business Office, or if none, Residence: William C. Willoughby 6250 Covered Bridge Rd. Pipersville, PA 18947 Catherine Stephens 66 Haele Place Makawao, HI 96768 Item 2(c) Citizenship: U.S.A. Item 2(d) Title of Class of Securities: Common Stock, no par value Item 2(e) CUSIP Number: 449293109 Item 3 Filing required pursuant to the Rules 13d-1(b), or 13d-2(b): None of the reporting persons is an entity specified in Rule 13d-1(b). Item 4 Ownership as of December 31, 2004 (a) Amount Beneficially Owned: (i) 797,597 shares owned of record by William C. Willoughby. 71,495 shares owned by Regina Willoughby, William C. Willoughby's wife. William C. Willoughby disclaims beneficial ownership of any shares owned by Regina Willoughby. (ii) 203,551 shares owned of record by Catherine Stephens. 2,840 shares owned by John Bradley Stephens, Catherine Stephens' son. 1,600 shares held in trust for John Bradley Stephens for which Catherine Stephens serves as trustee. 1,600 shares held in trust for Megan Catherine Stephens, Catherine Stephens' daughter, for which Catherine Stephens serves as trustee. Catherine Stephens disclaims beneficial ownership of any shares owned by, or held in trust for, John Bradley Stephens or Megan Catherine Stephens. (iii) 463,238 shares are held in trust for the benefit of William C. Willoughby for which William C. Willoughby and Catherine Stephens serve as co-trustees. 305,693 shares are held in trust for the benefit of William C. Willoughby for which William C. Willoughby and Catherine Stephens serve as co-trustees. 305,692 shares are held in trust for the benefit of Catherine Stephens for which William C. Willoughby and Catherine Stephens serve as co-trustees. 286,539 shares are held in trust for the benefit of Catherine Stephens for which William C. Willoughby and Catherine Stephens serve as co-trustees. As co-trustees, the reporting persons share the power to vote and to dispose of these shares. William C. Willoughby disclaims beneficial ownership of the aggregate of 592,231 shares held in trust for the benefit of Catherine Stephens. Catherine Stephens disclaims beneficial ownership of the aggregate of 768,931 shares held in trust for the benefit of William C. Willoughby. (b) Percent of Class: (i) 8.5% -- as to shares owned of record and beneficially by William C. Willoughby. (ii) 6.2% -- as to shares owned of record and beneficially by Catherine Stephens. (iii) 5.4% -- as to shares held in trusts of which each of the reporting persons is a trustee. (c) Number of shares as to which William C. Willoughby has: (i) sole power to vote or direct the vote: 797,597 shares. (ii) shared power to vote or to direct the vote: 1,361,162 shares. (iii) sole power to dispose or direct the disposition of: 797,597 shares. (iv) shared power to dispose or direct the disposition of: 1,361,162 shares. (d) Number of shares as to which Catherine Stephens has: (i) sole power to vote or direct the vote: 209,591 shares. (ii) shared power to vote or direct the vote: 1,361,162 shares. (iii) sole power to dispose or direct the disposition of: 209,591 shares. (iv) shared power to dispose or direct the disposition of: 1,361,162 shares. Item 5 Ownership of Five Percent or Less of a Class. Not applicable. Item 6 Ownership of more than Five Percent on Behalf of Another Person. Not applicable. Item 7 Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. Not applicable. Item 8 Identification and Classification of Members of the Group. Not applicable. Item 9 Notice of Dissolution of Group. Not applicable. Item 10 Certification By signing below I certify that, to the best of my knowledge and belief, the securities referred to above 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 such securities and were not acquired in connection with or as a participant in any transaction having that purpose 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 2, 2005 /s/ William C. Willoughby William C. Willoughby /s/ Catherine Stephens Catherine Stephens AGREEMENT The undersigned hereby agree in writing pursuant to the provisions of Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934 that the Schedule 13G to which this Agreement is attached is filed on behalf of each of the undersigned. /s/ William C. Willoughby William C. Willoughby /s/ Catherine Stephens Catherine Stephens Dated February 2, 2005 -----END PRIVACY-ENHANCED MESSAGE-----