-----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, CfEQKpeGwW1h1ZNwi9FfM2E7iOF/69aWWE6PMCBxiCcErFF8sfBn8xHpn0lwhsLu 3rQC2znqqfEfxmOIIsn5NQ== 0000950129-01-000265.txt : 20010123 0000950129-01-000265.hdr.sgml : 20010123 ACCESSION NUMBER: 0000950129-01-000265 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010119 FILER: 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: DEFA14A SEC ACT: SEC FILE NUMBER: 001-08327 FILM NUMBER: 1512068 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 DEFA14A 1 h83120adefa14a.txt ICO, INC. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [ ] Definitive Proxy Statement [ ] Definitive Additional Materials [X] Soliciting Material Pursuant to Section 240.14a-12 ICO, INC. (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): [X] No fee required. [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transaction applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): (4) Proposed maximum aggregate value of transaction: (5) Total fee paid. [ ] Fee paid previously with preliminary materials. [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: (2) Form, Schedule or Registration Statement No.: (3) Filing Party: (4) Date Filed: 2 [ICO Logo Appears Here] Corporate Headquarters 11490 Westheimer, Suite 1000 Houston, Texas 77077 NEWS RELEASE TO: Contact: Jason Duran Al Pacholder Phone: 281-721-4200 Fax: 281-721-4251 Website: www.icoinc.com -------------- Pages: 1 of 2 - ------------------------------------------------------------------------------- ICO, INC. RETAINS BEAR, STEARNS & CO. INC. TO REVIEW ALL STRATEGIC ALTERNATIVES TO BUILD SHAREHOLDER VALUE January 19, 2001 HOUSTON, TEXAS - ICO, Inc. (NASDAQ: ICOC) announced today that it has retained the investment banking firm Bear, Stearns & Co. Inc. to review all strategic alternatives to build shareholder value, pursuant to a December 22, 2000 authorization by ICO's Board of Directors. Dr. Al O. Pacholder, Chairman of the Board, commented: "Our Board is committed to building value for all of our shareholders. While all of our businesses are valuable contributors to ICO, the markets are not fairly valuing the company. The Board looks forward to Bear Stearns' recommendations as we seek to unlock the businesses' true value and deliver it to our shareholders". ICO also announced that it had sent the following letter to Travis Street Partners, a dissident shareholder that has threatened to wage a proxy fight at the 2001 Annual Meeting of Shareholders: 3 [ICO Logo Appears Here] ............................................................................... 11490 Westheimer, Suite 1000 Houston, Texas 77077 Phone: 281-721-4200 Mr. Christopher N. O'Sullivan January 18, 2001 Manager Travis Street Partners, LLC 910 Travis, Suite 2150 Houston, TX 77002 Dear Mr. O'Sullivan: In response to your letter of January 12, the Board of Directors of ICO Inc. is committed to building value for all ICO shareholders, and is studying strategic alternatives to achieve that goal. ICO has retained Bear, Stearns & Co. Inc. to assist us in that review. We are surprised that you ask what was unacceptable about the process you proposed in your December 20 letter. Your letter threatened ICO with a costly and disruptive proxy contest, unless ICO agreed within 48 hours to pursue a transaction with you for ICO or its oilfield services business on the terms you had laid down in your letter, and entered into a definitive agreement to sell the Company or the oilfield services business to you by December 31. To us, that is not a process designed to maximize value for ICO shareholders; instead, it smacks of extortion. You asked about ICO's shareholder rights plan. That plan was implemented to assist the directors in carrying out their responsibilities to shareholders. For example, it was intended to prevent a party that is interested in the Company or its valuable assets from being able to buy control on the cheap and to end up in a position to sell those assets to itself or its affiliates, or to someone else at a profit. Based on your own message board postings, it seems to us that this may be exactly what you have in mind. The shareholder rights are designed to enhance the directors' ability to undertake an uncoerced review of strategic alternatives -- such as the review in which we are now engaged. Be assured that we are working to build value for all ICO shareholders. We intend to follow a process that, in our judgment, is best designed to achieve that objective. Yours sincerely, ICO, Inc. 4 ICO, Inc. (the "Company") strongly advises all shareholders to read the Company's proxy statement, which will be filed with the Securities and Exchange Commission. The Company's proxy statement will contain important information that you should consider before making any decisions about the proposals to be voted on at the Company's Annual Meeting. When completed, the Company's proxy statement will be mailed to all ICO shareholders and will be available at no charge at the SEC's web site at http://sec.gov or from the Company by contacting Innisfree M&A Incorporated at 888-750-5834. In addition, the identity of the people who, under SEC rules, may be considered "participants in the solicitation" of ICO shareholders by ICO's Board of Directors and any description of their interests, is available in an SEC filing under Schedule 14A made by ICO on January 9, 2001. ICO, Inc. serves the global petrochemical, energy and steel industries by providing high technology equipment and services for petrochemical processing and oilfield services. Statements regarding the Board's and its adviser's review of strategic alternatives, future values, as well as any other statements that are not historical facts in this release are forward-looking statements under applicable securities laws and involve certain risks, uncertainties and assumptions. These include but are not limited to, outcome of the review, the market for the Company's businesses and securities, demand for the Company's services and products, business cycles and other conditions of the oil and gas and petrochemical industries, prices of commodities, acquisition risks, international risks, operational risks, and other factors detailed in the Company's Form 10-K for the fiscal year ended September 30, 2000, and its other filings with the Securities and Exchange Commission. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated. -----END PRIVACY-ENHANCED MESSAGE-----