-----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, Ey9GRUfHmiPKC09S4tQKwT+paDdI4nAz2+H1hFUdv+r4iORZDCkxHH4O1Ng3S7KA k03FKVU1x0Jx5ZHN6q75Eg== 0000950129-01-502714.txt : 20010821 0000950129-01-502714.hdr.sgml : 20010821 ACCESSION NUMBER: 0000950129-01-502714 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010817 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20010820 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08327 FILM NUMBER: 1719478 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 8-K 1 h90180e8-k.txt ICO, INC. - DATED AUGUST 17, 2001 1 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------------- FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 17, 2001 -------------------- ICO, INC. (Exact name of registrant as specified in its charter) TEXAS 0-10068 76-0566682 (State or other jurisdiction (Commission File (I.R.S. Employer of incorporation) Number) Identification No.)
5333 WESTHEIMER ROAD SUITE 600 HOUSTON, TEXAS 77056 (Address of principal executive offices and zip code) (713) 351-4100 (Registrant's telephone number, including area code) 11490 WESTHEIMER SUITE 1000 HOUSTON, TEXAS 77077 (Former name or former address, if changed since last report) ================================================================================ 2 ITEM 5. OTHER EVENTS. On August 17, 2001, ICO, Inc. ("ICO") issued a press release announcing that its Board of Directors had rejected the revised terms of the offer from Varco International, Inc. to acquire the oilfield services business of ICO. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (a) Financial Statements of Business Acquired. Not applicable. (b) Pro Forma Financial Information. Not applicable. (c) Exhibits Exhibit Description 99.1 Press Release dated August 17, 2001. 3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ICO, INC. Date: August 17, 2001 By: /s/ Christopher N. O'Sullivan -------------------------------------- Name: Christopher N. O'Sullivan Title: Vice Chairman and Chief Financial Officer By: /s/ Jon C. Biro -------------------------------------- Name: Jon C. Biro Title: Senior Vice President, Chief Accounting Officer and Treasurer 4 EXHIBIT INDEX Exhibit No. Description of Exhibit ---------- ---------------------- 99.1 Press Release dated August 17, 2001 EX-99.1 3 h90180ex99-1.txt PRESS RELEASE DATED AUGUST 17, 2001 1 EXHIBIT 99.1 [ICO LETTERHEAD] NEWS RELEASE Contact: Dorianne Eggleston Tim Gollin John F. Williamson Phone: 713-351-4100 Fax: 713-335-2222 Website: www.icoinc.com Pages: 2 - -------------------------------------------------------------------------------- ICO BOARD UNANIMOUSLY REJECTS REVISED VARCO OFFER Houston, August 17, 2001 - Today the Board of Directors of ICO, Inc. (NASDAQ: ICOC) released the text of the following letter which was delivered to Varco International, Inc. (NYSE: VRC): August 17, 2001 Mr. Joseph C. Winkler Executive Vice President and CFO Varco International, Inc. P. O. Box 808 Houston TX 77001 Dear Mr. Winkler: Thank you for your letter of August 9, 2001 (the "Letter") to our Board of Directors, outlining the revised terms of your offer to acquire the oilfield services business of ICO, Inc. We appreciate your meeting with our full Board of Directors to explain the proposal outlined in the Letter. We note that the transaction proposed in the Letter, if consummated, would significantly reduce the consideration to ICO from the terms of your March 20, 2001 letter of intent. Specifically, your Letter: - Substantially reduces the total pre-tax consideration to ICO - Assumes that ICO would bear a substantial tax burden as the result of the transaction - Compels ICO to retain other liabilities post-closing related to the oilfield services business. 2 In addition to these considerations, the form of contract you have proposed includes a number of terms and conditions which were not acceptable to our Board and which were not delineated in your March 20 letter. In view of these issues, our Board has unanimously rejected the offer contained in the Letter. In the future, should Varco submit an improved offer which addresses our concerns, our Board of Directors will carefully evaluate it and any other proposal intended to maximize value for ICO shareholders. Very truly yours, John F. Williamson Chairman of the Board ICO's Board of Directors, the Special Committee of the Board of Directors, and its management team will continue to study strategic options to enhance long-term shareholder value. In its polymers group, ICO, Inc. engineers and produces specialty polymers and provides polymer processing services. In its oilfield services group, ICO provides tubular inspection and coating services. Statements regarding group outlook for Polymer Processing Services, increases in exploration activity, increases in demand for services, 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, demand for the Company's services and products, business cycles and other conditions of the oil and gas and polymer 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-----