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+-----BEGIN PRIVACY-ENHANCED MESSAGE-----
+Proc-Type: 2001,MIC-CLEAR
+Originator-Name: webmaster@www.sec.gov
+Originator-Key-Asymmetric:
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+MIC-Info: RSA-MD5,RSA,
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+ g/4MrQ67SpBa+hoi7aPdsg==
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+<SEC-DOCUMENT>0000950129-01-000372.txt : 20010130
+<SEC-HEADER>0000950129-01-000372.hdr.sgml : 20010130
+ACCESSION NUMBER:		0000950129-01-000372
+CONFORMED SUBMISSION TYPE:	10-K/A
+PUBLIC DOCUMENT COUNT:		1
+CONFORMED PERIOD OF REPORT:	20000930
+FILED AS OF DATE:		20010129
+
+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:		10-K/A
+		SEC ACT:		
+		SEC FILE NUMBER:	001-08327
+		FILM NUMBER:		1518174
+
+	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
+</SEC-HEADER>
+<DOCUMENT>
+<TYPE>10-K/A
+<SEQUENCE>1
+<FILENAME>h83615ae10-ka.txt
+<DESCRIPTION>ICO, INC. - AMENDMENT - YEAR ENDED SEPT 30, 2000
+<TEXT>
+
+<PAGE>   1
+- --------------------------------------------------------------------------------
+                                  UNITED STATES
+                       SECURITIES AND EXCHANGE COMMISSION
+                             WASHINGTON, D.C. 20549
+- --------------------------------------------------------------------------------
+
+                                   FORM 10-K/A
+
+                ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
+                       THE SECURITIES EXCHANGE ACT OF 1934
+
+                  FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2000
+
+                         COMMISSION FILE NUMBER 0-10068
+
+                                    ICO, INC.
+             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
+
+                TEXAS                                       76-0566682
+    (STATE OR OTHER JURISDICTION                         (I.R.S. EMPLOYER
+  OF INCORPORATION OR ORGANIZATION)                     IDENTIFICATION NO.)
+
+     11490 WESTHEIMER, SUITE 1000
+            HOUSTON, TEXAS                                      77077
+(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                      (ZIP CODE)
+
+       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (281) 721-4200
+
+        SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE.
+
+               SECURITIES REGISTERED PURSUANT TO 12(g) OF THE ACT:
+
+                               TITLE OF EACH CLASS
+                               -------------------
+                           COMMON STOCK, NO PAR VALUE
+             RIGHTS TO PURCHASE JUNIOR PARTICIPATING PREFERRED STOCK
+                          PREFERRED STOCK, NO PAR VALUE
+
+Indicate by check mark whether the registrant (1) has filed all reports required
+to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
+the preceding 12 months (or for such shorter period that the registrant was
+required to file such reports), and (2) has been subject to such filing
+requirements for the past 90 days. Yes  X  No
+                                       ---    ---
+
+Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
+of Regulation S-K is not contained herein, and will not be contained, to the
+best of registrant's knowledge, in definitive proxy or information statements
+incorporated by reference in Part III of this Form 10-K or any amendment to this
+Form 10-K. [ ]
+
+    The aggregate market value of common equity held by nonaffiliates of the
+               Registrant as of December 18, 2000 was $28,981,000
+
+
+        The number of shares outstanding of the Registrant's Common Stock
+       as of December 18, 2000: Common Stock, no par value was 22,686,987
+
+                      DOCUMENTS INCORPORATED BY REFERENCE:
+                                      NONE.
+
+
+
+
+<PAGE>   2
+
+
+
+AMENDMENT
+
+         The purpose of this Amendment is to provide the information required by
+Items 10, 11, 12 and 13 of Part III of this report which ICO, Inc. ("ICO" or the
+"Registrant") originally intended to incorporate by reference from the
+Registrant's proxy statement for the annual meeting of stockholders.
+
+                                    PART III
+
+ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
+
+Directors and Director Nominees
+
+         The following table sets forth for each director and nominee for
+director:
+
+         o  the name and age of such person;
+         o  the year during which that person first became a director (if
+            applicable); and
+         o  the principal position with ICO, if any.
+
+The table has been prepared from information obtained from these persons.
+
+<TABLE>
+<CAPTION>
+    NAME                               AGE         DIRECTOR SINCE      POSITION WITH THE COMPANY
+    ----                               ---         --------------      -------------------------
+<S>                                   <C>          <C>                 <C>
+
+                     Class I Directors whose terms will expire 2004 (if elected or reelected)
+
+William E. Cornelius                    52            1992             Director
+Howard P. Tuckman(1)                    57             --              Director nominee
+George S. Sirusas                       61            1996             Director
+Robin E. Pacholder(1)                   34            1993             Director
+
+                 Class II Directors whose terms will expire 2002
+
+William J. Morgan                       46            1992             Director
+Sylvia A. Pacholder                     58            1993             Chief Executive Officer, President and
+                                                                       Director
+William E. Willoughby                   80            1996             Director
+
+                Class III Directors whose terms will expire 2003
+
+Al O. Pacholder                         63            1990             Chairman of the Board and Chief Financial
+                                                                       Officer
+John F. Williamson                      62            1995             Director
+Walter L. Leib                          71            1996             Director
+James E. Gibson                         36            1996             Director
+</TABLE>
+
+- ---------
+
+(1)  Ms. Robin E. Pacholder's term expires at the 2001 Annual Meeting and Ms.
+     Pacholder will not stand for re-election. Dr. Tuckman has been nominated by
+     the ICO Board of Directors to fill Ms. Pacholder's position.
+
+
+         William E. Cornelius has been an independent manufacturing consultant
+since 1991.
+
+         Howard P. Tuckman has been Dean of the Faculty of Management and
+Professor of Finance and Economics at Rutgers University since January 1999.
+From 1993 until December 1998, Dr. Tuckman was Dean of the Business School and
+Professor at Virginia Commonwealth University. Dr. Tuckman has also served as
+interim dean and professor at Fogelman College of Business and Economics at the
+University of Memphis, as a professor at Florida State University and in the
+Office of Management and Budget for the Executive Office of the U.S. President.
+Dr. Tuckman is a graduate of Cornell University and has a masters degree and a
+Ph.D., both in economics, from the
+
+                                       1
+
+<PAGE>   3
+
+University of Wisconsin. Dr. Tuckman does not currently own any securities of
+ICO. Dr. Tuckman is on the boards of the New Jersey Symphony, the New Jersey
+Chamber of Commerce, University Affiliates, R-Ventures, the Sales and Marketing
+Executives Foundation and the Biotechnology Council of New Jersey.
+
+         George S. Sirusas has been Senior Vice President of Sebastian Realtors
+since July 1998. Mr. Sirusas is retired from New Jersey Savings Bank,
+Somerville, New Jersey where he was employed from 1984 until the bank's merger
+with Summit Bank in 1995. He held the position of Vice President and Commercial
+Lending Officer with Summit Bank from 1995 until 1998. Mr. Sirusas was a Wedco
+Technology, Inc. ("Wedco") director from 1984 until its April 1996 acquisition
+by ICO.
+
+         Robin E. Pacholder, a Chartered Financial Analyst (CFA), has been
+President of Wedco - North America since September 1998. From October 1996 to
+September 1998, Ms. Pacholder was Senior Vice President and General Counsel of
+the Company. From 1994 to October 1996, Ms. Pacholder was Senior Vice President
+and Associate General Counsel of Pacholder Associates, Inc. Ms. Pacholder is the
+spouse of David M. Gerst and the daughter of Sylvia A. Pacholder and Al O.
+Pacholder.
+
+         William J. Morgan has been President and a Managing Director of
+Pacholder Associates, Inc., an investment advisory firm, for more than five
+years. He is Chairman of the Board of Directors of Pacholder High Yield Fund,
+Inc., a closed-end investment company, and Smith Corona Corporation, an office
+supply company.
+
+         Sylvia A. Pacholder has been Chief Executive Officer of ICO since
+February 1995, and President since November 1994. From July 1994 to November
+1994, Ms. Pacholder served as Executive Vice President, and from January 1994 to
+July 1994 she served as Vice President - Corporate Development of ICO. Sylvia
+Pacholder is the spouse of Al O. Pacholder.
+
+         William E. Willoughby founded Wedco and was employed by Wedco as its
+Chairman of the Board and President from 1960 through April 1996. Mr. Willoughby
+is now retired.
+
+         Al O. Pacholder has been Chairman of the Board of Directors and Chief
+Financial Officer of ICO since February 1995. Dr. Pacholder has been Chairman of
+the Board and a Managing Director of Pacholder Associates, Inc. since 1983. He
+serves on the boards of Southland Corporation, which owns and operates
+convenience stores, and Trump's Castle Associates, which owns and operates the
+Trump's Castle Casino Resort in Atlantic City, New Jersey. Dr. Pacholder is the
+spouse of Sylvia A. Pacholder, father of Robin E. Pacholder and father-in-law of
+David M. Gerst.
+
+         John F. Williamson has been Chairman and President of Williamson
+Associates, Inc., an investment management company, since January 1996. From May
+of 1995 to January 1996, Mr. Williamson was Executive Vice President and Chief
+Financial Officer of Asset Allocation Concepts, Inc., an investment management
+company. Mr. Williamson serves on the Board of Directors of Pacholder High Yield
+Fund, Inc.
+
+         Walter L. Leib has been Senior Partner in the law firm of Leib, Kraus,
+Grispin & Roth in Scotch Plains, New Jersey since its inception in 1971. Mr.
+Leib served as a director of Wedco from 1970 and as outside General Counsel to
+Wedco from its inception in 1960, until the acquisition of Wedco by ICO in April
+1996.
+
+         James E. Gibson has been employed at Pacholder Associates, Inc., first
+as Senior Vice President since 1992 and as Executive Vice President since 1997.
+
+                                       2
+
+<PAGE>   4
+
+
+
+Executive Officers
+
+         The following table sets forth the names, ages and titles of the
+executive officers of ICO, other than the executive officers who are also
+directors of ICO, as of January 8, 2001.
+
+<TABLE>
+<CAPTION>
+            NAME             AGE          POSITION WITH THE COMPANY
+            ----             ---          -------------------------
+<S>                          <C>      <C>
+       Isaac H. Joseph       45       President - ICO Worldwide, Inc.
+       Jon C. Biro           34       Senior Vice President, Chief Accounting
+                                      Officer and Treasurer
+
+       David M. Gerst        42       Senior Vice President and General Counsel
+</TABLE>
+
+         Isaac H. Joseph has been principally employed as President of ICO
+Worldwide, Inc. since April 1998. Mr. Joseph was Executive Vice President -
+Oilfield Services of ICO from November 1996 to April 1998. From July 1996 to
+November 1996, Mr. Joseph served as Senior Vice President - Corporate
+Administration and Sales. From March 1995 to June 1996, Mr. Joseph was employed
+as Senior Vice President - Sales.
+
+         Jon C. Biro, a certified public accountant, has been principally
+employed as Controller of ICO since October 1994, as Controller and Treasurer of
+ICO since April 1995, and as Senior Vice President, Chief Accounting Officer and
+Treasurer since September 1996. Prior to that time, Mr. Biro was with
+Pricewaterhouse LLP, a predecessor of PricewaterhouseCoopers LLP.
+
+         David M. Gerst, a graduate of Stanford University and the UCLA School
+of Law, has been Senior Vice President and General Counsel of ICO since
+September 1998. Mr. Gerst was Senior Vice President and General Counsel of
+Bayshore Industrial, Inc., a subsidiary of ICO, from February 1997 to August
+1998; was a plant manager for Wedco, Inc., a subsidiary of ICO, from October
+1996 to January 1997; was a general business consultant to ICO, among others,
+from 1995 to October 1996; and has been licensed to practice law since 1983.
+
+Section 16(a) Beneficial Ownership Reporting Compliance
+
+         Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange
+Act") requires ICO's officers and directors, and persons who own more than 10%
+of a registered class of ICO's equity securities, to file reports of ownership
+and changes in ownership with the SEC and NASDAQ and to furnish ICO with copies
+of all reports filed. Based solely on the review of the reports furnished to
+ICO, ICO believes that, during fiscal 2000, all Section 16(a) filing
+requirements applicable to its directors, officers and greater than 10%
+beneficial owners were met, except for the following transactions that required
+a Form 4 filing: Mr. Walter L. Leib's untimely reporting of three purchase
+transactions in December of 1999 and September of 2000 regarding a total of
+1,100 shares of Common Stock and 700 shares of Preferred Stock and Mr. George S.
+Sirusas' untimely reporting of one purchase transaction in October of 2000
+regarding 1,000 shares of Preferred Stock. Messrs. Leib and Sirusas have now
+reported these transactions.
+
+                                       3
+
+<PAGE>   5
+
+
+
+ITEM 11. EXECUTIVE COMPENSATION
+
+Executive Compensation
+
+         The following table sets forth the cash compensation paid by ICO to
+each of the four most highly compensated executive officers (other than ICO's
+Chief Executive Officer) and ICO's Chief Executive Officer during the fiscal
+years ended September 30, 2000, 1999 and 1998. Executive compensation is
+established by the Compensation Committee. For fiscal 2000, the Compensation
+Committee retained an independent compensation consultant to conduct a
+comprehensive survey of executive compensation. Increases for ICO executive
+compensation in fiscal 2000 took into account findings of the independent
+consultant that compensation for ICO's executives was generally below the
+median compensation for executives in companies in ICO's business sectors.
+See the "Report of the Compensation Committee of the Board of Directors on
+Executive Compensation" below for additional information.
+
+                           SUMMARY COMPENSATION TABLE
+<TABLE>
+<CAPTION>
+                                                                                 LONG-TERM
+                                                                                COMPENSATION
+                                                   ANNUAL COMPENSATION           SECURITIES
+NAME AND                          FISCAL        ---------------------------      UNDERLYING          ALL OTHER
+PRINCIPAL POSITION                YEAR          SALARY(1)          BONUS(3)      OPTIONS(#)        COMPENSATION(5)
+- ------------------                -----         ---------         ---------      -----------       ---------------
+<S>                                 <C>         <C>               <C>            <C>                <C>
+Sylvia A. Pacholder                 2000        $363,000          $150,000           125,000            $2,600
+  President and                     1999         308,000(2)              0                 0             1,200(6)
+  Chief Executive Officer           1998         325,000           220,000(4)              0             2,500
+
+Al O. Pacholder                     2000         335,000            75,000           125,000             2,600
+  Chairman of the Board             1999         294,000(2)              0                 0             1,200(6)
+  and Chief Financial Officer       1998         310,000           180,000(4)              0             2,500
+
+Isaac H. Joseph                     2000         211,000            50,000            50,000             2,500
+  President - Oilfield Services     1999         189,000            15,000                 0             1,200(6)
+                                    1998         161,000            40,000(4)              0             1,800
+
+Jon C. Biro                         2000         205,000            33,000            50,000             2,600
+  Senior Vice President, Chief      1999         173,000            15,000                 0             1,200(6)
+  Accounting Officer and            1998         131,000            40,000(4)              0             2,500
+  Treasurer
+
+David M. Gerst                      2000         172,000            25,000            50,000             2,900
+  Senior Vice President and         1999         114,000            15,000                 0             1,600(6)
+  General Counsel                   1998          85,000            15,000(4)              0             2,300
+</TABLE>
+
+
+- ---------
+
+(1)  Rounded to nearest thousand.
+
+(2)  During fiscal 1999, ICO's Chief Executive Officer and its Chairman/Chief
+     Financial Officer voluntarily waived 10 percent of their salary. See
+     "Report of the Compensation Committee of the Board of Directors on
+     Executive Compensation" below.
+
+(3)  Bonuses were paid to approximately 300 employees for fiscal 2000 in amounts
+     and pursuant to arrangements that vary by employee.
+
+(4)  Consists of a special bonus paid to these officers following a sale of an
+     equity investment by ICO resulting in ICO recognizing a pre-tax gain of
+     $11,773,000. The recognition of the gain and the distribution of the
+     special bonuses occurred during the first quarter of fiscal 1998. In
+     addition to these executive officers, approximately 800 other employees
+     also received special bonuses.
+
+(5)  Includes ICO's matching contributions to one of ICO's Employee Stock
+     Ownership Plans (401(k) plans).
+
+(6)  This amount has been adjusted to reflect refunds made after the date of the
+     January 26, 2000 Proxy Statement as a result of overcontributions to the
+     plan.
+
+
+                                       4
+
+<PAGE>   6
+
+Options Granted During Fiscal 2000
+
+         Shown below is information on grants of stock options during 2000 to
+the named executive officers.
+
+<TABLE>
+<CAPTION>
+                                         % OF TOTAL
+                             NUMBER OF     OPTIONS                                   POTENTIAL REALIZABLE VALUE AT
+                             SECURITIES   GRANTED TO                                 ASSUMED ANNUAL RATES OF STOCK
+                             UNDERLYING   EMPLOYEES IN   EXERCISE                 PRICE APPRECIATION FOR OPTION TERM(2)
+                              OPTIONS       FISCAL        PRICE      EXPIRATION   -------------------------------------
+     NAME                    GRANTED(#)     YEAR(1)     ($/SHARE)       DATE              5%               10%
+     -----                   ----------   ------------  ----------   ----------   ----------------- -------------------
+<S>                          <C>          <C>           <C>         <C>          <C>                <C>
+Sylvia A. Pacholder            125,000          20.4%     $1.75     03/15/2010          $137,571         $348,631
+
+Al O. Pacholder                125,000          20.4%      1.75     03/15/2010           137,571          348,631
+
+Isaac H. Joseph                 50,000           8.1%      1.75     03/15/2010            55,028          139,452
+
+Jon C. Biro                     50,000           8.1%      1.75     03/15/2010            55,028          139,452
+
+David M. Gerst                  50,000           8.1%      1.75     03/15/2010            55,028          139,452
+</TABLE>
+
+- ---------
+
+(1)  Based on a total of 614,000 options granted to all employees in fiscal year
+     2000.
+
+(2)  Calculated utilizing the assumed rate of appreciation compounded annually
+     over the ten-year term.
+
+Fiscal Year 2000 Option Exercises And Fiscal Year-End Value
+
+         The following table sets forth stock options exercised by the
+individuals named in the Summary Compensation Table during fiscal year 2000, and
+the number and value of all unexercised options at fiscal year end. The value of
+"in-the-money" options refers to options having an exercise price which is less
+than the market price of ICO's Common Stock on September 30, 2000.
+
+<TABLE>
+<CAPTION>
+                                                            NUMBER OF SECURITIES
+                                                           UNDERLYING UNEXERCISED         VALUE OF UNEXERCISED
+                                                       OPTIONS AT SEPTEMBER 30, 2000     IN-THE-MONEY OPTIONS AT
+                                SHARES                          (#)(1)                  SEPTEMBER 30, 2000 ($)(2)
+                              ACQUIRED ON    VALUE     -----------------------------    -------------------------
+NAME                           EXERCISE     REALIZED     EXERCISABLE/UNEXERCISABLE      EXERCISABLE/UNEXERCISABLE
+- ----                         -------------  --------   -----------------------------    -------------------------
+<S>                         <C>             <C>        <C>                             <C>
+Sylvia A. Pacholder               0           N/A              127,000 / 0(3)                  $31,750 / 0
+
+Al O. Pacholder                   0           N/A              131,000 / 0(3)                   32,750 / 0
+
+Isaac H. Joseph                   0           N/A               50,000 / 0                      12,500 / 0
+
+Jon C. Biro                       0           N/A               50,000 / 0                      12,500 / 0
+
+David M. Gerst                    0           N/A               50,000 / 0                      12,500 / 0
+</TABLE>
+
+- ---------
+
+                                       5
+
+<PAGE>   7
+
+(1)  On June 30, 2000, the individuals listed below waived stock options
+     exercisable for an aggregate of 414,500 shares of the Common Stock of ICO:
+<TABLE>
+
+<S>                                                                  <C>
+                Sylvia A. Pacholder                                  165,000
+                Al O. Pacholder                                      140,000
+                Isaac H. Joseph                                       42,000
+                Jon C. Biro                                           52,500
+                David M. Gerst                                        15,000
+</TABLE>
+
+(2)  Based upon the $2.00 closing market value price of ICO's Common Stock at
+     September 29, 2000 as reported on the NASDAQ Stock Market.
+
+(3)  Includes options granted under the 1993 Stock Option Plan for Non-Employee
+     Directors.
+
+Compensation of Directors
+
+         Each director who is not an ICO employee received a stipend of $16,250
+in fiscal year 2000. The annual non-employee director stipend was increased from
+$15,000 to $20,000 per year effective on July 1, 2000. In addition, each
+non-employee director receives a director's fee of $1,000 for each meeting of
+the Board of Directors or committee of the Board of Directors attended and
+reimbursement of actual expenses incurred. The Chairmen of the Audit and
+Compensation Committees also received an annual stipend of $2,000 for fiscal
+year 2000; this stipend has been increased to $5,000 per year effective on
+November 29, 2000 and will be paid to the Chairman of the Nominating Committee
+as well. In addition, each director who is not an employee is a participant in
+the Second Amended and Restated 1993 Non-Employee Director Stock Option Plan.
+Under the current terms of the plan, each non-employee director is granted
+options to purchase 5,000 shares of Common Stock upon appointment to the Board
+of Directors and options to purchase 5,000 shares of Common Stock on the first
+business day after the date of each subsequent Annual Meeting of Shareholders.
+In fiscal 2000, options to purchase 5,000 shares at an exercise price of
+$1-13/16 per share were granted to each of Messrs. Morgan, Cornelius,
+Williamson, Leib, Willoughby, Sirusas and Gibson.
+
+Employment Contracts
+
+         ICO has employment agreements with Ms. Sylvia A. Pacholder, Dr. Al O.
+Pacholder, Mr. Isaac H. Joseph, Ms. Robin E. Pacholder, Mr. Jon C. Biro and Mr.
+David M. Gerst. The base salary of each executive is reviewed at least annually
+and is increased from time to time to reflect, at a minimum, increases in the
+cost of living. The current base salaries are as follows:
+
+<TABLE>
+<S>                                                            <C>
+                  Sylvia A. Pacholder                           $380,000
+                  Al O. Pacholder                                340,000
+                  Isaac H. Joseph                                235,000
+                  Robin E. Pacholder                             210,000
+                  Jon C. Biro                                    210,000
+                  David M. Gerst                                 210,000
+</TABLE>
+
+         Salary increases for each executive are to be consistent with the
+increases given to other key executives. Once increased, executive salaries
+cannot be reduced. Each executive may receive an annual cash bonus in such
+amount as is determined by the Board. Each executive is also eligible for other
+benefits offered by ICO.
+
+         The employment agreements, as amended, for Ms. Sylvia A. Pacholder and
+Dr. Al O. Pacholder provide for a term of employment through December 31, 2001,
+that is extended automatically from day to day until such time as the executive
+or ICO gives written notice that automatic extensions shall cease, in which
+event employment terminates on a date five years after such notice has been
+given. The employment agreements for Mr. Isaac H. Joseph, Ms. Robin E. Pacholder
+and Mr. Jon C. Biro provide for a term of employment through September 3, 2000,
+that is extended automatically from day to day until such times as the executive
+or ICO gives written notice that automatic extensions shall cease, in which
+event employment terminates on a date two years after such notice has been
+given. The employment agreement for Mr. David M. Gerst provides for a term of
+employment through August 4, 2001, that is extended automatically from day to
+day until such times as the executive or ICO gives written notice that automatic
+extensions shall cease, in which event employment terminates on a date two years
+after such notice has been given.
+
+                                       6
+
+<PAGE>   8
+
+         If an executive is terminated by ICO for Cause (as defined), ICO shall
+pay the executive the full salary through the Date of Termination (as defined).
+If the employment of the executive is terminated by ICO other than for Cause or
+Disability (as defined) or by the executive for Good Reason (as defined below),
+the executive will be entitled to receive a lump sum equal to the sum of the
+following items: (1) the executive's annual base salary through the Date of
+Termination; (2) the product of (x) the number of days worked in the year of
+termination divided by 365, and (y) the greater of half of the executive's
+annual base salary in the year of termination or the executive's highest annual
+bonus paid during the employment period; and (3) five times (two times for Mr.
+Isaac H. Joseph, Ms. Robin E. Pacholder, Mr. Jon C. Biro and Mr. David M. Gerst)
+the sum of (x) the executive's annual base salary as of the Termination Date and
+(y) the greater of half of the executive's annual base salary in the year of
+termination or the executive's highest annual bonus paid during the employment
+period.
+
+         Good Reason means:
+
+         o    the executive ceasing for any reason to be a named executive
+              officer, other than by death, disability or termination by the
+              executive of employment with ICO other than for Good Reason;
+
+              -        the assignment to the executive of any duties
+                       inconsistent in any respect with the executive's position
+                       (including status, offices, titles and reporting
+                       requirements), authority, duties or responsibilities as
+                       contemplated by the employment agreement or
+
+              -        any other action by ICO that results in a diminishment in
+                       such position, authority, duties or responsibilities,
+                       other than an insubstantial and inadvertent action which
+                       is remedied by ICO promptly after receipt of notice
+                       thereof given by the executive;
+
+         o    any failure by ICO to comply with any of the provisions of the
+              compensation section of the agreement, other than an insubstantial
+              and inadvertent failure which is remedied by ICO promptly after
+              receipt of notice thereof given by the executive;
+
+         o    ICO's requiring the executive to be based at any office or
+              location outside the greater Houston metropolitan area, except for
+              travel reasonably required in the performance of the executive's
+              responsibilities;
+
+         o    any purported termination by ICO of the executive's employment
+              otherwise than as permitted by the employment agreement, it being
+              understood that any such purported termination shall not be
+              effective for any purpose of the agreement;
+
+         o    any failure by ICO to comply with and satisfy the section of the
+              employment agreement requiring any parent company or successor, in
+              the event of a change in control, by an agreement acceptable in
+              form and substance satisfactory to the executive, guarantee and
+              cause the performance of the employment agreement; or
+
+         o    if executive shall no longer be employed by ICO for any reason
+              within two years after the occurrence of a change of control (as
+              defined below).
+
+         A change of control is defined in the employment agreements to mean a
+change of control of ICO during the period of an executive's employment of a
+nature that would be required to be reported in response to Item 1(a) of the
+Current Report on Form 8-K, as in effect on the date of the employment
+agreement, pursuant to Section 13 or 15(d) of the Exchange Act. A change of
+control shall be deemed to have occurred if, without limitation:
+
+         o    ICO shall not be the surviving entity in any merger, consolidation
+              or other transaction (or survives only as a subsidiary of an
+              entity other than a previously wholly-owned subsidiary of ICO) or
+              the shareholders of ICO prior to any such merger, consolidation or
+              other transaction do not continue to own at least 60% of the
+              surviving entity;
+
+                                       7
+
+<PAGE>   9
+         o    ICO sells, leases or exchanges all or substantially all of its
+              assets to any other person or entity (other than a wholly-owned
+              subsidiary of ICO);
+
+         o    ICO is materially or completely liquidated;
+
+         o    a third person, including a "group" as such term is used in
+              Section 13(d)(3) of the Exchange Act, becomes the beneficial
+              owner, directly or indirectly, of
+
+              -    50% or more of the combined voting power of ICO's
+                   outstanding voting securities ordinarily having the right to
+                   vote for the election of directors of ICO or
+
+              -    20% or more of the combined voting power of ICO's outstanding
+                   voting securities ordinarily having the right to vote for the
+                   election of directors of ICO if such acquisition is not
+                   approved by the Board of Directors then in office immediately
+                   prior to the acquisition;
+
+         o    any person (other than ICO) purchases any voting securities of ICO
+              in a tender or exchange offer with the intent, express or implied,
+              of purchasing or otherwise acquiring voting control of ICO; or
+
+         o    during any consecutive two-year period, individuals who
+              constituted the Board of Directors of ICO (together with any new
+              directors whose election by the Board of Directors or whose
+              nomination for election by the shareholders of ICO was approved by
+              a vote of at least three-quarters of the directors still in office
+              who were either directors at the beginning of such period or whose
+              election or nomination for election was previously so approved)
+              cease for any reason to constitute a majority of the Board of
+              Directors then in office.
+
+         If it is determined that any payment made under the employment
+agreement, or another plan or agreement of ICO, in the event of a change of
+control, would be considered a payment as defined in Section 280G of the
+Internal Revenue Code and is subject to excise tax under Section 4999 of the
+Internal Revenue Code, then the executive will be entitled to an additional
+"gross-up payment" that will place the executive in the same after-tax economic
+position as if such payment had not been considered an excess parachute payment.
+
+         In addition to the agreements described above with the named executive
+officers, other ICO employees are parties to employment agreements with ICO with
+terms and conditions that vary by each individual employee.
+
+Compensation Committee Interlocks And Insider Participation
+
+         During fiscal year 2000, the Compensation Committee of the Board of
+Directors of ICO consisted of Messrs. William J. Morgan, William E. Cornelius
+and John F. Williamson. Subsequent to the end of fiscal year 2000, Mr. Morgan
+was replaced by Mr. Walter L. Leib.
+
+         Dr. Al O. Pacholder, Ms. Sylvia A. Pacholder and Mr. William J. Morgan
+are each directors of ICO and are directors of Pacholder Associates, Inc. and
+are parties to the Wedco Shareholders Agreement. Mr. Morgan is also an executive
+officer of Pacholder Associates, Inc.
+
+Report of the Compensation Committee of the Board of Directors on Executive
+Compensation
+
+         Set forth below is the Compensation Committee's report on executive
+compensation. Notwithstanding anything to the contrary, the following report of
+the Compensation Committee shall not be deemed to be incorporated by reference
+by any general statement incorporating by reference this report into any filing
+under the Securities Act of 1933, as amended, or under the Exchange Act, except
+to the extent that ICO specifically incorporates this information by reference,
+and shall not otherwise be deemed filed under such Acts.
+
+                                       8
+
+<PAGE>   10
+
+         The Compensation Committee of the Board of Directors (the "Committee"),
+composed of three members, is responsible for ICO's compensation programs. The
+Committee reviews, evaluates and establishes compensation levels of corporate
+officers and administers ICO's employee stock option plans. ICO's executive
+compensation programs are designed to help ICO attract, motivate and retain
+executive talent. In making compensation decisions, the Committee also takes
+into account the cyclicality of ICO's business lines and progress toward the
+achievement of strategic Company objectives. In addition, in fiscal year 2000,
+the Committee retained an independent compensation consultant (one of the "Big
+Five" national accounting firms) to conduct a comprehensive survey of executive
+compensation. The compensation consultant reviewed two sources of compensation
+data. The first source was published independent compensation surveys, such as
+the Mercer Executive Compensation Survey, the ECS Industry Report on Top
+Management Compensation and the William M. Mercer Energy Compensation Survey.
+These surveys, as a whole, analyzed executive compensation in the chemicals,
+plastics and energy industries, as well as the non-durable goods manufacturing
+sector. The second source of compensation data was proxy statements filed by
+oilfield services and specialty chemical companies in ICO's peer group based on
+annual sales levels.
+
+         The following summarizes the Committee's compensation programs and
+policies and describes the bases for compensation of ICO's executive officers
+and its chief executive officer.
+
+Cash Compensation
+
+         Base Salary Program. ICO believes that offering competitive rates of
+base pay plays an important role in its ability to attract and retain executive
+talent. Discretionary base salary adjustments are also made based upon each
+individual employee's performance over time. Generally, executive salaries are
+reviewed annually based on a variety of factors including individual
+performance, market comparisons and ICO's overall financial condition. During
+fiscal 1999, ICO's Chief Executive Officer, as well as ICO's Chairman/Chief
+Financial Officer, voluntarily waived 10% of their salary due to the very low
+levels of oilfield service activity and the resulting effect on ICO's
+profitability. Due to improving conditions, the Compensation Committee rescinded
+the waiver in December 1999. Base salaries were generally increased for
+executive officers in fiscal 2000, both as result of improvements over fiscal
+1999 results and findings in the consultant's survey that ICO executives' base
+salaries were generally below medians for executives at companies in ICO's
+business sectors.
+
+         Annual Performance Compensation. ICO has historically provided annual
+performance compensation in the form of cash bonuses. The Committee's decisions
+are typically based upon the performance and financial condition of ICO and
+subjective factors including the executive officer's job performance and
+achievements during ICO's fiscal year. At times, special bonuses may be awarded
+related to specific material events which required extraordinary effort on the
+part of the executive officer. Cash bonuses were increased for executive
+officers in the 2000 fiscal year, in part because of improvements over fiscal
+1999 results, (with emphasis on operational and administrative results,
+depending on the executive in question.) Bonuses were also increased as a result
+of findings in the consultant's survey that total cash compensation were
+generally below medians for executives at companies in ICO's business segments.
+During fiscal year 2000, bonuses were paid to ICO's executive officers for the
+reasons described above.
+
+Long-Term Compensation
+
+         Stock Options. Longer-term incentives, in the form of stock options,
+are designed to directly link a significant portion of the executive's
+compensation to the enhancement of Shareholder value. Additionally, stock
+options encourage management to focus on longer-term objectives along with
+annual operating performance and encourage retention of valued employees. The
+Committee believes that stock incentives are appropriate, not only for senior
+management, but also for other employees of ICO and its subsidiaries. All
+options provide for purchases of shares at an exercise price equal to fair
+market value on the date of grant. Accordingly, the Committee, from time to
+time, grants stock options to ICO's executive officers. The number of options is
+determined based upon the level and contribution of a given employee and may
+take into account the number of options previously granted to the employee. In
+the past, the Committee has generally granted incentive stock options under
+ICO's plans. ICO had made no option grants to the named executive officers since
+fiscal 1997. Additionally, the Committee took into account the consultant's
+survey findings that ICO's non-cash benefits were below medians for executives
+at companies in ICO's business sectors. As a result, the Committee determined
+that grants of options were appropriate in fiscal 2000.
+
+                                       9
+
+<PAGE>   11
+
+Compensation of the Chief Executive Officer
+
+         In determining the fiscal year 2000 compensation paid to ICO's Chief
+Executive Officer, the Committee took into account the executive's abilities,
+business experience and performance during the past fiscal year. The Committee's
+assessment of the Chief Executive Officer's performance included the areas of
+continued integration of acquired businesses, personnel development, cost
+control and the financial performance of ICO compared to fiscal 1999 results.
+The Committee, using the information provided by the independent compensation
+consultant, also compared the compensation levels of ICO's Chief Executive
+Officer to the compensation levels of chief executive officers of companies of
+similar size as well as companies operating in the specialty chemical and
+oilfield service industries. The Chief Executive's total cash compensation
+during fiscal 2000 was less than the median total cash compensation for the
+Chief Executive Officers of the companies included in the survey provided by the
+independent compensation consultants. The companies with which these comparisons
+were made were not necessarily the same as the companies included in the
+oilfield service and specialty chemical indices utilized in the performance
+graph. As with ICO's other executive officers, the Committee recommended an
+option grant in fiscal 2000 for the Chief Executive Officer based upon the
+absence of recent grants and the survey's findings with respect to non-cash
+compensation practices at companies in ICO's business sectors.
+
+Compensation Deduction Limitation
+
+         Section 162(m) of the Internal Revenue Code imposes a limitation on the
+deductibility of nonperformance-based compensation in excess of $1 million paid
+to named executive officers. The Committee currently believes that ICO should be
+able to continue to manage its executive compensation program for named
+executive officers so as to preserve the related federal income tax deductions.
+
+Summary
+
+         The Committee believes that ICO's executive compensation policies and
+programs serve the interests of the stockholders and ICO effectively. The
+various compensation programs are believed appropriately balanced to provide
+motivation for executives to contribute to ICO's overall success and enhance the
+value of ICO for the stockholders' benefit. The Committee will continue to
+monitor the effectiveness of ICO's compensation programs and will make changes,
+when appropriate, to meet the current and future needs of ICO.
+
+                             COMPENSATION COMMITTEE
+
+                             William E. Cornelius
+                             William J. Morgan
+                             John F. Williamson
+
+
+                                       10
+
+<PAGE>   12
+
+
+
+ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
+
+Beneficial Owners Of More Than 5% Of Outstanding Common Stock
+
+         The following table contains information concerning the security
+ownership of certain beneficial owners known to the management of ICO, based
+upon filings with the Securities and Exchange Commission (the "SEC"), which
+beneficially own more than five percent of ICO's Common Stock at the close of
+business on December 29, 2000. Shareholders who are a party to the Wedco
+Shareholders Agreement described below, who individually are not otherwise known
+to be beneficial record holders of more than five percent of ICO's Common Stock,
+have not been set forth in the following table.
+
+<TABLE>
+<CAPTION>
+                                                         AMOUNT AND NATURE OF
+NAME AND ADDRESS OF BENEFICIAL OWNER                     BENEFICIAL OWNERSHIP            PERCENT OF CLASS
+- ------------------------------------                     --------------------            ----------------
+<S>                                                      <C>                             <C>
+Al O. Pacholder
+11490 Westheimer, Suite 1000                                 4,327,061(1)                 18.8%(1)
+Houston, Texas 77077
+
+Sylvia A. Pacholder
+11490 Westheimer, Suite 1000                                 4,236,797(1)                 18.4%(1)
+Houston, Texas 77077
+
+William E. Willoughby
+607 U.S. Highway 202                                         1,689,929(1)                  7.4%(1)
+Far Hills, New Jersey 07931
+
+Dimensional Fund Advisors
+1299 Ocean Avenue, 11th Floor                                1,329,732(2)                  5.9%
+Santa Monica, California 90401-1005
+
+Travis Street Partners, L.L.C.
+910 Travis Street, Suite 2150                                1,158,300(3)                  5.1%
+Houston, Texas  77002
+
+Kornitzer Capital Management
+5420 West 61st Place                                         3,507,696(4)                 13.8%
+Shawnee Mission, Kansas 66205
+
+Great Plains Trust Company
+4705 Mission Road                                            2,033,411(5)                  8.5%
+Westwood, Kansas 66205
+</TABLE>
+
+- ---------
+
+(1)  This individual is a party to the Wedco Shareholders Agreement described
+     in Item 13 below in the section entitled "Shareholder Agreements." Share
+     amounts shown do not include, for purposes of clarity, the shares of Common
+     Stock beneficially owned by other parties to the Wedco Shareholders
+     Agreement because multiple parties listed in the table are party to the
+     Wedco Shareholders Agreement and could be deemed to have beneficial
+     ownership of the same shares. To the extent the parties to the Wedco
+     Shareholders Agreement constitute a group, such group and its members could
+     be deemed to be the beneficial owner of 4,680,088 shares of Common Stock or
+     approximately 20.1% of ICO's Common Stock deemed outstanding.
+
+(2)  This information is based on the Schedule 13G filed with the SEC by the
+     beneficial owner on February 3, 2000.
+
+(3)  This information is based on the Schedule 13D filed with the SEC by the
+     beneficial owner on January 12, 2001.
+
+(4)  This information is based on the Schedule 13G filed with the SEC by the
+     beneficial owner on March 29, 2000. Holdings include 743,750 shares of
+     Common Stock and 2,763,946 shares of Common Stock it is deemed to own
+     beneficially through holdings of 1,008,850 shares of Preferred Stock.
+
+(5)  This information is based on the Schedule 13G filed with the SEC by the
+     beneficial owner on March 29, 2000. Holdings include 703,150 shares of
+     Common Stock and 1,330,261 shares of Common Stock it is deemed to own
+     beneficially through holdings of 485,550 shares of Preferred Stock.
+
+                                       11
+
+<PAGE>   13
+
+Security Ownership of the Board of Directors and Executive Officers of the
+Company
+
+         The following table sets forth, as of December 29, 2000, the shares of
+Common Stock beneficially owned by:
+
+         o    each director and ICO nominee for director of ICO;
+
+         o    each current executive officer of ICO listed in the Summary
+              Compensation Table set forth above; and
+
+         o    all current officers and current directors of ICO as a group.
+
+Except as otherwise set forth, such persons have sole voting power and sole
+dispositive power with respect to the shares beneficially owned by them. The ICO
+401(k) plans (the "Plans") were amended on January 26, 2001 to provide for
+voting of the ICO Common Stock held in the Plans at the direction of Plans'
+participants. Prior to this amendment, the Plans provided for the voting of
+401(k) shares at the direction of ICO. At the time of the 2000 annual meeting of
+the shareholders, shares held in the Plans were voted at the direction of the
+Plans' participants in accordance with the terms of the Plans at that time.
+After the date of the 2000 annual meeting of the shareholders, the administrator
+of the Plans was changed. At the time of this change of administrator, the Plans
+were also changed to provide for voting of the 401(k) shares at the direction of
+ICO. But, ICO did not vote the Shares in the Plans pursuant to this amendment
+because the Plans were amended as discussed above before a shareholder vote took
+place.
+
+<TABLE>
+<CAPTION>
+                                                             NUMBER OF SHARES         PERCENT OF
+         NAME                                               BENEFICIALLY OWNED          CLASS
+         ----                                               ------------------         ---------
+<S>                                                         <C>                       <C>
+         Class I Directors and Nominee
+         William E. Cornelius                                     34,000(1)                 *
+         Robin E. Pacholder                                       86,336(2)(3)              *
+         George S. Sirusas                                        47,959(4)                 *
+         Howard P. Tuckman                                             0                   --
+
+         Class II Directors
+         William J. Morgan                                       884,270(2)(5)(6)        3.9%
+         Sylvia A. Pacholder                                   4,236,797(2)(6)(7)       18.4%
+         William E. Willoughby                                 1,689,929(2)(8)           7.4%
+
+         Class III Directors
+         Al O. Pacholder                                       4,327,061(2)(7)(9)       18.8%
+         John F. Williamson                                       37,631(10)                *
+         Walter L. Leib                                          907,204(11)             4.0%
+         James E. Gibson                                          28,000(12)                *
+
+         Executive Officers Who Are Not Directors
+         Isaac H. Joseph                                          53,332(13)                *
+         Jon C. Biro                                              65,844(14)                *
+         David M. Gerst                                           53,350(15)                *
+
+         Named Officers, Directors and Nominees
+         as a group (14 persons)                               5,086,608(2)(16)         20.5%
+</TABLE>
+
+- ---------
+
+* Less than 1% of outstanding shares.
+
+(1)  Share amounts consist of 1,000 shares of Common Stock and 33,000 shares of
+     Common Stock that are issuable upon exercise of stock options granted under
+     the 1993 Stock Option Plan for Non-Employee Directors.
+
+(2)  This director or executive officer is a party to the Wedco Shareholders
+     Agreement described in Item 13 below in the Section entitled "Shareholder
+     Agreements." Except as set forth in the notes, share amounts do not
+     include, for purposes of clarity, the shares of Common Stock beneficially
+     owned by other parties to the Wedco Shareholders Agreement because multiple
+     parties listed in the table are party to such agreement and could be deemed
+     to have beneficial ownership of the same shares. To the extent the parties
+     to the Wedco Shareholders
+
+                                       12
+
+<PAGE>   14
+
+     Agreement constitute a group, such group and its members could be deemed to
+     be the beneficial owner of 4,680,088 shares of Common Stock or
+     approximately 20.1% of the shares of Common Stock of ICO deemed outstanding
+     (of which 4,087,635 shares of these beneficially owned shares of Common
+     Stock were outstanding as of December 29, 2000).
+
+(3)  Share amounts include 14,700 shares of Common Stock, 1,644 Shares of Common
+     Stock that may be acquired upon conversion of Convertible Exchangeable
+     Preferred Stock, 50,000 shares of Common Stock that are issuable upon
+     exercise of stock options granted under ICO's various employee stock option
+     plans, 11,000 shares of Common Stock issuable upon exercise of stock
+     options granted under the 1993 Stock Option Plan for Non-Employee
+     Directors, and 8,992 shares of Common Stock held in ICO's 401(k) plans.
+     Excludes shares beneficially owned by David Gerst, Ms. Pacholder's spouse,
+     as set forth in note (15) below.
+
+(4)  Share amounts include 18,219 shares of Common Stock, 2,740 shares of Common
+     Stock that may be acquired upon conversion of Convertible Exchangeable
+     Preferred Stock and 27,000 shares of Common Stock that are issuable upon
+     exercise of stock options granted under the 1993 Stock Option Plan for
+     Non-Employee Directors. Common stock holdings for Mr. Sirusas include 2,379
+     shares held by his wife.
+
+(5)  Share amounts include 44,000 shares of Common Stock and 33,000 shares of
+     Common Stock that are issuable upon exercise of stock options granted under
+     the 1993 Stock Option Plan for Non-Employee Directors.
+
+(6)  Share amounts include 180,000 shares of Common Stock and 63,051 shares of
+     Common Stock that may be acquired upon conversion of Convertible
+     Exchangeable Preferred Stock held by a limited partnership, of which Dr.
+     Pacholder and Mr. Morgan are general partners. Pursuant to an Investment
+     Advisory Agreement, Pacholder Associates, Inc. has sole voting and
+     investment power over such securities. Share amounts also include 415,461
+     shares of Common Stock, 102,879 shares of Common Stock that may be acquired
+     through the exercise of warrants (such warrants have an exercise price of
+     $5.00 and expire in July 2002) and 45,879 shares of Common Stock that may
+     be acquired upon conversion of Convertible Exchangeable Preferred Stock
+     owned by Pacholder Associates, Inc. Dr. Pacholder, Ms. Sylvia Pacholder and
+     Mr. Morgan are majority owners of Pacholder Associates, Inc.
+
+(7)  Share amounts include 31,400 shares of Common Stock, 125,000 shares of
+     Common Stock that are issuable upon exercise of stock options granted under
+     ICO's various employee stock option plans, 2,000 shares of Common Stock
+     issuable upon exercise of stock options granted under the 1993 Stock Option
+     Plan for Non-Employee Directors, 4,291 shares of Common Stock held in ICO's
+     401(k) plans and (i) 374,873 shares of Common Stock issued in connection
+     with acquisitions by ICO over which Ms. Sylvia Pacholder and Dr. Pacholder
+     share voting power (but exclude 20,949 shares of Common Stock in ICO's
+     401(k) plans owned by recipients of ICO Common Stock in connection with the
+     Bayshore Industrial, Inc. merger) and (ii) 2,891,963 shares of Common Stock
+     of ICO subject to the Wedco Shareholders Agreement over which Ms. Sylvia
+     Pacholder and Dr. Pacholder possess the power to vote on certain matters as
+     described in Item 13 below in the section entitled "Shareholder
+     Agreements." Ms. Sylvia Pacholder disclaims beneficial ownership of the
+     2,891,963 shares related to the Wedco Shareholders Agreement and the
+     374,873 shares related to the acquisitions. Excludes shares beneficially
+     owned by Dr. Pacholder, Ms. Pacholder's spouse, as set forth in note (9)
+     below; Ms. Pacholder disclaims beneficial ownership of these shares.
+
+(8)  Share amounts include 1,662,929 shares of Common Stock and 27,000 shares of
+     Common Stock that are issuable upon exercise of stock options granted under
+     the 1993 Stock Option Plan for Non-Employee Directors. Common Stock owned
+     by Mr. Willoughby includes 149,139 shares owned jointly with his wife and
+     663,246 shares owned by his wife.
+
+(9)  Share amounts include 118,200 shares of Common Stock, 125,000 shares of
+     Common Stock that are issuable upon exercise of stock options granted under
+     ICO's various employee stock option plans, 6,000 shares of Common Stock
+     issuable upon exercise of stock options granted under the 1993 Stock Option
+     Plan for Non-Employee Directors, 3,755 shares of Common Stock held in ICO's
+     401(k) plans and (i) 374,873 shares of Common Stock issued in connection
+     with acquisitions by ICO over which Ms. Sylvia Pacholder and Dr. Pacholder
+     share voting power (but exclude 20,949 shares of Common Stock in ICO's
+     401(k) plans owned by recipients of ICO Common Stock in connection with the
+     Bayshore Industrial, Inc. merger) and (ii) 2,891,963 shares of Common Stock
+     of ICO subject to the Wedco Shareholders Agreement over which Ms. Sylvia
+     Pacholder and Dr. Pacholder possess the power to vote on certain matters as
+     described in Item 13 below in the section entitled "Shareholder
+     Agreements." Dr. Pacholder disclaims beneficial ownership of the 2,891,963
+     shares related to the Wedco Shareholders Agreement and the 374,873 shares
+     related to the acquisitions. Excludes shares beneficially owned by Ms.
+     Sylvia Pacholder, Dr. Pacholder's spouse, as set forth in note (7) above;
+     Dr. Pacholder disclaims beneficial ownership of these shares.
+
+(10) Share amounts include 8,631 shares of Common Stock, and 29,000 shares of
+     Common Stock that are issuable upon exercise of stock options granted under
+     the 1993 Stock Option Plan for Non-Employee Directors. Common Stock
+     holdings for Mr. Williamson include 437 shares owned by his wife.
+
+(11) Share amounts include 55,021 shares of Common Stock, 4,384 shares of Common
+     Stock that may be acquired upon conversion of Convertible Exchangeable
+     Preferred Stock, 27,000 shares of Common Stock that are issuable upon
+     exercise of stock options granted under the 1993 Stock Option Plan for
+     Non-Employee Directors and 820,799 shares of Common Stock of ICO subject to
+     the Wedco Shareholders Agreement over which Mr. Leib has the power to vote
+     on certain matters as described in Item 13 below in the Section entitled
+     "Shareholder Agreements."
+
+(12) Share amounts include 1,000 shares of Common Stock owned jointly by Mr.
+     Gibson and his wife and 27,000 shares of Common Stock that are issuable
+     upon exercise of stock options granted under the 1993 Stock Option Plan for
+     Non-Employee Directors.
+
+(13) Share amounts include 50,000 shares of Common Stock that are issuable upon
+     exercise of stock options granted under ICO's various employee stock option
+     plans and 3,332 shares of Common Stock held in ICO's 401(k) plans.
+
+                                       13
+
+<PAGE>   15
+
+(14) Share amounts include 12,000 shares of Common Stock that are jointly owned
+     by Mr. Biro and his wife, 50,000 shares of Common Stock that are issuable
+     upon exercise of stock options granted under ICO's various employee stock
+     option plans and 3,844 shares of Common Stock held in ICO's 401(k) plans.
+
+(15) Share amounts include 50,000 shares of Common Stock that are issuable upon
+     exercise of stock options granted under ICO's various employee stock option
+     plans and 3,350 shares of Common Stock held in ICO's 401(k) plans. Excludes
+     shares beneficially owned by Robin Pacholder, Mr. Gerst's spouse, as set
+     forth in note (3) above.
+
+(16) Share amounts include 2,562,561 shares of Common Stock, 117,697 shares of
+     Common Stock that may be acquired upon conversion of Convertible
+     Exchangeable Preferred Stock, 450,000 shares of Common Stock that are
+     issuable upon exercise of stock options granted under ICO's various
+     employee stock option plans, 222,000 shares of Common Stock issuable upon
+     exercise of stock options granted under the 1993 Stock Option Plan for
+     Non-Employee Directors, 27,564 shares of Common Stock held in ICO's 401(k)
+     plans, and 374,873 shares of Common Stock issued in connection with
+     acquisitions over which Ms. Sylvia Pacholder and Dr. Pacholder share voting
+     power (but exclude 20,949 shares of Common Stock in ICO's 401(k) plans
+     owned by recipients of ICO Common Stock in connection with the Bayshore
+     Industrial, Inc. merger).
+
+ITEM 13. CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
+
+Certain Relationships, Transactions and Agreements
+
+         In connection with the April 30, 1996 merger of Wedco Technology, Inc.
+("Wedco") into a wholly-owned subsidiary of ICO, Wedco and William E. Willoughby
+entered into a ten-year non-compete agreement and a five-year consulting
+agreement. As consideration, Mr. Willoughby will receive $300,000 payable in 60
+equal monthly installments for the non-compete agreement and $240,000 per year,
+payable monthly, for consulting services. Mr. Willoughby and Wedco are also
+parties to a salary continuation agreement that provides that Mr. Willoughby's
+spouse will be paid a survivorship benefit of $150,000 for five years if Mr.
+Willoughby predeceases his spouse at a time when he is serving as a consultant
+to Wedco or ICO, provided, however, such payment shall terminate upon the
+earlier to occur of the death of his spouse or April 30, 2001.
+
+         Robin E. Pacholder, daughter of Ms. Sylvia Pacholder and Dr. Al
+Pacholder and spouse of Mr. David Gerst, is the President of Wedco - North
+America and is a director of ICO. As described above in the section entitled
+"Employment Agreements," Ms. Pacholder is party to an employment agreement with
+ICO. Ms. Robin Pacholder's fiscal year 2000 salary and bonus was $218,000. She
+was granted 50,000 options under the various ICO employee stock option plans in
+fiscal year 2000, at a grant price of $1.75. These options expire on March 15,
+2010 and are fully vested upon grant. In addition, Ms. Robin Pacholder is
+entitled to certain other ICO benefits, including participation in ICO's various
+401(k) plans.
+
+         Tom D. Pacholder, son of Ms. Sylvia Pacholder and Dr. Al Pacholder, is
+Senior Vice President-Corporate Development of Wedco. Mr. Pacholder, who has a
+Master's Degree from the University of Dayton, received $119,000 in compensation
+during fiscal 2000.
+
+         Shareholder Agreements
+
+         Dr. Al O. Pacholder, Sylvia A. Pacholder, Robin E. Pacholder, William
+J. Morgan, Pacholder Associates, Inc., and PM Delaware, Inc. (these shareholders
+are collectively the "ICO Shareholders"), and William E. Willoughby, Peggy S.
+Willoughby, William C. Willoughby (individually and as custodian for William B.
+Willoughby), Regina S. Willoughby (individually and as custodian for William B.
+Willoughby), Fred R. Feder, Theo J.M.L. Verhoeff and Catherine Willoughby
+Stevens (these shareholders are collectively the "Wedco Shareholders") (the ICO
+Shareholders and the Wedco Shareholders are collectively the "ICO/Wedco
+Shareholders") and ICO are parties to a shareholders agreement (the "Wedco
+Shareholders Agreement") covering, in the aggregate, 4,087,635 outstanding
+shares of ICO's Common Stock (as of December 29, 2000). Pursuant to the
+agreement, the ICO/Wedco Shareholders agree to take all actions necessary or
+appropriate to cause the election of William E. Willoughby, Walter L. Leib and
+George S. Sirusas (the "Initial Wedco Directors") to the Board of Directors of
+ICO and to cause their reelection to the Board of Directors of ICO until the
+earlier of: (1) the time the Wedco Shareholders, taken a whole, beneficially own
+less than 1,500,000 shares of Common Stock or (2) there is a change in control
+(as defined below) of ICO (the "Termination Date").
+
+         Also under the Wedco Shareholders Agreement, all the ICO Shareholders
+have granted irrevocable proxies coupled with an interest to Mr. Leib to vote
+their shares of Common Stock in favor of the slate of nominees for ICO's Board
+of Directors selected by the then incumbent members of the Board of Directors of
+ICO (the
+
+                                       14
+
+<PAGE>   16
+
+"Nominated Slate") effective until the Termination Date. The Wedco Shareholders
+have granted irrevocable proxies coupled with an interest to Ms. Sylvia A.
+Pacholder and Dr. Al O. Pacholder to vote their shares of Common Stock of ICO
+also in favor of the Nominated Slate. The Wedco Shareholders' proxies are
+effective while any Wedco Shareholder owns any Company stock or until a change
+of control (as defined in the next paragraph).
+
+         A change of control occurs under the Wedco Shareholders Agreement when
+(1) any person or group becomes the beneficial owner of shares of stock or other
+securities of ICO either (a) constituting in excess of 50% of the shares of
+voting stock of ICO or (b) entitling such person or group, either immediately or
+with the passage of time or the occurrence of a stated event, to exercise a
+majority of the voting power in the election of the directors, (2) a majority of
+the Board of Directors of ICO ceases to be composed of the nominees of the
+ICO/Wedco Shareholders (the "Continuing Directors") or of persons nominated by
+and elected to the Board of Directors with the consent or approval of a majority
+of the Continuing Directors or (3) a sale, transfer, conveyance, assignment or
+other disposition of all or substantially all of ICO's assets, whether in
+liquidation, dissolution or otherwise.
+
+         In addition, if any one of Messrs. Willoughby, Leib or Sirusas shall
+cease to serve as a director of ICO at any time prior to the Termination Date,
+the ICO/Wedco Shareholders are required to take all actions necessary and
+appropriate to ensure that the vacancy created shall be filled by a person
+nominated by the remaining Initial Wedco Directors or, if there are no remaining
+Initial Wedco Directors, by the Wedco Shareholders acting by a majority in
+interest, subject to the consent of a majority of the full Board of Directors of
+ICO.
+
+         The Wedco Shareholders Agreement also provides that if one or more of
+the ICO/Wedco Shareholders desire to sell 500,000 or more shares of Common Stock
+in a single or series of related transactions (other than in connection with an
+underwritten public offering that would not result in a transfer or transfers of
+500,000 or more shares of Common Stock to any person or group of persons) such
+proposed sale shall not be effective unless the proposed transferee agrees to be
+bound as the successor to the transferor under the agreement. The Wedco
+Shareholders Agreement was filed as Exhibit 10.9 to ICO's Form S-4 dated March
+15, 1996.
+
+         In connection with several acquisitions by ICO in which the sellers
+received shares of the Common Stock of ICO, such sellers granted certain rights
+to vote those shares to members of ICO's management.
+
+         Pursuant to ICO's acquisition of Frontier Inspection Services, Inc. in
+April 1994, each recipient of shares of the Common Stock of ICO granted an
+irrevocable proxy appointing the Chairman of the Board and the President of ICO,
+or either of them, to vote all shares of ICO the recipient received in
+connection with the acquisition. The proxy expires upon the earliest of: (1)
+termination of employment of the recipient, (2) transfer of the shares to a
+person not affiliated with or an immediate family member of the recipient or (3)
+ten years. One of the recipients, Jack C. Cave, currently owns 78,000 shares of
+the Common Stock of ICO that he received in the merger and is an employee of
+ICO. In addition, Mr. Cave holds, in ICO's 401(k) plans, 1,590 shares of ICO
+Common Stock.
+
+         Pursuant to ICO's acquisition of R.J. Dixon, Inc. in June 1995, Raymond
+J. Dixon, Jr. granted an irrevocable proxy appointing the Chairman of the Board
+and the President of ICO, or either of them, to vote all shares of ICO he
+received in connection with the acquisition. The proxy expires upon the earliest
+of: (1) termination of employment of Mr. Dixon, (2) transfer of the shares to a
+person not affiliated with or an immediate family member of Mr. Dixon or (3) ten
+years. Mr. Dixon is an employee of ICO and currently holds 94,884 shares of the
+Common Stock of ICO that he received in the acquisition.
+
+         Pursuant to ICO's acquisition of Polymer Service of Indiana, Inc. in
+July 1996, each recipient of shares of the Common Stock of ICO granted an
+irrevocable proxy appointing the Chairman of the Board and the President of ICO,
+or either of them, to vote all shares of ICO that the recipient is entitled to
+vote. The proxy expires upon the earlier of (1) transfer of the shares to a
+non-affiliated person or entity or (2) ten years. One of the recipients, Joe
+Moore, currently owns 23,942 shares of the Common Stock of ICO.
+
+         Pursuant to ICO's acquisition of Bayshore Industrial, Inc. in December
+1996, each recipient of shares of the Common Stock of ICO granted an irrevocable
+proxy appointing the Chairman of the Board and the President of ICO, or either
+of them, to vote all shares of ICO the recipient is entitled to vote. The proxy
+expires upon the earliest of: (1) transfer of the shares to a non-affiliated
+person or entity, (2) termination of employment of the recipient, (3) if either
+one or both of Al Pacholder and Sylvia Pacholder cease to serve as Chairman of
+the Board and President and Chief Executive Officer, respectively of ICO or (4)
+ten years. Three of the recipients, Eddie Johnson, Max Kloesel
+
+                                       15
+
+<PAGE>   17
+and Carol C. Munn, currently own shares of the Common Stock of ICO and are
+employees of ICO. They hold 60,283, 116,361 and 1,403 shares of the Common Stock
+of ICO, respectively. In addition, Eddie Johnson, Max Kloesel and Carol C. Munn
+hold, in ICO's 401(k) plans, 7,284, 10,660 and 3,005 shares of ICO Common Stock,
+respectively. Carol C. Munn is the beneficial owner of 20,000 shares of ICO
+Common Stock issuable upon the exercise of stock options granted under ICO's
+various employee stock option plans.
+
+         Certain Change of Control Matters
+
+         The following information could be deemed to relate to matters to be
+acted upon at the 2001 Annual Meeting.
+
+         10-3/8% Senior Notes Due 2007
+
+         Pacholder Associates, Inc., ("PAI") which is majority-owned by Dr. Al
+O. Pacholder, Sylvia A. Pacholder and William J. Morgan, may be deemed to
+beneficially own the following 10-3/8% Senior Notes due 2007 of ICO (the "Senior
+Notes"):
+
+         o    $1,725,000 in face value owned by Pacholder High Yield Fund, Inc.
+              for which PAI may be deemed to possess dispositive authority; and
+
+         o    $2,275,000 in face value owned by three PAI clients for which PAI
+              may be deemed to possess dispositive authority.
+
+The indenture pursuant to which ICO's Senior Notes were issued contains a number
+of covenants, including a change of control provision that requires ICO to
+repurchase all of the Senior Notes at a repurchase price in cash equal to 101%
+of the principal amount of the Senior Notes upon the occurrence of a change of
+control. A change of control is defined under the indenture as:
+
+         o    the sale, lease or other disposition of all or substantially all
+              of the assets of ICO and its restricted subsidiaries;
+
+         o    the adoption of a plan relating to the liquidation or dissolution
+              of ICO;
+
+         o    any person or group becoming the beneficial owner of more than 50%
+              of the total voting power of the voting stock of ICO; or
+
+         o    a majority of the members of the Board of Directors no longer
+              being continuing directors.
+
+The indenture defines continuing directors as the members of the Board of
+Directors on the date of the indenture and members that were nominated for
+election or elected to the Board of Directors with the affirmative vote of a
+majority of the continuing directors who were members of the Board at the time
+of such nomination or election. The indenture also restricts certain mergers,
+consolidations or dispositions of all or substantially all of ICO's assets.
+
+         $6.75 Convertible Exchangeable Preferred Stock
+
+         Pursuant to the Statement of Designation ("Statement of Designation")
+establishing $6.75 Convertible Preferred Exchangeable Stock (the "Preferred
+Stock"), holders of Preferred Stock are entitled to special conversion rights
+upon a change of control or a Fundamental Change (both of which are defined
+below).
+
+         Upon a change of control, a holder of Preferred Stock is entitled to
+convert all, but not less than all, of the holder's Preferred Stock into Common
+Stock of ICO at the special conversion price, which is defined as the greater of
+$5.17 and market value (as defined in the Statement of Designation). ICO may, at
+its option, provide cash equal to the market value of the Common Stock
+multiplied by the number of shares of Common Stock into which such shares of
+Preferred Stock would have been convertible prior to the change of control in
+lieu of providing Common Stock.
+
+         A change of control is deemed to have occurred under the Statement of
+Designation in the event that any person or group of persons (within the meaning
+of Section 13(d) of the Exchange Act) acquires beneficial ownership (as defined
+in the Exchange Act) of 50% of the Common Stock of ICO. A change of control will
+not be deemed to have occurred with respect to any transaction that constitutes
+a Fundamental Change.
+
+                                       16
+
+<PAGE>   18
+
+         Upon the occurrence of a Fundamental Change, each holder of Preferred
+Stock is entitled to convert all, but not less than all, of the holder's
+Preferred Stock into the kind and amount of cash, securities, property or other
+assets receivable upon such a Fundamental Change by a holder of the number of
+shares of Common Stock into which such shares of Preferred Stock would have been
+convertible immediately prior to such Fundamental Change at the special
+conversion price. ICO or a successor corporation, as the case may be, may, at
+its option, provide cash equal to the market value of the Common Stock
+multiplied by the number of shares of Common Stock into which such shares of
+Preferred Stock would have been convertible prior to the change of control in
+lieu of providing the consideration required above. Unless converted, Preferred
+Stock which becomes convertible pursuant to a Fundamental Change will remain
+convertible into the kind and amount of cash, securities, property or other
+assets that the holder of the Preferred Stock would have owned immediately after
+the Fundamental Change if the holders had converted the Preferred Stock
+immediately before the effective date of the Fundamental Change.
+
+         A Fundamental Change means:
+
+         o    the occurrence of any transaction or event in connection with
+              which all or substantially all of the Common Stock of ICO is
+              exchanged for, converted into or acquired for cash, securities, or
+              other property (whether by means of an exchange offer,
+              liquidation, tender offer, merger or otherwise); or
+
+         o    the conveyance, sale, lease, assignment, transfer or other
+              disposal of all or substantially all of ICO's property, business
+              or assets.
+
+A Fundamental Change will not be deemed to have occurred with respect to either
+of the following transactions or events:
+
+         o    any transaction or event in which more than 50% of the
+              consideration received by holders of Common Stock consists of
+              Marketable Stock (as defined below), or
+
+         o    any consolidation or merger of ICO in which the holders of Common
+              Stock of ICO immediately prior to such transaction own, directly
+              or indirectly,
+
+         o    50% or more of the common stock of the sole surviving corporation
+              (or of the ultimate parent of such sole surviving corporation)
+              outstanding at the time immediately after such consolidation or
+              merger, and
+
+         o    securities representing 50% or more of the combined voting power
+              of the surviving corporation's voting stock (or of voting stock of
+              the ultimate parent of such surviving corporation) outstanding at
+              such time.
+
+All or substantially all regarding Common Stock means 66-2/3% or more of the
+aggregate outstanding amount.
+
+         Marketable Stock means common stock of any corporation that is the
+successor to all or substantially all of the business or assets of ICO as a
+result of a Fundamental Change (or of the ultimate parent of such successor),
+which is listed or quoted on a national securities exchange, the NASDAQ NMS or
+any similar system of automated dissemination of quotations or securities prices
+in the United States.
+
+                                       17
+
+<PAGE>   19
+
+
+
+                                   SIGNATURES
+
+         Pursuant to the requirements of Section 13 or 15(d) of the Securities
+Exchange Act of 1934, the Registrant has duly caused this report to be signed on
+behalf of the undersigned, thereunto duly authorized.
+
+                                     ICO, Inc.
+
+                                     By:    /s/ Sylvia A. Pacholder
+                                        ---------------------------------------
+                                            Sylvia A. Pacholder, President and
+                                            Chief Executive Officer
+                                            (Principal Executive Officer)
+
+                                     Date:   January 26, 2001
+
+         Pursuant to the requirements of the Securities Exchange Act of 1934,
+this report has been signed below by the following persons on behalf of the
+Registrant and in the capacities and on the dates indicated.
+
+<TABLE>
+<CAPTION>
+                      NAME                                   TITLE                                    DATE
+                      ----                                   -----                                    ----
+<S>                                            <C>                                              <C>
+             /s/ Sylvia A. Pacholder           Chief Executive Officer, President,               January 26, 2001
+         -------------------------------       Secretary & Director
+               Sylvia A. Pacholder               (Principal Executive Officer)
+
+              /s/ Al O. Pacholder              Chairman of the Board, Chief Financial            January 26, 2001
+        --------------------------------       Officer & Director
+                 Al O. Pacholder                 (Principal Executive Officer)
+
+             /s/ Robin E. Pacholder            President, Wedco-North America &                  January 26, 2001
+        --------------------------------       Director
+               Robin E. Pacholder
+
+                 /s/ Jon C. Biro               Senior Vice President, Chief Accounting           January 26, 2001
+        --------------------------------       Officer and Treasurer
+                   Jon C. Biro                   (Principal Accounting Officer)
+
+            /s/ William E. Cornelius           Director                                          January 26, 2001
+        --------------------------------
+              William E. Cornelius
+
+              /s/ James E. Gibson              Director                                          January 26, 2001
+        --------------------------------
+                 James E. Gibson
+
+               /s/ Walter L. Leib              Director                                          January 26, 2001
+        --------------------------------
+                 Walter L. Leib
+
+              /s/ William J. Morgan            Director                                          January 26, 2001
+        ---------------------------------
+                William J. Morgan
+
+             /s/ George S. Sirusas             Director                                          January 26, 2001
+        --------------------------------
+                George S. Sirusas
+
+             /s/ John F. Williamson            Director                                          January 26, 2001
+        --------------------------------
+               John F. Williamson
+
+            /s/ William E. Willoughby          Director                                          January 26, 2001
+        --------------------------------
+              William E. Willoughby
+</TABLE>
+
+
+                                       18
+</TEXT>
+</DOCUMENT>
+</SEC-DOCUMENT>
+-----END PRIVACY-ENHANCED MESSAGE-----