ISS Recommends Voting for Travis Street Partners Directors

Apr 04, 2001, 01:00 ET from Travis Street Partners, LLC

    HOUSTON, April 4 /PRNewswire/ -- With less than two weeks before the
 annual ICO, Inc. (Nasdaq:   ICOC) shareholder meeting, Institutional Shareholder
 Services ("ISS"), the nation's largest independent proxy advisory firm,
 recommended that ICO shareholders elect the director slate nominated by Travis
 Street Partners, LLC, at ICO's 2001 Annual Meeting of Shareholders to be held
 on April 17.  In its report, ISS commented on issues of importance to ICO
 shareholders:
     -- On the director vote:  "We conclude that shareholders would best be
        served by the election of the dissident slate of directors, which will
        inject a healthy dose of independence into ICO's board."
     -- On ICO governance:  "The board cannot excuse a pattern of overgenerous
        compensation practices by blaming a compensation consultant."
     -- On grants of voting rights to Dr. Asher "Al" O. Pacholder and Sylvia A.
        Pacholder:  "The conferring of merger-related voting rights to the
        Pacholders creates at least an appearance of impropriety since it
        starkly contradicts the 'one share, one vote' rule of good corporate
        governance."
     -- On compensation:  "The historical composition of the Compensation
        Committee ... is particularly troublesome, since Mr. [William J.]
        Morgan [an ICO director and officer of Pacholder Associates, Inc.] and
        Dr. Pacholder were effectively setting one another's pay levels in a
        clear breach of good governance practice."
     -- On the possibility of a tender offer by TSP:  "[T]he terms of ICO's
        shareholder rights plan appear to render a tender effectively
        impossible."
     -- On ICO's proposed sale of its oilfield services business:  "While
        proffered as shareholders' salvation, [it] is a last minute deal that
        bears close examination on that basis alone ... [and] ... offers no
        immediate payout to shareholders at a time when a clearly interested
        party has offered $2.65 per share to purchase the company in cash."
     -- On the appropriateness of electing TSP's nominees:  "We believe that
        the addition of TSP's nominees would be beneficial whether or not [the
        Varco] deal is consummated."
 
     "ISS is a respected, independent organization which provides objective
 evaluations of proxy contests for its institutional clients," said Chris
 O'Sullivan, a TSP manager.  "We are very pleased that their 16 page, in-depth
 analysis of ICO governance issues concurs in most respects with our own."
     After receiving a TSP proposal to acquire ICO for $2.65 per share in cash,
 ICO entered into a letter of intent to sell its oilfield services unit for
 $165 million, a transaction which will yield no cash for shareholders.
 "Nothing in the letter of intent Al Pacholder negotiated with Varco shows how
 ICO will avoid a tax bill of about $30 million or $1.30 per share," O'Sullivan
 said.  "That cash comes right out of shareholders' pockets.  We believe this
 transaction will decrease, not enhance, shareholder value."  ICO common shares
 closed yesterday on the Nasdaq at $1.91 per share.
     To support TSP, shareholders should vote their gold cards in favor of the
 TSP director slate and discard the white proxy card mailed by management.  For
 more information, TSP is encouraging shareholders to call its proxy solicitor,
 MacKenzie Partners, at (212) 929-5500 (call collect) or (800) 322-2885 (toll-
 free).
 
 

SOURCE Travis Street Partners, LLC
    HOUSTON, April 4 /PRNewswire/ -- With less than two weeks before the
 annual ICO, Inc. (Nasdaq:   ICOC) shareholder meeting, Institutional Shareholder
 Services ("ISS"), the nation's largest independent proxy advisory firm,
 recommended that ICO shareholders elect the director slate nominated by Travis
 Street Partners, LLC, at ICO's 2001 Annual Meeting of Shareholders to be held
 on April 17.  In its report, ISS commented on issues of importance to ICO
 shareholders:
     -- On the director vote:  "We conclude that shareholders would best be
        served by the election of the dissident slate of directors, which will
        inject a healthy dose of independence into ICO's board."
     -- On ICO governance:  "The board cannot excuse a pattern of overgenerous
        compensation practices by blaming a compensation consultant."
     -- On grants of voting rights to Dr. Asher "Al" O. Pacholder and Sylvia A.
        Pacholder:  "The conferring of merger-related voting rights to the
        Pacholders creates at least an appearance of impropriety since it
        starkly contradicts the 'one share, one vote' rule of good corporate
        governance."
     -- On compensation:  "The historical composition of the Compensation
        Committee ... is particularly troublesome, since Mr. [William J.]
        Morgan [an ICO director and officer of Pacholder Associates, Inc.] and
        Dr. Pacholder were effectively setting one another's pay levels in a
        clear breach of good governance practice."
     -- On the possibility of a tender offer by TSP:  "[T]he terms of ICO's
        shareholder rights plan appear to render a tender effectively
        impossible."
     -- On ICO's proposed sale of its oilfield services business:  "While
        proffered as shareholders' salvation, [it] is a last minute deal that
        bears close examination on that basis alone ... [and] ... offers no
        immediate payout to shareholders at a time when a clearly interested
        party has offered $2.65 per share to purchase the company in cash."
     -- On the appropriateness of electing TSP's nominees:  "We believe that
        the addition of TSP's nominees would be beneficial whether or not [the
        Varco] deal is consummated."
 
     "ISS is a respected, independent organization which provides objective
 evaluations of proxy contests for its institutional clients," said Chris
 O'Sullivan, a TSP manager.  "We are very pleased that their 16 page, in-depth
 analysis of ICO governance issues concurs in most respects with our own."
     After receiving a TSP proposal to acquire ICO for $2.65 per share in cash,
 ICO entered into a letter of intent to sell its oilfield services unit for
 $165 million, a transaction which will yield no cash for shareholders.
 "Nothing in the letter of intent Al Pacholder negotiated with Varco shows how
 ICO will avoid a tax bill of about $30 million or $1.30 per share," O'Sullivan
 said.  "That cash comes right out of shareholders' pockets.  We believe this
 transaction will decrease, not enhance, shareholder value."  ICO common shares
 closed yesterday on the Nasdaq at $1.91 per share.
     To support TSP, shareholders should vote their gold cards in favor of the
 TSP director slate and discard the white proxy card mailed by management.  For
 more information, TSP is encouraging shareholders to call its proxy solicitor,
 MacKenzie Partners, at (212) 929-5500 (call collect) or (800) 322-2885 (toll-
 free).
 
 SOURCE  Travis Street Partners, LLC