UNITED STATES OF AMERICA
Before the
SECURITIES AND EXCHANGE COMMISSION
SECURITIES EXCHANGE ACT OF 1934
Release No. 41428 / May 20, 1999
ADMINISTRATIVE PROCEEDING
File No. 3-9905
In the Matter of
William E. Willoughby,
Respondent.
ORDER INSTITUTING CEASE-
AND-DESIST PROCEEDINGS
PURSUANT TO SECTION 21C OF
THE SECURITIES EXCHANGE ACT
OF 1934 AND FINDINGS AND
ORDER OF THE COMMISSION
I.
The Commission deems it appropriate and in the public interest that
public administrative proceedings be, and they hereby are, instituted
pursuant to Section 21C of the Securities Exchange Act of 1934
("Exchange Act") to determine whether William E. Willoughby
("Willoughby") violated (or caused violations of) Sections 13(d),
13(g) and 16(a) of the Exchange Act and Rules 13d-1, 13d-2, 16a-2,
16a-3 and former Rule 16a-1 promulgated thereunder.
II.
In anticipation of the institution of these administrative
proceedings, Willoughby ("the Respondent") has submitted an Offer of
Settlement which the Commission has determined to accept. Solely for
the purpose of these proceedings and any other proceeding brought by
or on behalf of the Commission or to which the Commission is a party,
the Respondent, without admitting or denying the matters set forth
herein, consents to the issuance of this Order Instituting
Cease-and-Desist Proceedings Pursuant to Section 21C of the Securities
Exchange Act of 1934 and Findings and Order of the Commission ("the
Order"), and to the entry of the findings, and imposition of the
remedial sanctions set forth below.
III.
On the basis of this Order and the Respondent's Offer of Settlement
SNIPPETS:
SECURITIES AND EXCHANGE COMMISSION
William E. Willoughby, Respondent.
ORDER INSTITUTING CEASE-AND-DESIST PROCEEDINGS PURSUANT TO SECTION 21C OF THE SECURITIES
In anticipation of the institution of these administrative proceedings, Willoughby ("the
Solely for the purpose of these proceedings and any other proceeding brought by or on behalf
h below.
William E. Willoughby, age 78, founded Wedco Technology, Inc., served as its Chairman,
Willoughby has been a Director of ICO, Inc. since April 1996 and is a former beneficial owner
Wedco's common stock was registered with the Commission pursuant to Section 12 of the
According to ICO's Annual Report on Form 10-K for the year ended September 30, 1998, ICO had
Section 13of the Exchange Act and Rule 13d-1 thereunder, in relevant part, provide that any
Rule 13d-2requires that amendments to Schedule 13D be promptly filed if any material change
A change of one percent or more in the reporting person's beneficial ownership of the
WILLOUGHBY'S VIOLATIONS OF SECTIONS 13,
As shown in the attached Tables, in connection with changes in his ownership of Wedco
He also was two weeks late filing a Form 3, and was from one month to over one year late
Based on the above, the Commission finds that Willoughby violated Sections 13, 13and 16of the
Willoughby, in his Offer, consents to this Order making findings, as set forth above, and
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