March 17, 1995
VIA EDGAR
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Rexene Corporation - Schedule 13D
Dear Sir or Madam:
Attached for filing with the Securities and Exchange
Commission via an EDGAR direct transmission is the initial Schedule
13D relating to the Rexene Corporation for and on the behalf of AHI
Investments III Inc., Allen Investments III and Stanley S. Shuman.
Pursuant to the SEC's wiring instructions, the appropriate filing
fee has been filed via the Fedwire system to the SEC's account at
Mellon Bank in Pittsburgh, Pennsylvania.
If there are any questions regarding this filing, please
do not hesitate to contact the undersigned or Robert H. Werbel,
Esq. at (212) 832-8300.
Sincerely,
/s/William St. Lawrence
William St. Lawrence
Legal Assistant
Enclosures
cc: New York Stock Exchange
Rexene Corporation
53347
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
REXENE CORPORATION
(Name of Issuer)
COMMON STOCK, Par Value $0.01 Per Share
(Title of Class of Securities)
761683101
(CUSIP Number)
ALLEN & COMPANY INCORPORATED
711 Fifth Avenue, New York 10022
Telephone: (212) 832-8000, Attention: Steven J. Greenfield
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
March 9, 1995
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13-d-1(b)(3) or (4), check the following box / /
Check the following box if a fee is being paid with the statement /x/ (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purposes of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
53230
Page 1 of 12 Pages
<PAGE>
SCHEDULE 13D
- --------------------------------------------------------------------------------
CUSIP No. 761683101 Page 2 of 12 Pages
================================================================================
1 NAME OF REPORTING PERSON -
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Allen Investments III
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /x/
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(E) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0
SHARES ------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 141,600
REPORTING --------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
0
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
141,600
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
141,600
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* /x/
- ------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.8%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
================================================================================
* SEE INSTRUCTIONS BELOW BEFORE FILLING OUT!
SEC 1746 (9-88)
<PAGE>
SCHEDULE 13D
- --------------------------------------------------------------------------------
CUSIP No. 761683101 Page 3 of 12 Pages
================================================================================
1 NAME OF REPORTING PERSON -
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
AHI Investments III Inc.
13-3546834
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /x/
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
Not Applicable
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(E) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0
SHARES ------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 141,600
REPORTING --------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
0
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
141,600
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
141,600
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* /x/
- ------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.8%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
================================================================================
* SEE INSTRUCTIONS BELOW BEFORE FILLING OUT!
SEC 1746 (9-88)
<PAGE>
SCHEDULE 13D
- --------------------------------------------------------------------------------
CUSIP No. 761683101 Page 4 of 12 Pages
================================================================================
1 NAME OF REPORTING PERSON -
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Stanley S. Shuman
###-##-####
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /x/
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(E) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 94,400
SHARES ------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 141,600
REPORTING --------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
94,400
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
141,600
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
236,000
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* /x/
- ------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.3%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
================================================================================
* SEE INSTRUCTIONS BELOW BEFORE FILLING OUT!
SEC 1746 (9-88)
53235
<PAGE>
Page 5 of 12 Pages
SCHEDULE 13D
ITEM 1. Security and Issuer
a. Class of Securities: Common Stock, par value $0.01 per
share ("Common Stock")
b. Issuer: Rexene Corporation (the "Issuer")
5005 LBJ Freeway
Dallas, Texas 75244
ITEM 2. Identity and Background
As set forth herein, the persons filing this Schedule
13D are Allen Investments III, AHI Investments III Inc.
and Stanley S. Shuman (collectively the "Reporting
Persons").
a. Name: Allen Investments III ("Allen
Investments"), a New York general
partnership
See Exhibit A for Officers and Directors
of AHI Investments III Inc.,
a general partner of
Allen Investments
b. Address: 711 Fifth Avenue
New York, New York 10022
c. Business or
occupation: Investments
d. Neither Allen Investments nor its general partners nor
the officers and directors of its general partners have
been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) during the
past five years.
e. During the last five years, neither Allen Investments
nor its general partners nor the officers and directors
of its general partners were a party to a civil
proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal
or state securities laws or finding any violations with
respect to such laws.
<PAGE>
Page 6 of 12 Pages
f. Citizenship
or Place of
Organization: New York
a. Name: AHI Investments III Inc., a Delaware
corporation ("AHI Investments")
See Exhibit A for Officers and Directors
of AHI Investments
b. Address: 711 Fifth Avenue
New York, New York 10022
c. Business or
occupation: Holding Company
d. Neither AHI Investments nor any individual listed in
Exhibit A attached hereto has been convicted in a
criminal proceeding (excluding traffic violations or
similar misdemeanors) during the past five years.
e. During the last five years, neither AHI Investments nor
any individual listed in Exhibit A attached hereto was
a party to a civil proceeding of a judicial or admini-
strative body of competent jurisdiction and as a result
of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to,
federal or state securities laws or finding any
violations with respect to such laws.
f. Citizenship or
Place of
Organization: Delaware
Citizenship of the Officers and
Directors of AHI Investments is set
forth in Exhibit A hereto.
a. Name: Stanley S. Shuman
b. Address: 711 Fifth Avenue
New York, New York 10022
c. Business or
occupation: Investment Banker
Allen & Company Incorporated
711 Fifth Avenue
New York, New York 10022
<PAGE>
Page 7 of 12 Pages
d. The above Reporting Person has not been convicted in a
criminal proceeding (excluding traffic violations or
similar misdemeanors) during the past five years.
e. During the last five years, the above Reporting Person
has not been a party to a civil proceeding of a
judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or
is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state
securities laws or finding any violations with respect
to such laws.
f. Citizenship or
Place of
Organization: United States
ITEM 3. Source and Amount of Funds or Other Consideration
The aggregate purchase price of the Common Stock
purchased by Allen Investments and Mr. Shuman as
reported in Item 5(c) of this Schedule 13D was as
follows:
<TABLE>
<CAPTION>
Name of Reporting Person Aggregate Purchase Price
<S> <C>
Allen Investments $1,380,600
Stanley S. Shuman $ 920,400
</TABLE>
Allen Investments and Mr. Shuman purchased the Common
Stock reported herein with working capital and personal
funds, respectively.
ITEM 4. Purpose of Transaction
Allen Investments and Mr. Shuman purchased
the securities with respect to which this filing is
made for investment purposes and not for the purpose of
controlling the Issuer. The Reporting Persons
currently have no plans, proposals or intentions which
would result in any of the actions described in clause
(a) through (j) of Item 4 of Schedule 13D.
ITEM 5. Interest in Securities of the Issuer
(a) As of the close of business on March 17, 1995, the
Reporting Persons named in Item 2 of this Schedule 13D,
by virtue of the provisions of Rule 13d-3(d)(1)(i), may
<PAGE>
Page 8 of 12 Pages
be deemed to own beneficially in the aggregate the
number and percentage of the Common Stock set forth
below. All percentages set forth below were reported
on the basis of 18,717,797 shares of the Common Stock
outstanding as of March 9, 1995 as specified by the
Issuer in a letter dated March 14, 1995.
<TABLE>
<CAPTION>
Name Shares of Common Stock Percentage
<S> <C> <C>
Allen Investments III 141,600(1) 0.8%
AHI Investments III Inc. 141,600(1)(2) 0.8%
Stanley S. Shuman 236,000(1)(3) 1.3%
</TABLE>
___________________
(1) The aggregate of 236,000 shares of the Common Stock owned by the Reporting
Persons was purchased on March 9 and 10, 1995 in participation with the
acquisition by Messrs. Stephen C. Swid ("SCS") and Stephen D. Weinroth
("SDW") of beneficial ownership of an aggregate of 339,049 shares of the
Common Stock in two block trades executed on the New York Stock Exchange
("NYSE"). The Common Stock so acquired by SCS and SDW, together with the
Common Stock beneficially owned by them and acquired prior to March 9,
1995, represent approximately 6.4% of the outstanding Common Stock. Solely
by virtue of the participation by the Reporting Persons in the purchase of
Common Stock with SCS and SDW in the two block purchases described above,
the Reporting Persons may be deemed to be part of a "group" together with
SCS and SDW within the meaning of Rule 13d-5. However, no agreement exists
between either of the Reporting Persons and either of SCS and SDW with
respect to any further acquisitions of the Common Stock or the holding,
voting or disposing of the Common Stock. Each Reporting Person disclaims
(i) beneficial ownership of the Common Stock beneficially owned by SCS or
SDW and (ii) being part of a "group" together with SCS and SDW within the
meaning of Rule 13d- 5. The Reporting Persons have been informed by SCS and
SDW that SCS and SDW intend to file with the Securities and Exchange
Commission a statement on Schedule 13D with respect to their beneficial
ownership of the Common Stock and the transactions described in this Note
(1).
(2) The 141,600 shares of the Common Stock acquired by Allen Investments are
also attributable to AHI Investments, a general partner of Allen
Investments. AHI Investments and 3 S Corp., a Delaware corporation
controlled by Mr. Shuman, are the co-general partners of Allen Investments.
AHI Investments is the general partner executing this Schedule 13D on
behalf of Allen Investments.
(3) As the controlling person of one of the general partners of Allen
Investments, Mr. Shuman may be deemed to beneficially own the Common
Stock owned by Allen Investments.
(b) Allen Investments shares with AHI Investments, a
general partner of Allen Investments, the power to vote and
shares the power to determine the disposition of the Common
Stock which Allen Investments owns as reported in Item 5(a)
herein. Stanley S. Shuman has sole power to vote or to
direct the vote and sole power to dispose or to direct
the disposition of the Common Stock which Mr. Shuman
owns personally as reported in Item 5(a) of this
Schedule 13D.
(c) The following table sets forth the transactions
effected by each of the Reporting Persons in Item 2
above during the past sixty days. Each of the
transactions set forth below reflects a purchase
effected on the NYSE.
<PAGE>
Page 9 of 12 Pages
<TABLE>
<CAPTION>
Price Per Allen
Trade Date Share ($) Stanley S. Shuman Investments III
<S> <C> <C> <C>
3/9 9.75 60,000 (*) 90,000 (*)
3/10 9.75 34,400 (*) 51,600 (*)
</TABLE>
(*) As described in Note (1) to the table set forth in Item 5(a), on March 9,
and 10, 1995, the Reporting Persons purchased the Common Stock reported
herein in participation with the purchase by SCS and SDW of an aggregate of
339,049 shares of Common Stock (225,049 on March 9, and 114,000 on March
10) in two block trades executed on the NYSE.
(d) To the best of Reporting Persons' knowledge,
except as set forth herein, no other person has the
right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, any
shares of the Common Stock which the Reporting Persons
may be deemed to own beneficially.
(e) Not applicable.
ITEM 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
The Reporting Persons are parties to a Joint Filing
Agreement, a copy of which is attached hereto as
Exhibit B, with respect to the filing of this Schedule
13D and any amendments hereto.
ITEM 7. Material Filed as Exhibits
Exhibit A: Officers and Directors of Allen
Investments III Inc.
Exhibit B: Joint Filing Agreement Dated March 17,
1995.
<PAGE>
Page 10 of 12 Pages
After reasonable inquiry and to the best of our knowledge and
belief, we certify that the information set forth in this statement is
true, complete and correct.
Dated: March 17, 1995
AHI INVESTMENTS III INC. ALLEN INVESTMENTS III
By: AHI Investments III Inc.
By: /s/ Steven J. Greenfield By: /s/ Steven J. Greenfield
Steven J. Greenfield Steven J. Greenfield
Vice President Vice President
/s/ Stanley S. Shuman
Stanley S. Shuman
53238
<PAGE>
Page 11 of 12 Pages
EXHIBIT A
Directors and Executive Officers of AHI Investments III Inc.
The name and present principal occupation or employment of the
directors and executive officers of AHI Investments III Inc. are set
forth below. The business address of each director and executive
officer is 711 Fifth Avenue, New York, New York 10022. All such
persons are citizens of the United States.
Present Principal Occupation
Name and Position of Employment
James W. Quinn Chief Financial Officer - Allen & Company
President and Director Incorporated
Stanley S. Shuman Managing Director - Allen & Company
Vice-President Incorporated
Steven J. Greenfield Chief Compliance Officer - Allen & Company
Vice-President, Secretary Incorporated
and Director
Howard Felson Vice-President - Allen & Company
Assistant Secretary Incorporated
53238
<PAGE>
Page 12 of 12 Pages
EXHIBIT B
JOINT FILING AGREEMENT
In accordance with the Rule 13d-1(f) under the Securities
Exchange Act of 1934, as amended, the persons named below agree to the
joint filing on behalf of each of them of a Statement on Schedule 13D
(including amendments thereto) with respect to the Common Stock, par
value $0.01 per share, of Rexene Corporation and further agree that
this Joint Filing Agreement be included as an Exhibit to such joint
filings. In evidence thereof, the undersigned, being duly authorized,
have executed this Joint Filing Agreement this 17th day of March,
1995.
AHI INVESTMENTS III INC. ALLEN INVESTMENTS III
By: AHI Investments III Inc.
By:/s/Steven J. Greenfield By:/s/Steven J. Greenfield
Steven J. Greenfield Steven J. Greenfield
Vice President Vice President
/s/Stanley S. Shuman
Stanley S. Shuman
53238
