<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
REXENE CORPORATION
________________________________________________________________________________
(Name of issuer)
COMMON STOCK, $.01 par value
________________________________________________________________________________
(Title of class of securities)
7616831010
-------------------------------------
(CUSIP number)
Guy P. Wyser-Pratte
63 Wall Street
New York, New York 10005
212-495-5350
(Name, address and telephone number of person authorized to receive notices and
communications)
________________________________________________________________________________
October 24, 1996
-------------------------------------
(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 13d-1(b)(3) or (4), check the following box [_].
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.
(Continued on the following pages)
(Page 1 of 10 Pages)
________________________________
*The remainder of this cover page shall be filled out for a reporting persons
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 purpose of Section 18 of the Securities Exchange Act of
1934 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).
1
<PAGE>
SCHEDULE 13D
<TABLE>
<CAPTION>
CUSIP NO. 7616831010
- ---------------------------------------------------------------------------------
<C> <S> <C> <C>
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
GUY P. WYSER-PRATTE SOCIAL SECURITY NO. ###-##-####
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
NUMBER OF 7 SOLE VOTING POWER
SHARES 922,800
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 922,800
WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
922,800
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.91%
14 TYPE OF REPORTING PERSON *
IN
=================================================================================
</TABLE>
* SEE INSTRUCTIONS BEFORE FILLING OUT!
2
<PAGE>
SCHEDULE 13D
<TABLE>
<CAPTION>
CUSIP NO. 7616831010
- ---------------------------------------------------------------------------------
<C> <S> <C> <C>
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
SPEAR, LEEDS & KELLOGG IRS IDENTIFICATION NO. 13-5515160
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
NUMBER OF 7 SOLE VOTING POWER
SHARES 918,400
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 918,400
WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
918,400
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.88%
14 TYPE OF REPORTING PERSON *
BD;PN
=================================================================================
</TABLE>
* SEE INSTRUCTIONS BEFORE FILLING OUT!
3
<PAGE>
Preamble
This Amendment No. 1 to Schedule 13D (this "Amendment") should be read in
conjunction with the Schedule 13D (the "Schedule 13D") filed with the Securities
and Exchange Commission on October 15, 1996 by Guy P. Wyser-Pratte ("Wyser-
Pratte") and Spear, Leeds & Kellogg ("Spear Leeds" and, together with Wyser-
Pratte, the "Reporting Persons") relating to the shares of Common Stock, par
value $.01 per share (the "Shares"), of Rexene Corporation, a Delaware
corporation (the "Company"). This Amendment amends the Schedule 13D only with
respect to Items 3 and 5. All capitalized terms not otherwise defined herein
shall have the meanings ascribed thereto in the Schedule 13D.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
-------------------------------------------------
The aggregate purchase price of the 922,800 shares of Common Stock owned by
Wyser-Pratte, the Wyser-Pratte Partnerships and the Wyser-Pratte Accounts was
$11,131,940, inclusive of brokerage commissions. Each of Wyser-Pratte, the
Wyser-Pratte Partnerships and the Wyser-Pratte Accounts used their own assets to
purchase such shares, which may at any given time include funds borrowed in the
ordinary course in their margin accounts.
The aggregate purchase price of the 918,400 shares of Common Stock
beneficially owned by Spear Leeds was $10,878,837, inclusive of brokerage
commissions. The funds used to purchase such shares were obtained from Spear
Leeds' working capital, which may at any given time include funds borrowed in
the ordinary course of its general business activities from banks and/or margin
accounts.
4
<PAGE>
ITEM 5. INTEREST IN SECURITIES OF ISSUER.
--------------------------------
(a) and (b) As of October 25, 1996, Wyser-Pratte owns beneficially
(inclusive of shares beneficially owned by Wyser-Pratte Management and Wyser-
Pratte LP) 922,800 shares of the Common Stock, representing approximately 4.91%
of the 18,804,034 shares of Common Stock outstanding as reported in the
Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1996 (the
"Form 10-Q"). In addition, as of October 25, 1996, 52,000 shares of the Common
Stock, representing approximately .28% of the 18,804,034 shares of Common
Stock outstanding as reported in the Form 10-Q, were held by clients of Wyser-
Pratte & Co., Inc. ("Wyser-Pratte & Co."), a registered broker-dealer of which
Wyser-Pratte is the President and sole director, in certain brokerage accounts
maintained with Wyser-Pratte & Co. (the "Wyser-Pratte Brokerage Accounts").
Neither Wyser-Pratte nor Wyser-Pratte & Co. has any voting or investment power
or authority with respect to shares of Common Stock held in the Wyser-Pratte
Brokerage Accounts and both Wyser-Pratte and Wyser-Pratte & Co. disclaim
beneficial ownership of such shares. The reference in this Schedule 13D to
shares of Common Stock held in the Wyser-Pratte Brokerage Accounts is included
solely in an effort to provide the fullest possible disclosure relating to
matters covered by this Schedule 13D and shall not be construed as an admission
that either Wyser-Pratte or Wyser-Pratte & Co. has or shares investment and/or
voting power or is otherwise the beneficial owner of those shares of Common
Stock held in the Wyser-Pratte Brokerage Accounts for purposes of Section 13(d)
or Section 13(g) of the Exchange Act. Wyser-Pratte disclaims beneficial
ownership of shares of Common Stock which are or may be deemed to be
beneficially owned by or on behalf of any other person which is or may be deemed
to be a member of a group with any of the Reporting Persons.
As of October 25, 1996, Spear Leeds owns beneficially 918,400 shares of
Common Stock, representing approximately 4.88% of the 18,804,034 shares of
Common Stock outstanding as reported in the Form 10-Q. Spear Leeds disclaims
beneficial ownership of shares of Common Stock which are or may be deemed to be
beneficially owned by or on behalf of any other person which is or may be deemed
to be a member of a group with any of the Reporting Persons.
As of October 25, 1996, the Reporting Persons collectively own beneficially
1,841,200 shares of Common Stock, representing approximately 9.79% of the
18,804,034 shares of Common Stock outstanding as reported in the Form 10-Q.
(c) Information with respect to all transactions in the shares of Common
Stock beneficially owned by Wyser-Pratte which were effected during the past
sixty days is set forth in Schedule C hereto and incorporated herein by
----------
reference.
Information with respect to all transactions in the shares of Common Stock
beneficially owned by Spear Leeds which were effected in the past sixty days is
set forth in Schedule D hereto and incorporated herein by reference.
----------
(d) None.
(e) Not applicable.
5
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: October 28, 1996 By: /s/ Guy P. Wyser-Pratte
---------------------------------------
Guy P. Wyser-Pratte
6
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
SPEAR, LEEDS & KELLOGG
Dated: October 28, 1996 By: /s/ Fred Kambeitz
---------------------------------
Name: Fred Kambeitz
Title: Managing Director
7
<PAGE>
SCHEDULE C
----------
INFORMATION WITH RESPECT TO TRANSACTIONS
OF THE REGISTRANT'S COMMON STOCK
BY WYSER-PRATTE DURING THE PAST SIXTY DAYS
<TABLE>
<CAPTION>
Number of Shares
of Common Stock Price
Date Purchased/(Sold)(1) Per Share(2)
- ----------------- ------------------- -------------
<S> <C> <C>
08-27-96 9,700 11.1250
08-27-96 3,800 11.1250
08-27-96 5,000 11.1250
08-27-96 4,300 11.1250
08-27-96 1,000 11.1250
08-27-96 2,000 11.1250
08-27-96 1,700 11.1250
08-28-96 41,300 11.2815
08-28-96 15,800 11.2815
08-28-96 22,900 11.2815
08-28-96 4,200 11.2815
08-28-96 8,600 11.2815
08-28-96 7,200 11.2815
08-29-96 82,500 11.3141
08-29-96 31,800 11.3141
08-29-96 40,900 11.3141
08-29-96 8,200 11.3141
08-29-96 16,700 11.3141
08-29-96 14,900 11.3141
08-30-96 16,900 11.4963
08-30-96 6,500 11.4963
08-30-96 8,400 11.4963
08-30-96 1,700 11.4963
08-30-96 3,500 11.4963
08-30-96 3,000 11.4963
09-17-96 3,000 11.5000
09-17-96 2,000 11.5000
09-19-96 7,300 11.6956
09-19-96 5,400 11.6956
09-19-96 7,300 11.6956
09-19-96 1,400 11.6956
09-19-96 2,900 11.6956
09-19-96 2,500 11.6956
09-30-96 1,000 11.8750
09-30-96 500 12.0000
10-03-96 5,700 12.0000
10-03-96 25,600 11.8750
10-03-96 62,500 12.0000
10-03-96 16,000 12.0000
10-03-96 9,200 11.8750
10-03-96 2,000 12.0000
10-03-96 2,700 11.8750
</TABLE>
8
<PAGE>
<TABLE>
<S> <C> <C>
10-03-96 600 12.0000
10-03-96 6,500 12.0000
10-03-96 11,200 12.0000
10-03-96 1,100 12.0000
10-03-96 5,100 11.8750
10-03-96 5,000 12.0000
10-03-96 800 12.0000
10-03-96 4,000 11.8750
10-03-96 (101,200) 11.8996
10-04-96 38,600 12.0357
10-04-96 13,800 12.0357
10-04-96 3,900 12.0357
10-04-96 7,800 12.0357
10-04-96 5,900 12.0357
10-07-96 7,500 12.1250
10-08-96 7,000 12.1250
10-08-96 400 12.0000
10-08-96 2,800 12.1250
10-08-96 800 12.1250
10-08-96 1,700 12.1250
10-08-96 1,200 12.1250
10-09-96 9,000 12.2500
10-09-96 10,800 12.1250
10-09-96 4,500 12.1250
10-09-96 2,500 12.2500
10-09-96 2,000 12.1250
10-09-96 2,900 12.1250
10-09-96 1,000 12.2500
10-09-96 3,000 12.1250
10-10-96 5,400 12.5000
10-11-96 26,800 12.9706
10-14-96 6,300 13.0000
10-15-96 10,000 12.8750
10-15-96 19,500 12.9038
10-21-96 20,000 12.8750
10-23-96 25,000 13.0000
10-24-96 25,000 13.0000
10-25-96 124,400 13.0000
--------
Total: 842,100
</TABLE>
---------------------------
(1) All transactions were effected on the New York Stock Exchange.
(2) Excludes brokerage commissions.
9
<PAGE>
SCHEDULE D
----------
INFORMATION WITH RESPECT TO TRANSACTIONS
OF THE REGISTRANT'S COMMON STOCK
BY SPEAR LEEDS DURING THE PAST SIXTY DAYS
<TABLE>
<CAPTION> Number of Shares
of Common Stock Price
Date Purchased/(Sold)(1) Per Share(2)
- ----------- --------------- -------------
<S> <C> <C> <C>
08-28-96 10,000 11.2500
08-29-96 25,000 11.4500
08-29-96 600 11.3750
08-30-96 15,000 11.5000
09-03-96 24,800 11.3750
09-04-96 5,000 11.7500
09-05-96 50,000 11.7500
09-06-96 5,000 11.6250
09-09-96 22,000 11.8750
09-09-96 3,100 11.6250
09-09-96 10,000 11.7500
09-10-96 200 11.8750
09-12-96 40,000 12.1250
09-13-96 8,800 12.1250
09-16-96 5,000 11.8750
09-16-96 5,000 11.7500
10-03-96 46,600 11.8750
10-03-96 10,200 12.0000
10-04-96 20,000 12.1250
10-04-96 50,000 12.0000
10-07-96 7,500 12.1250
10-08-96 400 12.0000
10-08-96 15,500 12.1250
10-09-96 12,500 12.2500
10-09-96 23,200 12.1250
10-10-96 5,400 12.5000
10-11-96 20,500 13.0000
10-11-96 6,300 12.8750
10-14-96 6,300 13.0000
10-15-96 10,000 12.8750
10-15-96 10,000 12.8750
10-15-96 5,000 13.0000
10-15-96 2,500 12.7500
10-15-96 2,000 13.0000
10-21-96 10,000 12.7500
10-21-96 10,000 13.0000
10-23-96 25,000 13.0000
10-24-96 25,000 13.0000
10-25-96 94,400 13.0000
10-25-96 30,100 13.0000
-------
Total: 677,900
</TABLE>
- ---------------------------
(1) Unless otherwise indicated, all transactions were effected on the New York
Stock Exchange.
(2) Excludes brokerage commissions.
(3) Effected on the over-the-counter market
10
