<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
REXENE CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
5) Total fee paid:
------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
------------------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
3) Filing Party:
------------------------------------------------------------------------
4) Date Filed:
------------------------------------------------------------------------
<PAGE>
REXENE CORPORATION
5005 LBJ FREEWAY
DALLAS, TEXAS 75244
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 30, 1996
To the Stockholders of
REXENE CORPORATION:
Notice is hereby given that the annual meeting of stockholders of Rexene
Corporation, a Delaware corporation, will be held on Tuesday, April 30, 1996, at
9:00 a.m., local time, at the Westin Hotel, 13340 Dallas Parkway, Dallas, Texas
75240 for the following purposes:
1. To elect ten directors to serve until the Annual Meeting of Stockholders
in 1997; and
2. To transact such other business as may properly come before the meeting
or any adjournment(s) thereof.
Only stockholders of record at the close of business on March 5, 1996 are
entitled to notice of, and to vote at, the meeting or any adjournment(s)
thereof.
You are cordially invited and urged to attend the meeting, but if you are
unable to attend, please sign and date the enclosed proxy and return it promptly
in the enclosed self-addressed stamped envelope. A prompt response will be
appreciated. If you attend the meeting, you may vote in person, if you wish,
whether or not you have returned your proxy. In any event, a proxy may be
revoked at any time before it is exercised.
BY ORDER OF THE BOARD OF DIRECTORS
BERNARD J. McNAMEE
Secretary
Dallas, Texas
March 22, 1996
<PAGE>
REXENE CORPORATION
5005 LBJ FREEWAY
DALLAS, TEXAS 75244
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 30, 1996
SOLICITATION OF PROXIES
SOLICITATION AND REVOCABILITY OF PROXIES
This proxy statement is furnished to holders of Rexene Corporation
("Rexene", "New Rexene", "Old Rexene" or the "Company") common stock, $0.01 par
value ("Common Stock"), in connection with the solicitation of proxies on behalf
of the Board of Directors of the Company for use at the annual meeting of
stockholders of Rexene to be held on Tuesday, April 30, 1996, at 9:00 a.m.,
local time, at the Westin Hotel, 13340 Dallas Parkway, Dallas, Texas 75240, and
at any adjournment(s) thereof, for the purposes set forth in the accompanying
Notice of Annual Meeting of Stockholders.
Shares represented by a proxy in the form enclosed, duly signed, dated and
returned to the Company and not revoked, will be voted at the meeting in
accordance with the directions given, but in the absence of directions to the
contrary, such shares will be voted for the election of the Board's nominees for
directors and in favor of any other proposals that may come before the meeting.
The Board of Directors knows of no other matters, other than those stated in the
foregoing notice, to be presented for consideration at the meeting or any
adjournment(s) thereof. If, however, any other matters properly come before the
meeting or any adjournment(s) thereof, it is the intention of the persons named
in the enclosed proxy to vote such proxy in accordance with their judgment on
any such matters. The persons named in the enclosed proxy may also, if it is
deemed to be advisable, vote such proxy to adjourn the meeting from time to
time.
Any stockholder executing and returning a proxy has the power to revoke it
at any time before it is voted by delivering to the Secretary of Rexene, 5005
LBJ Freeway, Dallas, Texas 75244, a written revocation thereof or by duly
executing a proxy bearing a later date. Any stockholder attending the annual
meeting of stockholders may revoke his proxy by notifying the Secretary at such
meeting and voting in person if he desires to do so. Attendance at the annual
meeting will not by itself revoke a proxy
The approximate date on which this proxy statement and the form of proxy are
first sent to stockholders is March 22, 1996.
The cost of soliciting proxies will be borne by Rexene. Solicitation may be
made, without additional compensation, by directors, officers and regular
employees of Rexene in person or by mail, telephone or telegram. Rexene may also
request banking institutions, brokerage firms, custodians, trustees, nominees
and fiduciaries to forward solicitation material to the beneficial owners of the
Common Stock held of record by such persons, and Rexene will reimburse the
forwarding expense. All costs of preparing, printing and mailing the form of
proxy and the material used in the solicitation thereof will be borne by Rexene.
SHARES OUTSTANDING AND VOTING RIGHTS
The close of business on March 5, 1996 is the record date for determination
of stockholders entitled to notice of and to vote at the meeting or any
adjournment(s) thereof. The only voting security of Rexene outstanding is the
Common Stock, each share of which entitles the holder thereof to one vote. At
the record date for the meeting, there were outstanding and entitled to be voted
18,766,118 shares of Common Stock.
1
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following tabulation sets forth as of March 5, 1996, information with
respect to each person who was known by Rexene to be the beneficial owner of
more than five percent of the Common Stock.
<TABLE>
<CAPTION>
COMMON STOCK
BENEFICIALLY OWNED
-------------------------------
NUMBER OF PERCENT OF
NAME AND ADDRESS OF BENEFICIAL OWNER SHARES CLASS
- --------------------------------------------------------------------------- ----------------- ------------
<S> <C> <C>
State of Wisconsin Investment Board........................................ 1,785,000(1) 9.51%
P.O. Box 7842
Madison, Wisconsin 53707
Dave C. Swalm.............................................................. 950,000(2) 5.06%
8707 Katy Freeway #300
Houston, Texas 77024
Stephen C. Swid and Stephen D. Weinroth.................................... 1,195,336(3,4) 6.37%
c/o Stephen C. Swid
SCS Communications, Inc.
152 West 57th Street
57th Floor
New York, New York 10019
</TABLE>
- ------------------------
(1) Based upon information reported in an Amendment No. 1 to Schedule 13G dated
February 2, 1996, filed by the State of Wisconsin Investment Board with the
Securities and Exchange Commission (the "SEC"). All such shares are directly
held with sole voting and investment power.
(2) Based upon information reported in a Schedule 13D filed by Dave C. Swalm
("Swalm") with the SEC on May 26, 1995, as amended by an amendment filed
with the SEC on November 3, 1995 and as further amended by an amendment
dated March 7, 1996. Swalm has sole voting and investment power with respect
to 350,000 shares of Common Stock and has shared voting and investment power
with respect to 600,000 shares of Common Stock owned by Texas Olefins
Company, 70% of the voting stock of which is beneficially owned by Swalm.
(3) Based upon information reported in a Schedule 13D dated March 17, 1995 filed
by Stephen C. Swid ("SCS") and Stephen D. Weinroth ("SDW") with the SEC. SCS
has sole voting and investment power with respect to 950,986 shares of
Common Stock that he beneficially owns. SCS has shared voting and investment
power (with persons other than SDW) with respect to 11,000 shares that he
beneficially owns. SDW has the sole voting and investment power with respect
to the 233,350 shares of Common Stock that he beneficially owns. Although
SCS and SDW may be deemed to be a "group" within the meaning of Rule 13d-5
under the Securities Exchange Act of 1934, as amended (the "1934 Act"), each
of SCS and SDW disclaims beneficial ownership of the shares of Common Stock
beneficially owned by the other.
(4) Based upon information reported in the Schedule 13D referred to in Note (3)
above and a Schedule 13D dated March 17, 1995 filed by Allen Investments III
("Allen III"), an affiliate of Allen & Company Incorporated, and Stanley S.
Shuman, an executive officer of Allen & Company Incorporated. These shares
do not include an aggregate of 236,000 shares of Common Stock (approximately
1.3% of the outstanding shares of Common Stock) beneficially owned by Allen
III and Mr. Shuman, collectively. On March 9 and 10, 1995, Allen III and Mr.
Shuman purchased such shares in participation with the purchase by SCS and
SDW of an aggregate of 575,049 shares in two block trades executed on the
New York Stock Exchange. By virtue of such purchases, Allen III and Mr.
Shuman 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 SCS and SDW and either of Allen III and Mr. Shuman with respect to
any further acquisitions of shares of Common Stock or the holding, voting or
disposing of shares of Common Stock. SCS and SDW each disclaims
2
<PAGE>
beneficial ownership of shares of Common Stock beneficially owned by Allen
III or Mr. Shuman. Allen III and Mr. Shuman each disclaims beneficial
ownership of shares of Common Stock beneficially owned by SCS and SDW.
SECURITY OWNERSHIP OF MANAGEMENT
The following tabulation sets forth information with respect to the
beneficial ownership of the Common Stock as of March 5, 1996 by each director of
the Company, each nominee for director of the Company, each executive officer
listed in the Summary Compensation Table included elsewhere in this proxy
statement, and all executive officers and current directors of the Company as a
group.
<TABLE>
<CAPTION>
COMMON STOCK
BENEFICIALLY OWNED
------------------------
NUMBER OF PERCENT
NAME SHARES (1)(2) OF CLASS
- ----------------------------------------------------------------------------------------- ------------- ---------
<S> <C> <C>
DIRECTORS AND NOMINEES FOR DIRECTOR
Lavon N. Anderson........................................................................ 35,382(3) *
James R. Ball............................................................................ 0 *
Harry B. Bartley, Jr..................................................................... 3,000 *
R. James Comeaux......................................................................... 5,000 *
Arthur L. Goeschel....................................................................... 27,834(4) *
William B. Hewitt........................................................................ 27,000 *
Ilan Kaufthal............................................................................ 27,000 *
Jack E. Knott............................................................................ 29,666(5) *
Charles E. O'Connell..................................................................... 2,000 *
Andrew J. Smith.......................................................................... 71,889 *
Heinn F. Tomfohrde, III.................................................................. 8,250 *
NAMED EXECUTIVE OFFICERS (EXCLUDING ANY DIRECTOR NAMED ABOVE) AND GROUP
Kevin W. McAleer......................................................................... 23,333 *
Jonathan R. Wheeler...................................................................... 23,833 *
All current directors and executive officers as a group (15 persons)..................... 345,187 1.84%
</TABLE>
- ------------------------
* Less than 1%
(1) All shares listed are directly held with sole voting and investment power
unless otherwise indicated.
(2) Includes shares subject to stock options which are exercisable within 60
days by the following individuals and group in the following amounts: Dr.
Anderson -- 33,582; Mr. Bartley -- 2,000; Mr. Comeaux -- 2,000; Mr. Goeschel
-- 2,500; Mr. Hewitt -- 8,250; Mr. Kaufthal -- 27,000; Mr. O'Connell --
2,000; Mr. Smith -- 46,332; Mr. Tomfohrde -- 8,250; Mr. McAleer -- 23,333;
Mr. Knott -- 26,666; Mr. Wheeler -- 23,333; and all directors and executive
officers as a group -- 264,246.
(3) Includes 100 shares owned by a corporation of which Dr. Anderson owns 50% of
the outstanding stock and shares voting and investment power.
(4) Includes 1,000 shares held by Mr. Goeschel's spouse.
(5) Includes 3,000 shares held by Mr. Knott's spouse in a custodial capacity
under the Uniform Gift to Minors Act.
PROPOSAL 1. ELECTION OF DIRECTORS
The business and affairs of the Company are managed by and under the
direction of the Board of Directors, which exercises all corporate powers of the
Company and establishes broad corporate policies. When the Board is not in
session, the Executive Committee may, to the extent permitted by law, exercise
the powers of the Board of Directors in the management of the business and
affairs of the
3
<PAGE>
Company. The Executive Committee of the Board of Directors is composed of Arthur
L. Goeschel (Chairman), Lavon N. Anderson, William B. Hewitt, Andrew J. Smith
and Heinn F. Tomfohrde, III. During 1995, the Board of Directors held nine
meetings.
The Company has standing audit, compensation and nominating committees of
the Board of Directors. The Management Development and Compensation Committee
(the "Compensation Committee"), which held four meetings during 1995, is
composed of William B. Hewitt (Chairman), Harry B. Bartley, Jr., R. James
Comeaux and Charles E. O'Connell. The Compensation Committee exercises the
powers of the Board of Directors in connection with all matters relating to
compensation of executive officers, employee benefit plans and the
administration of Rexene's stock option programs.
The Audit Committee, which held two meetings in 1995, is composed of Ilan
Kaufthal (Chairman), Harry B. Bartley, Jr., Arthur L. Goeschel and Heinn F.
Tomfohrde, III. The Audit Committee's primary responsibilities are to (i)
recommend Rexene's independent auditors to the Board of Directors, (ii) review
with Rexene's auditors the plan and scope of the auditor's annual audit, the
results thereof and the auditors' fees, (iii) review internal audit procedures
and periodically meet with Rexene's internal auditors to review the results of
such procedures, (iv) review Rexene's financial statements and (v) take such
other action as they deem appropriate as to the accuracy and completeness of
financial records of Rexene and financial information gathering, reporting
policies and procedures of Rexene.
The function of the Nominating Committee is to recommend nominees for
election as directors at the annual meeting of stockholders and to recommend the
candidates for election to fill vacancies on the Board as they occur. The Board
of Directors considers and takes action upon the recommendations of the
Nominating Committee. Although this committee has no formal policy on the
subject, the Board of Directors believes that any nominee recommended by a
stockholder in writing to the Secretary of the Company with complete
biographical data regarding the nominee would be considered by the Nominating
Committee. The Nominating Committee, which did not meet in 1995, is composed of
Arthur L. Goeschel (Chairman), R. James Comeaux, Ilan Kaufthal and Andrew J.
Smith.
All duly submitted and unrevoked proxies will be voted for the nominees for
directors selected by the Board of Directors, except where authorization so to
vote is withheld. If any nominee(s) should become unavailable for election for
any presently unforeseen reason, the persons designated as proxies will have
full discretion to cast votes for another person(s) designated by the Board. Mr.
Heinn F. Tomfohrde, III has declined to stand for re-election to the Board at
the annual meeting. The Board has voted to increase the size of the Board from
nine members to ten, effective as of April 30, 1996. The ten nominees of the
Board of Directors of the Company are named below. Each of the nominees has
consented to serve as a director if elected. Set forth below is certain
information with respect to the nominees, including their ages, their principal
occupations and their directorships of publicly held companies. All of the
nominees except Messrs. Ball and Knott are currently directors of the Company.
LAVON N. ANDERSON, age 60, has served as President and Chief Operating
Officer of the Company since January 1991 and as a director since February 1990.
From May 1988 to January 1991, Dr. Anderson was Executive Vice President --
Manufacturing and Technical of Rexene. Dr. Anderson has held positions in
engineering, manufacturing and research and development at Rexene since 1972.
JAMES R. BALL, age 52, is a private investor and is engaged in private
consulting. Mr. Ball served Vista Chemical Company in a number of capacities
from 1984 to 1994, including Vice President, Marketing from July 1984 to August
1987, Senior Vice President, Commercial from August 1987 to February 1992,
Executive Vice President and Chief Operations Officer, from February 1992 to
July 1992, and President and Chief Executive Officer from July 1992 to December
1994. Prior to July 1984, Mr. Ball held various positions with Conoco since
1969. Mr. Ball is a director of The Carbide/Graphite Group.
4
<PAGE>
HARRY B. BARTLEY, JR., age 68, has served as a director of the Company since
April 1995. He is currently retired. Mr. Bartley served Hoechst Celanese
Corporation in a number of capacities from 1950 to 1989, including President of
Celanese Chemical Co. from 1976 to 1987, President of Hoechst Celanese Chemical
Group from 1987 to 1989 and director of Hoechst Celanese Corporation from 1987
to 1989.
R. JAMES COMEAUX, age 57, has served as a director of the Company since
April 1995. He has served as President of Management Associates, a consulting
firm, since April 1993. From August 1989 to January 1993, Mr. Comeaux was
President, Chief Executive Officer and Director of Arcadian Corporation, a
fertilizer manufacturer. Prior to such time, Mr. Comeaux was Senior Vice
President of FINA, Inc. from 1984 to 1989 and served Gulf Oil Corporation in a
number of capacities from 1967 to 1984.
ARTHUR L. GOESCHEL, age 74, has served as Chairman of the Board of Rexene
since March 1992. He also served as a director of Rexene from April 1988 to May
1989. Mr. Goeschel is presently retired. He was Chairman of the Board of Tetra
Technologies, Inc., a company which recycles and treats environmentally
sensitive by-product and wastewater streams, and then markets end-use chemicals
extracted from such streams, from November 1992 to October 1993. He is a
director of Calgon Carbon Corporation and National Picture Frame Corporation and
a member of the board of trustees of the Dreyfus-Laurel Mutual Funds.
WILLIAM B. HEWITT, age 57, has served as a director of the Company since
February 1990. He has been President of Union Corporation, a receivables
management and customer service outsourcing company, since May 1995 and Chairman
of the Board and Chief Executive Officer of Capital Credit Corporation, a
receivables management company, since September 1991. Mr. Hewitt was Executive
Vice President of First Manhattan Consulting Group, a management consulting
firm, from 1980 to September 1991. He is also a director of the Union
Corporation.
ILAN KAUFTHAL, age 48, has served as a director of the Company since
September 1992. He has been a managing director of Schroder Wertheim & Co.
Incorporated, an investment banking firm, since 1987. He is also a director of
United Retail Group, Inc., Cambrex Corporation and Russ Berrie & Company.
JACK E. KNOTT, age 41, has served as Executive Vice President of the Company
and President of Rexene Products since March 1995. Prior thereto, Mr. Knott had
been Executive Vice President -- Sales and Market Development of the Company
since March 1992. Prior thereto, Mr. Knott was an Executive Vice President of
the Company since January 1991 and President of CT Film since February 1989.
CHARLES E. O'CONNELL, age 64, has served as a director of the Company since
April 1995. He is currently retired. From 1985 to 1988, Mr. O'Connell served as
President of the Society of Plastics Industries, a trade association. From 1964
to 1984, he served Gulf Oil Corporation in a variety of capacities.
ANDREW J. SMITH, age 54, has served as Chief Executive Officer and director
of the Company since March 1992. From December 1991 to March 1992, he was
engaged in private consulting. From June 1991 to December 1991, he was President
and Chief Operating Officer of Itex Enterprises, Inc., an environmental
remediation company. Mr. Smith also served as a consultant to the Company from
January 1991 to June 1991. Immediately prior thereto, he had been a director of
Rexene since May 1988 and the President and Chief Executive Officer of Rexene
since June 1988. Prior thereto, he had held various positions with Rexene since
1976.
On July 7, 1992, the United States Bankruptcy Court for the District of
Delaware entered an order confirming a First Amended Plan of Reorganization,
which became effective on September 18, 1992 (the "Effective Date"), relating to
the Company's bankruptcy proceedings pursuant to voluntary petitions filed by
the Company's predecessor ("Old Rexene") under Chapter 11 of the United States
5
<PAGE>
Bankruptcy Code on October 18, 1991. Lavon N. Anderson, Arthur L. Goeschel,
William B. Hewitt and Andrew J. Smith, directors of the Company, were also
directors of the Company's predecessor that filed such petitions.
COMPENSATION OF DIRECTORS
FEES AND EXPENSES. In 1995, each director who is not an employee of the
Company received a fee of $2,000 for each meeting of the Board attended prior to
April 24, 1995 and $1,000 for each meeting of the Board attended thereafter,
$1,000 for each committee meeting attended which was not held on the same day as
a Board meeting and, commencing April 25, 1995, an annual fee of $10,000 payable
in quarterly installments. In addition, on April 25, 1995, each director who is
not an employee of the Company received options to purchase an aggregate of
2,000 shares of Common Stock (other than the Chairman of the Board who received
options to purchase 2,500 shares of Common Stock) under the Company's 1995 Stock
Option Plan for Outside Directors. Such 1995 options are exercisable at $2.09
per share, equal to the average of the fair market value per share of Common
Stock for the last 20 trading days immediately preceding April 25, 1995, less
$10.00. The Company also reimburses directors for travel, lodging and related
expenses they may incur in attending Board and committee meetings.
CONSULTING AGREEMENT. By agreement dated March 16, 1992, Rexene has agreed
to compensate Arthur L. Goeschel, Chairman of the Board, in addition to his
normal director fees, the sum of $2,750 per day plus expenses for each day (over
five days per quarter) that he consults with respect to Company matters. Under
the agreement, Mr. Goeschel did not receive any consulting fees in 1995. Mr.
Goeschel is not entitled to any employee benefits, or to participate in any
benefit plans maintained by Rexene for its employees, other than those in which
non-employee directors are eligible to participate.
EXECUTIVE COMPENSATION
The following is a report submitted by members of the Compensation Committee
addressing the Company's compensation policy as it related to the executive
officers for fiscal 1995.
The report of the Compensation Committee appearing in this proxy statement
and the information herein under "Executive Compensation -- Performance Graphs"
shall not be deemed to be "soliciting material" or to be "filed" with the SEC or
subject to the SEC's proxy rules, or to the liabilities of Section 18 of the
1934 Act, and such information shall not be deemed to be incorporated by
reference into any filing made by the Company under the Securities Act of 1933
or the 1934 Act.
6
<PAGE>
REPORT OF THE MANAGEMENT DEVELOPMENT
AND COMPENSATION COMMITTEE
To the Stockholders of Rexene Corporation:
As members of the Management Development and Compensation Committee (the
"Committee") of the Board of Directors (the "Board"), it is our responsibility
to establish overall policy for the compensation of executive officers of the
Company, to recommend to the Board executive compensation plans for the
executive officers, to administer such plans, and to recommend to the Board
specific levels of compensation to be paid to the executive officers. We also
have the sole authority to determine the timing, pricing and amount of any award
of any rights to any executive officer to acquire Common Stock of the Company.
The Committee's long-term objective for executive compensation is to
attract, motivate and retain qualified individuals for executive positions and
to link incentives to Company performance and enhanced stockholder value. In
establishing executive compensation, the Committee neither bases its decisions
entirely on quantitative relative weights of various factors, nor does it follow
a mathematical formula. Rather, the Committee exercises discretion and makes
judgments after considering all factors that it considers relevant, including
individual performance, level of responsibility, and the achievement of certain
objective targets relating to the Company's financial performance.
Historically, the Company's executive compensation program has consisted of
(i) annual cash compensation of a base salary and a bonus opportunity based upon
Company financial performance and (ii) stock options. In 1995, the Company's
executive compensation package included the base salary and bonus opportunity,
based upon the achievement of a combination of corporate financial objectives
and individual, nonfinancial objectives discussed below, but did not, for the
reasons discussed below, include stock option grants.
CASH COMPENSATION
BASE SALARY
In making its decisions in 1995 about base salary levels for executive
officers, including the chief executive officer, the Committee considered
primarily individual performance of such officers, including the evaluation of
other executive officers by the chief executive officer, the improved financial
condition and performance of the Company, the level of responsibility of each
such officer and compensation levels for executives in selected comparable
companies with which the Company competes. The Committee also relied upon
surveys of executive compensation prepared by the Company's independent
compensation consultant, Towers Perrin. Towers Perrin provided data extrapolated
from its survey of executive compensation at 13 other companies in the same
industry in which the Company competes and at approximately 300 chemical and
industrial concerns. Companies chosen for comparison purposes in the
compensation survey do not include all the companies which comprise the peer
group index in the performance graphs included in this Proxy Statement. The
Committee believes that the Company's competitors for executive talent are not
necessarily limited to those companies that would be included in the peer group
established for comparing stockholder returns. The Towers Perrin data indicated
that base salary levels of all the executive officers, including the chief
executive officer, were between the median ranges and the 75th percentile ranges
for executives holding similar positions at other companies in the study.
Effective January 1, 1995, the salary of the chief executive officer was
raised from $380,000 to $430,000, an increase of 13 percent, and on December 1,
1995 to $450,000, an increase of 5%. In fixing the chief executive officer's
salary, the Committee took into account the Company's continued financial and
operational progress, the individual performance of the chief executive officer,
and comparable base salary data provided by Towers Perrin.
7
<PAGE>
BONUS
An integral part of executive officer cash compensation is the use of annual
cash bonuses to reward executive officers for their individual and team results
when Company performance meets or exceeds specified targets adopted by the
Committee on an annual basis. Such targets may vary from year to year depending
upon those elements of Company performance which the Board deems of special
significance in a particular fiscal year, and the competitive environment in
which the Company operates. The Committee believes that linking a substantial
portion of executive officer cash compensation to annual Company financial
performance provides a meaningful incentive to such officers to enhance Company
performance.
In January 1995, the Committee recommended and the Board approved a cash
bonus plan (the "1995 Bonus Plan") that would provide each executive officer,
under a formula set out in the 1995 Bonus Plan, the opportunity to receive
amounts ranging between 0% and 108% (except the chief executive officer, whose
bonus opportunity ranged from 0% to 145%) of his 1995 year end base salary rate
depending in part on the Company's achievement of specified levels of net income
and in part on each officer's level of achievement in 1995 of specific
individual, nonfinancial objectives. Individual objectives were set for the
chief executive officer by the Board of Directors and for all other executive
officers by the chief executive officer. The chief executive officer earned a
bonus equal to 104% of year end base salary in 1995. Each of the other executive
officers earned a bonus between 65% and 85% of year end base salary in 1995.
LONG-TERM COMPENSATION
Long-term incentives strengthen the ability of the Company to attract,
motivate and retain capable executives and more closely align the interests of
management with those of stockholders. In 1994, the Committee determined that
several steps should be implemented to establish a more competitive long-term
compensation program. These steps included the award of stock options under
existing plans and the adoption, and stockholder approval in 1995, of the 1994
Long-Term Incentive Plan, and the adoption of a supplemental retirement plan for
certain executive officers. In adopting these plans and awarding options, the
Committee consulted its compensation consultants. As a result of executive
officer participation in two separate option grants during 1994, the Committee
made no awards under the Company's 1994 Long Term Incentive Plan in 1995.
MANAGEMENT DEVELOPMENT AND
COMPENSATION COMMITTEE
William B. Hewitt, Chairman
Harry B. Bartley, Jr.
R. James Comeaux
Charles E. O'Connell
8
<PAGE>
SUMMARY COMPENSATION TABLE
The following table sets forth certain summary information concerning the
compensation paid or awarded to the Chief Executive Officer of the Company and
the four other highest paid executive officers of the Company in 1995 (the
"named executive officers") for the years indicated.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION
-------------------------------------
OPTIONS
(NUMBER OF ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS SHARES) COMPENSATION
- ------------------------------------------ --------- ----------- ----------- ----------- -------------
<S> <C> <C> <C> <C> <C>
Andrew J. Smith 1995 $ 431,671 $ 469,808 -- $ 7,176(1)
Chief Executive Officer 1994 367,502 380,000 70,000 4,902
1993 350,000 -- 22,000 4,361
Lavon N. Anderson, President 1995 $ 297,000 $ 248,054 -- $ 10,888(2)
and Chief Operating Officer 1994 292,000 297,000 40,000 6,273
1993 285,000 -- 17,000 6,299
Kevin W. McAleer, Executive 1995 $ 230,420 $ 196,272 -- $ 4,201(3)
Vice President & Chief 1994 223,752 184,000 32,000 3,003
Financial Officer 1993 216,000 -- 12,000 2,926
Jack E. Knott, Executive Vice 1995 $ 221,675 $ 203,338 -- $ 3,542(4)
President and President of 1994 217,921 176,000 38,000 3,209
Rexene Products Company 1993 205,000 -- 12,000 2,724
("Rexene Products"), a
division of the Company
Jonathan R. Wheeler, Executive 1995 $ 206,675 $ 190,630 -- $ 3,548(5)
Vice President and President 1994 200,838 164,000 32,000 2,703
of Consolidated Thermo- 1993 195,000 -- 12,000 2,644
plastics Company ("CT Film"),
a division of the Company
</TABLE>
- ------------------------
(1) Consists of Company contributions to employee benefit plans (and related
cash supplements) of $4,584, $2,310 and $1,769 in 1995, 1994 and 1993,
respectively, and imputed income for life insurance of $2,592, $2,592 and
$2,592 for 1995, 1994 and 1993, respectively.
(2) Consists of Company contributions to employee benefit plans (and related
cash supplements) of $4,570, $2,223 and $2,249 in 1995, 1994 and 1993,
respectively, and imputed income for life insurance of $6,318, $4,050 and
$4,050 in 1995, 1994 and 1993, respectively.
(3) Consists of Company contributions to employee benefit plans (and related
cash supplements) of $2,771, $2,196 and $2,151 in 1995, 1994 and 1993,
respectively, and imputed income for life insurance of $1,430, $807 and $775
in 1995, 1994 and 1993, respectively.
(4) Consists of Company contributions to employee benefit plans (and related
cash supplements) of $2,744, $2,426 and $2,249 in 1995, 1994 and 1993,
respectively, and imputed income for life insurance of $798, $783 and $475
in 1995, 1994 and 1993, respectively.
(5) Consists of Company contributions to employee benefit plans (and related
cash supplements) of $2,812, $1,988 and $1,950 in 1995, 1994 and 1993,
respectively, and imputed income for life insurance of $736, $715, and $694
in 1995, 1994 and 1993, respectively.
9
<PAGE>
OPTION GRANTS, EXERCISES AND HOLDINGS
No named executive officer received or exercised options to purchase Common
Stock in 1995. The following table sets forth certain information with respect
to the unexercised options to purchase Common Stock held at December 31, 1995 by
each of the Company's named executive officers.
<TABLE>
<CAPTION>
NUMBER OF UNEXERCISED VALUE OF UNEXERCISED
OPTIONS AT 12/31/95 IN-THE-MONEY OPTIONS
(SHARES) AT 12/31/95
--------------------- ----------------------
EXERCISABLE/ EXERCISABLE/
NAME UNEXERCISABLE UNEXERCISABLE
- --------------------------------------------------------- --------------------- ----------------------
<S> <C> <C>
Andrew J. Smith.......................................... 46,332/45,668 $ 224,691/$112,349
Lavon N. Anderson........................................ 33,582/25,668 178,509/ 88,418
Kevin W. McAleer......................................... 23,333/20,667 124,264/ 62,136
Jack E. Knott............................................ 26,666/23,334 143,040/ 71,520
Jonathan R. Wheeler...................................... 23,333/20,667 124,264/ 62,136
</TABLE>
RETIREMENT PLANS
The Company has a trusteed non-contributory defined benefit pension plan
(the "Retirement Plan") for substantially all non-union employees. The normal
retirement age of participants is 65. An employee is entitled, subject to
various Internal Revenue Code limitations, to annual pension benefits equal to
0.9% of the employee's average annual base salary during the highest paid three
consecutive years of the employee's final ten calendar years of service ("Final
Average Pay") multiplied by years of service under the Retirement Plan, plus
0.5% of the employee's Final Average Pay which exceeds an average, computed
under Internal Revenue Service rules, of the employee's wages taken into account
for social security purposes, multiplied by the number of years of the
employee's participation in the Retirement Plan (up to a maximum of 35 years).
In October 1994, the Company adopted the Rexene Corporation Supplemental
Executive Retirement Plan (the "SERP"). The purposes of the SERP are to provide
supplemental retirement and survivor benefits, in addition to amounts payable
under the Retirement Plan, for a certain select group of management or highly
compensated employees who complete a specified period of service and otherwise
become eligible under the SERP. The Company intends to fund the SERP from time
to time at the discretion of the Management Development and Compensation
Committee or the Board of Directors; the general assets of the Company are the
source of funds for the SERP. Participants in the SERP are entitled on or after
age 60 and completion of 15 years of service from and after the later to occur
of January 1, 1988 and their employment commencement date to receive monthly
pension benefits which, when aggregated with benefits payable under the
Retirement Plan, equal 65% of the monthly average of Final Average Pay
multiplied by the participant's percentage of vesting and credited service under
the SERP. Generally, participants vest 20% for each of the first five years of
service, commencing October 1, 1994. Such pension benefits will be paid to the
extent allowable under the Internal Revenue Code from the Retirement Plan and
thereafter from the SERP. Pension payments to be received by Dr. Anderson under
the SERP will be further reduced by any monthly pension benefits received under
a predecessor company retirement plan, but he will be totally vested and given
full service credit if he elects early retirement after August 1997. In
addition, benefits payable to participants in the SERP who have less than 15
years of service will be reduced at the rate of 6 2/3% per year. If a
participant elects to retire prior to age 60, he is eligible to receive benefits
upon reaching age 55 and in such event his benefits under the SERP may be
reduced in an amount not to exceed 10% for each year of early retirement. Under
the SERP, pension payments will be permitted in excess of the limit imposed by
the Internal Revenue Code under the Retirement Plan, which in 1995 provides that
the highest annual salary on which benefits can be calculated is $150,000.
Messrs. Smith, Anderson, McAleer, Knott and Wheeler and two other executive
officers are the only current participants in the SERP.
The following table illustrates the amount of combined annual pension
benefits payable under the Retirement Plan and the SERP to participants in
specified average annual earnings and years of
10
<PAGE>
service classifications. Benefit payments under the Retirement Plan are not
subject to any reduction for social security benefits or other offset amounts.
Although the amounts set forth below include benefits payable under the SERP
assuming participant vesting of 100%, each of the current participants in the
SERP is only currently vested to the extent of 20% of his accrued benefits in
such plan.
<TABLE>
<CAPTION>
ANNUAL BENEFITS FOR YEARS OF SERVICE
---------------------------------------------------------------
FINAL AVERAGE PAY 5 10 15 20 25
- -------------------------------------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
$100,000.............................. $ 21,667 $ 43,333 $ 65,000 $ 65,000 $ 65,000
150,000.............................. 32,500 65,000 97,500 97,500 97,500
200,000.............................. 43,333 86,667 130,000 130,000 130,000
300,000.............................. 65,000 130,000 195,000 195,000 195,000
400,000.............................. 86,667 173,333 260,000 260,000 260,000
500,000.............................. 108,333 216,667 325,000 325,000 325,000
</TABLE>
For purposes of calculation of benefits under the Retirement Plan, only
years of service since 1984 count in the benefits formula. As of December 31,
1995, the named executive officers had the following credited years of service
under the Retirement Plan: Mr. Smith -- twelve years; Dr. Anderson -- twelve
years; Mr. McAleer -- five years; Mr. Knott -- ten years; and Mr. Wheeler --
seven years. For purposes of calculation of benefits under the SERP, the years
of credited service for each of the named executive officers as of December 31,
1995 were as follows: Mr. Smith -- eight years; Dr. Anderson -- eight years; Mr.
McAleer -- five years; Mr. Knott -- eight years; and Mr. Wheeler -- seven years.
EXECUTIVE SECURITY PLAN
The beneficiaries of two executive officers of the Company, Dr. Anderson and
Mr. Knott, are entitled to receive under the Executive Security Plan of the
Company (the "Security Plan") death benefits equal to a lump sum of $300,000 in
the event of the death of Dr. Anderson or Mr. Knott while employed by the
Company. The Company purchases life insurance covering such benefits. At the
present time, it is not expected that any additional executive officers will be
selected for participation in the Security Plan.
PERFORMANCE GRAPHS
The following graphs show comparisons of cumulative stockholder returns for
the Common Stock in comparison to returns for the Standard and Poor's 500 Index
and Standard and Poor's Chemicals Index of companies. The first graph compares
cumulative stockholder returns since September 18, 1992, the date when the
Company emerged from bankruptcy. The second graph compares cumulative
stockholder returns for the 5 year period since 1991.
11
<PAGE>
The following graph shows a comparison of cumulative total stockholder
returns for the Common Stock of New Rexene, the Standard & Poor's 500 Index and
the Standard & Poor's Chemicals Index since the Effective Date.
COMPARISON OF CUMULATIVE STOCKHOLDER TOTAL RETURN (1)
AMONG NEW REXENE, S&P 500 INDEX AND
S&P CHEMICALS INDEX (2)
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
NEW REXENE S&P 500 INDEX S&P CHEMICALS INDEX
<S> <C> <C> <C>
Sept.-92 100 100 100
1992 141 104 103
1993 105 114 115
1994 432 116 133
1995 392 159 174
</TABLE>
<TABLE>
<CAPTION>
SEPT-92 1992 1993 1994 1995
------- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
New Rexene............................ 100 141 105 432 392
S&P 500 Index......................... 100 104 114 116 159
S&P Chemicals Index................... 100 103 115 133 174
</TABLE>
- ------------------------
(1) Total return assuming reinvestment of dividends. Assumes $100 invested on
the Effective Date in Common Stock of Rexene, the Standard & Poor's 500
Index and the Standard & Poor's Chemicals Index.
(2) Fiscal year ending December 31.
(3) No comparison is presented for periods prior to September 1992 when Rexene
emerged from bankruptcy because such numbers would not be meaningful.
12
<PAGE>
The following graph shows a comparison of cumulative total stockholder
returns for the common stock of Old Rexene, the Standard & Poor's 500 Index and
the Standard & Poor's Chemicals Index for the years indicated as prescribed by
the SEC's rules.
COMPARISON OF CUMULATIVE STOCKHOLDER TOTAL RETURN (1)
AMONG OLD REXENE, S&P 500 INDEX AND
S&P CHEMICALS INDEX (2)
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
OLD REXENE S&P 500 INDEX S&P CHEMICALS INDEX
<S> <C> <C> <C>
1990 100 100 100
1991 59 130 130
1992 7 140 143
1993 5 155 160
1994 22 157 185
1995 20 215 242
</TABLE>
<TABLE>
<CAPTION>
1990 1991 1992 1993 1994 1995
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Old Rexene.................... 100 59 7 5 22 20
S&P 500 Index................. 100 130 140 155 157 215
S&P Chemicals Index........... 100 130 143 160 185 242
</TABLE>
- ------------------------
(1) Total return assuming reinvestment of dividends. Assumes $100 invested on
December 31, 1990 on common stock of Old Rexene, the Standard & Poor's 500
Index and the Standard & Poor's Chemicals Index.
(2) Fiscal year ending December 31.
CERTAIN TRANSACTIONS
A son of Andrew J. Smith, the Chief Executive Officer and a director of the
Company, became a Vice President of Orion Pacific, Inc. ("Orion") in 1990 and
was a shareholder of Orion between 1993 and 1994. In August 1993, the son of Mr.
Smith resigned as an officer and employee of Orion. Pursuant to contractual
arrangements originated in 1988, (i) the Company sells to Orion certain
discarded by-products which Orion extracts from Company landfills and (ii) Orion
packages and processes a portion of the Rextac amorphous polyalphaolefins
("APAO") manufactured by the Company at its plant in Odessa, Texas. During the
year ended December 31, 1995, the Company sold approximately $221,000 of such
by-products to Orion in the ordinary course of business. For the same period,
the Company purchased approximately $1,418,000 of APAO processing and packaging
services and miscellaneous materials from Orion. The Company has also agreed to
pay Orion an additional $250,000 per plant for
13
<PAGE>
each APAO plant utilizing the technology which the Company builds or licenses
outside the United States (excluding a certain joint venture plant in Japan).
The Company currently licenses this technology to Orion so that Orion can
continue providing these services to the Company.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the 1934 Act requires directors and officers of the
Company, and persons who own more than 10 percent of the Common Stock, to file
with the SEC initial reports of ownership and reports of changes in ownership of
the Common Stock. Directors, officers and more than 10 percent stockholders are
required by SEC regulations to furnish the Company with copies of all Section
16(a) forms they file. To the Company's knowledge, based solely on a review of
the copies of such reports furnished to the Company and written representations
that no other reports were required, during the year ended December 31, 1995,
all Section 16(a) filing requirements applicable to its directors, officers and
more than 10 percent beneficial owners were met.
EMPLOYMENT AGREEMENTS
Andrew J. Smith, Chief Executive Officer and a director of the Company,
Lavon N. Anderson, President and Chief Operating Officer and a director of the
Company, Kevin W. McAleer, Executive Vice President and Chief Financial Officer
of the Company, Jack E. Knott, Executive Vice President of Rexene and President
of Rexene Products, James M. Ruberto, Executive Vice President of Rexene --
Administration, Jonathan R. Wheeler, Executive Vice President and President of
CT Film, and Bernard J. McNamee, Executive Vice President, Secretary and General
Counsel of the Company, are each parties to termination agreements entered into
in 1995. Each termination agreement provides that in the event the employee is
terminated without cause (as defined in the agreement) after a change in control
of Rexene, is assigned to a position of lesser responsibility or in the event
such employee voluntarily resigns his employment in certain limited
circumstances after such a change in control, Rexene is obligated to pay the
employee within 10 business days after the effective date of such termination, a
lump sum cash severance equal to three times his then current annual base salary
less $1.00. Additionally, in the event such employee voluntarily resigns because
he is required to relocate within the continental United States after a change
in control under the Company's standard relocation policy, such employee is
entitled to receive a lump sum cash severance amount equal to 18 months then
current base salary. The agreements also provide that in the event the employee
is terminated without cause by Rexene without a change in control, Rexene is
obligated to pay the employee within 10 business days of such termination a lump
sum cash severance amount equal to one year of such employee's then current base
salary. "Change in control" is defined in the relevant agreements to generally
include: (i) a change in at least two-thirds of the members of the Board of
Directors, whether as the result of a merger, reorganization or otherwise; (ii)
the acquisition by a related group of persons of beneficial ownership of at
least 20% of the Common Stock; (iii) the liquidation or dissolution of the
Company; or (iv) a determination by a majority of the directors of the Company
that such a change of control has occurred or is imminent.
AUDITORS
Price Waterhouse LLP, which has served as the Company's independent public
accountants since October 1990, has been appointed by the Board of Directors to
audit the financial statements of the Company for the year ending December 31,
1996. Such appointment will not be submitted to stockholders for ratification or
approval. Representatives of Price Waterhouse LLP are expected to be present at
the meeting to respond to appropriate questions from the stockholders and will
be given the opportunity to make a statement should they desire to do so.
14
<PAGE>
OTHER MATTERS
The Board of Directors of the Company does not intend to present any other
matters at the meeting and knows of no other matters which will be presented.
However, if any other matters come before the meeting, it is the intention of
the persons named in the enclosed proxy to vote in accordance with their
judgment on such matters.
STOCKHOLDER PROPOSALS
In order to be considered for inclusion in the Company's proxy materials for
the 1997 Annual Meeting of Stockholders, stockholder proposals must be received
at the Company's principal executive office in Dallas, Texas no later than
November 22, 1996.
FORM 10-K ANNUAL REPORT
The Company will provide without charge to each person from whom a proxy is
solicited by this proxy statement, upon the written request of any such person,
a copy of the Company's annual report on Form 10-K, including the financial
statements and the schedules thereto, required to be filed with the Securities
and Exchange Commission pursuant to Section 13(a)-1 under the 1934 Act for the
Company's most recent fiscal year. Requests should be directed to the Vice
President of Communications and Support Services, Rexene Corporation, 5005 LBJ
Freeway, Occidental Tower, Dallas, Texas 75244.
15
<PAGE>
- -------------------------------------------------------------------------------
REXENE CORPORATION
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR
THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON APRIL 30, 1996
The undersigned hereby appoints Arthur L. Goeschel and Andrew J. Smith as
proxies, each with the power to appoint his substitute, and hereby authorizes
them to represent and to vote as designated on the reverse side of this proxy
card, all the shares of common stock of Rexene Corporation held of record by
the undersigned on March 5, 1996, at the Annual Meeting of Stockholders to be
held on April 30, 1996 at 9:00 a.m., local time, at the Westin Hotel, 13340
Dallas Parkway, Dallas, Texas 75240, and at any adjournment(s) thereof.
Receipt of the Notice of Annual Meeting of Stockholders and the Proxy
Statement in connection therewith, each dated March 22, 1996, and of a 1995
Annual Report to Stockholders are hereby acknowledged.
(Continued and to be signed on reverse side)
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
/X/ PLEASE MARK YOUR VOTE
AS IN THIS EXAMPLE.
<TABLE>
<CAPTION>
<S> <C> <C> <C>
FOR ALL NOMINEES
LISTED AT RIGHT (EXCEPT WITHHOLD AUTHORITY
AS MARKED TO THE TO VOTE FOR ALL NOMINEES NOMINEES: Lavon N. Anderson
CONTRARY BELOW) LISTED AT RIGHT James R. Ball
Harry B. Bartley, Jr.
1. ELECTION / / / / R. James Comeaux
OF Arthur L. Goeschel
DIRECTORS William B. Hewitt
(INSTRUCTION: To withhold authority to Ilan Kaufthal
vote for any individual nominee Jack E. Knott
write that nominee's name on the space Charles E. O'Connell
provided below) Andrew J. Smith
</TABLE>
- ----------------------------------------------
2. In their discretion, the proxies are authorized to vote with respect to
any other matters which may properly come before the meeting or any
adjournment(s) thereof.
THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE SPECIFICATIONS HEREON. IN
THE ABSENCE OF SUCH SPECIFICATIONS, THE PROXY WILL BE VOTED FOR THE ELECTION
TO THE BOARD OF DIRECTORS OF THE NOMINEES LISTED ON THIS PROXY AND IN THE
DISCRETION OF THE PROXIES ON ANY OTHER BUSINESS.
PLEASE COMPLETE, DATE AND SIGN THIS PROXY AND RETURN IT IN THE ENCLOSED
ENVELOPE.
The undersigned hereby revokes any proxy or proxies heretofore given to
represent or vote such common stock and hereby ratifies and confirms all
action that said proxies, their substitutes, or any of them, might lawfully
take in accordance with the terms hereof.
______________ Dated ______, 1996 ___________________________ Dated ______, 1996
SIGNATURE* (SIGNATURE IF HELD JOINTLY)*
NOTE: When signing on behalf of a corporation, partnership, estate, trust or
in any representative capacity, please sign name and title. For joint
accounts each joint owner must sign.
