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Section 240.14a-101 Schedule 14A.
Information required in proxy statement.
Schedule 14A Information
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [ ]
Filed by a party other than the Registrant [X]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[X] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
REXENE CORPORATION
.................................................................
(Name of Registrant as Specified In Its Charter)
GUY P. WYSER-PRATTE AND SPEAR, LEEDS & KELLOGG
.................................................................
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
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:
.......................................................
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[LETTERHEAD OF MACKENZIE PARTNERS, INC.]
News Release
CONTACT:
- -------
Stan Kay
(212) 929-5940
FOR IMMEDIATE RELEASE:
- ----------------------
GUY P. WYSER-PRATTE AND SPEAR, LEEDS & KELLOGG ANNOUNCE
FOUR NOMINEES FOR BOARD OF REXENE CORPORATION
NEW YORK, NY -- December 4, 1996 -- Guy P. Wyser-Pratte and Spear, Leeds &
Kellogg announced today its nominees for the board of directors of Rexene
Corporation (NYSE:RXN) if the Rexene shareholders adopt the proposal to call a
special meeting to remove and replace the existing directors. The Nominees are
Lawrence McQuade, James Pasman, Jr., Robert Mauch and Jonathan Macey. The Rexene
board would be reduced in size so that these four would form a majority of the
Rexene board.
Mr. Wyser-Pratte commented, 'These four highly qualified individuals constitute
a blue chip slate of nominees. Messrs. McQuade, Pasman and Mauch have been
directors, chief executives and presidents of well-known companies. Mr. McQuade
was E.V.P. and a director of W.R. Grace & Co., President and C.E.O. of Procon
Incorporated and a director of Kaiser Aluminum & Chemical Corp.; Mr. Pasman was
Chairman and C.E.O. of Kaiser Aluminum & Chemical Corp., Chairman of Permian Oil
Co., C.F.O. and a director of AmeriGas, Inc. and C.F.O. and Vice Chairman of
Aluminum Company of America; and Mr. Mauch was President, C.E.O. and director of
AmeriGas, Inc. and President, C.E.O. and director of Petrolane, Inc.'
Mr. Wyser-Pratte continued, 'All three have solid chemical industry experience
and have restructured chemical operations during difficult periods. They know
how to manage chemicals operations, as well as balance sheets, and know how to
do so under difficult circumstances. Mr. Macey is the J. DuPratte White
Professor of Law, Cornell University and is Director of the John M. Olin Program
in Law and Economics. Mr. Macey brings with him an extensive legal background
and a solid corporate governance experience. We have gone out of our way to find
these four highly qualified nominees and retained the services of New York
City-based Seiden Krieger Associates, which conducted a nationwide search for
these candidates.'
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December 4, 1996
Page Two
Mr. Wyser-Pratte concluded, 'These four individuals have been charged with
maximizing the current value of Rexene shares by selling the company. Should
that not be possible however, these seasoned executives are clearly qualified to
lead Rexene for the long-term.'
Wyser-Pratte and Spear, Leeds & Kellogg will soon file an amended Preliminary
Solicitation Statement which will include more detailed information on the
nominees.
# # #
PARTICIPANT INFORMATION
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Mr. Wyser-Pratte owns beneficially 953,600 shares of Rexene common stock,
representing approximately 5.07% of the outstanding shares. Spear, Leeds &
Kellogg owns beneficially 948,600 shares of the Rexene common stock,
representing approximately 5.04% of the outstanding shares. As stated above, the
nominees of Mr. Wyser-Pratte and Spear, Leeds & Kellogg for election to the
board of directors of Rexene are Messrs. McQuade, Pasman, Mauch and Macey. Mr.
McQuade beneficially owns 2,000 shares of Rexene common stock. Eric Longmire, of
Wyser-Pratte & Co., is also a participant.
