<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. __)*
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 3, 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 17 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 698,900
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 698,900
WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
698,900
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.72%
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 694,400
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 694,400
WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
694,400
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.69%
14 TYPE OF REPORTING PERSON *
BD;PN
=================================================================================
</TABLE>
* SEE INSTRUCTIONS BEFORE FILLING OUT!
3
<PAGE>
ITEM 1. SECURITY AND ISSUER.
-------------------
The securities to which this statement relates are the shares of Common
Stock, par value $.01 per share (the "Shares"), of Rexene Corporation, a
Delaware corporation (the "Company"). The principal executive offices of the
Company are located at 5005 LBJ Freeway, Dallas, TX 75244.
ITEM 2. IDENTITY AND BACKGROUND.
-----------------------
(a), (b) and (c) This statement is being filed by the following
persons: Guy P. Wyser-Pratte ("Wyser-Pratte") and Spear, Leeds & Kellogg
("Spear Leeds"). Wyser-Pratte and Spear Leeds are sometimes collectively
referred to herein as the "Reporting Persons."
Wyser-Pratte is President and sole director of Wyser-Pratte Management Co.,
Inc. ("Wyser-Pratte Management") and his business address is 63 Wall Street, New
York, New York 10005.
Wyser-Pratte Management, a New York corporation, is an investment adviser
registered under Section 203 of the Investment Advisers Act of 1940 and provides
investment advisory services to certain client investment accounts (the "Wyser-
Pratte Accounts"). The business address and principal executive offices of
Wyser-Pratte Management are located at 63 Wall Street, New York, New York 10005.
The name, residence or business address, present principal occupation or
employment and the name, principal business and address of any corporation or
other organization in which such employment is conducted, and citizenship of
each of the executive officers and directors of Wyser-Pratte Management are set
forth in Schedule A to this Schedule 13D.
----------
The shares of Common Stock beneficially owned by Wyser-Pratte consist of
shares owned by Wyser-Pratte directly, shares owned by the Wyser-Pratte Accounts
and shares owned by certain investment partnerships (the "Wyser-Pratte
Partnerships" and, together with Wyser-Pratte and the Wyser-Pratte Accounts, the
"Wyser-Pratte Investors"), of which Wyser-Pratte Partners, L.P., a Delaware
limited partnership ("Wyser-Pratte LP"), is the sole general partner. Wyser-
Pratte is the sole general partner of Wyser-Pratte LP. Wyser-Pratte LP's
principal business is serving as the general partner of the Wyser-Pratte
Partnerships. The business address and principal executive offices of Wyser-
Pratte LP are located at 63 Wall Street, New York, New York 10005.
Spear Leeds, a New York limited partnership, is principally engaged as a
registered broker-dealer and market maker. The business address and principal
executive offices of Spear Leeds are located at 120 Broadway, New York, New York
10271. The sole general partner of Spear Leeds is SLK LLC, a New York limited
liability company ("SLK LLC"). The business address and principal executive
offices of SLK LLC are located at 120 Broadway, New York, NY 10271. SLK LLC's
principal business is serving as the general partner of Spear Leeds. SLK LLC is
controlled by SLK Management Inc., a New York corporation ("SLK Management").
The business address and principal executive offices of SLK Management are
located at 120 Broadway, New York, NY 10271. SLK Management's principal business
is serving as the Managing Member of SLK LLC.
4
<PAGE>
The name, residence or business address, present principal occupation or
employment and the name, principal business and address of any corporation or
other organization in which such employment is conducted, and citizenship of
each of the executive officers and directors of SLK Management are set forth in
Schedule B to this Schedule 13D.
- ----------
(d) and (e) During the last five years, neither Wyser-Pratte, Wyser-
Pratte Management or Wyser-Pratte LP, nor, to the best knowledge of Wyser-
Pratte, any of the executive officers and directors of Wyser-Pratte Management
set forth on Schedule A hereto, has been convicted in any criminal proceeding
----------
(excluding traffic violations or similar misdemeanors) or has been a party to
any 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.
During the last five years, neither Spear Leeds, SLK LLC or SLK Management,
nor, to the best knowledge of Spear Leeds, any of the executive officers and
directors of SLK Management set forth on Schedule B hereto, has been convicted
----------
in any criminal proceeding (excluding traffic violations or similar
misdemeanors) or has been a party to any 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) Each natural person identified in this Item 2 is a citizen of the
United States except as otherwise set forth in Schedule A or Schedule B.
---------- ----------
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
-------------------------------------------------
The aggregate purchase price of the 698,900 shares of Common Stock owned by
Wyser-Pratte, the Wyser-Pratte Partnerships and the Wyser-Pratte Accounts was
$8,207,588.23, 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 694,400 shares of Common Stock
beneficially owned by Spear Leeds was $7,964,378, 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.
ITEM 4. PURPOSE OF TRANSACTION.
----------------------
The Reporting Persons are filing this Schedule 13D because, as a result of
the matters described in this Item 4, they may be deemed to be a group under
Rule 13d-5 promulgated under the Securities Exchange Act of 1934, as amended
(the "Exchange Act").
5
<PAGE>
The Reporting Persons believe that the recent rejection by the Company's
Board of Directors (the "Board") of, and the failure of the Board to fully
explore, proposals by Huntsman Corporation to acquire the Company was improper
and not in the best interests of all of the shareholders of the Company. In an
effort to encourage greater responsiveness by the Company to the views of its
shareholders and to maximize value for all of the shareholders of the Company,
and particularly, to seek to cause the Board to evaluate and respond to
acquisition proposals made by third parties (such as the proposals made by
Huntsman Corporation) in a manner which the Reporting Persons believe is
consistent with the directors' fiduciary obligations to the Company's
shareholders, the Reporting Persons currently intend to take certain actions
with respect to the Company, including, but not limited to, actions to elect new
directors to the Board and to amend certain provisions of the Company's By-laws,
as more fully described below.
The Reporting Persons currently intend to seek to take actions required to
call a special meeting of shareholders of the Company in order to remove all or
a majority of the current directors of the Company, amend the Company's By-
laws, if necessary, to give shareholders the right to fill vacancies on the
Board and replace the directors who have been removed with directors nominated
by the Reporting Persons. The Reporting Persons intend to select by mutual
agreement nominees who, if elected, will explore alternative ways to maximize
value for the shareholders of the Company. In addition, at such a meeting, the
Reporting Persons currently intend to submit to the shareholders proposed
amendments to the Company's By-laws which would (i) require that the Board
terminate, if applicable, defensive measures against a fully-financed,
unconditional (except as to applicable regulatory approvals) cash offer after
ninety days, unless the shareholders of the Company vote to support the Board's
policy of opposition to such offer (the "Shareholders' Rights By-law"), and (ii)
provide that the Company shall not be governed by Section 203 of the Delaware
General Corporation Law which, subject to certain exceptions, requires a
business combination with a holder of 15% or more of the Company's Common Stock
to be approved by the affirmative vote of the holders of 66 2/3% of the Common
Stock not owned by such holder (the "Business Combination By-law"). The
Reporting Persons may revise these proposals or submit additional proposals at
any special meeting of shareholders of the Company which may be called or held
as a result of the initiatives of the Reporting Persons or otherwise. The
Reporting Persons intend to actively solicit demands for the calling of a
special meeting of the Company's shareholders and/or proxies or consents in
support of the removal of a majority of the current directors of the Company,
the election of the Reporting Persons' nominees to the Board, the approval of
the Shareholders' Rights By-law, the approval of the Business Combination By-law
and the approval of any other proposals which may be submitted at any such
meeting or pursuant to any such consent by the Reporting Persons as described
herein. In addition, the Reporting Persons may initiate legal proceedings to the
extent necessary to effect any of the foregoing actions.
In addition to the foregoing, each of the Reporting Persons may consider,
and may discuss with the other Reporting Person, other alternatives with respect
to their respective investments in the Company, including increasing ownership
through the acquisition of additional shares of Common Stock in the open market
or otherwise, or disposing of all or a portion of their respective investments
in the Company in the open market or otherwise. Each Reporting Person's
decisions and actions with respect to such possibilities will depend upon a
number of factors, including, but not limited to, the actions of the Company,
market activity in the shares of Common Stock, an evaluation of the Company and
its prospects, general market and economic conditions, conditions specifically
affecting such Reporting Person and other factors which such Reporting Person
may deem relevant to its investment decisions.
The Reporting Persons have orally agreed (i) to share expenses incurred in
connection with the filing of this Schedule 13D and the matters described in
this Item 4, and (ii) that any purchases or sales of shares of Common Stock made
on or after October 3, 1996 will be allocated 50% to the Wyser-Pratte Investors
on the one hand, and 50% to Spear Leeds on the other hand, unless the Reporting
Persons otherwise agree.
Except as set forth herein, no contract, arrangement, relationship or
understanding (either oral or written) exists among the Reporting Persons as to
the acquisition, disposition, voting or holding of shares of the Common Stock.
Except as set forth herein, no Reporting Person has any present plan or proposal
that would result in or relate to any of the transactions required to be
described in Item 4 of Schedule 13D.
6
<PAGE>
ITEM 5. INTEREST IN SECURITIES OF ISSUER.
--------------------------------
(a) and (b) As of October 14, 1996, Wyser-Pratte owns beneficially
(inclusive of shares beneficially owned by Wyser-Pratte Management and Wyser-
Pratte LP) 698,900 shares of the Common Stock, representing approximately 3.72%
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 14, 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 14, 1996, Spear Leeds owns beneficially 694,400 shares of
Common Stock, representing approximately 3.69% 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 14, 1996, the Reporting Persons collectively own beneficially
1,393,300 shares of Common Stock, representing approximately 7.41% 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.
7
<PAGE>
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
---------------------------------------------------------------------
TO SECURITIES OF THE ISSUER.
- -- ------------------------
Except as set forth in Item 4 of this Schedule 13D, neither Wyser-Pratte,
Wyser-Pratte LP or Wyser-Pratte Management, nor, to the best knowledge of Wyser-
Pratte, any of the executive officers or directors of Wyser-Pratte Management
set forth in Schedule A hereto, has any contract, arrangement, understanding or
----------
relationship (legal or otherwise) with any person with respect to any securities
of the Company including, but not limited to, any contract, arrangement,
understanding or relationship concerning the transfer or the voting of any
securities of the Company, joint ventures, loan or option arrangements, puts or
calls, guaranties of profits, division of profits or losses, or the giving or
withholding of proxies.
Except as set forth in Item 4 of this Schedule 13D, neither Spear Leeds,
SLK LLC or SLK Management, nor, to the best knowledge of Spear Leeds, any of the
executive officers or directors of SLK Management set forth in Schedule B
----------
hereto, has any contract, arrangement, understanding or relationship (legal or
otherwise) with any person with respect to any securities of the Company
including, but not limited to, any contract, arrangement, understanding or
relationship concerning the transfer or the voting of any securities of the
Company, joint ventures, loan or option arrangements, puts or calls, guaranties
of profits, division of profits or losses, or the giving or withholding of
proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
--------------------------------
The following documents are filed as exhibits to this statement:
Exhibit 99.1 - Joint Filing Agreement dated October 15, 1996 between Guy P.
------------
Wyser-Pratte and Spear, Leeds & Kellogg, pursuant to Rule 13d-1(f) of the
Securities Exchange Act of 1934.
8
<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 15, 1996 By: /s/ Guy P. Wyser-Pratte
---------------------------------------
Guy P. Wyser-Pratte
9
<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 15, 1996 By: /s/ Fred Kambeitz
---------------------------------
Name: Fred Kambeitz
Title: Managing Director
10
<PAGE>
SCHEDULE A
----------
The name and present principal occupation or employment of each executive
officer and director of Wyser-Pratte Management Co., Inc. are set forth below.
The business address of each person is Wyser-Pratte Management Co., Inc., 63
Wall Street, New York, NY 10005, and the address of the corporation or
organization in which such employment is conducted is the same as his business
address.
Director: Guy P. Wyser-Pratte
Executive Officers: Guy P. Wyser-Pratte
President and Chief Executive
Officer
Eric A. Longmire
Senior Managing
Director
11
<PAGE>
SCHEDULE B
----------
The name and present principal occupation or employment of each executive
officer and director of SLK Management are set forth below. The business address
of each person is SLK Management Inc., 120 Broadway, New York, NY 10271, and the
address of the corporation or organization in which such employment is conducted
is the same as his business address.
Directors: Peter R. Kellogg
Harvey Silverman
Stephen C. Moss
Andrew Cader
Robert W. Luckow
Gary F. Goldring
Stuart L. Sternberg
Executive Officers: Peter R. Kellogg, President
Harvey Silverman, Executive and
Vice President
Carl H. Hewitt, Secretary and
Vice President
Stephen C. Moss, Treasurer,
Senior Vice President and
Assistant Secretary
Andrew Cader, Senior Vice
President
Robert W. Luckow, Senior Vice
President
Gary F. Goldring, Senior Vice
President
Stuart L. Sternberg, Senior
Vice President
12
<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>
08-26-06 35,000 11.0000
08-26-96 13,300 11.0000
08-26-96 15,400 11.0000
08-26-96 3,600 11.0000
08-26-96 7,300 11.0000
08-26-96 6,100 11.0000
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>
13
<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 14,900 12.5000
10-11-96 5,200 12.5000
10-11-96 1,500 12.5000
10-11-96 3,000 12.5000
10-11-96 2,200 12.5000
10-14-96 6,300 13.0000
--------
Total: 698,900
</TABLE>
---------------------------
(1) All transactions were effected on the New York Stock Exchange.
(2) Excludes brokerage commissions.
14
<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>
08-14-96 (30,000) 12.5000
08-20-96 5,000(3) 10.5000
08-20-96 5,000(3) 10.6250
08-20-96 5,000(3) 10.7500
08-20-96 7,000(3) 10.3750
08-20-96 8,000(3) 10.2500
08-20-96 5,000(3) 10.3750
08-21-96 (5,000)(3) 10.3750
08-21-96 (8,000)(3) 10.5000
08-21-96 (5,000)(3) 10.5625
08-21-96 (18,000) 10.7500
08-21-96 (10,000) 10.7500
08-21-96 (15,000) 10.5000
08-21-96 2,500 10.3750
08-21-96 175,000 10.5000
08-22-96 45,000 10.5000
08-23-96 (11,000) 10.7500
08-23-96 (10,000) 10.8750
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
</TABLE>
15
<PAGE>
<TABLE>
<S> <C> <C>
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
-------
Total: 599,400
</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
16
<PAGE>
Exhibit 99.1
------------
JOINT FILING AGREEMENT
----------------------
This will confirm the agreement by Guy P. Wyser-Pratte and Spear, Leeds &
Kellogg (collectively, the "Reporting Persons") in connection with that certain
Schedule 13D to be filed on or about October 15, 1996 with respect to the common
stock, par value $.01 per share (the "Common Stock"), of Rexene Corporation (the
"Company") pertaining to the beneficial ownership by the Reporting Persons of
shares of such common stock (the "Schedule 13D"). The undersigned hereby agree
with respect to such filing on Schedule 13D as follows:
(i) Neither Reporting Person makes any representation with respect to, nor
bears any responsibility for, any of the information set forth with respect to
the other Reporting Person, or any affiliates thereof, or any other "person" who
or which after the date hereof may become a member of any "group" (as such terms
are defined and used in Section 13(d) of the Securities Exchange Act of 1934, as
amended, and Regulation 13D-G promulgated thereunder) for whom or which
information is included in such Schedule 13D, or any subsequent amendments
thereto.
(ii) Subject to paragraph (i) above, the undersigned hereby confirm the
agreement by and among each of them that the Schedule 13D is being filed on
behalf of each of the parties named below, and that all subsequent amendments to
the Schedule 13D shall be filed on behalf of the undersigned without the
necessity of filing additional joint filing agreements.
This Agreement may be executed in two or more counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and
the same instrument.
Dated: October 15, 1996
/s/ Guy P. Wyser-Pratte
-------------------------------------
Guy P. Wyser-Pratte
Spear, Leeds & Kellogg
By: Fred Kambeitz
------------------------------
Name: Fred Kambeitz
Title: Managing Director
