SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
[X] Filed by the Registrant
[ ] Filed by a Party other than the Registrant
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[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
REXENE CORPORATION
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(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] No fee required.
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pursuant to Exchange Act Rule 0-11 (set forth the amount on which
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
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1) Amount Previously Paid: $
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
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[LOGO]
REXENE CORPORATION
5005 LBJ FREEWAY
DALLAS, TEXAS 75244
November __, 1996
Dear Fellow Stockholder:
As you may know, a group headed by stock speculator Guy P. Wyser-Pratte is
seeking to call a special meeting of stockholders of Rexene Corporation. The
purpose of this effort by the Wyser-Pratte group is to gain control of your
Company in order to force a sale or take other actions that may not be in the
best interests of Rexene's stockholders. The purpose of the accompanying
Revocation Solicitation Statement is to ask you, Rexene stockholders, to oppose
the Wyser-Pratte group's attempt to call a special meeting. The Rexene Board of
Directors is not, as Mr. Wyser-Pratte would like you to believe, opposed to a
sale of the Company. However, your Board of Directors will only support a
transaction that provides for appropriate protections for the Rexene
stockholders and maximizes the value of the Rexene common stock.
The activities of the Wyser-Pratte group follow proposals made by the
Huntsman Corporation to acquire all of the outstanding shares of common stock of
Rexene on terms that your Board of Directors unanimously determined were not in
the best interests of the Rexene stockholders. As you will read in the
accompanying Revocation Solicitation Statement, I and representatives of the
Company's financial advisor traveled to Salt Lake City on two occasions to meet
with Jon Huntsman to discuss his stated interest in Rexene. Representatives of
the Company and its financial advisor, at the direction of Rexene's Board of
Directors, also sought out investment firms and other companies to assess their
interest in engaging in a transaction with the Company.
Based on these discussions, we continue to believe that implementing our
long-term strategic plan, beginning with the start-up of our REXflex(R) polymers
plant in the fourth quarter of this year and culminating with the start-up in
1998 of the first "compact process" linear low density polyethylene plant in the
United States, will provide greater value and benefits to our stockholders than
Wyser-Pratte's plan to force a sale of the Company at a price that may not
reflect the fair value of your investment in the Company. Accordingly, your
Board is proceeding with its strategic plan to enhance value for stockholders
through the growth of Rexene's specialty businesses.
Wyser-Pratte and the other members of his group are soliciting "agent
designations" from you so they can call a special meeting in an attempt to
facilitate their own self-interests which, if pursued, may deprive you of the
fair value of your investment in the Company. THE BOARD OF DIRECTORS URGES YOU
NOT TO EXECUTE OR DELIVER WYSER-PRATTE'S GOLD AGENT DESIGNATION CARD. IF YOU
HAVE RETURNED WYSER-PRATTE'S GOLD AGENT DESIGNATION CARD, WE URGE YOU TO EXECUTE
AND DELIVER REXENE'S WHITE REVOCATION CARD TODAY.
<PAGE>
The enclosed Revocation Solicitation Statement contains information as to
reasons why you should, and how to, revoke any previously signed and returned
Wyser-Pratte GOLD agent designation card.
Thank you for your continued support.
Sincerely,
Andrew J. Smith
Chairman of the Board
and Chief Executive Officer
<PAGE>
[LOGO]
REXENE CORPORATION
5005 LBJ FREEWAY
DALLAS, TEXAS 75244
REVOCATION SOLICITATION STATEMENT BY THE BOARD OF DIRECTORS OF REXENE
CORPORATION IN OPPOSITION TO THE SOLICITATION MADE BY MR. GUY P.
WYSER-PRATTE, WYSER-PRATTE & CO., INC. AND SPEAR, LEEDS &
KELLOGG TO CALL A SPECIAL MEETING OF STOCKHOLDERS
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The purpose of this Revocation Solicitation Statement is to oppose the efforts
of a group led by Mr. Guy Wyser-Pratte to call a special meeting of stockholders
of Rexene Corporation. At such special meeting, the Wyser-Pratte group would
propose certain actions in order to force a sale of Rexene Corporation that may
not be in the best interests of its stockholders. For the reasons described
herein, the Board of Directors of Rexene Corporation opposes such efforts and
urges stockholders to sign, date and deliver the enclosed WHITE revocation card.
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This Revocation Solicitation Statement (this "Revocation Statement") and
the accompanying WHITE Revocation Card are being furnished to holders of
outstanding shares of common stock, par value $.01 per share ("Common Stock"),
of Rexene Corporation, a Delaware corporation ("Rexene" or the "Company"), in
connection with the solicitation by the Board of Directors of the Company (the
"Board") of revocations of Appointments of Designated Agents ("Agent
Designations") in opposition to the solicitation by Mr. Guy P. Wyser-Pratte
("Wyser-Pratte"), Wyser-Pratte & Co., Inc. ("WPC") and Spear, Leeds & Kellogg
("Spear Leeds" and together with Wyser-Pratte and WPC, the "Wyser-Pratte
Group"), of Agent Designations to call a special meeting of the stockholders of
the Company (the "Special Meeting"). This Revocation Statement and the enclosed
WHITE Revocation Card are first being mailed to stockholders on or about
_______, 1996. The Board has fixed ______ __, 1996 as the record date for
determining stockholders entitled to call the Special Meeting and submit Agent
Designations in connection therewith.
According to the Solicitation Statement filed by the Wyser-Pratte Group
with the Securities and Exchange Commission (the "SEC") on _______, 1996 (the
"Wyser-Pratte Solicitation Statement"), the purpose of the Special Meeting would
be to consider and vote on two groups of proposals. One group of proposals is to
remove all but two of the ten members of the Board and fill four of the
resulting vacancies with nominees of the Wyser-Pratte Group (it being
anticipated by the Wyser-Pratte Group that such nominees following their
election would cause the Board to reduce its size to a total of six directors).
Another group of proposals is to amend the Company's Amended and Restated Bylaws
(the "Bylaws") to (a) clarify the stockholders' rights to fill vacancies on the
Board created by the removal of directors by the Company's stockholders, (b)
facilitate the reduction of the size of the Board and (c) prevent the Board from
conducting, without stockholder approval, a prolonged resistance to certain
takeover bids.
FOR THE REASONS SET FORTH IN THIS REVOCATION STATEMENT, THE BOARD
UNANIMOUSLY OPPOSES THE SOLICITATION BY THE WYSER-PRATTE GROUP AND
UNANIMOUSLY RECOMMENDS THAT YOU NOT SIGN ANY GOLD AGENT DESIGNATION SENT
TO YOU BY THE WYSER-PRATTE GROUP. WHETHER OR NOT YOU HAVE PREVIOUSLY
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EXECUTED A GOLD AGENT DESIGNATION, THE BOARD URGES YOU TO SIGN, DATE AND DELIVER
THE ENCLOSED WHITE REVOCATION CARD AS PROMPTLY AS POSSIBLE, BY FAX OR BY MAIL
(USING THE ENCLOSED ENVELOPE), TO D.F. KING & CO., INC., 77 WATER STREET, NEW
YORK, NEW YORK, 10005-4495, FAX: (212) 269-2798
Pursuant to the Company's Restated Certificate of Incorporation, a special
meeting of stockholders may be called at any time by the holders of a majority
of the then outstanding shares of Common Stock (the "Requisite Holders").
According to the Wyser-Pratte Solicitation Statement, the Wyser-Pratte Group
intends to seek to call the Special Meeting following the date on which it has
received Agent Designations from the Requisite Holders. As of the record date
for determining stockholders entitled to call the Special Meeting, there were
__________ shares of Common Stock outstanding. Accordingly, the Wyser-Pratte
Group would require executed and unrevoked Agent Designations from the holders
of at least _______ shares of Common Stock (excluding the 1,901,700 shares of
Common Stock owned by the Wyser-Pratte Group) in order to call the Special
Meeting.
Each share of Common Stock is entitled to one vote on all matters brought
before the Company's stockholders for a vote.
IF YOUR SHARES OF COMMON STOCK ARE HELD IN THE NAME OF A BANK, BROKER OR
OTHER NOMINEE, YOU ARE URGED TO CONTACT THE PERSON RESPONSIBLE FOR YOUR ACCOUNT
AND DIRECT HIM OR HER TO EXECUTE A WHITE REVOCATION CARD ON YOUR BEHALF.
If you have any questions concerning the Company's solicitation of
Revocation Cards, or the Wyser- Pratte Group's solicitation of Agent
Designations, please contact D.F. King & Co., Inc., Toll-Free, at 1-800-
___________.
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<PAGE>
BACKGROUND OF THE SOLICITATION
On July 17, 1996, Jon Huntsman, Chairman and Chief Executive Officer of
Huntsman Corporation ("Huntsman"), telephoned Ilan Kaufthal, a member of the
Board of Directors and a managing director of Schroder Wertheim & Co.
Incorporated, the Company's financial advisor ("Schroder Wertheim"), to inform
Mr. Kaufthal that Huntsman intended to make a proposal to acquire all of the
outstanding shares of Common Stock. On July 18, 1996, Andrew Smith, Chairman and
Chief Executive Officer of the Company, received from Mr. Huntsman a letter
containing an unsolicited proposal to acquire the outstanding shares of Common
Stock at $14 per share in a merger transaction subject to due diligence.
The Board, together with its legal and financial advisors, met to review
the Huntsman proposal and determine an appropriate response. After carefully
considering a wide range of factors, including the market valuation of the
Common Stock, the condition of the commodity chemical industry and the Company's
prospects, the Board determined that the Huntsman proposal did not adequately
reflect the long-term value of the Common Stock and prospects of the Company.
Accordingly, the Board determined that stockholders of the Company would be
better served by the Company continuing to execute its long-term business plans
and strategies. On July 22, 1996, the Company issued a press release explaining
the action taken by the Board and the Board's reasoning, the full text of which
follows:
Rexene Corporation (NYSE: RXN) announced today that its Board of Directors
unanimously has determined to reject an unsolicited acquisition proposal
by Huntsman as not being in the best interest of Rexene and its
shareholders.
Andrew Smith, Rexene's Chairman and Chief Executive Officer, said that the
Board considered a wide range of factors, including the historical and
present market valuation of the Company's common stock, the present
condition of the commodity chemical industry and the Company's future
prospects in reaching its conclusions. "The Board has determined that this
is not a propitious time to engage in this type of a transaction," said
Mr. Smith. "Huntsman's proposal appears to represent a unilateral attempt
to acquire Rexene in a transaction that is harmful to the best interest of
Rexene's shareholders and customers and that only benefits Huntsman."
"The Company's financial performance has not yet begun to reflect the
substantial benefits expected from our capital expenditure program and we
believe the Company and its shareholders will be far better served by
continuing our current strategic plan to create shareholder value as an
independent public company," Mr. Smith said. "We believe that implementing
our long-term strategic plan beginning with the introduction of REXflex(R)
polymers in the fourth quarter this year and culminating with the start-up
in 1998 of the first `compact process' linear low density polyethylene
plant in the United States will realize a far greater financial return to
our shareholders than the Huntsman offer."
The Board's decision followed a meeting at which the directors received
and considered a report by the Company's financial advisor, Schroder
Wertheim.
Rexene Corporation, through its Rexene Products and CT Film divisions,
manufactures thermoplastic resins and plastic film. Headquartered in
Dallas, Texas, the Company has manufacturing facilities in Texas,
Wisconsin, Georgia, Delaware, Utah and in England.
3
<PAGE>
On July 25, 1996, Mr. Smith sent a letter to stockholders of the Company
explaining the Board's reasons for rejecting Huntsman's proposal. The Board also
communicated its determination and reasons directly to Mr.
Huntsman.
On August 1, 1996, Mr. Huntsman delivered another letter to Mr. Smith in
which Huntsman now proposed to acquire all of the outstanding shares of Common
Stock for $15 per share in a merger transaction purportedly not subject to due
diligence or financing. The Board was advised of Huntsman's revised proposal at
a meeting held on August 2, 1996. At that meeting, the Rexene directors
determined that it would be beneficial and appropriate to explore whether any
person or group, in addition to Huntsman, might be interested in engaging in a
mutually beneficial business combination or other appropriate transaction with
the Company. Accordingly, at that meeting the Board directed management, with
the assistance of Schroder Wertheim, to develop a list of companies that would
likely have an interest in the Company. During the first two weeks of August
1996, six investment firms and companies were contacted by the Company, three of
which subsequently executed confidentiality/standstill agreements with the
Company for the purpose of conducting a due diligence review of the Company.
On August 5, 1996, the Rexene directors met with its financial and legal
advisors to review Mr. Huntsman's revised proposal. At that meeting, the Board
unanimously determined that the revised proposal was not in the best interests
of the Company and its stockholders. The directors based their decision in part
upon their belief that Rexene would generate increased value to stockholders
through the profitable growth of Rexene's specialty businesses aided by the
Company's ongoing strategic investment program. The Board's determination and
reasoning were publicly disclosed in a press release issued by the Company later
that same day.
On August 20, 1996, Huntsman issued a press release announcing that it was
dropping its proposal to acquire the Company. The press release quoted Mr.
Huntsman as stating "I'm washing my hands of the entire matter. Huntsman Corp.
is not interested in pursuing further negotiations nor in commencing an
unsolicited tender offer at this time. It is simply not worth the aggravation."
The Huntsman press release also indicated that its decision came after Schroder
Wertheim had indicated to Mr. Huntsman that the Board would reject bids
substantially above Huntsman's $15 per share proposal.
On August 26, 1996, Schroder Wertheim issued a press release stating that,
contrary to statements contained in Huntsman's August 20 press release,
representatives of Schroder Wertheim never told Mr. Huntsman or anyone else that
the Board would reject higher bids.
During August, September and October 1996, the Company and its
representatives met with the companies that had executed a
confidentiality/standstill agreement with the Company. The Company urged these
companies to complete their due diligence review of the Company and, if they
remained interested in a transaction at that time, to submit their best proposal
for consideration by the Board.
At Mr. Huntsman's request, Messrs. Smith and Kaufthal also traveled to
Salt Lake City to meet with Mr. Huntsman on September 16, 1996. At that meeting,
Mr. Huntsman indicated that he would not make an offer for the Company that was
not supported by the Board, but that he was still interested in bringing the
Company into the Huntsman family. Mr Huntsman asked that Mr. Smith present to
him some ideas about combining parts of Huntsman's businesses with the Company's
businesses. Mr. Smith indicated that he would report that request to the Rexene
directors, and if they concurred, he would meet again with Mr. Huntsman some
time in mid to late October. The Board, at a meeting held on September 26, 1996,
directed Mr. Smith to meet again with Mr.
Huntsman.
4
<PAGE>
On October 15, 1996, the Wyser-Pratte Group filed a joint Schedule 13D
with the SEC (the "Schedule 13D") relating to the Common Stock. In the Schedule
13D, the members of the Wyser-Pratte Group reported that they intend to take
certain actions, including calling a special meeting of stockholders of the
Company, in order to remove all or a majority of the current directors of the
Company, amend the Bylaws, if necessary, to clarify the right of stockholders to
fill vacancies on the Board and replace the directors who have been removed with
directors nominated by the Wyser-Pratte Group. In addition, the Wyser-Pratte
Group disclosed that it intended to submit to the stockholders of the Company
proposed amendments to the Bylaws which would (i) require that the Board
terminate defensive measures against a fully financed cash offer after 90 days,
unless the stockholders of the Company vote to support the Board's policy of
opposition to such offer and (ii) provide that the Company shall not be governed
by Section 203 ("Section 203") of the Delaware General Corporation Law (the
"DGCL").
On October 17, 1996, Mr. Smith and representatives of Schroder Wertheim
met with Mr Huntsman and another representative of Huntsman as a follow-up to
the September 16, 1996 meeting. At this meeting, Mr. Huntsman stated that the
acquisition of the Company was no longer as important to Huntsman's business as
he visualized several months earlier, but that he might be willing to consider a
transaction at no more than $15.50 per share of Common Stock so long as the
Board did not oppose such an offer. In the view of Mr. Smith and the Schroder
Wertheim representatives, Mr. Huntsman did not express any urgent interest in
pursuing a transaction. Following the meeting, Mr. Smith asked the Company's
general counsel to furnish to Huntsman a copy of the Company's form of
confidentiality/standstill agreement for execution so that the Company could
provide Huntsman and its representatives with non-public information to
facilitate a due diligence review by Huntsman of the Company.
On October 29, 1996, the Company received from Mr. Huntsman a letter in
which he (i) indicated that Huntsman would not execute a
confidentiality/standstill agreement with the Company and (ii) proposed that
Huntsman acquire all of the outstanding shares of Common Stock at $16 per share.
Mr. Huntsman's letter stated that the Huntsman offer was "unconditional both
with respect to financing and due diligence." Later that same day, Mr. Smith
telephoned Mr. Huntsman to request the details of Huntsman's proposal and a
draft merger agreement for review by the Board and the Company's counsel.
On November 1, 1996, the Company's counsel received a draft merger
agreement from Huntsman's counsel.
On November 4, 1996, the Board of Directors met to consider Huntsman's
latest proposal, including the terms of Huntsman's draft merger agreement. It
was apparent from the draft merger agreement that Huntsman had not arranged any
financing for its proposal. Huntsman's proposal also was subject to numerous
conditions and contingencies and placed unacceptable restrictions on the
Company's ability to operate during the pendency of the transaction. Moreover,
the draft merger agreement contained demands for "lock-up" stock options and
"break-up" fees that, in the view of the Company's counsel, were not supportable
under Delaware law. Huntsman also was proposing a "long-form" transaction
structure involving, in the view of the Board, an unacceptably long period of
time prior to the closing of the transaction. The Board unanimously determined
that Mr. Smith should contact Mr. Huntsman and advise him that the Board
believed that Huntsman should increase the purchase price it was proposing and
modify the terms of its proposal to make the accomplishment of a transaction
more certain for the Rexene stockholders. In addition, the Company's counsel was
instructed to communicate the Board's position to Huntsman's counsel.
The next day, Mr. Smith telephoned Mr. Huntsman to discuss the terms of
Huntsman's proposal. After Mr. Smith informed Mr. Huntsman of the Board's
position concerning the structure of his proposal, Mr. Huntsman indicated that
he was not prepared to discuss any points and that he was no longer interested
in acquiring the Company.
5
<PAGE>
Notwithstanding Mr. Huntsman's previous telephone conversation with Mr.
Smith, on November 8, 1996, Huntsman's counsel contacted the Company's counsel
and indicated that they would like to meet to discuss the draft merger
agreement. Huntsman's and the Company's counsel met later that day and discussed
their respective views concerning the draft merger agreement and the Huntsman
proposal.
On November 12, 1996, the Company received from Mr. Huntsman a letter in
which Mr. Huntsman expressed disappointment with the Board's unwillingness to
accept Huntsman's latest proposal.
On November 15, 1996, Mr. Smith responded by faxing to Mr. Huntsman the
following letter:
Dear Jon:
I was very disappointed to receive your letter of November 12, 1996. I
believe it completely mischaracterizes recent events and never addresses
the fundamental shortcomings of and defects in your proposal. Let me state
that the Rexene Board is not opposed to an offer to sell the Company that
is in the best interest of our stockholders. Despite your refusal to sign
a standard Confidentiality Agreement, I and our investment bankers
traveled to Salt Lake City several times to meet with you to discuss your
interest in the company.
So that there is no misunderstanding on your part, I want to reconfirm
that the Rexene Board never "approved acceptance" of your latest proposal.
After receiving your two page letter of October 29, 1996, in which you
indicated that the Huntsman Corporation's proposal "is unconditional both
with respect to financing and due diligence," that same day I asked you to
provide us the details of your proposal and to furnish our counsel with a
draft agreement so that we could be in a position to understand the terms
of your proposal. Our counsel received the draft three days later, on
Friday, November 1, 1996. Notwithstanding the unrealistic deadlines
continuously imposed by you on the Rexene directors since the time you
started making proposals, we and our counsel and financial advisors worked
through the weekend to be in position to hold the Rexene Board meeting
which took place on the following Monday, November 4, 1996.
Simply put, the Rexene directors were shocked at what you were proposing
for Rexene and its stockholders. Contrary to your October 29 letter, you
were attempting to do an LBO of Rexene with no financing in place subject
to numerous conditions and contingencies with unacceptable restrictions
placed on Rexene's ability to operate during the pendency of the
transaction. Moreover, the agreement contained exorbitant and illegal
demands for "lock up" stock options and "break-up" fees. The result was
that your proposal contemplated an unacceptably long period of time before
the closing of the transaction and completely failed to provide the Rexene
directors with any degree of comfort that you would be able to complete
the transaction. Almost anyone can make a proposal at a low purchase price
and attempt to finance it on the back of the Rexene stockholders. The
delay contemplated by your proposal also would create havoc with our
customers, who have voiced concerns regarding your interest in Rexene. At
the same time, your proposed agreement would restrict Rexene's financial
and operating flexibility during the pendency of your proposed
transaction.
Following the Rexene Board meeting, on November 5, 1996, I clearly and
unambiguously informed you by telephone that the Rexene directors had
unanimously determined that your proposal was unacceptable and instructed
me to present you with an alternative. I began by telling you that the
Board was opposed to any transaction that does not provide for a tender
offer
6
<PAGE>
by which our stockholders will receive cash consideration for all their
shares in a prompt and efficient manner. When I informed you of the
Board's position concerning the structure of your proposal, you refused to
discuss any of these points and indicated that it would be your way or no
way and that you were no longer interested in acquiring Rexene.
Despite your unwillingness to discuss any of our serious concerns with
your proposal, at your counsel's subsequent request, our counsel did agree
to meet with your counsel to explain and review our concerns. At that
meeting, our counsel did not, as you claim, present Huntsman with a
"series of outrageous and unrealistic terms and demands." Rather, all he
did was make some constructive suggestions as to the ways in which
Huntsman could give the Rexene directors some comfort that Huntsman was
interested in committing to something more than an option to shop Rexene
to potential financing sources, that its proposal is not illusory and has
some acceptable degree of certainty of being accomplished. Apparently,
judging by the contents of your letter, this meeting was sought by your
counsel not to discuss our differences in good faith, but rather as part
of some sort of campaign to bully the Rexene Board into capitulating to
your unfair and deficient proposal.
You state in your letter that Bankers Trust offered to "cover" the matter
of Huntsman's financial capability to complete the transaction with
Rexene's financial team. What our counsel was told by your counsel was
that Bankers Trust and its representatives would need to meet with Rexene
representatives to gather information so that it could then assess whether
your proposed transaction could be financed. If Bankers Trust is willing
to finance the transaction, you should have produced or should produce a
commitment letter from Bankers Trust to that effect. We also would expect
Huntsman to represent and warrant in any definitive agreement that it has
the funds to complete the transaction.
The problems with your draft agreement went far beyond those noted above.
It is obvious that the Huntsman Corporation is not willing to assume any
of the normal risks and expenses associated with the acquisition of a
public corporation. We thought you would act in good faith and would be
mindful of the constraints applicable to directors of a public corporation
in considering a transaction of this type. Unfortunately, we misjudged
your intent.
That the Rexene Board of Directors has maintained an open attitude should
be obvious as we have maintained a dialogue with you. But, you should
appreciate that we will only deal with someone interested in presenting a
proposal to maximize Rexene stockholder value. Thus, our Board only will
proceed on the basis of a negotiated agreement that provides for a
transaction that reflects fair value and that can be reasonably achieved
in a timely manner in an environment that does not put the Company or its
stockholders at risk. Your proposal falls far short of this objective.
Very truly yours,
/s/A.J. Smith
A.J. Smith
As of the date of this Revocation Statement, the Company has received only
a brief response from Mr. Huntsman to Mr. Smith's letter of November 15, 1996.
That response did not contain any substantive information.
7
<PAGE>
During October and November 1996, the Company was advised by the various
parties who had executed confidentiality/standstill agreements with the Company
that no such party was interested in making a firm proposal to acquire all of
the outstanding shares of Common Stock.
8
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RECOMMENDATION BY THE COMPANY'S BOARD OF DIRECTORS
The Board opposes the calling of the Special Meeting as proposed by the
Wyser-Pratte Group, principally because, in its opinion:
The proposed Wyser-Pratte Group actions are not likely to maximize
the short or long-term value of the Common Stock:
o If the Wyser-Pratte Group is successful in installing a new Board, a
"change in control" would result under certain of the Company's
outstanding indebtedness, which would require the Company to repay
such indebtedness and could force Rexene into bankruptcy if it was
unable to refinance such indebtedness.
o It is currently not a propitious time to sell or auction
petrochemical and polymer companies, including Rexene, because
current stock market prices for companies in these industries are
depressed and fail to reflect their expected long-term value.
o Efforts to sell the Company at this time in the industry's business
cycle will not attract, and in fact have not attracted, a fair price
for the Company's stockholders, but are more likely to attract only
undesirable low "fire sale" offers.
o A new Board that has only a short-term view and no experience or
interest in managing a specialized polymer company is not likely to
promote continued growth of the Company and the long-term value of
the Common Stock if it is unable to consummate an "advantageous"
sale of the Company in the short-term.
o The capital expenditure programs authorized by the Board and now in
progress are intended to maximize stockholder value through
increased cash flow and earnings in future years.
The proposed actions of the Wyser-Pratte Group are unnecessary:
o The Board is not opposed to a sale of the Company if the price
reflects a fair value for the Common Stock and the terms of the
transaction assure that the stockholders will receive that fair
price.
o The Board has already taken active steps to determine the interest
of several firms in potential business combinations with the Company
more than two months before the Wyser-Pratte Group filed a
preliminary version of the Wyser-Pratte Solicitation Statement with
the SEC or even purchased shares of Common Stock.
o The Wyser-Pratte Group's proposal to amend the Bylaws to require the
Board to allow the stockholders to make the decision whether to
accept a fully financed tender offer would not have applied to any
of the Huntsman proposals because none of them were fully financed
proposals.
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According to the Wyser-Pratte Solicitation Statement, the Wyser-Pratte
Group is committed to a sale of the Company or, if they determine that a sale is
not feasible on terms that they find advantageous, the adoption of some other
unspecified plan to attempt to maximize Rexene's short-term value. The Rexene
directors believe that committing the Company to a sale that does not reflect
the long-term value or prospects of the Company is short-sighted and, as a
practical matter, will likely reduce the value of the Common Stock by putting
the Company up for sale at a time when there are few potential buyers, which
will likely result in the receipt of a lower price for the Common Stock. The
Board believes that the objectives of the Wyser-Pratte Group's solicitation
principally advance the narrow interests of takeover stock speculators and
professional traders such as Mr. Wyser-Pratte to the detriment of the Company
and its other stockholders.
The Board believes that the interests of stockholders would be better
served by continuing Rexene's current strategic plan to create stockholder value
through the growth of the Company's specialty businesses. At the same time, the
Rexene directors would not be opposed to a sale of the Company on terms that
provide appropriate protections for the Rexene stockholders and maximizes and
reflects the long-term value and prospects of the Company.
The Board and its advisors carefully considered the series of proposals
made by Huntsman Corporation during July-October 1996 to acquire all of the
outstanding shares of Common Stock. Despite Mr. Huntsman's unwillingness to
execute the Company's standard confidentiality/standstill agreement, the
Company's Chief Executive Officer and representatives of Schroder Wertheim met
with Mr. Huntsman on two separate occasions to discuss his interest in the
Company. Because of the significant shortcomings and defects in the Huntsman
proposals described in the "Background of the Solicitation" section of this
Revocation Statement, the Board unanimously concluded that the Huntsman
proposals were not in the best interests of the Rexene stockholders.
The Company, at the direction of the Rexene directors, also contacted a
number of investment firms and companies for the purpose of exploring whether
they might be interested in engaging in a mutually beneficial business
combination or other appropriate transaction with the Company. Three of these
parties executed confidentiality/standstill agreements with the Company and
conducted a due diligence review of its business, financial condition and
operations. However, each subsequently declined to make a firm proposal to
acquire all of the outstanding shares of Common Stock.
The Board also believes that the accomplishment of the stated objectives
of the Wyser-Pratte Group could have a serious detrimental effect on the
financial condition of the Company and result in a substantial decrease in the
value of the Common Stock.
Pursuant to Section 10.01(k) of the Company's Amended and Restated Credit
Agreement (the "Credit Agreement"), dated as of April 24, 1996, with The Bank of
Nova Scotia, as agent (the "Agent"), and the lenders signatory thereto (the
"Banks"), Wyser-Pratte's attempts to replace a majority of the Rexene directors,
if adopted by the stockholders of the Company at the Special Meeting, would
cause a "change of control" as defined in the Credit Agreement. Pursuant to the
Credit Agreement, the Agent and the Banks could cancel the Banks' obligations to
make loans to the Company and/or declare the loans then outstanding under the
Credit Agreement due and payable. Wyser-Pratte's attempts to replace a majority
of the Rexene directors, if successful, also would be a "change of control"
under the Indenture, dated as November 29, 1994, between the Company and Bank
One, Texas, N.A., as Trustee, pursuant to which the Company's 11-3/4% Senior
Notes due 2004 (the "Senior Notes") were issued. Each holder of Senior Notes
would then have the right to require the Company to purchase all or any part of
such holder's Senior Notes at a price in cash equal to 101% of the aggregate
principal amount thereof plus accrued and unpaid interest thereon to the date of
purchase.
10
<PAGE>
If the Banks and the holders of the Senior Notes were to elect to exercise
their rights as described above, the Company would have to refinance the
aggregate amount of the loans under the Credit Agreement and the Senior Notes
outstanding under the Indenture. As of November 22, 1996, the aggregate amount
of such indebtedness equalled approximately $225 million. There is no certainty
that the Company would be capable of arranging such financing, especially in the
context of a possible sale of the Company. An inability to arrange for such
financing could require the Company to seek the protection of the federal
bankruptcy laws, which could have a substantial negative impact on the value of
the Common Stock.
The Wyser-Pratte Solicitation Statement discloses that the Wyser-Pratte
Group has no plans for the Company should the Wyser-Pratte Group fail in its
efforts to sell the Company. Stockholders should consider what will happen to
the value of the Common Stock if the Wyser-Pratte Group gained control of the
Board but failed to sell the Company, leaving Rexene in the hands of directors
with no experience in the Company's business and no strategic plan for the
future and the prospect of having to refinance more than $225 million in
indebtedness.
ACCORDINGLY, THE BOARD UNANIMOUSLY OPPOSES THE SOLICITATION BY THE
WYSER-PRATTE GROUP AND UNANIMOUSLY RECOMMENDS THAT YOU NOT SIGN ANY GOLD AGENT
DESIGNATION SENT TO YOU BY THE WYSER-PRATTE GROUP. WHETHER OR NOT YOU HAVE
PREVIOUSLY EXECUTED A GOLD AGENT DESIGNATION, THE BOARD URGES YOU TO SIGN, DATE
AND DELIVER THE ENCLOSED WHITE REVOCATION CARD AS PROMPTLY AS POSSIBLE, BY FAX
OR BY MAIL (USING THE ENCLOSED ENVELOPE), TO D.F. KING & CO., INC., 77 WATER
STREET, NEW YORK, NEW YORK, 10005-4495, FAX: (212) 269-2798
EFFECT OF EXECUTION AND DELIVERY OF AGENT DESIGNATIONS
Under the Company's Restated Certificate of Incorporation and the Bylaws,
a special meeting of the Company's stockholders may be called at any time by the
Requisite Holders by delivering a notice thereof to each stockholder of the
Company. Under the Bylaws, such notice must state the place, date and hour of
the special meeting and the purpose for which the special meeting is being
called. According to the Wyser-Pratte Solicitation Statement, following receipt
of executed and unrevoked Agent Designations from the Requisite Holders, the
persons designated as the stockholders' agents in the Agent Designations intend
to call the Special Meeting, fix the place, date and time of the Special Meeting
and cause notice thereof to be given to the Company's stockholders entitled
thereto.
Notwithstanding the statements set forth in the Wyser-Pratte Solicitation
Statement, should the Wyser-Pratte Group obtain executed and unrevoked Agent
Designations from the Requisite Holders and call the Special Meeting, the Board
believes that, although it is not entirely free from doubt, Delaware law and the
Bylaws reserve to the Rexene directors the right to fix the date and time of the
Special Meeting. In addition, pursuant to the DGCL, the Board may fix the record
date for determining stockholders entitled to notice of or to vote at the
Special Meeting. If no record date is fixed by the Board, the record date for
determining stockholders entitled to notice of or to vote at the Special Meeting
shall be at the close of business on the day next preceding the day on which
notice of the Special Meeting is given. Accordingly, should the Board determine
that the Wyser-Pratte Group has obtained executed and unrevoked Agent
Designations from the Requisite Holders, the Board intends to act promptly to
fix the record date for determining stockholders entitled to notice of or to
vote at the Special Meeting and to fix the date and time of and give notice of
the Special Meeting.
According to the Wyser-Pratte Solicitation Statement, the Wyser-Pratte
Group intends to seek to call the Special Meeting as soon as possible after the
date on which the Wyser-Pratte Group receives Agent Designations
11
<PAGE>
from the Requisite Holders. The Company is soliciting revocations of any Agent
Designations which the Wyser-Pratte Group may solicit. The Board has fixed
________ __, 1996 as the record date for determining stockholders entitled to
call the Special Meeting and submit Agent Designations in connection therewith.
As of such date, there were __________ shares of Common Stock outstanding.
Accordingly, the Wyser-Pratte Group would require executed and unrevoked Agent
Designations from the holders of at least _______ shares of Common Stock
(excluding the 1,901,700 shares of Common Stock owned by the Wyser-Pratte Group)
in order to call the Special Meeting.
THE BOARD UNANIMOUSLY OPPOSES THE SOLICITATION BY THE WYSER-PRATTE GROUP.
THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU NOT SIGN ANY GOLD AGENT DESIGNATION
SENT TO YOU BY THE WYSER-PRATTE GROUP. WHETHER OR NOT YOU HAVE PREVIOUSLY
EXECUTED A GOLD AGENT DESIGNATION, THE BOARD URGES YOU TO SIGN, DATE AND DELIVER
THE ENCLOSED WHITE REVOCATION CARD AS PROMPTLY AS POSSIBLE, BY FAX OR MAIL (BY
USING THE ENCLOSED ENVELOPE), TO D.F. KING & CO., INC., 77 WATER STREET, NEW
YORK, NEW YORK, 10005-4495, FAX: (212) 269-2798.
REVOCATION
Either a GOLD Agent Designation or a WHITE Revocation Card may be revoked
by written notice of revocation to the Company by fax or by mail (using the
enclosed envelope), to D.F. King & Co., Inc., 77 Water Street, New York, New
York, 10005-4495, Fax: (212) 269-2798. Such revocation may be in any form, but
must be signed and dated and must clearly express your intention to revoke your
previously executed Agent Designation or Revocation Card. THERE WILL BE NO
MEETING AT WHICH YOU CAN REVOKE AN AGENT DESIGNATION OR A REVOCATION CARD. Your
latest dated card will supersede any earlier-dated card, except that a WHITE
Revocation Card that would otherwise act as a revocation will be inoperative and
of no effect if delivered after the date, if any, as of which it is determined
that the Wyser-Pratte Group effectively called the Special Meeting. A
stockholder's revocation of a previously executed GOLD Agent Designation will
have the effect of opposing the Wyser-Pratte Group's call for the Special
Meeting. Any revocation of an Agent Designation will not affect any action taken
by the Designated Agents pursuant to the Agent Designation prior to such
revocation.
Pursuant to Section 228(c) of the DGCL, no written consent for a
corporation to take an action without a meeting of stockholders shall be
effective unless, within 60 days of the earliest dated consent, written consents
signed by a sufficient number of holders to take the corporate action are
delivered to the corporation. There is no similar provision of the DGCL setting
forth the time period during which Agent Designations are valid. However, the
Company believes that the Agent Designations are analogous to written consents
and, accordingly, although it is not entirely free from doubt, the Company
intends to take the position that no Agent Designation shall be effective
unless, within 60 days of the earliest dated Agent Designation, the Wyser-Pratte
Group receives executed and unrevoked Agent Designations from the Requisite
Holders.
If you have any questions concerning the Company's solicitation of
Revocation Cards, or the Wyser- Pratte Group's solicitation of Agent
Designations, please contact D.F. King & Co., Inc., Toll-Free, at 1-800-
_____________.
12
<PAGE>
SPECIAL MEETING PROPOSALS BY THE WYSER-PRATTE GROUP
According to the Wyser-Pratte Solicitation Statement, if the Wyser-Pratte
Group obtains sufficient Agent Designations to call a Special Meeting, the
Wyser-Pratte Group intends to raise two groups of proposals (the "Special
Meeting Proposals") at the Special Meeting. One group of proposals, according to
the Wyser-Pratte Solicitation Statement, is to remove all but two of the ten
members of the Board and to fill four of the resulting vacancies with nominees
of the Wyser-Pratte Group (it being anticipated by the Wyser-Pratte Group that
such nominees would cause the Board to reduce its size to a total of six
directors) (the "Director Replacement Proposals"). Another group of proposals,
according to the Wyser-Pratte Solicitation Statement, is to clarify the
stockholders' rights to fill vacancies on the Board created by the removal of
directors by the Company's stockholders, to facilitate the reduction of the size
of the Board and to prevent the Board from conducting, without stockholder
approval, a prolonged resistance to certain takeover bids. Stockholders should
refer to the Wyser-Pratte Solicitation Statement for a full description of the
Special Meeting Proposals.
According to the Wyser-Pratte Solicitation Statement, the Wyser-Pratte
Group anticipates that its nominees to the Board would propose that the Company
either conduct negotiations with Huntsman or other parties that by then may have
indicated an interest in acquiring the Company or retain investment bankers to
prepare offering materials and solicit proposals to acquire the Company for cash
and/or securities. According to the Wyser-Pratte Solicitation Statement, if it
is not feasible to sell the Company on terms that the Board and the stockholders
find advantageous, the Wyser-Pratte Group nominees would seek to have the Board
explore other means of maximizing the current value of the Common Stock.
RECESS OR ADJOURNMENT OF MEETING AND OTHER MATTERS
According to the Wyser-Pratte Solicitation Statement, the Wyser-Pratte
Group also anticipates requesting, in the proxy solicitation relating to the
Special Meeting, authority to initiate and vote for proposals to recess or
adjourn the Special Meeting for any reason, including to allow inspectors of the
election to certify the outcome of the election of directors, or to allow the
solicitation of additional votes, if necessary, to approve the Special Meeting
Proposals. According to the Wyser-Pratte Solicitation Statement, the
Wyser-Pratte Group does not currently anticipate additional Special Meeting
Proposals on any substantive matters. According to the Wyser-Pratte Solicitation
Statement, the Wyser-Pratte Group may elect to cause additional Special Meeting
Proposals to be identified in the notice of, and in the proxy materials for, the
Special Meeting.
In the event of the Special Meeting, the Board intends to request, in the
proxy solicitation relating to the Special Meeting, authority to initiate and
vote for proposals to recess or adjourn the Special Meeting for any reason.
CERTAIN LEGAL MATTERS
On July 23, 1996, the Company was served with a purported stockholder
class action lawsuit as filed in the Chancery Court of the State of Delaware, in
and for New Castle County, arising from the Company's rejection of from
Huntsman's unsolicited offer to purchase all of the issued and outstanding
shares of Common Stock for $14.00 per share. The lawsuit names the Company and
each of its directors as defendants. The complaint alleges that the defendant
directors breached their fiduciary duty to stockholders by refusing to attempt
in good faith to maximize stockholders value in the sale of the Company and
engaging in a plan to thwart and reject offers from third parties, including
Huntsman, in order to entrench management. Plaintiff seeks certification of the
lawsuit as a class action, an order requiring defendants to take various actions
including exposing the Company to the market place in an effort to create an
auction of the Company and an unspecified amount of damages. The Company is also
aware of two other similar lawsuits that are also pending in the
13
<PAGE>
Chancery Court. The Company believes that these lawsuits are without merit and
intends to contest them vigorously.
SOLICITATION OF REVOCATIONS
The costs of the solicitation of revocations of Agent Designations will be
borne by the Company. In addition to solicitation by mail, directors, officers
and regular employees of the Company may solicit revocations in person, by
telephone, by telegram, by personal interview, by e-mail, or by telecopier, none
of whom will receive additional compensation for such solicitations. The Company
will request banks, brokerage houses and other custodians, nominees and
fiduciaries to forward its solicitation materials to the beneficial owners of
the shares of Common Stock they hold of record and obtain authorization for, and
appropriate certification in connection with, the execution of Revocation Cards.
The Company will reimburse these record holders for customary mailing expenses
incurred by them in forwarding these materials. The Company also has retained
D.F. King & Co., Inc. to assist the Company in connection with communications
with stockholders and to provide other services in connection with the
solicitation of revocations. The fee of D.F. King & Co., Inc. is estimated to be
$______ plus reasonable out-of-pocket costs and expenses. D.F. King & Co., Inc.
will employ approximately 40 people in its efforts. Costs incidental to this
solicitation include expenditures for printing, postage, legal and related
expenses and are expected to be approximately $_____. The total costs incurred
to date in connection with this solicitation are not in excess of $_____.
Pursuant to a letter agreement, dated July 21, 1996 (the "Letter
Agreement"), the Company has retained Schroder Wertheim to act as its financial
advisor with respect to potential businesses combinations and other transactions
involving the Company and third parties. Pursuant to the Letter Agreement, the
Company has agreed to pay to Schroder Wertheim certain fees and expenses and to
indemnify Schroder Wertheim against certain liabilities, including liabilities
under the federal securities laws.
Except as described above, neither the Company nor, to the best of the
Company's knowledge, any person acting on its behalf has retained any other
person to make solicitations or recommendations to security holders on its
behalf in connection with the solicitation of revocations of Agent Designations.
INTERESTS OF CERTAIN PERSONS
STOCK OPTION PLANS
Certain executive officers of the Company have been granted options to
purchase shares of Common Stock pursuant to the terms of the Rexene Corporation
1994 Long-Term Incentive Plan (the "1994 Incentive Plan"). Pursuant to the terms
of the 1994 Incentive Plan, the Compensation Committee of the Board may, in its
sole discretion, in connection with a Change of Control (as defined in the 1994
Incentive Plan), (i) accelerate the time at which such options may be exercised
so that such options may be exercised in full for a limited period of time on or
before a specified date, (ii) require the mandatory surrender to the Company of
some or all of such options (whether or not such options are then exercisable
under the 1994 Incentive Plan) in exchange for an amount of cash per share of
Common Stock subject to such options equal to the excess, if any, of the Change
of Control Value (as defined in the 1994 Incentive Plan) of the Common Stock
over the per share exercise price(s) under such options for such shares, (iii)
make such adjustments to such options as it deems appropriate to reflect
14
<PAGE>
such Change of Control or (iv) provide that, after the Change of Control, upon
any exercise of an option the holder shall be entitled to purchase under such
option the number of shares of stock or other securities to which the holder
would have been entitled pursuant to the terms of the transaction constituting
the Change of Control if, immediately prior to such transaction, the holder had
been the holder of the number of shares of Common Stock then covered by such
option. Adoption of the Director Replacement Proposals would constitute a Change
of Control under the 1994 Incentive Plan.
Certain executive officers of the Company have been granted options to
purchase shares of Common Stock pursuant to the terms of the Rexene Corporation
1993 Non-Qualified Stock Option Plan (the "1993 Non-Qualified Option Plan").
Pursuant to the terms of the 1993 Non-Qualified Option Plan, if the employment
with the Company or any of its subsidiaries of a holder of such options is
terminated without cause after a Change of Control (as defined in the 1993
Non-Qualified Option Plan), or if such holder voluntarily resigns his or her
employment with the Company or any of its subsidiaries after such a Change of
Control because as a condition to such employment such holder would be required
to relocate outside the continental United States or within the continental
United States without assistance equal to that provided under Rexene's standard
relocation policy or accept a reduction in base salary, then such holder's
options shall become fully exercisable. Adoption of the Director Replacement
Proposals would constitute a Change of Control under the 1993 Non-Qualified
Option Plan.
EMPLOYMENT AGREEMENTS
Mr. Smith, Lavon N. Anderson, President and Chief Operating Officer and a
director of the Company, Geff F. Perera, Executive Vice President and Chief
Financial Officer of the Company, Jack E. Knott, Executive Vice President of the
Company and President of Rexene Products and a director of the Company, James M.
Ruberto, Executive Vice President - Administration of the Company, Jonathan R.
Wheeler, Executive Vice President of the Company 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 1996.
Each termination agreement provides that in the event the employee is terminated
without cause (as defined in the agreement) within three years after a change in
control (as defined in the agreement) of Rexene or if the employee voluntarily
resigns his employment with Rexene because as a condition to continued
employment with Rexene such employee is required to relocate outside the
continental United States or within the continental United States without
assistance equal to that provided under Rexene's standard relocation policy,
accept a reduction in base salary or accept a position of lesser responsibility,
Rexene is obligated to pay the employee within ten 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 locate within the
continental United States after a change in control even though he is offered
assistance equal to that provided under the Company's standard location policy,
such employee is entitled to receive a lump sum cash severance amount equal to
18 months of such employee's then current base salary. Adoption of the Director
Replacement Proposals would constitute a change in control under the termination
agreements.
15
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth as of November __, 1996, information with
respect to each person who was known by the Company (based upon a review of
schedules and reports filed with the SEC) to be the beneficial owner of more
than 5% of the Common Stock.
<TABLE>
<CAPTION>
COMMON STOCK
BENEFICIALLY OWNED
------------------
NUMBER OF PERCENT OF
NAME AND ADDRESS OF BENEFICIAL OWNER(1) SHARES CLASS
- --------------------------------------- ------ -----
<S> <C> <C>
Guy P. Wyser-Pratte and Spear, Leeds & Kellogg 1,901,700(2) 10.11%
c/o Guy P. Wyser-Pratte
63 Wall Street
New York, NY 10005
<FN>
- -------------------------
(1) Although information reported in Amendment No. 1 to Schedule 13G, dated
February 2, 1996, filed by the State of Wisconsin Investment Board (the
"Wisconsin Investment Board") with the SEC indicates that the Wisconsin
Investment Board beneficially owned 1,785,000 shares of Common Stock as of
such date, the Wisconsin Investment Board has informed the Company that it
does not currently beneficially own any shares of Common Stock. Although
information reported in Amendment No. 2 to Schedule 13D, dated March 7,
1996, filed by David C. Swalm with the SEC indicates that Mr. Swalm
beneficially owned 950,000 shares of Common Stock as of such date, Mr.
Swalm has informed the Company that he does not currently beneficially own
more than 5% of the Common Stock.
(2) According to Amendment No. 1 to the Schedule 13D, Wyser-Pratte has sole
voting and investment power with respect to 953,100 shares of Common Stock
beneficially owned by him and Spear Leeds has sole voting and investment
power with respect to 948,600 shares of Common Stock beneficially owned by
it. According to the Wyser-Pratte Solicitation Statement, although
Wyser-Pratte and Spear Leeds may be deemed a "group" within the meaning of
Rule 13d-5 under the Securities Exchange Act of 1934, as amended, each of
Wyser-Pratte and Spear Leeds disclaims beneficial ownership of the shares
of Common Stock owned by the other.
</FN>
</TABLE>
16
<PAGE>
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth information with respect to the beneficial
ownership of the Common Stock as of November __, 1996 by each director of the
Company and certain executive officers of the Company.
COMMON STOCK
BENEFICIALLY OWNED
-----------------------------
NUMBER OF PERCENT OF
NAME SHARES(1)(2) CLASS
- ------------------------------------------ --------------- ------------
DIRECTORS
Lavon N. Anderson 48,118 (3) *
James R. Ball 2,000 *
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 41,334 (5) *
Charles E. O'Connell 2,000 *
Andrew J. Smith 95,223 *
EXECUTIVE OFFICERS (EXCLUDING ANY DIRECTOR NAMED ABOVE)
Bernard J. McNamee 33,000
Geff F. Perera 15,004
James M. Ruberto 37,334 *
Jonathan R. Wheeler 33,834 *
- ------------------------
(*) 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 - 45,918; Mr. Bartley - 2,000; Mr. Comeaux - 2,000; Mr. Kaufthal
- 27,000; Mr. Knott - 37,334; Mr. McNamee - 30,000; Mr. O'Connell - 2,000;
Mr. Perera - 15,004; James R. Ruberto - 37,334; Mr. Smith - 68,666; and
Mr. Wheeler - 33,334.
(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.
17
<PAGE>
STOCKHOLDER PROPOSALS
In order to have been considered for inclusion in the Company's proxy
materials for the 1997 Annual Meeting of Stockholders, stockholder proposals
must have been received at the Company's principal executive offices in Dallas,
Texas no later than November 22, 1996.
18
<PAGE>
APPENDIX A
INFORMATION CONCERNING THE PARTICIPANTS
LAVON N. ANDERSON, age 61, 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.
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 19874.
NEIL J. DEVROY, age 49, has served as Vice President of Communications and
Support Services of the Company since March 1995. From November 1990 to February
1995 Mr. Devroy served as Director of Communications and Public Affairs of the
Company. Mr. Devroy beneficially owns 9,408 shares of Common Stock, which
includes 8,408 shares which Mr. Devroy has the right to acquire with 60 days
upon the exercise of options granted to him pursuant to the Company's stock
option plans.
ARTHUR L. GOESCHEL, age 74, has served as a director of the Company since
March 1992. Mr. Goeschel served as Chairman of the Board of the Company from
March 1992 to April 1996. He also served as a director of the Company 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 58, 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.
A-1
<PAGE>
ILAN KAUFTHAL, age 49, 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 42, has served as a director of the Company since April
1996 and 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, a decision of the Company, since February 1989.
BERNARD J. MCNAMEE, age 61, has served as Executive Vice President,
Secretary and General Counsel of the Company since April 1995. Prior thereto,
Mr. McNamee had been Vice President, Secretary and General Counsel of the
Company since May 1993. From September 1989 to November 1992, Mr. McNamee was
Vice President and General Counsel of Ferro Corporation, a multinational
manufacturer of specialty materials.
CHARLES E. O'CONNELL, age 65, 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.
GEFF F. PERERA, age 43, has served as Executive Vice President and Chief
Financial Officer of the Company since May 1996. Prior thereto, Mr. Perera
served as Vice President of the Company from January 1991 to April 1996 and as
Controller of the Company from February 1989 to April 1996.
JAMES M. RUBERTO, age 49, has served as Executive Vice President -
Administration of the Company since January 1996. Prior thereto, Mr. Ruberto had
been Executive Vice President of the Company and President of CT Film, a
division of the Company, since March 1992. Mr. Ruberto served as Executive Vice
President Sales and Market Development of the Company from January 1991 to March
1992 and as Executive Vice President - Marketing and Business Planning of Rexene
Products, a division of the Company, from April 1989 to January 1991.
ANDREW J. SMITH, age 55, has served as Chairman of the Board since April
1996 and 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 1992.
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.
JONATHAN R. WHEELER, age 45, has served as Executive Vice President of the
Company and President of CT Film, a division of the Company, since January 1996.
Prior thereto, Mr. Wheeler served as Executive Vice President - Administration
of the Company from April 1995 to January 1996 and as Senior Vice President
Administration from December 1990 to April 1995.
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, relating to the Company's
bankruptcy proceedings pursuant to voluntary petitions filed by the Company's
predecessor under Chapter 11 of the United States Bankruptcy Code on October 18,
1991. Messrs. Anderson, Goeschel, Hewitt and Smith, directors of the Company,
were also directors of the Company's predecessor that filed such petitions.
The address of each of the persons listed above is c/o Rexene Corporation,
5005 LBJ Freeway, Dallas, Texas 75244.
A-2
NYFS05...:\38\69638\0004\2150\NOT7226V.38F
<PAGE>
REXENE CORPORATION
THIS REVOCATION CARD IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
REXENE CORPORATION IN OPPOSITION TO THE SOLICITATION BY THE WYSER-PRATTE GROUP
OF AGENT DESIGNATIONS OF REXENE CORPORATION.
The undersigned stockholder, acting with regard to all shares of common
stock, par value $.01 per share, of REXENE CORPORATION, a Delaware corporation,
entitled to vote by such stockholder, hereby REVOKES any previously executed
Agent Designation requesting the call of a special meeting of stockholders (the
"Special Meeting") described in the Solicitation Statement of Mr. Guy P.
Wyser-Pratte, Wyser-Pratte & Co., Inc. and Spear, Leeds & Kellogg, dated _____,
1996. THE BOARD OF DIRECTORS STRONGLY RECOMMENDS THAT YOU REVOKE ANY PREVIOUSLY
EXECUTED AGENT DESIGNATION REQUESTING THE CALL OF THE SPECIAL MEETING BY
PROPERLY SIGNING, DATING AND RETURNING THIS REVOCATION CARD.
PLEASE SIGN THIS REVOCATION CARD EXACTLY AS YOUR NAME
APPEARS HEREON. IF SIGNING AS ATTORNEY, ADMINISTRATOR,
EXECUTOR, GUARDIAN OR TRUSTEE, PLEASE GIVE TITLE AS
SUCH. IF A CORPORATION, THIS SIGNATURE SHOULD BE THAT OF
AN AUTHORIZED OFFICER WHO SHOULD STATE HIS OR HER
TITLE. IF A PARTNERSHIP, SIGN IN PARTNERSHIP NAME BY
AUTHORIZED PERSON.
Date: , 1996
- ---------------------------------------------
Signature
- ---------------------------------------------
Signature if held jointly
