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Section 240.14a-101 Schedule 14A.
Information required in proxy statement.
Schedule 14A Information
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [ ]
Filed by a party other than the Registrant [X]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
REXENE CORPORATION
.................................................................
(Name of Registrant as Specified In Its Charter)
GUY P. WYSER-PRATTE
SPEAR, LEEDS & KELLOGG
.................................................................
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11
(1) Title of each class of securities to which transaction
applies:
............................................................
(2) Aggregate number of securities to which transaction
applies:
.......................................................
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the amount
on which the filing fee is calculated and state how it was
determined):
.......................................................
(4) Proposed maximum aggregate value of transaction:
.......................................................
(5) Total fee paid:
.......................................................
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the
Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
.......................................................
(2) Form, Schedule or Registration Statement No.:
.......................................................
(3) Filing Party:
.......................................................
(4) Date Filed:
.......................................................
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SOLICITATION OF PROXIES
IN CONNECTION WITH A
SPECIAL MEETING OF STOCKHOLDERS
OF
REXENE CORPORATION
----------
SUPPLEMENT TO
PROXY STATEMENT
OF
MR. GUY P. WYSER-PRATTE
WYSER-PRATTE & CO., INC.
63 WALL STREET
NEW YORK, NEW YORK 10005
(212) 495-5350
AND
SPEAR, LEEDS & KELLOGG
120 BROADWAY
NEW YORK, NEW YORK 10271
(212) 433-7000
----------
This Supplement to Proxy Statement (the "Supplement") and the
accompanying GREEN proxy card are being furnished to holders of outstanding
common stock, par value $.01 per share (the "Common Stock"), of Rexene
Corporation, a Delaware corporation ("Rexene" or the "Company"), in connection
with the solicitation of proxies from holders of the Common Stock by 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
"Soliciting Group") to be used at a special meeting of the Company's
stockholders, and any adjournments and postponements thereof (the "Special
Meeting"). The Special Meeting will be held at the offices of The Corporation
Trust Company, 1209 Orange Street, Wilmington, Delaware on Thursday, May 22,
1997. This Supplement and the accompanying GREEN proxy card are first being sent
to stockholders of the Company on or about May 12, 1997.
REASONS FOR THE SUPPLEMENT
On April 25 the Soliciting Group proposed that the Special Meeting be
delayed until May 22. In an open letter to the Company's CEO, Andrew J. Smith,
Messrs. Wyser-Pratte and Kambeitz stated:
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"Shareholders need time to see the Board's response to [Huntsman
Corporation's] latest offer and the results of due diligence and/or
negotiations, as well as to evaluate the performance of the [Rexene] Board in
the Company's dealings with Huntsman over the next month. If the negotiations
end in an agreement to sell the Company, there will be no need for a Special
Meeting to replace the Board. If the negotiations are unsuccessful, shareholders
will be in a much better position than on April 30 to decide whether the Board
should be replaced."
On April 28 the Company agreed to adjourn the Special Meeting until May
22 and announced that the Company and Huntsman Corporation ("Huntsman") had
entered into a confidentiality agreement to enable Huntsman to conduct due
diligence on the Company. There have been no public announcements since April 28
regarding the status of Huntsman's due diligence or any acquisition negotiations
between the Company and Huntsman.
The outcome of Huntsman's due diligence and its negotiations with the
Company is not known now and may not be known until shortly before May 22 when
the Special Meeting is scheduled to be held. Depending on the outcome of the
Huntsman negotiations, the Soliciting Group may seek to have shareholders adopt
the Director Replacement Proposals and By-laws Proposals and reject the Stock
Repurchase Program Resolution (as such proposals are described in the Soliciting
Group's Proxy Statement, dated April 4, 1997) at the May 22 Special Meeting. The
Soliciting Group is distributing GREEN proxy cards to shareholders now, so that
shareholders can return the cards in time to have them voted at the Special
Meeting.
If Huntsman's due diligence and its negotiations with the Company have
not been completed by May 22, the Soliciting Group may seek a further
adjournment of the Special Meeting. Accordingly, the Soliciting Group is also
seeking proxies to vote for a proposal to adjourn the Special Meeting to a date
not later than June 12 if such a proposal is made at the meeting by the
Soliciting Group (the "June 12 Adjournment Proposal").
USE OF GOLD AND STRIPED GOLD PROXY CARDS
Stockholders who wish to grant proxies to vote for the Director
Replacement and By-laws Proposals and against the Stock Repurchase Program
Resolution should use the accompanying GREEN proxy cards. In its April 25 Proxy
Supplement the Soliciting Group stated that proxies obtained on the prior GOLD
and STRIPED GOLD proxy cards would be used only to vote for the proposal to
adjourn the Special Meeting to May 22 "and other proposals to recess and adjourn
the Special Meeting."
All three proxy cards contain a general authorization to initiate and
vote for proposals to recess and adjourn the Special Meeting. On the GREEN and
STRIPED GOLD cards this authorization is modified by an obligation to follow
specific instructions regarding the adjournment proposals included on those
cards. The Soliciting Group will not use proxies obtained on the GOLD or STRIPED
GOLD proxy cards to
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vote for the June 12 Adjournment Proposal under the following circumstances,
provided that the Company follows the same rule with respect to using proxies it
obtains on its white Special Meeting proxy cards to vote against such proposal:
If a GOLD or STRIPED GOLD proxy card from a single beneficial owner includes
votes against the Soliciting Group's recommendation on any of the proposals to
be voted upon at the Special Meeting, the Soliciting Group will not use such
proxy to initiate and vote for the June 12 Adjournment proposal. If a GOLD or
STRIPED GOLD proxy card from a bank or broker or other holder on behalf of
multiple beneficial owners contains votes against the Soliciting Group's
recommendations on any proposals to be voted upon at the Special Meeting, the
Soliciting Group will not use such proxy to initiate and vote for the
adjournment proposal, to the extent of the maximum number of votes against the
Soliciting Group's recommendations on such card.
GENERAL INFORMATION
Executed proxies will be solicited by mail, advertisement, telephone,
telecopier and in person. Solicitation will be made by Wyser-Pratte, Eric
Longmire, Senior Managing Director WPC, and Fred Kambeitz, George Kohl, Gregg
Villany and Howard Wiesenfeld of Spear, Leeds, none of whom will receive
additional compensation for such solicitation. Proxies will be solicited from
individuals, brokers, banks, bank nominees and other institutional holders. The
Soliciting Group has requested banks, brokerage houses and other custodians,
nominees and fiduciaries to forward all solicitation materials to the beneficial
owners of the shares they hold of record. The Soliciting Group will reimburse
these record holder for their reasonable out-of-pocket expenses.
In addition, the Soliciting Group has retained MacKenzie Partners, Inc.
("MacKenzie Partners") to solicit proxies to be used at the Special Meeting for
which MacKenzie Partners will be paid a fee of approximately $60,000 and will be
reimbursed for its reasonable expenses. MacKenzie Partners will employ
approximately 40 people in its efforts. Costs incidental to this solicitation
and the Soliciting Group's earlier solicitation regarding the calling of the
Special Meeting include expenditures for printing, postage, legal and related
expenses and are expected to be approximately $1.1 million. The total costs
incurred to date in connection with these solicitations are not in excess of
$900,000. If the Nominees are elected or the Company is acquired, the Soliciting
Group will ask the Board to have the Company reimburse it for costs and expenses
incurred in connection with this proxy solicitation, as well as the earlier
solicitation regarding the calling of the Special Meeting, and intends to make a
claim against the Company for reimbursement if such request is denied. The
Soliciting Group does not intend to request that its reimbursement request be
submitted to a vote of stockholders.
REVOCABILITY OF SIGNED PROXY
You may revoke your proxy at any time by executing and delivering a
written revocation to Wyser-Pratte at 63 Wall Street, New York, New York 10005
or the Company, at 5005 LBJ Freeway, Dallas, Texas 75244 (please send a copy of
any
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revocation sent to the Company to Wyser-Pratte, so that the Soliciting Group is
aware of the revocation). Such a revocation must clearly state that your proxy
is no longer effective. A proxy may also be revoked by notice given to the
Company in a meeting of the Company's stockholders. Any revocation of a proxy
will not effect any action taken pursuant to the proxy prior to such revocation.
GUY P. WYSER-PRATTE
SPEAR, LEEDS & KELLOGG
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APPENDIX 1
REXENE CORPORATION
SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 22, 1997
THIS PROXY IS SOLICITED BY GUY P. WYSER-PRATTE, WYSER-PRATTE & CO., INC. AND
SPEAR, LEEDS & KELLOGG (THE "SOLICITING GROUP").
Each of the undersigned hereby constitutes and appoints Daniel H. Burch,
Stanley J. Kay, Jr., and Mark H. Harnett, and each of them, with full power of
substitution, the proxies of the undersigned to vote all of the outstanding
Common Stock, par value $.01 per share (the "Common Stock"), of Rexene
Corporation (the "Company") that the undersigned is entitled to vote if
personally present at the Special Meeting of Stockholders of the Company to be
held May 22, 1997 (the "Special Meeting"), or at any adjournment or postponement
of the Special Meeting, as follows on the following matters which are described
in the Proxy Statement (the "Proxy Statement") of the Soliciting Group, dated
April 4, 1997, and the Supplements to the Proxy Statement, dated April 25, 1997
and May 12, 1997, with all capitalized terms used herein without definition
having the meaning set forth in the Proxy Statement.
WHEN PROPERLY EXECUTED, THIS PROXY WILL BE VOTED IN THE MANNER MARKED
HEREIN BY THE UNDERSIGNED. IF A MARKING IS MADE AS TO THE PROPOSAL TO ADJOURN
THE MEETING TO A DATE NOT LATER THAN JUNE 12, 1997, BUT NO MARKING IS MADE AS TO
ALL OTHER PROPOSALS, THIS PROXY WILL BE VOTED AS MARKED WITH RESPECT TO THE
ADJOURNMENT PROPOSAL AND TO "ABSTAIN" WITH RESPECT TO EACH OF PROPOSAL 1 AND
PROPOSALS 3 THROUGH 7 AND TO "WITHHOLD AUTHORITY FOR ALL NOMINEES" WITH RESPECT
TO PROPOSAL 2. SUBJECT TO THE IMMEDIATELY PRECEDING SENTENCE, IF NO MARKING IS
MADE AS TO ANY PROPOSAL OR ALL PROPOSALS, THIS PROXY WILL VOTED "FOR" THE
ADJOURNMENT PROPOSAL AND EACH OF PROPOSALS 1 THROUGH 6 AND "AGAINST" PROPOSAL 7.
SUBJECT TO THE INSTRUCTIONS GIVEN BY THE UNDERSIGNED REGARDING THE ADJOURNMENT
PROPOSAL, THE ABOVE-NAMED PROXIES OF THE UNDERSIGNED ARE AUTHORIZED TO INITIATE
AND VOTE FOR PROPOSALS TO RECESS OR ADJOURN THE SPECIAL MEETING FOR ANY REASON,
INCLUDING TO ALLOW INSPECTORS TO CERTIFY THE OUTCOME OF THE SPECIAL MEETING
PROPOSALS OR TO ALLOW THE SOLICITATION OF ADDITIONAL VOTES, IF NECESSARY, TO
APPROVE THE SPECIAL MEETING PROPOSALS, AND TO VOTE, IN THEIR DISCRETION, UPON
SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE SPECIAL MEETING AND ANY
ADJOURNMENT OR POSTPONEMENT THEREOF. THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT
OF THE PROXY STATEMENT AND THE SUPPLEMENT TO THE PROXY STATEMENT, DATED MAY 12,
1997, SOLICITING PROXIES FOR THE SPECIAL MEETING.
[Proxy Continued On Reverse]
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PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY IN THE ENCLOSED
ENVELOPE PROVIDED
THE SOLICITING GROUP RECOMMENDS THAT YOU VOTE FOR THE ADJOURNMENT PROPOSAL AND
EACH OF PROPOSALS 1 THROUGH 6 AND AGAINST PROPOSAL 7.
APPROVAL OF PROPOSAL, IF MADE BY SOLICITING GROUP, TO ADJOURN THE SPECIAL
MEETING UNTIL A DATE NOT LATER THAN JUNE 12, 1997
[ ] FOR [ ] AGAINST [ ] ABSTAIN
1. DIRECTOR REMOVAL RESOLUTION
[ ] FOR [ ] AGAINST [ ] ABSTAIN
2. ELECTION OF DIRECTORS RESOLUTION. Election of Jonathan R. Macey, Robert C.
Mauch, Lawrence C. McQuade and James S. Pasman, Jr. as directors whose terms
expire at the next Annual Meeting of Shareholders.
[ ] FOR all nominees [ ] WITHHOLD AUTHORITY for all nominees
INSTRUCTION: To withhold authority to vote for the election of one or more
of the persons nominated by the Soliciting Group, mark FOR above and write
the name(s) of the person(s) with respect to whom you wish to withhold
authority to vote below:
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3. PROPOSAL TO AMEND THE BY-LAWS TO FACILITATE DIRECTOR REPLACEMENT PROPOSALS
[ ] FOR [ ] AGAINST [ ] ABSTAIN
4. PROPOSAL TO AMEND THE BY-LAWS TO SET A TIME LIMIT ON CERTAIN DEFENSIVE
ACTIONS UNLESS APPROVED BY SHAREHOLDERS
[ ] FOR [ ] AGAINST [ ] ABSTAIN
5. PROPOSAL TO AMEND THE BY-LAWS TO ELECT NOT TO BE GOVERNED BY THE BUSINESS
COMBINATION STATUTE
[ ] FOR [ ] AGAINST [ ] ABSTAIN
6. OMNIBUS RESOLUTION
[ ] FOR [ ] AGAINST [ ] ABSTAIN
7. STOCK REPURCHASE PROGRAM RESOLUTION
[ ] FOR [ ] AGAINST [ ] ABSTAIN
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ALL PREVIOUS PROXIES GIVEN BY THE UNDERSIGNED TO VOTE AT THE SPECIAL
MEETING OR AT ANY ADJOURNMENT OR POSTPONEMENT THEREOF ARE HEREBY REVOKED.
Date________________________________, 1997
Signature_________________________________
Title_____________________________________
Signature, if Held Jointly________________
Please sign exactly as name appears
hereon. When shares are held by joint
tenants, both should sign. When signing as
an attorney, executor, administrator,
trustee or guardian, give full title as
such. If a corporation, sign in full
corporate name by President or other
authorized officer. If a partnership, sign
in partnership name by authorized person.
