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SCHEDULE 14A
(RULE 14a-101)
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 [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec. 240.14a-11(c) or sec. 240.14a-12
REXENE CORPORATION
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(Name of Registrant as Specified in its Charter)
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(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)(l) and
0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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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
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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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[REXENE LETTERHEAD LOGO]
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5005 LBJ FREEWAY - SUITE 500 - OCCIDENTAL TOWER - DALLAS, TX 75244
May 6, 1997
DEAR STOCKHOLDER:
We are writing to bring you up to date on certain recent developments
concerning your investment in Rexene Corporation.
As you know, Rexene stockholders were scheduled to vote at a special
meeting of stockholders on April 30 on proposals made by a group comprised of
Guy Wyser-Pratte and Spear, Leeds & Kellogg. At the April 30 meeting, the
Wyser-Pratte group was seeking to replace your Board of Directors with its own
designees, whose plan is to sell the Company as quickly as possible. That
meeting has been subsequently adjourned to May 22 for the reasons described
below.
The efforts of the Wyser-Pratte group started after the public
announcement that the Huntsman Corporation had made a number of proposals
regarding its interest in acquiring Rexene. On several occasions during the
solicitation period for the special meeting, Huntsman made public statements
reiterating its interest in acquiring Rexene for $16 per share. However,
Huntsman had not made a formal offer with financing commitments and had not
agreed to the Company's requests that it sign a confidentiality agreement which
we required before we could share confidential information about Rexene with
Huntsman.
During the past several months, the Wyser-Pratte group, although not a
party to our discussions with Huntsman, variously accused the Rexene directors
of frustrating the Huntsman Corporation in its efforts to acquire Rexene,
erecting "roadblocks" to a sale of the Company and acting to entrench ourselves.
This is simply not true. For more than four months now, your Board has publicly
stated that it would not oppose a fully-financed offer to purchase all of
Rexene's outstanding shares at $16 per share. That position has never changed.
We never erected "roadblocks" to a sale of the Company. In fact, the only
"antitakeover" device in your Company's charter or by-laws is a shareholder
rights plan which we announced we would set aside for a fully-financed offer to
purchase all Rexene shares at $16 per share.
POTENTIAL OFFER BY HUNTSMAN
On Thursday, April 24, just a few days before the April 30 special meeting,
I received a letter from Huntsman Corporation, once again expressing its
interest in acquiring Rexene at $16 per share subject to a satisfactory due
diligence review of your Company as a condition to its moving forward. On
Friday, April 25, I responded that we would provide Huntsman with the
confidential information it was seeking, provided that it agreed to enter into a
standard confidentiality agreement to protect Rexene and its stockholders. On
Monday, April 28, we received the signed confidentiality agreement from
Huntsman. Although financing for the acquisition of
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Rexene by Huntsman has still not been demonstrated to us, I am pleased to report
that we are cooperating with Huntsman's due diligence review of Rexene with a
view toward encouraging a firm $16 per share offer from Huntsman.
SPECIAL MEETING ADJOURNED TO MAY 22
At this time, we do not know what will result from Huntsman's due diligence
review, and we cannot give any assurances that a transaction will take place.
However, in order to give our stockholders the benefit of complete information
before making their important voting decision, your Board has adjourned the
April 30 special meeting to May 22, and extended the expiration date and
withdrawal rights for the Company's "dutch auction" tender offer to May 29.
Huntsman has indicated to us that it will require two weeks to complete its
due diligence review, and we will keep you informed of any material new
developments.
With all the materials you have been receiving, we recognize that there is
some confusion about what happens next. If Rexene and Huntsman reach an
agreement, the Wyser-Pratte group has stated it will withdraw its proxy
solicitation and the special meeting will be cancelled. Rexene would also
terminate its dutch auction tender offer and promptly return all shares to
tendering stockholders.
If an agreement is not reached with Huntsman, you will be given another
opportunity to vote, although your previously submitted proxies will be valid
unless you choose to revoke or supercede your proxy by submitting a later dated
proxy.
If a satisfactory transaction cannot be concluded with Huntsman, we will
continue our efforts to build long and short-term value for our stockholders. In
any event, you are assured that the best interests of stockholders remains our
primary consideration in acting as stewards of your investment in Rexene.
ON BEHALF OF THE BOARD OF DIRECTORS
Sincerely,
/s/ ANDREW J. SMITH
ANDREW J. SMITH
Chairman of the Board
and Chief Executive Officer
