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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 AND SPEAR, LEEDS & KELLOGG
.................................................................
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11
(1) Title of each class of securities to which transaction
applies:
............................................................
(2) Aggregate number of securities to which transaction
applies:
.......................................................
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the amount
on which the filing fee is calculated and state how it was
determined):
.......................................................
(4) Proposed maximum aggregate value of transaction:
.......................................................
(5) Total fee paid:
.......................................................
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the
Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
.......................................................
(2) Form, Schedule or Registration Statement No.:
.......................................................
(3) Filing Party:
.......................................................
(4) Date Filed:
.......................................................
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News Release MACKENZIE PARTNERS, INC.
156 FIFTH AVENUE
CONTACT: NEW YORK, NY 10010
-------- 212 929-5500
Stanley J. Kay, Jr. FAX 212 929-0308
MACKENZIE Partners, Inc.
(212) 929-5940
FOR IMMEDIATE RELEASE:
WYSER-PRATTE/SPEAR LEEDS CHARGES REXENE WITH IMPROPER
DISCLOSURE REGARDING POTENTIAL BUYER DISCUSSIONS,
NEW PREFERRED STOCK ISSUE AND DIRECTOR RESIGNATION.
Rexene Intends to Issue Non-voting "Blocking" Preferred
Stock to Finance Common Shares Bought in Repurchase Program
NEW YORK, NY, March 27, 1997 -- Guy Wyser-Pratte, President of Wyser-Pratte &
Co., Inc. and Fred Kambeitz, a partner in the firm Spear, Leeds & Kellogg,
announced today that Rexene Corporation's (NYSE: RXN) preliminary proxy
statement filed with the Securities and Exchange Commission on March 25 revealed
highly significant information that had been either improperly suppressed or
selectively disclosed by the Company. The disclosure in question concerns
discussions with four potential purchasers for the Company, the proposed
issuance of "blocking" preferred stock and the resignation of longtime Rexene
director Arthur Goeschel.
In its SEC filing, Rexene now for the first time discloses that: "Following the
publication in late 1996 and early 1997 of the Board's position relating to bona
fide proposals to acquire the Company at $16 per share, the Company was
contacted by four parties that previously had not held discussions with the
Company and who expressed an interest in exploring a possible acquisition of the
Company. Two of the parties executed a confidentiality/standstill agreement with
the Company for the purpose of conducting a due diligence review of the Company.
No such party subsequently made a proposal to acquire all of the outstanding
shares of Common Stock."
Mr. Wyser-Pratte and Mr. Kambeitz commented, "This egregious failure to disclose
for months these discussions with potential buyers, in the midst of a consent
solicitation, was obviously done to help Rexene try to stave off our call for a
Special Meeting, an effort which ultimately failed, when we quickly won the
support of 58% of the outstanding shares."
"Clearly, our support would have been even greater than it was if the market had
known about the existence of these discussions. Furthermore, such disclosure
would have positively affected the stock price, benefitting the investment of
all shareholders."
"While the legality of Rexene's actions is in question," they continued, "it was
obviously unethical and manipulative for Rexene to have suppressed this
information for so long from the owners of the Company. Shareholders cannot make
informed decisions at the
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Wyser-Pratte, Spear, Leeds
March 27, 1997
Page Two
April 30 Special Meeting without the disclosure of far more detail about these
aquisition talks, including the identity of all the potential purchasers and the
substance of every one of those discussions. On behalf of all shareholders, we
demand the disclosure of these details in the Company's definitive proxy
materials."
Rexene's preliminary proxy statement also reveals that the Company intends to
issue $50 million of non-voting "blocking" preferred stock to replace the common
shares purchased in the Stock Repurchase Program.
Mr. Wyser-Pratte and Mr. Kambeitz said, "Issuing 'blocking' preferred is a
common anti-takeover device which will severely damage Rexene's marketability to
potential buyers. While the new stock has no voting rights, it is not redeemable
for five years, and its terms require that in the event of a change in control,
preferred holders are automatically entitled to elect two directors."
"This feature is clearly intended to help bolster the Board's and management's
entrenched position by preventing a potential buyer of the Company's from being
able to control the entire Board, which will also discourage future proxy
contests."
"Shareholders need not take our word alone on this matter. Mr. Goeschel's stated
concerns with Rexene's vote buying tactics are ample evidence of the Board's
true intention."
Specifically, Rexene's SEC filing discloses that "Following the meeting of the
Rexene Board of Directors held on March 19, 1997, Arthur Goeschel resigned as a
Rexene director. The stated reason for the resignation was Mr. Goeschel's
opposition to the Stock Repurchase program, which Mr. Goeschel believes was
implemented for the purpose of purchasing shares held by stockholders who would
support the removal of Rexene's current directors at the [April 30] Special
Meeting. Mr. Goeschel also expressed his opposition to borrowing funds for the
purpose of financing repurchases under the program because of his personal views
regarding the dangers of leverage."
Mr. Wyser-Pratte and Mr. Kambeitz said, "Mr. Goeschel's stated reason for
resigning confirms the accuracy of the comment in our March 20 press release in
which we said the real motivation for Rexene's buyback program is to entrench
the Board and management and to prevent another defeat on April 30."
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Wyser-Pratte, Spear, Leeds
MARCH 27, 1997
Page Three
"Once again this management," they continued, "is guilty of selective
disclosure, trumpeting the appointment of two new directors on March 19 but
failing to disclose Mr. Goeschel's resignation, and more importantly, his reason
for doing so, until this week."
"We also note," they added, "that Rexene has still failed to set a date for its
Annual Meeting despite assurances to the contrary."
"It should be obvious to all shareholders by now," Mr. Wyser-Pratte and Mr.
Kambeitz concluded, "that this Board and management are determined to stay in
power, even if it means repeatedly breaching their fiduciary duties to
shareholders. This Board cannot be trusted to give shareholders complete
information about important corporate issues which directly impact the outcome
of the Special Meeting as well as the value of their Rexene shares. Fortunately,
shareholders will have the final word about this Board on April 30."
# # #
PARTICIPANT INFORMATION
Mr. Wyser-Pratte owns beneficially 1,369,700 shares of Rexene common stock
representing approximately 7.3% of the outstanding shares. Spear, Leeds &
Kellogg owns beneficially 1,114,100 shares of common stock, representing
approximately 5.9% of the outstanding shares. The nominees of Mr. Wyser-Pratte
and Spear, Leeds & Kellogg for election at the special meeting to the board of
directors of Rexene are Messrs. Robert C. Mauch, Jonathan R. Macey, Lawrence C.
McQuade and James S. Pasman, Jr. Mr. McQuade owns beneficially 2,000 shares of
Rexene common stock. Eric Longmire of Wyser-Pratte & Co.,Inc., Fred Kambeitz,
George Kohl, Gregg Villany and Howard Wiesenfeld, all of Spear, Leeds & Kellogg,
and Werner Goeckel are also participants. It is anticipated that Mr. Goeckel
will be added to the board of directors of Rexene after the special meeting. Mr.
Goeckel owns beneficially 4,200 shares of Rexene common stock.
