<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Amendment No. 2
Rexene Corporation
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
761683101
(CUSIP Number)
Dave C. Swalm
11102 Hedwig Lane
Houston, Texas 77024
(713) 932-9750
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
February 28, 1997
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 761683101 PAGE 2 OF 11 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1
Dave C. Swalm
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [_]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- -------------------------------------------------------------------------------
SOURCE OF FUNDS
4
PF/WC
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
5 ITEMS 2(d) OR 2(e)
[ ]
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
U.S.A.
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SOLE VOTING POWER
7
NUMBER OF
350,000
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 1,500,000
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
350,000
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
1,500,000
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
1,850,000
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
12
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
9.840%
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TYPE OF REPORTING PERSON*
14
IN
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Item 1. Security and Issuer
-------------------
This statement relates to shares of Common Stock, par value $0.01 per share
of Rexene Corporation ("Rexene"). Rexene maintains its principal executive
offices at 5005 L.B.J. Freeway, Dallas, Texas 75244.
Item 2. Identity and Background
-----------------------
a. This Statement on Schedule 13D is being filed by Dave C. Swalm,
individually, and as the Trustee of the Dave and Beth C. Swalm Charitable
Remainder Unitrust No. 1; a Trustee of the Dave and Beth C. Swalm
Charitable Remainder Unitrust No. 2; a Trustee of The Swalm Foundation; as
an individual Co-Trustee of the David Clarkston Swalm, Jr. Trust, dated
July 6, 1972; and as the sole participant in the David C. Swalm IRA Account
No. 8884. As a result of Mr. Swalm's position as a Trustee of the Dave and
Beth C. Swalm Charitable Remainder Unitrust No. 1; a Trustee of the Dave
and Beth C. Swalm Charitable Remainder Unitrust No. 2; a Co-Trustee of the
David Clarkston Swalm, Jr. Trust dated July 6, 1972; a Trustee of The Swalm
Foundation; and as a participant in the Dave C. Swalm IRA Account No. 8884,
he is deemed to beneficially own the Rexene shares owned by each of said
entities. Mr. Swalm; the Dave and Beth C. Swalm Charitable Remainder
Unitrust No. 1; the Dave and Beth C. Swalm Charitable Remainder Unitrust
No. 2; the David Clarkston Swalm, Jr. Trust dated July 6, 1972; The Swalm
Foundation; and the Dave C. Swalm IRA Account No. 8884 are not a group.
The names and addresses of the other Trustees of the listed trusts
and foundation are shown on Exhibit "A".
b. Business Address: 11102 Hedwig Lane, Houston, Texas 77024.
c. Principal Occupation: Mr. Swalm is a retired executive. Mr. Swalm is
active in the affairs of the Dave and Beth C. Swalm Charitable Remainder
Unitrust No. 1; the Dave and Beth C. Swalm Charitable Remainder Unitrust
No. 2; The Swalm Foundation; the David Clarkston Swalm, Jr. Trust dated
July 6, 1972; the Dave C. Swalm IRA Account No. 8884; and his own personal
investments.
d. Mr. Swalm has not been convicted in a criminal proceeding (excluding
traffic violations or other similar misdemeanors) during the last five
years.
e. Mr. Swalm has not been a party to any civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such
proceeding subjected to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws
during the last five years.
f. Mr. Swalm is a United States citizen.
<PAGE>
Item 3. Source and Amount of Funds or Other Considerations
--------------------------------------------------
All of the shares of Common Stock of Rexene purchased by Mr. Swalm
were purchased with his personal funds. All of the shares of Common Stock of
Rexene purchased by the Dave and Beth C. Swalm Charitable Remainder Unitrust No.
1, the Dave and Beth C. Swalm Charitable Remainder Unitrust No. 2, the David
Clarkston Swalm, Jr. Trust, The Swalm Foundation, and the Dave C. Swalm IRA
Account No. 8884 were purchased out of working capital and the funds of each
entity, respectively. None of the purchase funds were borrowed or otherwise
obtained for the purpose of purchasing the Rexene stock.
Item 4. Purpose of Transaction
----------------------
All of the shares of Common Stock of Rexene purchased by Dave C.
Swalm, the Dave and Beth C. Swalm Charitable Remainder Unitrust No. l, the Dave
and Beth C. Swalm Charitable Remainder Unitrust No. 2, the David Clarkston
Swalm, Jr. Trust dated July 6, 1972, The Swalm Foundation and the Dave C. Swalm
IRA Account 8884 were purchased as an investment. At this time, neither Mr.
Swalm nor any of the Dave and Beth C. Swalm Charitable Remainder Unitrust No. 1,
the Dave and Beth C. Swalm Charitable Unitrust No. 2, the David Clarkston Swalm,
Jr. Trust dated July 6, 1972, The Swalm Foundation and the Dave C. Swalm IRA
Account No. 8884 has any plans with respect to Rexene, except that each of the
parties may continue to purchase Common stock or sell the Common Stock based on
its evaluation of the Common Stock as an investment. Mr. Swalm has no intention
to seek election as a director or officer of Rexene or to propose nominees for
director; further, Mr. Swalm has no interest or intent to serve as a consultant
to or employee of Rexene or to engage in any business relationship with Rexene.
Mr. Swalm has been in the petrochemical business for more than 40
years and has previously served as Chairman of the Board and CEO of
petrochemical companies. In such positions he has become familiar with the
chemicals industry, participants in the industry, industry prospects and
officers, directors and executives of many of the companies in the industry,
including Rexene. Mr. Swalm is personally acquainted with Andrew Smith,
Chairman and Chief Executive Officer of Rexene. However, he has no agreement,
understanding or contract with Mr. Smith regarding Mr. Swalm's purchase of
Rexene shares, future participation in Rexene or voting of the Rexene shares
purchased by Mr. Swalm or the other entities described herein. Mr. Swalm
purchased the Rexene stock strictly for investment purposes and not with a view
to acquiring control of Rexene; changing directors or management; engaging in an
extraordinary transaction; causing the liquidation or sale of assets of Rexene,
change in Rexene's structure or business, or any change to Rexene's charter,
bylaws or any other agreement; cause the issuance of additional shares of Common
Stock of Rexene, termination of listing of Rexene's Common Stock, termination of
registration of Rexene's Common Stock or any other similar action. Mr. Swalm
has not sought or been offered a position on the Board of Directors of Rexene or
employment by Rexene and has no intention to seek any such status. Mr. Swalm has
no agreement or understanding with Andrew Smith, Chairman of Rexene, or any
other officer or director with respect to his purchase, holding, voting or
disposing of the Rexene's Common Stock.
<PAGE>
Item 5. Interest in Securities of the Issuer
------------------------------------
a. Mr. Swalm owns 350,000 shares of Common Stock of Rexene (1.862%) outright
and is deemed to be beneficial owner of 1,500,000 shares of Common Stock of
Rexene (7.978%) owned by the Dave and Beth C. Swalm Charitable Remainder
Unitrust No. 1 (450,000 shares); the Dave and Beth C. Swalm Charitable
Remainder Unitrust No. 2 (350,000 shares); the David Clarkston Swalm, Jr.
Trust dated July 6, 1972 (300,000 shares); The Swalm Foundation (300,000
shares); and the Dave C. Swalm IRA Account No. 8884 (100,000 shares).
Attached hereto as Exhibit "X" is a schedule of the date, number of
shares, cost per share, total purchase price for shares of Common Stock of
Rexene purchased for Dave C. Swalm; Dave and Beth C. Swalm Charitable
Remainder Unitrust No. 1; Dave and Beth C. Swalm Charitable Remainder
Unitrust No. 2; the David Clarkston Swalm, Jr. Trust dated July 6, 1972;
The Swalm Foundation; and the Dave C. Swalm IRA Account No. 8884.
b. Mr. Swalm has sole power to vote and sole power to dispose of 350,000
shares of Common Stock of Rexene. Mr. Swalm has shared power to vote and
shared power to dispose of the 1,500,000 shares of Common Stock owned by
the Dave and Beth C. Swalm Charitable Remainder Unitrust No. 1 (450,000
shares); the Dave and Beth C. Swalm Charitable Remainder Unitrust No. 2
(350,000 shares); the David Clarkston Swalm, Jr. Trust dated July 6, 1972
(300,000 shares); The Swalm Foundation (300,000 shares); and the Dave C.
Swalm IRA Account No. 8884 (100,000 shares). Since Mr. Swalm is a Trustee
of each of the entities other than the David C. Swalm IRA Account No. 8884,
the Trustees of each have the power to vote and the power to dispose of the
shares owned by it. Mr. Swalm is the sole participant of the Dave C. Swalm
IRA Account No. 88884 and has the power to direct the vote and the power to
direct the disposition of the shares owned by the IRA. The information
required by Item 2, as to each Trustee of each of the above entities is
provided on Exhibit "A" hereto.
c. All purchases were open market purchases through registered brokers.
d. Beneficiaries of the listed trusts and donees of the foundation and
Unitrusts may benefit from dividends paid on the Rexene stock and/or sale
proceeds; no person or entity other than Mr. Swalm will receive any benefit
from five percent of the outstanding Rexene stock.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer
--------------------------------------------------------
There are no contracts, understandings or agreements between Mr. Swalm
and any of the Dave and Beth C. Swalm Charitable Remainder Unitrust No. 1, the
Dave and Beth C. Swalm Charitable Remainder Unitrust No. 2, the David Clarkston
Swalm, Jr. Trust dated July 6, 1972, The Swalm Foundation, and the Dave C.
Swalm IRA Account No. 88884, or between Mr. Swalm and Rexene Corporation with
respect to any of the securities of Rexene. Under the various agreements
forming the Trusts and the IRA Account, Mr. Swalm has rights to name trustees
and to participate in voting and purchase and sale decisions.
<PAGE>
The entities listed in this Schedule 13D are the only entities with which
Mr. Swalm is acting, and he is acting with such entities only because he is a
director, trustee, settlor or beneficiary of such entities. In his capacity as
director or trustee he has caused the entities to purchase Rexene stock because
he believes it is a good investment for such entity. There are no formal
agreements among the entities and Mr. Swalm to act jointly; if Mr. Swalm were to
cease to be a director or trustee of any of the entities, the entity has no
contractual obligation or understanding with Mr. Swalm which would influence,
affect or control the entity's decision to continue to own or sell Rexene
stock, purchase additional stock or vote the stock in any particular manner.
Mr. Swalm has no agreement, understanding or relationship with any officer,
director or employee of Rexene the result of which has any influence on Mr.
Swalm's decisions on how to vote Rexene stock, whether to buy Rexene stock or
whether to sell Rexene stock, nor does he have any right or power to influence
such decisions by any officer, director or employee of Rexene. Mr. Swalm's
personal aquaintanceship with certain officers and directors of Rexene does not
constitute an arrangement, understanding, contract or agreement with respect to
Rexene or its securities, any such arrangement, understanding, contract or
agreement is disclaimed by Mr. Swalm.
Item 7. Material to be filed as Exhibits
--------------------------------
Not applicable.
After reasonable inquiry and to the best of my knowledge and belief,
I certify that this information set forth in this statement is true,
complete and correct.
Dated:
February 28, 1997 /s/ Dave C. Swalm
------------------------------------
Dave C. Swalm
<PAGE>
EXHIBIT "A" TO ITEMS 2 AND 5
----------------------------
The Trustees of the Dave and Beth C. Swalm Charitable Remainder
Unitrust No. 1 are as follows:
Dave C. Swalm, Beth Swalm and Mark C. Mendelovitz.
The principal occupation of each of the Trustees of the Dave and Beth
C. Swalm Charitable Remainder Unitrust No. 1 (other than Dave C. Swalm) is as
follows:
Beth Swalm President of The Swalm Foundation
Mark C. Mendelovitz Certified Public Accountant
The Trustees of the Dave and Beth C. Swalm Charitable Remainder
Unitrust No. 2 are as follows:
Dave C. Swalm, Beth Swalm and Mark C. Mendelovitz.
The principal occupation of each of the Trustees of the Dave and Beth
C. Swalm Charitable Remainder Unitrust No. 2 (other than Dave C. Swalm) is as
follows:
Beth Swalm President of The Swalm Foundation
Mark C. Mendelovitz Certified Public Accountant
Dave C. Swalm and Beth Swalm are the income beneficiaries of the Dave
and Beth C. Swalm Charitable Remainder Unitrust No. 1 and the Dave and Beth C.
Swalm Charitable Remainder Unitrust No. 2.
The Swalm Foundation is the beneficiary of the Dave and Beth C. Swalm
Charitable Remainder Unitrust No. 1 and The Swalm Foundation and the Zephyr
Foundation are equal beneficiaries of the Dave and Beth C. Swalm Charitable
Remainder Unitrust No. 2.
The business address of the Dave and Beth Swalm Charitable Remainder
Unitrust No. 1 and the Dave and Beth Swalm Charitable Remainder Unitrust No. 2
is 11102 Hedwig Lane, Houston, Texas 77024.
The Co-Trustees of the David Clarkston Swalm, Jr. Trust dated July 6,
1972 are as follows:
Dave C. Swalm and River Oaks Trust Company, Co-Trustees.
The Trustee of the Dave C. Swalm IRA Account No. 8884 is River Oaks
Trust Company. The business address of River Oaks Trust Company is 2001 Kirby
at San Felipe, P. O. Box 4886, Houston, Texas 77210-4886.
The Trustees of The Swalm Foundation are as follows:
Dave C. Swalm, Beth Swalm, Mark C. Mendelovitz, Lisa Marie Swalm
Frantz, David Clarkston Swalm, Jr., and Valerie White.
<PAGE>
The principal occupation of each of the Trustees of the Swalm
Foundation (other than Dave C. Swalm) is as follows:
Beth Swalm President of The Swalm Foundation
Mark C. Mendelovitz Certified Public Accountant
Lisa Marie Swalm Frantz Housewife
David Clarkston Swalm, Jr. Investments
Valerie White Housewife
The business address of The Swalm Foundation is 11102 Hedwig Lane,
Houston, Texas 77024.
The residence address of Mark C. Mendelovitz is 4817 Country Club View,
Baytown, Texas 77521.
The residence address of Lisa Marie Swalm Frantz is 3 Our Lane Place,
Houston, Texas 77024.
The residence address of David Clarkston Swalm, Jr. is 2509 Casey Key Road,
Nokomis, Florida 34275-3359.
The residence address of Valerie White is Route 1, Box 98, Wellington,
Texas 79095.
None of the aforesaid Trustees of the Dave and Beth C. Swalm Charitable
Remainder Unitrust No. 1, the Dave and Beth C. Swalm Charitable Remainder
Unitrust No. 2, The Swalm Foundation, and the David Clarkston Swalm, Jr. Trust
dated July 6, 1972, or David C. Swalm IRA #8884 has been convicted in any
criminal proceeding (excluding traffic violations or other similar misdemeanors)
during the last five years.
None of the aforesaid Trustees has been a party to any civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceedings, subjected to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to
such laws during the last five years.
All of the aforesaid Individual Trustees are United States citizens.
<PAGE>
EXHIBIT "X" TO ITEM 5A.
-----------------------
The following is a schedule of the date, number of shares, price per
share, and total purchase price of Common Stock of Rexene Corporation purchased
by the hereinafter identified entities:
1. Dave C. Swalm
No. of Shares
---------------
Date of Purchase Purchased Price Per Share Total Cost
- ----------------- --------------- ----------------- -------------
12/4/96 58,200 13.28 772,896.00
12/5/96 91,800 13.89 1,274,918.40
12/6/96 50,000 13.75 687,575.00
1/16/97 10,000 13.90 139,050.00
1/16/97 74,900 13.92 1,042,652.94
1/17/97 25,100 13.98 351,023.50
2/3/97 40,000 14.03 561,200.00
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Total 350,000
2. Dave and Beth C. Swalm Charitable Remainder Unitrust No. 1
No. of Shares
---------------
Date of Purchase Purchased Price Per Share Total Cost
- ----------------- --------------- ----------------- -------------
11/27/96 22,150 13.28 294,152.00
12/2/96 34,300 13.28 455,504.00
12/3/96 16,000 13.28 212,480.00
12/4/96 27,550 13.28 365,864.00
12/5/96 89,100 13.89 1,237,420.80
12/6/96 10,900 13.75 149,891.35
12/10/96 23,850 13.65 325,671.75
12/10/96 23,850 13.65 325,671.75
12/11/96 22,150 13.53 299,689.50
12/11/96 22,150 13.53 299,689.50
12/13/96 2,500 13.53 33,825.00
12/16/96 55,500 13.53 750,915.00
1/15/97 76,450 13.90 1,063,037.25
1/16/97 23,550 13.92 327,830.13
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Total 450,000
<PAGE>
3. Dave and Beth C. Swalm Charitable Remainder Unitrust No. 2
No. of Shares
---------------
Date of Purchase Purchased Price Per Share Total Cost
- ----------------- --------------- ----------------- -------------
11/27/96 22,150 13.28 294,152.00
12/2/96 34,300 13.28 455,504.00
12/3/96 16,000 13.28 212,480.00
12/4/96 27,550 13.28 365,864.00
12/5/96 89,100 13.89 1,237,420.80
12/6/96 10,900 13.75 149,891.35
1/15/97 76,450 13.90 1,063,037.25
1/16/97 23,550 13.92 327,830.13
2/3/97 50,000 14.03 701,500.00
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Total 350,000
4. The David Clarkston Swalm, Jr. Trust dated July 6, 1972.
No. of Shares
---------------
Date of Purchase Purchased Price Per Share Total Cost
- ----------------- --------------- ----------------- -------------
1/16/97 50,000 13.89 696,030.00
1/17/97 44,900 13.96 627,926.50
1/20/97 6,300 13.95 88,076.52
1/21/97 12,100 14.00 169,763.00
1/23/97 1,700 13.88 23,638.50
1/24/97 35,000 14.00 491,050.00
1/27/97 13,000 14.00 182,390.00
1/28/97 30,000 14.00 420,900.00
1/29/97 7,000 14.00 98,210.00
1/31/97 50,000 14.00 701,500.00
2/3/97 50,000 14.00 701,500.00
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Total 300,000
5. The Swalm Foundation
No. of Shares
---------------
Date of Purchase Purchased Price Per Share Total Cost
- ----------------- --------------- ----------------- -------------
12/30/96 500 13.40 6,702.50
1/9/97 51,400 13.90 714,717.00
1/10/97 13,600 13.81 187.858.16
1/13/97 32,700 13.90 454.693.50
1/14/97 81,800 13.90 1,137,429.00
1/16/97 20,000 13.92 278,412.00
1/29/97 18,000 14.03 252,540.00
1/30/97 38,000 14.03 533,140.00
1/31/97 20,000 14.03 280,600.00
2/3/97 24,000 14.03 336,720.00
-------
Total 300,000
<PAGE>
6. Dave C. Swalm IRA Account No. 8884.
No. of Shares
---------------
Date of Purchase Purchased Price Per Share Total Cost
- ----------------- --------------- ----------------- -------------
1/23/97 45,400 13.99 636,462.60
1/24/97 2,600 14.04 36,576.80
1/27/97 2,000 14.00 28,060.00
2/3/97 50,000 14.00 701,500.00
-------
Total 100,000
