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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(Pursuant to Section 13(e)(1) of the Securities Exchange Act of 1934)
(AMENDMENT NO. 3 -- FINAL AMENDMENT)
REXENE CORPORATION
(Name of issuer)
REXENE CORPORATION
(Name of person(s) filing statement)
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COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of class of securities)
761683101
(CUSIP number of class of securities)
BERNARD J. MCNAMEE
EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
REXENE CORPORATION
5005 LBJ FREEWAY
DALLAS, TEXAS 75244
(972) 450-9000
(Name, address and telephone number of person authorized to receive notices
and communications on behalf of the person(s) filing statement)
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Copy to:
DENNIS J. BLOCK, ESQ.
WEIL, GOTSHAL & MANGES LLP
767 FIFTH AVENUE
NEW YORK, NEW YORK 10153
(212) 310-8000
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JUNE 9, 1997
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The Issuer Tender Offer Statement on Schedule 13E-4, dated April 4, 1997
(the "Statement") relating to the tender offer by Rexene Corporation to purchase
up to 2,156,250 shares of its common stock, including associated Common Stock
Purchase Rights, is hereby amended to add the following information. All
capitalized terms used herein shall have the definitions set forth in the
Statement previously filed except as may otherwise be provided herein.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
<TABLE>
<S> <S>
(a)(1) -- Form of Offer to Purchase dated April 4, 1997.*
(a)(2) -- Form of Letter of Transmittal.*
(a)(3) -- Form of Notice of Guaranteed Delivery.*
(a)(4) -- Form of Letter to Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees.*
(a)(5) -- Form of Letter to Clients for use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees.*
(a)(6) -- Form of Letter dated April 4, 1997 to stockholders from
the Chairman and Chief Executive Officer of the Company.*
(a)(7) -- Form of Press Release issued by the Company dated April
3, 1997.*
(a)(8) -- Form of Summary Advertisement dated April 4, 1997.*
(a)(9) -- Guidelines for Certification of Taxpayer Identification
Number on Form W-9.*
(a)(10) -- Text of Press Release, dated April 28, 1997, issued by
the Company.*
(a)(11) -- Text of Press Release, dated May 28, 1997, issued by the
Company.*
(a)(12) -- Text of Press Release, dated June 9, 1997, issued by the
Company.
(b)(1) -- Amended and Restated Credit Agreement (the "Credit
Agreement"), dated as of April 24, 1996, among the
Company, as Borrower, The Bank of Nova Scotia, as Agent,
and the Lenders signatory thereto (previously filed with
the Commission as Exhibit 10.15.3 to the Company's
Quarterly Report on Form 10-Q for the quarter ended June
30, 1996 and incorporated by reference herein).
(b)(2) -- First Amendment and Supplement to the Credit Agreement,
effective March 14, 1997, among the Company, as Borrower,
The Bank of Nova Scotia, as Agent, and the Lenders
signatory thereto (previously filed with the Commission
as Exhibit 10.13.3 to the Company's Annual Report on Form
10-K for the year ended December 31, 1996 and
incorporated by reference herein).
(c) -- Not applicable.
(d) -- Not applicable.
(e) -- Not applicable.
(f) -- Not applicable.
</TABLE>
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* Previously filed.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Statement is true, complete and correct.
REXENE CORPORATION
By: /s/ BERNARD J. MCNAMEE
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Name: Bernard J. McNamee
Title: Executive Vice President,
General Counsel and
Secretary
Dated: June 9, 1997
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EXHIBIT INDEX
<TABLE>
<S> <S>
(a)(1) -- Form of Offer to Purchase dated April 4, 1997.*
(a)(2) -- Form of Letter of Transmittal.*
(a)(3) -- Form of Notice of Guaranteed Delivery.*
(a)(4) -- Form of Letter to Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees.*
(a)(5) -- Form of Letter to Clients for use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees.*
(a)(6) -- Form of Letter dated April 4, 1997 to stockholders from
the Chairman and Chief Executive Officer of the Company.*
(a)(7) -- Form of Press Release issued by the Company dated April
3, 1997.*
(a)(8) -- Form of Summary Advertisement dated April 4, 1997.*
(a)(9) -- Guidelines for Certification of Taxpayer Identification
Number on Form W-9.*
(a)(10) -- Text of Press Release, dated April 28, 1997, issued by
the Company.*
(a)(11) -- Text of Press Release, dated May 28, 1997, issued by the
Company.*
(a)(12) -- Text of Press Release, dated June 9, 1997, issued by the
Company.
(b)(1) -- Amended and Restated Credit Agreement (the "Credit
Agreement"), dated as of April 24, 1996, among the
Company, as Borrower, The Bank of Nova Scotia, as Agent,
and the Lenders signatory thereto (previously filed with
the Commission as Exhibit 10.15.3 to the Company's
Quarterly Report on Form 10-Q for the quarter ended June
30, 1996 and incorporated by reference herein).
(b)(2) -- First Amendment and Supplement to the Credit Agreement,
effective March 14, 1997, among the Company, as Borrower,
The Bank of Nova Scotia, as Agent, and the Lenders
signatory thereto (previously filed with the Commission
as Exhibit 10.13.3 to the Company's Annual Report on Form
10-K for the year ended December 31, 1996 and
incorporated by reference herein).
(c) -- Not applicable.
(d) -- Not applicable.
(e) -- Not applicable.
(f) -- Not applicable.
</TABLE>
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* Previously filed.
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EXHIBIT 99(a)(12)
[REXENE LETTERHEAD]
Contacts: Don H. Olsen Neil Devroy
Huntsman Corporation Rexene Corporation
(801) 532-5200 (972) 450-9101
HUNTSMAN AND REXENE SIGN MERGER AGREEMENT
SALT LAKE CITY, UTAH and DALLAS, TEXAS - June 9, 1997 -- Jon M.
Huntsman, Chairman and CEO of Huntsman Corporation and Andrew J. Smith,
Chairman and CEO of Rexene Corporation (NYSE:RXN), announced today that Huntsman
and Rexene have entered into a merger agreement whereby Huntsman will acquire
all outstanding shares of Rexene common stock in a one-step merger transactio
for $16 per share in cash. The total transaction value, including the
assumption of Rexene's debt, is approximately $600 million. Rexene Corporation
has approximately 19,000,000 common shares outstanding.
The Board of Directors of each company has approved the transaction and
Rexene's Board of Directors has recommended that the Rexene stockholders
approve the merger agreement at a special meeting of stockholders to be held
later in the year. The merger is subject to regulatory review and is expected
to be consummated in the latter part of the third quarter of 1997.
Mr Huntsman stated, "We have maintained our interest in Rexene because
of the extraordinary synergies and efficiencies that would result from a merger
of our two companies. We greatly respect Mr. Andy Smith and believe Rexene has
built strong value in this business."
Mr. Smith commented. "After several weeks of discussions with Huntsman
Corporation, we arrived at a merger agreement that our Board believes is in the
best interest of the Company's stockholders. This transaction will add the
specialty polymers and film capabilities of Rexene to polymer and film products
already offered by Huntsman."
-more-
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In light of its definitive merger agreement with Huntsman Corporation,
Rexene also announced today that it has postponed the Special Meeting of
Stockholders scheduled to be held on June 12, 1997. Rexene also has terminated
it Dutch-auction tender offer for up to 2,156,250 shares of its common stock,
which had been scheduled to expire at 12 Midnight, EDT on June 19, 1997.
Rexene manufactures several key products for the chemical and plastics
industry, including ethylene, propylene, styrene monomer, specialty
polyethylene, polypropylene, APAO and FPO polymers, and thermoplastic films.
APAO is used principally as an adhesive, in roofing materials, and also in
wire and cable wrap. FPO is a soft polypropylene designed for use primarily in
medical, automotive, industrial and personal care markets.
Peter R. Huntsman, President and Chief Operating Officer of Huntsman
Corporation, commented, "We are delighted to add Rexene's polymer and film
product lines to our portfolio. We anticipate expanding the production capacity
of both, not only to maintain, but to enhance the present customer focus.
Rexene's polypropylene will add greatly to our existing base of product grades,
technology and developmental capabilities."
He continued, "This acquisition also marks our entrance into the
polyethylene business. While today we are not a market leader in this field, we
are beginning as we did with polystyrene and polypropylene. Our future growth
will be controlled, but aggressive."
Huntsman Corporation is the nation's largest privately-held chemical
company. Its operating companies manufacture basic products for the chemical,
plastics, detergent, personal care, rubber and packaging industries. Originally
known for pioneering innovations in packaging, and later, rapid and integrated
growth in petrochemicals, Huntsman-held companies today have revenues of $4.3
billion from multiple locations worldwide.
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