REXENE CORP
DEFA14A, 1997-04-22
PLASTIC MATERIALS, SYNTH RESINS & NONVULCAN ELASTOMERS
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                            SCHEDULE 14A INFORMATION

                Proxy Statement Pursuant to Section 14(a) of the
                         Securities Exchange Act of 1934
                                (Amendment No. )

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[ ]  Filed by a Party other than the Registrant


Check the appropriate box:

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[ ]  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 Rule 14a-11(c) or Rule 14a-12


                               REXENE CORPORATION
- --------------------------------------------------------------------------------
                (Name of Registrant as Specified In Its Charter)



- --------------------------------------------------------------------------------
               (Name of Person(s) Filing Proxy Statement, if other
                              than the Registrant)


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<PAGE>

REXENE CORPORATION
5005 LBJ FREEWAY - SUITE 500
OCCIDENTAL TOWER
DALLAS, TX 75244
972-450-9000

                                                CONTACT:
                                                D.F. King & Co., Inc.
                                                John W. Cornwell
                                                (212) 493-6952

                                                Rexene Corporation
                                                Neil J. Devroy
                                                972-450-9101



      Dallas, TX - April 22, 1997 - Andrew J. Smith, Chairman and Chief
Executive Officer of Rexene Corporation (NYSE:RXN), announced today that he sent
the following letter to Jon M. Huntsman, Chairman and Chief Executive Officer of
Huntsman Corporation, in response to a phone call by Mr. Huntsman to one
of Rexene's financial advisors.

(Letter attached)



<PAGE>

REXENE CORPORATION
5005 LBJ FREEWAY - SUITE 500
OCCIDENTAL TOWER
DALLAS, TX 75244
972-450-9000





April 22, 1997


Mr. Jon M. Huntsman
Chairman and Chief Executive Officer
Huntsman Corporation
500 Huntsman Way
Salt Lake City, Utah 84108

Dear Jon:

I am responding to your telephone call to one of our financial advisors on
Friday, April 18, in which you reiterated your interest in acquiring Rexene. You
also said that you now need to conduct a due diligence review of Rexene.

We are interested only in advancing the interests of Rexene's owners and,
therefore, we are committed to exploring all options to maximize stockholder
value. Accordingly, we will grant you the requested access to our non-public
information, provided that you sign the enclosed standard form
confidentiality/standstill agreement for public companies and confirm in writing
that you are interested in acquiring Rexene for $16 per share in cash and you
have arranged the necessary financing. The enclosed agreement is the same
agreement signed by every other potential bidder who received non-public
information about Rexene.

Once you have signed and returned the enclosed agreement and furnished the
written confirmation referred to above, we will coordinate a mutually convenient
time for you to commence your due diligence review.


                                    Very truly yours,

                                    /s/ Andrew J. Smith
 
                                    Andrew J. Smith

Enclosure






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