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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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PROXY SERVICES
51 MERCEDES WAY WESTERN
EDGEWOOD, NY 11717 UNION MAILGRAM [LOGO]
02/11/97 19:15:02
WYSER-PRATTE AND CO., INC. SPEAR, LEEDS AND KELLOGG
63 Wall Street 120 Broadway
New York, NY 10005 New York, NY 10271
February 11, 1997
Dear Rexene Shareholder:
HUNTSMAN REAFFIRMS INTEREST IN ACQUIRING REXENE.
Last Friday, we were extremely encouraged by the public statement by Huntsman
Corporation strongly reaffirming its interest in acquiring Rexene:
In its press release, Huntsman emphasized the excellent strategic fit
between the two companies.
This should put to rest any shareholder concerns with Huntsman's current
stance about pursuing a transaction with Rexene if a new Board is seated.
Huntsman's press release also suggested that Rexene's proxy materials had
'not characterized accurately' discussions held last year about a possible
business combination between the two parties.
Huntsman's announcement should leave no doubt as to its clear and continuing
interest in Rexene.
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Page 2
WESTERN
UNION MAILGRAM [LOGO]
ISS REPORT MISSES THE POINT ABOUT ANNUAL MEETING.
Last week, two independent proxy advisory firms released recommendations to
their clients about how to vote on this issue. The Proxy Monitor recommended
that shareholders support our call for a special meeting. The other firm, ISS,
recommended against us.
ISS argued that our issues would best be presented at Rexene's annual
meeting, which they assumed would be held about April 30, the date of last
year's annual meeting. ISS concluded that the benefits of a special meeting
did not justify the costs involved.
We sharply disagree with this reasoning. ISS is mistaken in its assumption
that Rexene management will hold its annual meeting on a timely basis.
Rexene's Board and management has the power to significantly delay the
annual meeting, possibly until late 1997.
It is imperative that shareholders have the opportunity to finally resolve
the Company's future as soon as possible. Further delay wastes much more
than the cost of a special meeting.
MANAGEMENT HAS ALREADY BEGUN ITS DELAYING TACTICS.
DON'T LET THEM STIFLE THE VOICES OF INDEPENDENT SHAREHOLDERS.
It is obvious to us that the Board has already begun to delay its 1997 annual
meeting:
Last year's annual meeting was held on April 30 and had a record date of
March 5. Notification of the record date needs to be furnished
approximately 30 days prior to the record date. Following last year's
schedule, that date was February 5 -- a date that has already passed this
year.
The Board is simply stalling. Who knows how long they will try to delay a
vote of shareholders?
We challenge the Board to promptly schedule this year's annual meeting and hold
it by April 30.
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Page 3
WESTERN
UNION MAILGRAM [LOGO]
WHY DID THE BOARD COMMIT $1 MILLION
TO HIRE ANOTHER INVESTMENT BANKER?
We also challenge the Board to disclose what it knows about any potential
purchasers who may have approached Rexene or Smith Barney, the Company's new
investment banker.
You should know that:
Smith Barney was hired even though Rexene already pays Schroder Wertheim
for investment banking services.
Rexene agreed to pay Smith Barney $500,000, plus another $500,000 if Rexene
remains independent.
This is a complete waste of shareholder money and contradicts the Board's
assertion that it would approve a $16 per share cash offer on favorable
terms.
DON'T RISK HAVING YOUR REXENE SHARES DROP BACK TO $9 1/4.
VOTE YOUR GOLD CARD BY TELEPHONE TODAY!
We urge all shareholders to keep the pressure on Rexene's Board by executing our
GOLD Agent Designation cards before February 14 -- just three days from now. No
one wants to see Rexene's shares fall back to the $9 1/4 price it traded at
before Huntsman's proposal.
You can vote by telephone using the toll-free number printed below. It will take
just a few minutes.
We urge you to call now. Just follow the simple instructions printed on the next
page.
No matter how many shares you own, your vote is very important, so please vote
today. We appreciate your continuing support of our plans to get all
shareholders $16 or more per share for Rexene.
Sincerely,
Guy P. Wyser-Pratte Fred Kambeitz
Wyser-Pratte and Co. Spear, Leeds and Kellogg
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Page 4
WESTERN
UNION MAILGRAM [LOGO]
If you have questions about voting your shares, please call MacKenzie Partners,
Inc. toll-free at (800) 322-2885.
TOLL-FREE TELEPHONE VOTING INSTRUCTIONS
FOR REXENE CORPORATION AGENT DESIGNATION
PROXYGRAM OPERATORS WHO ARE INDEPENDENT OF THE COMPANY
ARE AVAILABLE TO ASSIST YOU NOW!!!
INSTRUCTIONS
1. Call Toll-Free 1-800-437-7699 between 8:00 a.m. and 12:00 midnight eastern
time.
2. Tell the operator that you wish to give your Agent Designation for your
Rexene shares by sending a collect ProxyGram to ID No. 3022,
Wyser-Pratte/Spear Leeds Kellogg.
3. State your name, address and telephone number.
4. State the bank or broker at which your shares are held and your control
number as shown below:
Name: <NA.1>
Broker: <Broker>
Control number: <ControlNum>
Number of shares: <NumShares>
