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SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. 2)
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[X] Soliciting Material Pursuant to sec. 240.14a-11(c) or sec. 240.14a-12
REXENE CORPORATION
(Name of Registrant as Specified in its Charter)
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[REXENE CORP LOGO]
CONTACT: Neil Devroy
(972) 450-9101
REXENE CORPORATION ANNOUNCES "DUTCH AUCTION"
SELF-TENDER OFFER TO PURCHASE UP TO 2,156,250 SHARES
AT PRICES BETWEEN $14 AND $16 PER SHARE
DALLAS, TX - April 3, 1997 - Rexene Corporation (NYSE:RXN) announced today
that its Board of Directors has authorized the purchase by the Company of up to
2,156,250 shares of its common stock (or approximately 11.5% of its outstanding
shares) pursuant to a "Dutch Auction" self-tender offer. The offer is expected
to commence on or about April 4, 1997. The "Dutch Auction" self-tender offer
replaces the first part of a planned $85 million stock repurchase program
announced by the Company on March 19, 1997. The prior open market purchase
program has been discontinued following the purchase of 11,500 shares between
March 24 and March 27. As previously announced, the Company plans to submit an
additional $50 million part of the repurchase program for stockholder
consideration at the special stockholders' meeting scheduled for April 30,
1997. The "Dutch Auction" self-tender offer does not impact the planned second
part of the repurchase program.
Under the terms of the self-tender offer, the Company will invite
stockholders to tender shares at prices between $14.00 and $16.00 per share.
Based upon the number of shares tendered and the prices specified by the
tendering stockholders, the Company will determine the single per share price
within that price range that will allow the Company to purchase up to 2,156,250
shares or such lesser number of shares as are properly tendered. The Company
expects to fund the offer from the Company's existing long term credit
facilities. The Company reserves the right to purchase additional shares in the
offer subject to the terms of the offer. The price of the Company's common
stock closed at $13.00 per share on the New York Stock Exchange on April 3,
1997.
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Andrew J. Smith, Rexene's Chairman and CEO said, "The Board of Directors
believes that, given the Company's business and prospects, the purchase of
shares is an attractive investment that will benefit the Company and its
remaining stockholders. The Company's offer will afford those stockholders who
desire liquidity an opportunity to sell their shares at a premium to current
market without the usual transaction costs associated with open market sales.
We believe the "Dutch Auction" will more effectively implement the first part
of our recently announced $85 million share repurchase program than our prior
plan to purchase shares in the open market."
Stockholders who tender shares in accordance with the self-tender offer
may vote those shares at the Special Meeting, whether the shares have been
tendered prior to, on or after the record date for the Special Meeting.
Consummation of the self-tender offer will be conditioned upon, among other
things, the continued availability of funds to purchase the tendered shares
under the Company's long term credit facilities if there is a change of control
of the Company.
Smith Barney Inc. and Schroder Wertheim & Co. Incorporated will act as
Dealer Managers and D.F. King & Co., Inc. will act as Information Agent for the
offer.
The specific terms and conditions concerning this offer will be stated in
the Company's Offer to Purchase documents that will be mailed to stockholders
shortly.
Rexene Corporation, through its Rexene Products and CT Film divisions,
manufactures thermoplastic resins and plastic film. Headquartered in Dallas,
Texas, the Company has manufacturing facilities in Texas, Wisconsin, Georgia,
Delaware, Utah and in England.
(Information Concerning the Participants attached)
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