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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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CONTACT
Stanley J. Kay, Jr.
MacKenzie Partners, Inc.
(212) 929-5940
FOR IMMEDIATE RELEASE
WYSER-PRATTE/SPEAR LEEDS SENDS LETTER TO HUNTSMAN CHAIRMAN
NEW YORK, NEW YORK, April 18, 1997 - Guy P. Wyser-Pratte, President of
Wyser-Pratte & Co., Inc. and Fred Kambeitz, a partner at Spear, Leeds & Kellogg
announced that they sent the following letter today to Jon M. Huntsman, Chairman
and Chief Executive Officer of Huntsman Corporation, regarding Rexene
Corporation (NYSE: RXN):
[Letter attached]
April 18, 1997
Dear Mr. Huntsman:
We are writing to urge you to answer questions that investors are asking
about your position on the acquisition of Rexene Corporation ("Rexene").
We have chosen to communicate with you through a public letter,
because we are expressing the concerns of numerous Rexene shareholders.
As you know, we firmly believe that the present Rexene Board is
not committed to maximizing current shareholder value, and that the Huntsman
Corporation ("Huntsman") is a reliable purchaser of Rexene. While our personal
conviction that Rexene can and should pursue a transaction with Huntsman has not
changed, the time has come to respond to certain market realities. The
procedures you have followed in negotiating and financing private acquisitions
may have to be revised to be successful in acquiring a public company. When the
acquisition is opposed by management and the board, it is essential to satisfy
investor concerns. For better or worse, investors have doubts about Huntsman's
position on Rexene, despite its outstanding record of closing chemical industry
acquisitions and your assurances that financing will not be a problem for
Huntsman. In particular, some are concerned by the fact that your recent public
statements have not been as strong as your offer in October which, according to
the Rexene proxy statement, was "unconditional both with respect to financing
and due diligence." Huntsman public statements take on particular importance
because it is a private company and, therefore, investors do not have sufficient
information to evaluate Huntsman's ability to finance an acquisition.
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Shareholders have suggested to us several ways in which Huntsman can
meet this investor concern.
One way is to make it clear in a public statement that there are
no material financing or due diligence conditions to an acquisition by Huntsman.
Your recent releases demonstrate your continued desire to add Rexene to the
Huntsman family. Still, those statements have not included any detail concerning
the likely financing structure of a transaction. While a reluctant management
has ignored your efforts to clarify your financing, shareholders remain
uninformed. Unlike management, shareholders do not have any personal biases, as
demonstrated by the vote of an overwhelming majority of shareholders calling for
the special meeting. They are simply interested in shareholder value. With the
special meeting approaching, shareholders need to make their decision on a fully
informed basis. You can help them by making your position clear.
Another way to answer investor questions is to meet with Richard
Perry and Stephen Swid to explain to them in detail your plans for financing the
Rexene acquisition. Perry and Swid are substantial Rexene shareholders who
joined the Board last month. If you can convince Perry and Swid that financing
is not an issue, you will have gone a long way toward answering investor
questions about the Huntsman offer. Meeting with Perry and Swid would not be
inconsistent with your statements that you have no interest in dealing with
current management since Perry and Swid are not part of management and joined
the board to advance their interests as investors.
As you can see, investors are in a state of confusion. Please
help them by clarifying your intentions.
Sincerely,
GUY P. WYSER-PRATTE FRED KAMBEITZ
Wyser-Pratte & Co., Inc. Spear, Leeds & Kellogg
