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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:
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WYSER-PRATTE/SPEAR, LEEDS SENDS LETTER TO REXENE CEO;
SEEKS TO POSTPONE APRIL 30 SPECIAL MEETING TO MAY 22
IN LIGHT OF REXENE'S NEGOTIATIONS WITH HUNTSMAN
NEW YORK, NEW YORK, April 25, 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 Andrew Smith, Chief
Executive Officer of Rexene Corporation (NYSE: RXN):
[WYSER-PRATTE AND SPEAR LEEDS LETTERHEADS]
April 25, 1997
Mr. Andrew J. Smith
Chairman and Chief Executive Officer
Rexene Corporation
5005 LBJ Freeway
Dallas, TX 75244
DEAR MR. SMITH:
We are pleased at the progress that has been made toward allowing Huntsman to
conduct due diligence, which Huntsman said would be completed in two weeks. In
order to facilitate negotiations to consummate Huntsman's offer to acquire
Rexene for $16 per share in a cash merger, we are willing to maintain the status
quo by agreeing with the Company to postpone the Special Meeting scheduled for
next week until May 22. If the Board does not agree to a postponement, we will
make a proposal at the beginning of the Special Meeting, and vote our proxies,
to adjourn the Meeting until that date. In addition, between now and April 30,
we will not solicit proxies to vote for our Director Replacement and By-Law
Proposals and will only solicit proxies to initiate and vote for proposals to
recess or adjourn the Special Meeting.
Given the prospect that acquisition negotiations will begin shortly, it would
clearly be a mistake to hold the Special Meeting next Wednesday, because
shareholders do not have the necessary information to vote intelligently on
either Wyser-Pratte/Spear, Leeds' or management's proposals at the Special
Meeting. Shareholders need time to see the Board's response to Huntsman's latest
offer and the results of due diligence and/or negotiations, as well as to
evaluate the performance of the Board in the Company's dealings with Huntsman
over the next month. If the negotiations end in an agreement to sell the
Company, there will be no need for a Special Meeting to replace the Board. If
the negotiations are unsuccessful, shareholders will be in a much better
position than on April 30 to decide whether the Board should be replaced.
Under these circumstances we also believe that shareholders should not have to
decide whether to tender their shares into the Issuer Tender Offer until the
outcome of the negotiations with Huntsman is clear. Therefore, we also call upon
the Company to extend the May 5 expiration and pro ration date, as well as to
set a price of $16 per share in the Offer.
Sincerely,
GUY P. WYSER-PRATTE FRED KAMBEITZ
GUY P. WYSER-PRATTE FRED KAMBEITZ
Wyser-Pratte & Co., Inc. Spear, Leeds & Kellogg
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