REXENE CORP
DFAN14A, 1997-03-21
PLASTIC MATERIALS, SYNTH RESINS & NONVULCAN ELASTOMERS
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NEWS RELEASE                                     [LOGO MACKENZIE PARTNERS, INC.]
                                                              156 FIFTH AVENUE
                                                              NEW YORK, NY 10010
                                                              212 929-5500
                                                              FAX 212 929-0308

CONTACT:
- --------
Stan Kay
MacKenzie Partners, Inc.
(212) 929-5940



FOR IMMEDIATE RELEASE:
- ----------------------

                WYSER-PRATTE/SPEAR, LEEDS TO APPEAL DISMISSAL OF
                  DELAWARE ACTION REGARDING REXENE RECORD DATE.

              SAYS SHAREHOLDERS WON'T BE FOOLED BY BUYBACK PROGRAM

NEW YORK,  NEW YORK,  March 20, 1997 -- Guy P.  Wyser-Pratte  of  Wyser-Pratte &
Co., Inc. and Fred Kambeitz of Spear,  Leeds & Kellogg announced today that they
will appeal the Delaware Chancery Court's denial of the group's effort to change
Rexene  Corporation's  (NYSE:RXN)  April 18 record date for the April 30 special
meeting.  Mr.  Wyser-Pratte  and Mr.  Kambeitz also said they did not expect the
late  record date or the  appointment  of two large  shareholders  to the Rexene
Board  to  prevent  shareholders  from  electing  the  Wyser-Pratte/Spear  Leeds
nominees on April 30.

Mr. Wyser-Pratte and Mr. Kambeitz commented,  "We are naturally  disappointed by
the court's  decision.  The late record date is an obvious attempt to manipulate
the vote and deny  shareholders a fair  opportunity to vote at the meeting.  The
decisive factor at the meeting,  however,  will be the  shareholders'  desire to
have a Board committed to maximizing value for the benefit of all shareholders."

"We also think the  appointment  of Stephen Swid and Richard  Perry to the Board
will have no effect on the shareholder election. Mr. Perry did not support us in
the special meeting call and is not a factor. We find it curious,  however, that
Mr. Swid initially supported our effort to call a special meeting, and now, just
weeks later, would accept Rexene's offer to join the Board."

Mr.  Wyser-Pratte  and Mr.  Kambeitz  continued,  "We were  pleased by  Huntsman
Corporation's  announcement  Tuesday  reiterating  its  interest  in  pursuing a
transaction  with  Rexene  at $16 cash per  share.  We are  also  encouraged  by
Huntsman's  positive  statements  about its ability to finance an acquisition of
Rexene.  Recent press  reports  about  Huntsman's  success at financing the $578
million  acquisition of Texaco's  chemical  business also shows that financing a
Rexene transaction should not be a problem for Huntsman.  We also wholeheartedly
agree with  Huntsman's  comment that if Rexene  management  had accepted its $16
offer made last fall, shareholders would have already had their money."

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Wyser-Pratte/Spear, Leeds & Kellogg
March 20, 1997
Page Two

"The  Company's  just announced $85 million  buyback  program," they  continued,
"won't  fool  shareholders  into  believing  that this  management  is trying to
maximize  value.  If that  were  the  case,  management  would  be  aggressively
negotiating  with  Huntsman  or  another  buyer,  for  a  transaction  in  which
shareholders  could sell all their  stock for $16 or more in cash.  In  Rexene's
stock repurchase program, on the other hand, shareholders will sell fewer shares
at a lower price.

"The real motivation for Rexene's  buyback program is to entrench  management by
putting just enough cash in shareholders' hands to swing the election's results.
Management's  actions  will have no impact on our plans to replace the Board and
complete  a value  maximizing  transaction  with a  qualified  buyer,  including
Huntsman.  We believe the buyback won't deter any potential  buyers  because the
shares  repurchased  in the buyback  would be at a lower price than would be the
case in a transaction to buy the entire Company."

Mr. Wyser-Pratte and Mr. Kambeitz concluded, "We do note, however, that Rexene's
latest  announcement  has no  reference to a 60 day closing  condition,  as have
previous  announcements.  We are hopeful  that they have  finally  dropped  this
irrelevant  condition to a  transaction.  It's time to find out once and for all
whether this Company is really for sale or if management  is simply  stalling to
find  additional  ways  to  maintain   control  of  Rexene  at  the  expense  of
shareholders."

                                      # # #

                             PARTICIPANT INFORMATION

Mr.  Wyser-Pratte  owns  beneficially  1,369,700  shares of Rexene  common stock
representing  approximately  7.3%  of the  outstanding  shares.  Spear,  Leeds &
Kellogg  owns  beneficially  1,114,100  shares  of  common  stock,  representing
approximately  5.9% of the outstanding  shares. As stated above, the nominees of
Mr.  Wyser-Pratte and Spear, Leeds & Kellogg for election at the special meeting
to the board of  directors  of Rexene are  Messrs.  Mauch,  Macey,  McQuade  and
Pasman.  Mr. McQuade owns beneficially 2,000 shares of Rexene common stock. Eric
Longmire of Wyser-Pratte & Co.,Inc. and Werner Goeckel are also participants. It
is  anticipated  that Mr.  Goeckel  will be added to the board of  directors  of
Rexene after the special meeting.  Mr. Goeckel owns beneficially 4,200 shares of
Rexene common stock.











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