REXENE CORP, SC 13E4, 1997-04-04

REXENE CORP
SC 13E4, 1997-04-04
PLASTIC MATERIALS, SYNTH RESINS & NONVULCAN ELASTOMERS

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<PAGE> 1

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------
SCHEDULE 13E-4

ISSUER TENDER OFFER STATEMENT
(Pursuant to Section 13(e)(1) of the Securities Exchange Act of 1934)

REXENE CORPORATION
(Name of issuer)

REXENE CORPORATION
(Name of person(s) filing statement)
---------------------
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of class of securities)

761683101
(CUSIP number of class of securities)

BERNARD J. MCNAMEE
EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
REXENE CORPORATION
5005 LBJ FREEWAY
DALLAS, TEXAS 75244
(972) 450-9000
(Name, address and telephone number of person authorized to receive notices
and communications on behalf of the person(s) filing statement)
---------------------
Copy to:

DENNIS J. BLOCK, ESQ.
WEIL, GOTSHAL & MANGES LLP
767 FIFTH AVENUE
NEW YORK, NEW YORK 10153
(212) 310-8000
---------------------
APRIL 4, 1997
(Date tender offer first published, sent or given to security holders)

CALCULATION OF FILING FEE

<TABLE>
<S> <C>
TRANSACTION VALUATION* AMOUNT OF FILING FEE
$34,500,000 $6,900
</TABLE>

* Calculated solely for purposes of determining the filing fee, based upon the
purchase of 2,156,250 shares at the maximum tender offer price per share of
$16.00.

[ ] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the form
or schedule and the date of its filing.

<TABLE>
<S> <C>
Amount Previously Paid: N/A Filing Party: N/A
Form or Registration No.: N/A Date Filed: N/A
</TABLE>

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<PAGE> 2

This Issuer Tender Offer Statement on Schedule 13E-4 (the "Statement")
relates to the tender offer by Rexene Corporation, a Delaware corporation (the
"Company"), to purchase up to 2,156,250 shares of its common stock, par value
$0.01 per share (the "Shares"), including associated Common Stock Purchase
Rights issued pursuant to the Stockholder Rights Agreement, dated as of January
26, 1993, as amended, between the Company and American Stock Transfer & Trust
Company, as Rights Agent, at prices, net to the seller in cash, not greater than
$16.00 nor less than $14.00 per Share, upon the terms and subject to the
conditions set forth in the Offer to Purchase, dated April 4, 1997 (the "Offer
to Purchase") and the related Letter of Transmittal (which, as they may be
amended or supplemented from time to time, are herein collectively referred to
as the "Offer"). Copies of the Offer to Purchase and Letter of Transmittal are
filed as Exhibits (a)(1) and (a)(2), respectively, to this Statement.

ITEM 1. SECURITY AND ISSUER.

(a) The name of the issuer is Rexene Corporation, a Delaware corporation.
The address of its principal executive offices is 5005 LBJ Freeway, Dallas,
Texas 75244.

(b) The information set forth in "Introduction," "Section 1. Number of
Shares; Proration" and "Section 9. Interests of Directors and Executive
Officers; Transactions and Arrangements Concerning the Shares" in the Offer to
Purchase is incorporated herein by reference. The Offer is being made to all
holders of Shares, including officers, directors and affiliates of the Company,
although the Company has been advised that none of its directors, executive
officers or their respective affiliates intends to tender any Shares pursuant to
the Offer.

(c) The information set forth in "Introduction" and "Section 7. Price Range
of Shares; Dividends" in the Offer to Purchase is incorporated herein by
reference.

(d) This Statement is being filed by the issuer.

ITEM 2. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

(a)-(b) The information set forth in "Introduction" and "Section 10. Source
and Amount of Funds" in the Offer to Purchase is incorporated herein by
reference.

ITEM 3. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE ISSUER.

(a)-(j) The information set forth in "Introduction," "Section 8. Purpose of
the Offer; Certain Effects of the Offer," "Section 9. Interests of Directors and
Executive Officers; Transactions and Arrangements Concerning the Shares,"
"Section 10. Source and Amount of Funds" and "Section 12. Effects of the Offer
on the Market for Shares; Registration Under the Exchange Act" in the Offer to
Purchase is incorporated herein by reference.

ITEM 4. INTEREST IN SECURITIES OF THE ISSUER.

The information set forth in "Section 9. Interests of Directors and
Executive Officers; Transactions and Arrangements Concerning the Shares" and
"Schedule I -- Certain Transactions Involving Shares" in the Offer to Purchase
is incorporated herein by reference.

ITEM 5. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
THE ISSUER'S SECURITIES.

The information set forth in "Introduction," "Section 8. Purpose of the
Offer; Certain Effects of the Offer" and "Section 9. Interests of Directors and
Executive Officers; Transactions and Arrangements Concerning the Shares" in the
Offer to Purchase is incorporated herein by reference.

ITEM 6. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED.

The information set forth in "Introduction" and "Section 16. Fees and
Expenses" in the Offer to Purchase is incorporated herein by reference.
<PAGE> 3

ITEM 7. FINANCIAL INFORMATION.

(a)-(b) The information set forth in "Section 11. Certain Information About
the Company" in the Offer to Purchase is incorporated herein by reference.

ITEM 8. ADDITIONAL INFORMATION.

(a) Not applicable.

(b) The information set forth in "Section 13. Certain Legal Matters;
Regulatory Approvals" in the Offer to Purchase is incorporated herein by
reference.

(c) The information set forth in "Section 12. Effects of the Offer on the
Market for Shares; Registration Under the Exchange Act" in the Offer to Purchase
is incorporated herein by reference.

(d) Not applicable.

(e) The information set forth in the Offer to Purchase and the related
Letter of Transmittal, copies of which are attached hereto as Exhibits (a)(1)
and (a)(2), respectively, is incorporated herein by reference.

ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.

<TABLE>
<S> <S>
(a)(1) -- Form of Offer to Purchase dated April 4, 1997.
(a)(2) -- Form of Letter of Transmittal.
(a)(3) -- Form of Notice of Guaranteed Delivery.
(a)(4) -- Form of Letter to Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees.
(a)(5) -- Form of Letter to Clients for use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees.
(a)(6) -- Form of Letter dated April 4, 1997 to stockholders from
the Chairman and Chief Executive Officer of the Company.
(a)(7) -- Form of Press Release issued by the Company dated April
3, 1997.
(a)(8) -- Form of Summary Advertisement dated April 4, 1997.
(a)(9) -- Guidelines for Certification of Taxpayer Identification
Number on Form W-9.
(b)(1) -- Amended and Restated Credit Agreement (the "Credit
Agreement"), dated as of April 24, 1996, among the
Company, as Borrower, The Bank of Nova Scotia, as Agent,
and the Lenders signatory thereto (previously filed with
the Commission as Exhibit 10.15.3 to the Company's
Quarterly Report on Form 10-Q for the quarter ended June
30, 1996 and incorporated by reference herein).
(b)(2) -- First Amendment and Supplement to the Credit Agreement,
effective March 14, 1997, among the Company, as Borrower,
The Bank of Nova Scotia, as Agent, and the Lenders
signatory thereto (previously filed with the Commission
as Exhibit 10.13.3 to the Company's Annual Report on Form
10-K for the year ended December 31, 1996 and
incorporated by reference herein).
(c) -- Not applicable.
(d) -- Not applicable.
(e) -- Not applicable.
(f) -- Not applicable.
</TABLE>
<PAGE> 4

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Statement is true, complete and correct.

REXENE CORPORATION

By: /s/ BERNARD J. MCNAMEE
----------------------------------
Name: Bernard J. McNamee
Title: Executive Vice President,
General Counsel and
Secretary

Dated: April 4, 1997
<PAGE> 5

EXHIBIT INDEX

<TABLE>
<S> <S>
99(a)(1) -- Form of Offer to Purchase dated April 4, 1997.
99(a)(2) -- Form of Letter of Transmittal.
99(a)(3) -- Form of Notice of Guaranteed Delivery.
99(a)(4) -- Form of Letter to Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees.
99(a)(5) -- Form of Letter to Clients for use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees.
99(a)(6) -- Form of Letter dated April 4, 1997 to stockholders from
the Chairman and Chief Executive Officer of the Company.
99(a)(7) -- Form of Press Release issued by the Company dated April
3, 1997.
99(a)(8) -- Form of Summary Advertisement dated April 4, 1997.
99(a)(9) -- Guidelines for Certification of Taxpayer Identification
Number on Form W-9.
99(b)(1) -- Amended and Restated Credit Agreement (the "Credit
Agreement"), dated as of April 24, 1996, among the
Company, as Borrower, The Bank of Nova Scotia, as Agent,
and the Lenders signatory thereto (previously filed with
the Commission as Exhibit 10.15.3 to the Company's
Quarterly Report on Form 10-Q for the quarter ended June
30, 1996 and incorporated by reference herein).
99(b)(2) -- First Amendment and Supplement to the Credit Agreement,
effective March 14, 1997, among the Company, as Borrower,
The Bank of Nova Scotia, as Agent, and the Lenders
signatory thereto (previously filed with the Commission
as Exhibit 10.13.3 to the Company's Annual Report on Form
10-K for the year ended December 31, 1996 and
incorporated by reference herein).
(c) -- Not applicable.
(d) -- Not applicable.
(e) -- Not applicable.
(f) -- Not applicable.
</TABLE>

<PAGE> 1

OFFER TO PURCHASE FOR CASH
BY

REXENE CORPORATION
OF
UP TO 2,156,250 SHARES OF ITS COMMON STOCK
(INCLUDING THE ASSOCIATED COMMON STOCK PURCHASE RIGHTS)
AT A PURCHASE PRICE NOT GREATER THAN $16.00
NOR LESS THAN $14.00 PER SHARE

THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW
YORK CITY TIME, ON MONDAY, MAY 5, 1997, UNLESS THE OFFER IS EXTENDED.

THE BOARD OF DIRECTORS OF THE COMPANY HAS APPROVED THE MAKING OF THE OFFER.
HOWEVER, STOCKHOLDERS MUST MAKE THEIR OWN DECISIONS WHETHER TO TENDER SHARES
AND, IF SO, HOW MANY SHARES TO TENDER AND THE PRICE OR PRICES AT WHICH SHARES
SHOULD BE TENDERED. NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS MAKES ANY
RECOMMENDATION TO ANY STOCKHOLDER AS TO WHETHER TO TENDER OR REFRAIN FROM
TENDERING SHARES. THE COMPANY HAS BEEN ADVISED THAT NONE OF ITS DIRECTORS,
EXECUTIVE OFFICERS OR THEIR RESPECTIVE AFFILIATES INTENDS TO TENDER ANY SHARES
PURSUANT TO THE OFFER. SEE SECTION 9.

THE OFFER IS NOT CONDITIONED ON ANY MINIMUM NUMBER OF SHARES BEING
TENDERED. THE OFFER IS, HOWEVER, SUBJECT TO CERTAIN OTHER CONDITIONS, INCLUDING
THE CONTINUED AVAILABILITY OF FUNDS TO PURCHASE THE TENDERED SHARES IF THERE IS
A CHANGE OF CONTROL OF THE COMPANY UNDER THE COMPANY'S BANK CREDIT AGREEMENT.
SEE SECTION 6.
------------------------
Rexene Corporation, a Delaware corporation (the "Company"), invites its
stockholders to tender shares of its common stock, par value $0.01 per share
(the "Shares"), including the associated Common Stock Purchase Rights (the
"Rights") issued pursuant to the Stockholder Rights Agreement, dated as of
January 26, 1993, between the Company and American Stock Transfer & Trust
Company, as Rights Agent (as amended, the "Rights Agreement"), to the Company at
prices not greater than $16.00 nor less than $14.00 per Share in cash, specified
by tendering stockholders, upon the terms and subject to the conditions set
forth in this Offer to Purchase and the related Letter of Transmittal (which, as
may be amended or supplemented from time to time, together constitute the
"Offer"). Unless the Rights are redeemed by the Company or become separately
tradeable prior to the Expiration Date (as defined herein), a tender of the
Shares also will constitute a tender of the associated Rights. No separate
consideration will be paid for such Rights. All references herein to Rights
shall include all benefits which may inure to stockholders of the Company
pursuant to the Rights Agreement, and, unless the context requires otherwise,
all references herein to Shares shall include the associated Rights.

The Company will, upon the terms and subject to the conditions of the
Offer, determine a single per Share price (not greater than $16.00 nor less than
$14.00 per Share), net to the seller in cash (the "Purchase Price"), that it
will pay for Shares validly tendered and not withdrawn pursuant to the Offer,
taking into account the number of Shares so tendered and the prices specified by
tendering stockholders. The Company will select the lowest Purchase Price that
will allow it to buy 2,156,250 Shares validly tendered and not withdrawn
pursuant to the Offer (or such lesser number of Shares as are validly tendered
at prices not greater than $16.00 nor less than $14.00 per Share). The Company
will pay the Purchase Price for all Shares validly tendered at prices specified
by the tendering stockholder at or below the Purchase Price and not withdrawn,
upon the terms and subject to the conditions of the Offer, including the
proration terms thereof. The Company reserves the right, in its sole discretion,
to purchase more than 2,156,250 Shares pursuant to the Offer, provided that the
aggregate consideration paid by the Company to purchase all Shares pursuant to
the Offer will not exceed $34.5 million.

At a meeting of the Board of Directors of the Company held on March 13,
1997, the Board of Directors declared a regular quarterly dividend of $.04 per
Share payable on April 10, 1997 to stockholders of record on March 28, 1997.
Since the Expiration Date will occur after April 10, 1997, holders of record on
March 28, 1997 of Shares purchased in the Offer will be entitled to receive such
dividend to be paid to stockholders of record as of such date regardless of
whether such Shares are tendered pursuant to the Offer prior to, on or after
April 10, 1997. The Shares are listed and principally traded on the New York
Stock Exchange, Inc. (the "NYSE") under the symbol "RXN." On April 2, 1997, the
last full trading day on the NYSE preceding announcement of the Offer, the
closing per Share sales price as reported on the NYSE Composite Tape was $13.25.
On April 3, 1997, the last full trading day on the NYSE preceding commencement
of the Offer, the closing per Share sales price as reported on the NYSE
Composite Tape was $13.00. STOCKHOLDERS ARE URGED TO OBTAIN CURRENT MARKET
QUOTATIONS FOR THE SHARES. SEE SECTION 7.
---------------------------------

The Dealer Managers for the Offer are:

SMITH BARNEY INC. SCHRODER WERTHEIM & CO.

April 4, 1997
<PAGE> 2

IMPORTANT

Any stockholders desiring to tender all or any portion of their Shares
should either (i) complete and sign the Letter of Transmittal or a facsimile
thereof in accordance with the instructions in the Letter of Transmittal, mail
or deliver it with any required signature guarantee and any other required
documents to ChaseMellon Shareholder Services, L.L.C. (the "Depositary"), and
either mail or deliver the stock certificates for such Shares to the Depositary
(with all such other documents) or follow the procedure for book-entry delivery
set forth in Section 3, or (ii) request a broker, dealer, commercial bank, trust
company or other nominee to effect the transaction for such stockholder. A
stockholder having Shares registered in the name of a broker, dealer, commercial
bank, trust company or other nominee must contact that broker, dealer,
commercial bank, trust company or other nominee if such stockholder desires to
tender such Shares. Stockholders who desire to tender Shares and whose
certificates for such Shares are not immediately available or who cannot comply
with the procedure for book-entry transfer on a timely basis or whose other
required documentation cannot be delivered to the Depositary, in any case, by
the expiration of the Offer should tender such Shares by following the
procedures for guaranteed delivery set forth in Section 3. TO EFFECT A VALID
TENDER OF THEIR SHARES, STOCKHOLDERS MUST VALIDLY COMPLETE THE LETTER OF
TRANSMITTAL, INCLUDING THE SECTION RELATING TO THE PRICE OR PRICES AT WHICH THEY
ARE TENDERING SHARES.

Questions and requests for assistance may be directed to the Information
Agent or the Dealer Managers at their respective addresses and telephone numbers
set forth on the back cover of this Offer to Purchase. Additional copies of this
Offer to Purchase, the Letter of Transmittal or the Notice of Guaranteed
Delivery may be directed to D.F. King & Co., Inc. (the "Information Agent") at
its address and telephone number set forth on the back cover of this Offer to
Purchase.

2
<PAGE> 3

SUMMARY

This general summary is provided for the convenience of the Company's
stockholders and is qualified in its entirety by reference to the full text and
more specific details of this Offer to Purchase.

<TABLE>
<S> <C>
Number of Shares to be Purchased.............. 2,156,250 Shares (or such lesser number of Shares as
are validly tendered). The Company reserves the
right, in its sole discretion, to purchase more than
2,156,250 Shares pursuant to the Offer, provided that
the aggregate consideration paid by the Company to
purchase all Shares pursuant to the Offer will not
exceed $34.5 million.
Purchase Price................................ The Company will determine a single per Share net
cash price, not greater than $16.00 nor less than
$14.00 per Share, that it will pay for Shares validly
tendered. All Shares acquired in the Offer will be
acquired at the Purchase Price even if Shares are
tendered at a price specified by the tendering
stockholder below the Purchase Price. Each
stockholder desiring to tender Shares must specify in
the Letter of Transmittal the minimum price or prices
(not greater than $16.00 nor less than $14.00 per
Share) at which such stockholder is willing to have
Shares purchased by the Company.
How to Tender Shares.......................... See Section 3. Call the Information Agent or consult
your broker for assistance.
Brokerage Commissions......................... None.
Stock Transfer Tax............................ None, if payment is made to the registered holder.
Expiration and Proration Dates................ Monday, May 5, 1997, at 12:00 Midnight, New York City
time, unless extended by the Company.
Payment Date.................................. As soon as practicable after the Expiration Date.
Position of the Company and its Directors..... Neither the Company nor its Board of Directors makes
any recommendation to any stockholder as to whether
to tender or refrain from tendering Shares.
Withdrawal Rights............................. Tendered Shares may be withdrawn at any time until
12:00 Midnight, New York City time, on Monday, May 5,
1997, unless the Offer is extended by the Company
and, unless previously purchased, after 12:00
Midnight, New York City time, on Friday, May 30,
1997. See Section 4.
Odd Lots...................................... There will be no proration of Shares tendered by any
stockholder owning beneficially fewer than 100 Shares
in the aggregate as of March 31, 1997, who continues
to beneficially own fewer than 100 Shares on the
Expiration Date, and who tenders all such Shares at
or below the Purchase Price prior to the Expiration
Date and who checks the "Odd Lots" box in the Letter
of Transmittal.
Further Developments Regarding the Offer...... Call the Information Agent or consult your broker.
</TABLE>

------------------------

THE COMPANY HAS NOT AUTHORIZED ANY PERSON TO MAKE ANY RECOMMENDATION ON
BEHALF OF THE COMPANY AS TO WHETHER STOCKHOLDERS SHOULD TENDER OR REFRAIN FROM
TENDERING SHARES PURSUANT TO THE OFFER. THE COMPANY HAS NOT AUTHORIZED ANY
PERSON TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION IN CONNECTION WITH
THE OFFER ON BEHALF OF THE COMPANY OTHER THAN THOSE CONTAINED IN THIS OFFER TO
PURCHASE OR IN THE LETTER OF TRANSMITTAL. DO NOT RELY ON ANY SUCH RECOMMENDATION
OR ANY SUCH INFORMATION OR REPRESENTATION, IF GIVEN OR MADE, AS HAVING BEEN
AUTHORIZED BY THE COMPANY.
------------------------

3
<PAGE> 4

TABLE OF CONTENTS

<TABLE>
<CAPTION>
SECTION PAGE
------- ----
<S> <C>
INTRODUCTION................................................ 5
THE OFFER................................................... 8
1. Number of Shares; Proration............................. 8
2. Tenders by Owners of Fewer than 100 Shares.............. 10
3. Procedure for Tendering Shares.......................... 10
4. Withdrawal Rights....................................... 13
5. Purchase of Shares and Payment of Purchase Price........ 14
6. Certain Conditions of the Offer......................... 15
7. Price Range of Shares; Dividends........................ 16
8. Purpose of the Offer; Certain Effects of the Offer...... 17
9. Interests of Directors and Executive Officers;
Transactions and Arrangements Concerning the Shares..... 19
10. Source and Amount of Funds.............................. 20
11. Certain Information About the Company................... 20
12. Effects of the Offer on the Market for Shares;
Registration under the Exchange Act..................... 24
13. Certain Legal Matters; Regulatory Approvals............. 24
14. Certain U.S. Federal Income Tax Consequences............ 25
15. Extension of the Offer; Termination; Amendments......... 26
16. Fees and Expenses....................................... 27
17. Miscellaneous........................................... 28
SCHEDULE I Certain Transactions Involving Shares........... S-1
</TABLE>

4
<PAGE> 5

To the Holders of Shares of Common Stock
of Rexene Corporation:

INTRODUCTION

Rexene Corporation, a Delaware corporation (the "Company"), invites its
stockholders to tender shares of its common stock, par value $0.01 per share
(the "Shares"), including the associated Common Stock Purchase Rights (the
"Rights") issued pursuant to the Stockholder Rights Agreement, dated as of
January 26, 1993, between the Company and American Stock Transfer & Trust
Company, as Rights Agent (as amended, the "Rights Agreement"), to the Company at
prices not greater than $16.00 nor less than $14.00 per Share in cash, specified
by tendering stockholders, upon the terms and subject to the conditions set
forth in this Offer to Purchase and the related Letter of Transmittal (which, as
may be amended or supplemented from time to time, together constitute the
"Offer"). Unless the Rights are redeemed by the Company or become separately
tradeable prior to the Expiration Date (as defined herein), a tender of the
Shares also will constitute a tender of the associated Rights. No separate
consideration will be paid for such Rights. All references herein to Rights
shall include all benefits which may inure to stockholders of the Company
pursuant to the Rights Agreement, and, unless the context requires otherwise,
all references herein to Shares shall include the associated Rights. For a
description of the Rights, see Section 7.

The Company will, upon the terms and subject to the conditions of the
Offer, determine a single per Share price (not greater than $16.00 nor less than
$14.00 per Share), net to the seller in cash (the "Purchase Price"), that it
will pay for Shares validly tendered and not withdrawn pursuant to the Offer,
taking into account the number of Shares so tendered and the prices specified by
tendering stockholders. The Company will select the lowest Purchase Price that
will allow it to buy 2,156,250 Shares validly tendered and not withdrawn
pursuant to the Offer (or such lesser number of Shares as are validly tendered
at prices not greater than $16.00 nor less than $14.00 per Share). The Company
will pay the Purchase Price for all Shares validly tendered prior to the
Expiration Date (as defined in Section 1) at prices specified by the tendering
stockholder at or below the Purchase Price and not withdrawn upon the terms and
subject to the conditions of the Offer, including the proration terms described
below. The Company reserves the right, in its sole discretion, to purchase more
than 2,156,250 Shares pursuant to the Offer, provided that the aggregate
consideration paid by the Company to purchase all Shares pursuant to the Offer
will not exceed $34.5 million. The Company currently anticipates that if the
Purchase Price is below $16.00 per Share, it will exercise such right if a
sufficient number of Shares are validly tendered at or below the Purchase Price.

THE OFFER IS NOT CONDITIONED ON ANY MINIMUM NUMBER OF SHARES BEING
TENDERED. THE OFFER IS, HOWEVER, SUBJECT TO CERTAIN OTHER CONDITIONS, INCLUDING
CONTINUED AVAILABILITY OF FUNDS TO PURCHASE THE TENDERED SHARES IF THERE IS A
CHANGE OF CONTROL OF THE COMPANY UNDER THE COMPANY'S BANK CREDIT AGREEMENT. SEE
SECTION 6.

If more than 2,156,250 Shares are validly tendered at prices specified by
the tendering stockholder at or below the Purchase Price and not withdrawn (or
such greater number of Shares as the Company may elect to purchase), the Company
will, upon the terms and subject to the conditions of the Offer, purchase Shares
first from all Odd Lot Owners (as defined in Section 2) who validly tender all
their Shares at or below the Purchase Price and then on a pro rata basis from
all other stockholders who validly tender Shares at prices at or below the
Purchase Price (and do not withdraw them prior to the Expiration Date). The
Company will return at its own expense all Shares not purchased pursuant to the
Offer, including Shares tendered at prices greater than the Purchase Price and
Shares not purchased because of proration. The Purchase Price will be paid net
to the tendering stockholder in cash for all Shares purchased. Tendering
stockholders will not be obligated to pay brokerage commissions, solicitation
fees or, subject to Instruction 7 of the Letter of Transmittal, stock transfer
taxes on the Company's purchase of Shares pursuant to the Offer. HOWEVER, ANY
TENDERING STOCKHOLDER OR OTHER PAYEE WHO FAILS TO COMPLETE, SIGN AND RETURN TO
THE DEPOSITARY (AS DEFINED BELOW) THE SUBSTITUTE FORM W-9 THAT IS INCLUDED WITH
THE LETTER OF TRANSMITTAL (OR IN THE CASE OF FOREIGN

5
<PAGE> 6

INDIVIDUALS, FORM W-8 OBTAINABLE FROM THE DEPOSITARY) MAY BE SUBJECT TO REQUIRED
BACKUP FEDERAL INCOME TAX WITHHOLDING OF 31% OF THE GROSS PROCEEDS PAYABLE TO
SUCH STOCKHOLDER OR OTHER PAYEE PURSUANT TO THE OFFER. SEE SECTION 3. In
addition, the Company will pay all fees and expenses of Smith Barney Inc. and
Schroder Wertheim & Co. Incorporated (the "Dealer Managers"), D.F. King & Co.,
Inc. (the "Information Agent") and ChaseMellon Shareholder Services, L.L.C. (the
"Depositary") in connection with the Offer. See Section 16.

THE BOARD OF DIRECTORS OF THE COMPANY HAS APPROVED THE MAKING OF THE OFFER.
HOWEVER, STOCKHOLDERS MUST MAKE THEIR OWN DECISIONS WHETHER TO TENDER SHARES
AND, IF SO, HOW MANY SHARES TO TENDER AND THE PRICE OR PRICES AT WHICH SHARES
SHOULD BE TENDERED. NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS MAKES ANY
RECOMMENDATION TO ANY STOCKHOLDER AS TO WHETHER TO TENDER OR REFRAIN FROM
TENDERING SHARES. THE COMPANY HAS BEEN ADVISED THAT NONE OF ITS DIRECTORS OR
EXECUTIVE OFFICERS INTENDS TO TENDER ANY SHARES PURSUANT TO THE OFFER.

On March 19, 1997, the Company's Board of Directors (sometimes hereinafter
referred to as the "Board") met to consider a number of alternatives to maximize
the value of the Shares. At the meeting, the Board determined that a stock
repurchase program would serve the best interests of the Company and its
stockholders and would be responsive to the desires of many of the Company's
stockholders as expressed to management of the Company at recent meetings held
with stockholders. Accordingly, at the meeting the Board authorized the
repurchase by the Company of up to $85 million of Shares (the "Stock Repurchase
Program"), to be implemented in two parts. The first part of the Stock
Repurchase Program, which was to commence as soon as practicable, consisted of
open market purchases funded by $35 million in borrowings under the Company's
existing bank loan facility. The second $50 million part of the Stock Repurchase
Program, which could be effected by open market or privately negotiated
transactions, tender offers or otherwise as determined by the Board, is to be
submitted to the Company's stockholders for their consideration and approval at
a special meeting of stockholders scheduled for April 30, 1997 (the "Special
Meeting"). It currently is contemplated that, if approved by stockholders, any
such repurchases pursuant to the second part of the Stock Repurchase Program
would be funded through the issuance of a new series of preferred stock of the
Company.

Following the March 19, 1997 Board meeting, the Company commenced open
market purchases of Shares pursuant to the first part of the Stock Repurchase
Program. The open market purchases were conducted pursuant to Rule 10b-18
promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange
Act") and, in order to give all stockholders the opportunity to participate,
Smith Barney Inc., acting on behalf of the Company, was instructed not to
solicit purchases of Shares. Due to the low number of Shares available for
purchase by the Company in the open market since the commencement of the Stock
Repurchase Program (see Schedule I hereto for details of the Shares purchased by
the Company), the Board determined to terminate open market purchases and
instead to implement the first part of the Stock Repurchase Program through the
Offer. The Company is making the Offer to afford to those stockholders who
desire liquidity an opportunity to sell all or a portion of their Shares without
the usual transaction costs associated with open market sales.

The Board of Directors believes that the Shares represent an attractive
investment opportunity. The Offer allows stockholders to sell a portion of their
Shares while retaining a continuing equity interest in the Company if they so
desire. After the Offer is completed, the Company expects to have sufficient
cash flow and access to sources of capital to continue to fund its on-going
capital improvement program and other growth initiatives.

Commencing in July 1996, Huntsman Corporation ("Huntsman") has made a
number of proposals expressing interest in acquiring the Company, the most
recent of which (on October 29, 1996) was at $16 per Share. The Board, after
carefully considering a wide range of factors, determined that each of the
Huntsman proposals was not in the best interests of stockholders and not
acceptable for a number of reasons, including the fact that Huntsman had no
financing for its proposals. Huntsman has not contacted the Company

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<PAGE> 7

concerning its interest in the Company since mid-November 1996, although in late
November 1996 and in February and March 1997 Huntsman made public statements
reaffirming its interest in acquiring the Company at $16 per Share. The
Company's current directors have stated that they would not oppose an all-cash,
fully-financed offer to purchase the Company for $16 per Share from Huntsman or
any other party. A stockholder who sells Shares pursuant to the Offer will not,
in respect of those Shares, be able to participate in any subsequent sale of the
Company, although there are no assurances that any such sale will occur or, if
such a sale were to occur, as to the price provided for by such sale.

Commencing in January 1997, a group of the Company's stockholders comprised
of Guy P. Wyser-Pratte, Wyser-Pratte & Co., Inc. and Spear, Leeds & Kellogg (the
"Wyser-Pratte Group"), who beneficially own approximately 13.2% of the
outstanding Shares, successfully solicited from stockholders the requisite agent
designations to call the Special Meeting, which, as noted above, is scheduled
for April 30, 1997. At the Special Meeting, the Wyser-Pratte Group will, among
other things, attempt to remove the incumbent directors of the Company and
replace them with nominees who are stated to be dedicated to pursuing the sale
of the Company to Huntsman or any other party who may be interested in acquiring
the Company. The Wyser-Pratte Group also intends to propose a number of
amendments to the Company's Amended and Restated By-Laws which they believe will
facilitate a sale of the Company pursuant to an offer supported by stockholders.
The Wyser-Pratte Group has filed a preliminary proxy statement with the
Securities and Exchange Commission (the "Commission") for the purpose of
soliciting proxies in favor of their proposals at the Special Meeting. The
Company has filed a preliminary proxy statement with the Commission for the
purpose of soliciting proxies in opposition to the proposals of the Wyser-Pratte
Group and in favor of the Company's stock repurchase proposal.

The Board has set April 18, 1997 as the record date for determining
stockholders who are entitled to vote at the Special Meeting. Stockholders who
wish to tender Shares pursuant to the Offer may nevertheless vote those Shares
at the Special Meeting, in any manner the tendering stockholder desires to vote,
whether the Shares are tendered prior to, on or after the record date for the
Special Meeting. Stockholders should note, however, that if the Wyser-Pratte
Group were to be successful at the Special Meeting in replacing a majority of
the Board, such an event would constitute a "change of control" and an automatic
event of default under the Amended and Restated Credit Agreement dated as of
April 24, 1996, among the Company, as Borrower, The Bank of Nova Scotia, as
Agent, and the Lenders signatory thereto, as amended and supplemented effective
March 14, 1997 (as so amended, the "Credit Agreement"). In such event, the
lenders under the Credit Agreement could refuse to make loans to the Company
necessary to purchase the Shares in the Offer. It is a condition to the Offer
that the lenders under the Credit Agreement continue to make loans available
under the Credit Agreement following a change of control of the Company. See
Section 6. If the Wyser-Pratte Group were successful in removing and replacing
the Company's current directors at the Special Meeting, the Offer would not
close unless the lenders under the Credit Agreement determined to continue to
make loans available under the Credit Agreement or not to demand immediate
repayment of the then existing loans or the Company otherwise had at such time
available adequate funds to purchase properly tendered Shares in the Offer.

Stockholders also should be aware that the Wyser-Pratte Group's nominees
for election to the Board have publicly announced their intention to pursue a
sale of the Company if they are elected as directors at the Special Meeting.
However, there can be no assurance that such a sale could be consummated at $16
per Share or at any other price.

As of the close of business on March 31, 1997, there were 18,816,453 Shares
outstanding and 1,155,914 Shares issuable upon exercise of outstanding stock
options ("Options") under various stock option plans of the Company. The
2,156,250 Shares that the Company is offering to purchase represent
approximately 11.5% of the outstanding Shares (approximately 10.8% assuming the
exercise of all outstanding Options).

The Shares are listed and principally traded on the New York Stock
Exchange, Inc. ("NYSE") under the symbol "RXN." On April 2, 1997, the last full
trading day on the NYSE preceding announcement of the Offer, the closing per
Share sales price as reported on the NYSE Composite Tape was $13.25. On April 3,
1997, the last full trading day on the NYSE preceding commencement of the Offer,
the closing per Share

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<PAGE> 8

sales price as reported on the NYSE Composite Tape was $13.00. THE COMPANY URGES
STOCKHOLDERS TO OBTAIN CURRENT QUOTATIONS ON THE MARKET PRICE OF THE SHARES.

On March 19, 1997, the Company issued a press release which provided an
update on business operations. In the release, the Company stated that unusually
high raw material costs, which as previously disclosed will adversely affect the
Company's first quarter earnings results, have begun to decline and should have
less of an impact on the Company's performance in the second and third quarters
of 1997. The Company also stated that it is "seeing positive price momentum in
our polyethylene and polypropylene businesses as well as growing contributions
from our new REXflex(R) FPO plant which began production in December 1996."
Commenting on first quarter results, the release stated: "[S]ignificantly higher
feedstock costs in late 1996 and earlier this year are expected to reduce
Rexene's operating earnings for the first quarter of 1997 by approximately $7.5
million after tax, or $0.39 per share as compared with the same period last
year. However, a gain from the reversal in the first quarter of an environmental
accrual established in prior years will partially offset the significantly
higher feedstock costs, and Rexene anticipates that net income for the first
quarter ending March 31, 1997 will be only slightly below the $0.34 per share
net income reported by the Company in the same period last year."

THE OFFER
1. NUMBER OF SHARES; PRORATION

Upon the terms and subject to the conditions of the Offer, the Company will
accept for payment (and thereby purchase) 2,156,250 Shares or such lesser number
of Shares as are validly tendered before the Expiration Date (and not withdrawn
in accordance with Section 4) at a net cash price (determined in the manner set
forth below) not greater than $16.00 nor less than $14.00 per Share. The term
"Expiration Date" means 12:00 Midnight, New York City time, on Monday, May 5,
1997, unless and until the Company in its sole discretion shall have extended
the period of time during which the Offer is open, in which event the term
"Expiration Date" shall refer to the latest time and date at which the Offer, as
so extended by the Company, shall expire. See Section 15 for a description of
the Company's right to extend the time during which the Offer is open and to
delay, terminate or amend the Offer. Subject to Section 2, if the Offer is
oversubscribed, Shares tendered at or below the Purchase Price before the
Expiration Date will be eligible for proration. The proration period also
expires on the Expiration Date.

The Company will, upon the terms and subject to the conditions of the
Offer, determine a single per Share Purchase Price that it will pay for Shares
validly tendered and not withdrawn pursuant to the Offer, taking into account
the number of Shares so tendered and the prices specified by tendering
stockholders. The Company will select the lowest Purchase Price that will allow
it to buy 2,156,250 Shares validly tendered and not withdrawn pursuant to the
Offer (or such lesser number as are validly tendered at prices not greater than
$16.00 nor less than $14.00 per Share). The Company reserves the right, in its
sole discretion, to purchase more than 2,156,250 Shares pursuant to the Offer,
provided that the aggregate consideration paid by the Company to purchase all
Shares pursuant to the Offer will not exceed $34.5 million. See Section 15. In
accordance with applicable regulations of the Commission, the Company may
purchase pursuant to the Offer an additional amount of Shares not to exceed 2%
of the outstanding Shares without amending or extending the Offer. If (i) the
Company increases or decreases the price to be paid for Shares, the Company
increases or decreases the Dealer Managers' fee, the Company increases the
number of Shares being sought and such increase in the number of Shares being
sought exceeds 2% of the outstanding Shares, or the Company decreases the number
of Shares being sought and (ii) the Offer is scheduled to expire at any time
earlier than the expiration of a period ending on the tenth business day from,
and including, the date that notice of such increase or decrease is first
published, sent or given in the manner specified in Section 15, the Offer will
be extended until the expiration of such period of ten business days. For
purposes of the Offer, a "business day" means any day other than a Saturday,
Sunday or federal holiday and consists of the time period from 12:01 A.M.
through 12:00 Midnight, New York City time.

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<PAGE> 9

In accordance with Instruction 5 of the Letter of Transmittal, each
stockholder desiring to tender Shares must specify the price (not greater than
$16.00 nor less than $14.00 per Share) at which such stockholder is willing to
have the Company purchase Shares. As promptly as practicable following the
Expiration Date, the Company will, in its sole discretion, determine the
Purchase Price (not greater than $16.00 nor less than $14.00 per Share) that it
will pay for Shares validly tendered and not withdrawn pursuant to the Offer,
taking into account the number of Shares so tendered and the prices specified by
tendering stockholders. The Company will pay the Purchase Price, even if such
Shares were tendered below the Purchase Price, for all Shares validly tendered
prior to the Expiration Date at prices at or below the Purchase Price and not
withdrawn, upon the terms and subject to the conditions of the Offer. All Shares
not purchased pursuant to the Offer, including Shares tendered at prices greater
than the Purchase Price and Shares not purchased because of proration, will be
returned to the tendering stockholders at the Company's expense as promptly as
practicable following the Expiration Date.

If the number of Shares validly tendered at or below the Purchase Price and
not withdrawn prior to the Expiration Date is less than or equal to 2,156,250
Shares (or such greater number of Shares as the Company may elect to purchase
pursuant to the Offer), the Company will, upon the terms and subject to the
conditions of the Offer, purchase at the Purchase Price all Shares so tendered.

Priority. Upon the terms and subject to the conditions of the Offer, in the
event that prior to the Expiration Date more than 2,156,250 Shares (or such
greater number of Shares as the Company may elect to purchase pursuant to the
Offer) are validly tendered at or below the Purchase Price and not withdrawn,
the Company will purchase such validly tendered Shares in the following order of
priority:

(i) all Shares validly tendered at or below the Purchase Price and not
withdrawn prior to the Expiration Date by any Odd Lot Owner (as defined in
Section 2) who:

(a) tenders all Shares beneficially owned by such Odd Lot Owner at
or below the Purchase Price (partial tenders will not qualify for this
preference); and

(b) completes the box captioned "Odd Lots" on the Letter of
Transmittal and, if applicable, on the Notice of Guaranteed Delivery;
and

(ii) after purchase of all of the foregoing Shares, all other Shares
validly tendered at or below the Purchase Price and not withdrawn prior to
the Expiration Date on a pro rata basis.

Proration. In the event that proration of tendered Shares is required, the
Company will determine the final proration factor as promptly as practicable
after the Expiration Date. Proration for each stockholder tendering Shares
(other than Odd Lot Owners) shall be based on the ratio of the number of Shares
the Company has agreed to purchase (other than from Odd Lot Owners) to the total
number of Shares tendered by all stockholders (other than Odd Lot Owners) at or
below the Purchase Price. This ratio will be applied to stockholders tendering
Shares (other than Odd Lot Owners) to determine the number of Shares that will
be purchased from each such stockholder pursuant to the Offer. Although the
Company does not expect to be able to announce the final results of such
proration until approximately seven business days after the Expiration Date, it
will announce preliminary results of proration by press release as promptly as
practicable after the Expiration Date. Stockholders can obtain such preliminary
information from the Information Agent and may be able to obtain such
information from their brokers.

As described in Section 14, the number of Shares that the Company will
purchase from a stockholder may affect the United States federal income tax
consequences to the stockholder of such purchase and therefore may be relevant
to a stockholder's decision whether to tender Shares. The Letter of Transmittal
affords each tendering stockholder the opportunity to designate the order of
priority in which Shares tendered are to be purchased in the event of proration.

This Offer to Purchase and the related Letter of Transmittal will be mailed
to record holders of Shares as of March 31, 1997 and will be furnished to
brokers, banks and similar persons whose names, or the names of

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<PAGE> 10

whose nominees, appear on the Company's stockholder list or, if applicable, who
are listed as participants in a clearing agency's security position listing for
subsequent transmittal to beneficial owners of Shares.

2. TENDERS BY OWNERS OF FEWER THAN 100 SHARES

The Company, upon the terms and subject to the conditions of the Offer,
will accept for purchase, without proration, all Shares validly tendered at or
below the Purchase Price and not withdrawn on or prior to the Expiration Date by
or on behalf of stockholders who beneficially owned as of the close of business
on March 31, 1997, and continue to beneficially own as of the Expiration Date,
an aggregate of fewer than 100 Shares ("Odd Lot Owners"). See Section 1. To
avoid proration, however, an Odd Lot Owner must validly tender at or below the
Purchase Price all such Shares that such Odd Lot Owner beneficially owns;
partial tenders will not qualify for this preference. This preference is not
available to partial tenders or to owners of 100 or more Shares in the aggregate
even if such owners have separate stock certificates for fewer than 100 such
Shares. Any Odd Lot Owner wishing to tender all such Shares beneficially owned
by such stockholder pursuant to this Offer must complete the box captioned "Odd
Lots" in the Letter of Transmittal and, if applicable, on the Notice of
Guaranteed Delivery and must properly indicate in the section entitled "Price
(In Dollars) Per Share At Which Shares Are Being Tendered" in the Letter of
Transmittal the price at which such Shares are being tendered, except that an
Odd Lot Owner may check the box in the section entitled "Odd Lots" indicating
that the stockholder is tendering all of such stockholder's Shares at the
Purchase Price. See Section 3. Stockholders owning an aggregate of less than 100
Shares whose Shares are purchased pursuant to the Offer will avoid both the
payment of brokerage commissions and any applicable odd lot discounts payable on
a sale of their Shares in transactions on a stock exchange, including the NYSE.

The Company also reserves the right, but will not be obligated, to purchase
all Shares duly tendered by any stockholder who tendered any Shares beneficially
owned at or below the Purchase Price and who, as a result of proration, would
then beneficially own an aggregate of fewer than 100 Shares. If the Company
exercises this right, it will increase the number of Shares that it is offering
to purchase in the Offer by the number of Shares purchased through the exercise
of such right.

3. PROCEDURE FOR TENDERING SHARES

Proper Tender of Shares. For Shares to be validly tendered pursuant to the
Offer:

(i) the certificates for such Shares (or confirmation of receipt of
such Shares pursuant to the procedures for book-entry transfer set forth
below), together with a properly completed and duly executed Letter of
Transmittal (or manually signed facsimile thereof) with any required
signature guarantees, and any other documents required by the Letter of
Transmittal, must be received prior to 12:00 Midnight, New York City time,
on the Expiration Date by the Depositary at its address set forth on the
back cover of this Offer to Purchase; or

(ii) the tendering stockholder must comply with the guaranteed
delivery procedure set forth below.

AS SPECIFIED IN INSTRUCTION 5 OF THE LETTER OF TRANSMITTAL, EACH
STOCKHOLDER DESIRING TO TENDER SHARES PURSUANT TO THE OFFER MUST PROPERLY
INDICATE IN THE SECTION CAPTIONED "PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES
ARE BEING TENDERED" IN THE LETTER OF TRANSMITTAL THE PRICE (IN MULTIPLES OF
$.25) AT WHICH SUCH STOCKHOLDER'S SHARES ARE BEING TENDERED, EXCEPT THAT AN ODD
LOT OWNER MAY CHECK THE BOX IN THE SECTION OF THE LETTER OF TRANSMITTAL ENTITLED
"ODD LOTS" INDICATING THAT THE STOCKHOLDER IS TENDERING ALL OF SUCH
STOCKHOLDER'S SHARES AT THE PURCHASE PRICE. STOCKHOLDERS DESIRING TO TENDER
SHARES AT MORE THAN ONE PRICE MUST COMPLETE SEPARATE LETTERS OF TRANSMITTAL FOR
EACH PRICE AT WHICH SHARES ARE BEING TENDERED, EXCEPT THAT THE SAME SHARES
CANNOT BE TENDERED (UNLESS PROPERLY WITHDRAWN PREVIOUSLY IN ACCORDANCE WITH THE
TERMS OF THE OFFER) AT MORE THAN ONE PRICE. IN ORDER TO VALIDLY TENDER SHARES,
ONE AND ONLY ONE PRICE BOX MUST BE CHECKED IN THE APPROPRIATE SECTION ON EACH
LETTER OF TRANSMITTAL.

In addition, Odd Lot Owners who tender all Shares must complete the section
entitled "Odd Lots" on the Letter of Transmittal and, if applicable, on the
Notice of Guaranteed Delivery, in order to qualify for the preferential
treatment available to Odd Lot Owners as set forth in Section 2.

Signature Guarantees and Method of Delivery. No signature guarantee is
required on the Letter of Transmittal if (i) the Letter of Transmittal is signed
by the registered holder of the Shares (which term, for purposes of this
Section, includes any participant in The Depository Trust Company or the
Philadelphia

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<PAGE> 11

Depository Trust Company (the "Book-Entry Transfer Facilities") whose name
appears on a security position listing as the holder of the Shares) tendered
therewith and payment and delivery are to be made directly to such registered
holder, or (ii) if Shares are tendered for the account of a firm or other entity
that is a member in good standing of the Security Transfer Agent's Medallion
Program, the New York Stock Exchange Medallion Program or the Stock Exchange
Medallion Program (an "Eligible Institution"). In this regard see Section 5 for
information with respect to applicable stock transfer taxes. In all other cases,
all signatures on the Letter of Transmittal must be guaranteed by an Eligible
Institution. See Instruction 1 of the Letter of Transmittal. If a certificate
representing Shares is registered in the name of a person other than the signer
of a Letter of Transmittal, or if payment is to be made, or Shares not purchased
or tendered are to be issued, to a person other than the registered holder, the
certificate must be endorsed or accompanied by an appropriate stock power, in
either case signed exactly as the name of the registered holder appears on the
certificate, with the signature on the certificate or stock power guaranteed by
an Eligible Institution. In all cases, payment for Shares tendered and accepted
for payment pursuant to the Offer will be made only after timely receipt by the
Depositary of certificates for such Shares (or a timely confirmation of a
book-entry transfer of such Shares into the Depositary's account at one of the
Book-Entry Transfer Facilities as described below), a properly completed and
duly executed Letter of Transmittal (or manually signed facsimile thereof) and
any other documents required by the Letter of Transmittal.

Book-Entry Delivery. The Depositary will establish an account with respect
to the Shares at each of the Book-Entry Transfer Facilities for purposes of the
Offer within two business days after the date of this Offer to Purchase. Any
financial institution that is a participant in a Book-Entry Transfer Facility's
system may make book-entry delivery of the Shares by causing such facility to
transfer such Shares into the Depositary's account in accordance with such
facility's procedure for such transfer. Even though delivery of Shares may be
effected through book-entry transfer into the Depositary's account at one of the
Book-Entry Transfer Facilities, a properly completed and duly executed Letter of
Transmittal (or manually signed facsimile thereof), with any required signature
guarantees, or an Agent's Message in lieu of a Letter of Transmittal, and other
required documents must, in any case, be transmitted to and received by the
Depositary at one of its addresses set forth on the back cover of this Offer to
Purchase prior to the Expiration Date, or the guaranteed delivery procedure set
forth below must be followed. DELIVERY OF THE LETTER OF TRANSMITTAL AND ANY
OTHER REQUIRED DOCUMENTS TO ONE OF THE BOOK-ENTRY TRANSFER FACILITIES DOES NOT
CONSTITUTE DELIVERY TO THE DEPOSITARY.

Guaranteed Delivery. If a stockholder desires to tender Shares pursuant to
the Offer and such stockholder's Share certificates cannot be delivered to the
Depositary prior to the Expiration Date (or the procedures for book-entry
transfer cannot be completed on a timely basis) or time will not permit all
required documents to reach the Depositary before the Expiration Date, such
Shares may nevertheless be tendered provided that all of the following
conditions are satisfied:

(i) such tender is made by or through an Eligible Institution;

(ii) the Depositary receives (by hand, mail, overnight courier,
telegram or facsimile transmission), on or prior to the Expiration Date, a
properly completed and duly executed Notice of Guaranteed Delivery
substantially in the form the Company has provided with this Offer to
Purchase (indicating the price at which the Shares are being tendered); and

(iii) the certificates for all tendered Shares in proper form for
transfer (or confirmation of book-entry transfer of such Shares into the
Depositary's account at one of the Book-Entry Transfer Facilities),
together with a properly completed and duly executed Letter of Transmittal
(or manually signed facsimile thereof) and any required signature
guarantees or other documents required by the Letter of

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<PAGE> 12

Transmittal, are received by the Depositary no later than 5:00 p.m., New
York City time, on the third NYSE trading day after the date the Depositary
receives such Notice of Guaranteed Delivery.

If any tendered Shares are not purchased, or if less than all Shares
evidenced by a stockholder's certificates are tendered, certificates for
unpurchased Shares will be returned as promptly as practicable after the
expiration or termination of the Offer or, in the case of Shares tendered by
book-entry transfer at a Book-Entry Transfer Facility, such Shares will be
credited to the appropriate account maintained by the tendering stockholder at
the appropriate Book-Entry Transfer Facility, in each case without expense to
such stockholder.

Backup Federal Income Tax Withholding. Under the United States federal
income tax backup withholding rules, 31% of the gross proceeds payable to a
stockholder or other payee pursuant to the Offer must be withheld and remitted
to the United States Treasury, unless either the stockholder or other payee
provides such person's taxpayer identification number (employer identification
number or social security number) to the Depositary and certifies under
penalties of perjury that such number is correct or another exemption applies.
Therefore, each tendering stockholder should complete and sign the Substitute
Form W-9 included as part of the Letter of Transmittal so as to provide the
information and certification necessary to avoid backup withholding, unless such
stockholder otherwise establishes to the satisfaction of the Depositary that the
stockholder is not subject to backup withholding. Certain stockholders
(including, among others, all corporations and certain foreign stockholders (in
addition to foreign corporations)) are not subject to these backup withholding
and reporting requirements. In order for a foreign stockholder to qualify as an
exempt recipient, that stockholder must submit an IRS Form W-8 or a Substitute
Form W-8, signed under penalties of perjury, attesting to that stockholder's
exempt status. Such statements can be obtained from the Depositary. See
Instructions 10 and 11 of the Letter of Transmittal.

TO PREVENT BACKUP FEDERAL INCOME TAX WITHHOLDING EQUAL TO 31% OF THE GROSS
PAYMENTS MADE TO STOCKHOLDERS FOR SHARES PURCHASED PURSUANT TO THE OFFER, EACH
STOCKHOLDER WHO DOES NOT OTHERWISE ESTABLISH AN EXEMPTION FROM SUCH WITHHOLDING
MUST PROVIDE THE DEPOSITARY WITH THE STOCKHOLDER'S CORRECT TAXPAYER
IDENTIFICATION NUMBER AND PROVIDE CERTAIN OTHER INFORMATION BY COMPLETING THE
SUBSTITUTE FORM W-9 INCLUDED WITH THE LETTER OF TRANSMITTAL.

For a discussion of certain United States federal income tax consequences
to tendering stockholders, see Section 14.

Withholding For Foreign Stockholders. Even if a foreign stockholder has
provided the required certification to avoid backup withholding, the Depositary
will withhold United States federal income taxes equal to 30% of the gross
payments payable to a foreign stockholder or his or her agent pursuant to the
Offer, unless the Depositary determines that a reduced rate of withholding is
available pursuant to a tax treaty or that an exemption from withholding is
applicable because such gross proceeds are effectively connected with the
conduct of a trade or business within the United States. For this purpose, a
foreign stockholder is any stockholder that is not (i) a citizen or resident of
the United States, (ii) a corporation, partnership, or other entity created or
organized in or under the laws of the United States, any State or any political
subdivision thereof or (iii) an estate or trust the income of which is subject
to United States federal income taxation regardless of the source of such
income. In order to obtain a reduced rate of withholding pursuant to a tax
treaty or an exemption from withholding on the grounds that the gross proceeds
paid pursuant to the Offer are effectively connected with the conduct of a trade
or business within the United States, a foreign stockholder must deliver to the
Depositary before the payment pursuant to the Offer a properly completed and
executed IRS Form 1001 or IRS Form 4224, respectively. The Depositary will
determine a stockholder's status as a foreign stockholder and eligibility for a
reduced rate of, or exemption from, withholding by reference to any outstanding
certificates or statements concerning eligibility for a reduced rate of, or
exemption from, withholding (e.g., IRS Form 1001 or IRS Form 4224), unless facts
and circumstances indicate that such reliance is not warranted. A foreign
stockholder may be eligible to obtain a refund of all or a portion of any tax
withheld if such stockholder meets the "complete redemption," "substantially
disproportionate" or "not essentially equivalent to a dividend" test described
in Section 14 or is otherwise able to establish that no tax or

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<PAGE> 13

a reduced amount of tax is due. Backup withholding generally will not apply to
amounts subject to the 30% or a treaty-reduced rate of withholding. FOREIGN
STOCKHOLDERS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS REGARDING THE
APPLICATION OF UNITED STATES FEDERAL INCOME TAX WITHHOLDING, INCLUDING
ELIGIBILITY FOR A WITHHOLDING TAX REDUCTION OR EXEMPTION, AND THE REFUND
PROCEDURE. See Instructions 10 and 11 of the Letter of Transmittal.

Tendering Shareholder's Representation and Warranty; Company's Acceptance
Constitutes an Agreement. It is a violation of Rule 14e-4 promulgated under the
Exchange Act, for a person acting alone or in concert with others, directly or
indirectly, to tender Shares for such person's own account unless at the time of
tender and at the Expiration Date such person has a "net long position" equal to
or greater than the amount tendered in (a) the Shares and will deliver or cause
to be delivered such Shares for the purpose of tender to the Company within the
period specified in the Offer, or (b) other securities immediately convertible
into, exercisable for or exchangeable into Shares ("Equivalent Securities") and,
upon the acceptance of such tender, will acquire such Shares by conversion,
exchange or exercise of such Equivalent Securities to the extent required by the
terms of the Offer and will deliver or cause to be delivered such Shares so
acquired for the purpose of tender to the Company within the period specified in
the Offer. Rule 14e-4 also provides a similar restriction applicable to the
tender or guarantee of a tender on behalf of another person. A tender of Shares
made pursuant to any method of delivery set forth herein will constitute the
tendering shareholder's representation and warranty to the Company that (a) such
stockholder has a "net long position" in Shares or Equivalent Securities being
tendered within the meaning of Rule 14e-4, and (b) such tender of Shares
complies with Rule 14e-4. The Company's acceptance for payment of Shares
tendered pursuant to the Offer will constitute a binding agreement between the
tendering stockholder and the Company upon the terms and subject to the
conditions of the Offer.

Determinations of Validity; Rejection of Shares; Waiver of Defects; No
Obligation to Give Notice of Defects. All questions as to the number of Shares
to be accepted, the price to be paid therefor and the validity, form,
eligibility (including time of receipt) and acceptance for payment of any tender
of Shares will be determined by the Company, in its sole discretion, which
determination shall be final and binding on all parties. The Company reserves
the absolute right to reject any or all tenders it determines not to be in
proper form or the acceptance of or payment for which may, in the opinion of the
Company's counsel, be unlawful. The Company also reserves the absolute right to
waive any of the conditions of the Offer and any defect or irregularity in the
tender of any particular Shares or any particular shareholder. No tender of
Shares will be deemed to be properly made until all defects or irregularities
have been cured or waived. None of the Company, the Dealer Managers, the
Depositary, the Information Agent or any other person is or will be obligated to
give notice of any defects or irregularities in tenders, and none of them will
incur any liability for failure to give any such notice.

CERTIFICATES FOR SHARES, TOGETHER WITH A PROPERLY COMPLETED LETTER OF
TRANSMITTAL AND ANY OTHER DOCUMENTS REQUIRED BY THE LETTER OF TRANSMITTAL, MUST
BE DELIVERED TO THE DEPOSITARY AND NOT TO THE COMPANY. ANY SUCH DOCUMENTS
DELIVERED TO THE COMPANY WILL NOT BE FORWARDED TO THE DEPOSITARY AND THEREFORE
WILL NOT BE DEEMED TO BE VALIDLY TENDERED.

4. WITHDRAWAL RIGHTS

Except as otherwise provided in this Section 4, tenders of Shares pursuant
to the Offer are irrevocable. Shares tendered pursuant to the Offer may be
withdrawn at any time before the Expiration Date and, unless accepted for
payment by the Company as provided in this Offer to Purchase, may also be
withdrawn after 12:00 Midnight, New York City Time, on Friday, May 30, 1997.

For a withdrawal to be effective, the Depositary must receive (at its
address set forth on the back cover of this Offer to Purchase) a notice of
withdrawal in written, telegraphic or facsimile transmission form on a timely
basis. Such notice of withdrawal must specify the name of the person who
tendered the Shares to be withdrawn, the number of Shares tendered, the number
of Shares to be withdrawn and the name of the registered holder, if different
from that of the person who tendered such Shares. If the certificates have been
delivered or otherwise identified to the Depositary, then, prior to the release
of such certificates, the tendering

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<PAGE> 14

stockholder must also submit the serial numbers shown on the particular
certificates evidencing the Shares and the signature on the notice of withdrawal
must be guaranteed by an Eligible Institution (except in the case of Shares
tendered by an Eligible Institution). If Shares have been tendered pursuant to
the procedure for book-entry transfer set forth in Section 3, the notice of
withdrawal must specify the name and the number of the account at the applicable
Book-Entry Transfer Facility to be credited with the withdrawn Shares and
otherwise comply with the procedures of such facility. All questions as to the
form and validity, including time of receipt, of notices of withdrawal will be
determined by the Company, in its sole discretion, which determination shall be
final and binding on all parties. None of the Company, the Dealer Managers, the
Depositary, the Information Agent or any other person is or will be obligated to
give any notice of any defects or irregularities in any notice of withdrawal,
and none of them will incur any liability for failure to give any such notice.
Withdrawals may not be rescinded, and any Shares properly withdrawn will
thereafter be deemed not tendered for purposes of the Offer. However, withdrawn
Shares may be re-tendered before the Expiration Date by again following any of
the procedures described in Section 3.

If the Company extends the Offer, is delayed in its purchase of Shares or
is unable to purchase Shares pursuant to the Offer for any reason, then, without
prejudice to the Company's rights under the Offer, the Depositary may, subject
to applicable law, retain on behalf of the Company all tendered Shares, and such
Shares may not be withdrawn except to the extent tendering stockholders are
entitled to withdrawal rights as described in this Section 4, subject to Rule
13e-4(f)(5) under the Exchange Act, which provides that the issuer making the
tender offer shall either pay the consideration offered or return the tendered
securities promptly after the termination or withdrawal of the tender offer.

5. PURCHASE OF SHARES AND PAYMENT OF PURCHASE PRICE

Upon the terms and subject to the conditions of the Offer, the Company will
purchase and pay a single per Share Purchase Price for all of the Shares
accepted for payment pursuant to the Offer as soon as practicable after the
Expiration Date. In all cases, payment for Shares tendered and accepted for
payment pursuant to the Offer will be made promptly (subject to possible delay
in the event of proration) but only after timely receipt by the Depositary of
certificates for Shares (or of a timely confirmation of a book-entry transfer of
such Shares into the Depositary's account at one of the Book-Entry Transfer
Facilities), a properly completed and duly executed Letter of Transmittal (or
manually signed facsimile thereof) and any other required documents.

Payment for Shares purchased pursuant to the Offer will be made by
depositing the aggregate Purchase Price therefor with the Depositary, which will
act as agent for tendering stockholders for the purpose of receiving payment
from the Company and transmitting payment to the tendering stockholders. In the
event of proration, the Company will determine the proration factor and pay for
those tendered Shares accepted for payment as soon as practicable after the
Expiration Date. However, the Company does not expect to be able to announce the
final results of any such proration until approximately seven business days
after the Expiration Date. Under no circumstances will the Company pay interest
on the Purchase Price including, without limitation, by reason of any delay in
making payment. Certificates for all Shares not purchased, including all Shares
tendered at prices greater than the Purchase Price and Shares not purchased due
to proration, will be returned (or, in the case of Shares tendered by book-entry
transfer, such Shares will be credited to the account maintained with one of the
Book-Entry Transfer Facilities by the participant who so delivered such Shares)
as promptly as practicable following the Expiration Date or termination of the
Offer without expense to the

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<PAGE> 15

tendering stockholder. In addition, if certain events occur, the Company may not
be obligated to purchase Shares pursuant to the Offer. See Section 6.

The Company will pay all stock transfer taxes, if any, payable on the
transfer to it of Shares purchased pursuant to the Offer; provided, however,
that if payment of the Purchase Price is to be made to, or (in the circumstances
permitted by the Offer) if unpurchased Shares are to be registered in the name
of, any person other than the registered holder, or if tendered certificates are
registered in the name of any person other than the person signing the Letter of
Transmittal, the amount of all stock transfer taxes, if any (whether imposed on
the registered holder or such other person), payable on account of the transfer
to such person will be deducted from the Purchase Price, unless evidence
satisfactory to the Company of the payment of such taxes or exemption therefrom
is submitted. See Instruction 7 of the Letter of Transmittal.

ANY TENDERING STOCKHOLDER OR OTHER PAYEE WHO FAILS TO COMPLETE FULLY, SIGN
AND RETURN TO THE DEPOSITARY THE SUBSTITUTE FORM W-9 INCLUDED WITH THE LETTER OF
TRANSMITTAL (OR IN THE CASE OF FOREIGN INDIVIDUALS, FORM W-8 OBTAINABLE FROM THE
DEPOSITARY) MAY BE SUBJECT TO REQUIRED UNITED STATES FEDERAL INCOME TAX BACKUP
WITHHOLDING OF 31% OF THE GROSS PROCEEDS PAID TO SUCH STOCKHOLDER OR OTHER PAYEE
PURSUANT TO THE OFFER. SEE SECTION 3. ALSO SEE SECTION 3 REGARDING UNITED STATES
FEDERAL INCOME TAX CONSEQUENCES FOR FOREIGN STOCKHOLDERS.

6. CERTAIN CONDITIONS OF THE OFFER

Notwithstanding any other provision of the Offer, the Company shall not be
required to accept for payment, purchase or pay for any Shares tendered, and may
terminate or amend the Offer or may postpone the acceptance for payment of, or
the purchase of and the payment for Shares tendered, subject to Rule 13e-4(f)
promulgated under the Exchange Act, if at any time on or after April 4, 1997 and
prior to the time of payment for any such Shares (whether any Shares have
theretofore been accepted for payment, purchased or paid for pursuant to the
Offer) any of the following events shall have occurred (or shall have been
determined by the Company to have occurred) that, in the Company's judgment in
any such case and regardless of the circumstances giving rise thereto (including
any action or omission to act by the Company), makes it inadvisable to proceed
with the Offer or with such acceptance for payment or payment:

(a) there shall have been threatened, instituted or be pending before
any court, agency, authority or other tribunal any action, suit or
proceeding by any government or governmental, regulatory or administrative
agency or authority or by any other person, domestic or foreign, or any
judgment, order or injunction entered, enforced or deemed applicable by any
such court, authority, agency or tribunal, which (i) challenges or seeks to
make illegal, or to delay or otherwise directly or indirectly to restrain,
prohibit or otherwise affect the making of the Offer, the acquisition of
Shares pursuant to the Offer or is otherwise related in any manner to, or
otherwise affects, the Offer; or (ii) could, in the sole judgment of the
Company, materially affect the business, condition (financial or other),
income, operations or prospects of the Company and its subsidiaries, taken
as a whole, or otherwise materially impair in any way the contemplated
future conduct of the business of the Company and its subsidiaries, taken
as a whole, or materially impair the Offer's contemplated benefits to the
Company; or

(b) there shall have been any action threatened or taken, or any
approval withheld, or any statute, rule or regulation invoked, proposed,
sought, promulgated, enacted, entered, amended, enforced or deemed to be
applicable to the Offer or the Company or any of its subsidiaries, by any
government or governmental, regulatory or administrative authority or
agency or tribunal, domestic or foreign, which, in the sole judgment of the
Company, would or might directly or indirectly result in any of the
consequences referred to in clause (i) or (ii) of paragraph (a) above; or

(c) there shall have occurred (i) the declaration of any banking
moratorium or any suspension of payments in respect of banks in the United
States (whether or not mandatory); (ii) any general suspension of trading
in, or limitation on prices for, securities on any United States national
securities exchange or in the over-the-counter market; (iii) the
commencement of a war, armed hostilities or any other national or
international crisis directly or indirectly involving the United States;
(iv) any limitation (whether or not mandatory) by any governmental,
regulatory or administrative agency or authority on, or

15
<PAGE> 16

any event which, in the sole judgment of the Company might materially
affect, the extension of credit by banks or other lending institutions in
the United States; (v) any significant decrease in the market price of the
Shares or in the market prices of equity securities generally in the United
States or any change in the general political, market, economic or
financial conditions in the United States or abroad that could have in the
sole judgment of the Company a material adverse effect on the business,
condition (financial or otherwise), income, operations or prospects of the
Company and its subsidiaries, taken as a whole, or on the trading in the
Shares or on the proposed financing of the Offer; (vi) in the case of any
of the foregoing existing at the time of the announcement of the Offer, a
material acceleration or worsening thereof; or (vii) any decline in either
the Dow Jones Industrial Average or the S&P 500 Composite Index by an
amount in excess of 10% measured from the close of business on April 3,
1997; or

(d) any change shall occur or be threatened in the business, condition
(financial or other), income, operations or prospects of the Company and
its subsidiaries, taken as a whole, which in the sole judgment of the
Company is or may be material to the Company and its subsidiaries taken as
a whole; or

(e) a "change of control" of the Company shall have occurred under the
Credit Agreement and the lenders thereunder shall have exercised their
right not to thereafter make loans to the Company under the Credit
Agreement or to demand immediate repayment of all outstanding loans.

The foregoing conditions are for the Company's sole benefit and may be
asserted by the Company regardless of the circumstances giving rise to any such
condition (including any action or inaction by the Company) or may be waived by
the Company in whole or in part. The Company's failure at any time to exercise
any of the foregoing rights shall not be deemed a waiver of any such right, and
each such right shall be deemed an ongoing right that may be asserted at any
time and from time to time. In certain circumstances, if the Company waives any
of the foregoing conditions, it may be required to extend the Expiration Date of
the Offer. Any determination by the Company concerning the events described
above and any related judgment or decision by the Company regarding the
inadvisability of proceeding with the purchase of or payment for any Shares
tendered will be final and binding on all parties.

7. PRICE RANGE OF SHARES; DIVIDENDS

The Shares are listed and principally traded on the NYSE. The high and low
sales prices per Share on the NYSE Composite Tape as compiled from published
financial sources and the quarterly cash dividends declared per Share for the
periods indicated are listed below:

<TABLE>
<CAPTION>
DIVIDENDS
HIGH LOW DECLARED
---- ---- ---------
<S> <C> <C> <C>
1995:
1st Quarter............................................ $13 3/8 $ 9 $ --
2nd Quarter............................................ 14 1/4 10 1/4 --
3rd Quarter............................................ 15 5/8 11 1/4 --
4th Quarter............................................ 12 1/4 8 7/8 .04
1996:
1st Quarter............................................ $14 1/4 $ 9 1/8 $.04
2nd Quarter............................................ 13 7/8 9 7/8 .04
3rd Quarter............................................ 13 7/8 9 .04
4th Quarter............................................ 14 1/2 11 3/4 .04
1997:
1st Quarter............................................ $14 1/2 $13 $.04
2nd Quarter (through April 3, 1997).................... 13 1/2 13 --
</TABLE>

On April 2, 1997, the last full trading day on the NYSE preceding
announcement of the Offer, the closing per Share sales price as reported on the
NYSE Composite Tape was $13 1/4. On April 3, 1997, the last full trading day on
the NYSE preceding commencement of the Offer, the closing per Share sales price
as reported

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<PAGE> 17

on the NYSE Composite Tape was $13. THE COMPANY URGES STOCKHOLDERS TO OBTAIN
CURRENT QUOTATIONS OF THE MARKET PRICE OF THE SHARES.

On January 26, 1993, the Board of Directors of the Company adopted the
Rights Agreement pursuant to which Rights were distributed to stockholders on
the basis of one Right for each Share held. In general, the Rights become
exercisable or transferable only upon the occurrence of certain events related
to changes in ownership of the Shares. Once exercisable, each Right entitles its
holder to purchase from the Company one Share at a purchase price of $60 per
Share (the "Exercise Price"), subject to adjustment. Upon the occurrence of
certain other events related to changes in the ownership of the Shares, each
holder of a Right would be entitled to receive, upon exercise, (i) that number
of Shares having a market value of two times the Exercise Price or (ii) that
number of shares of an acquiring corporation's common stock having a market
value of two times the Exercise Price. The Rights expire on February 8, 2003
and, subject to certain conditions, may be redeemed by the Board of Directors at
any time at a price of $.01 per Right. The Rights are not currently exercisable
and trade together with the Shares associated therewith. Absent circumstances
causing the Rights to become exercisable or separately tradable prior to the
Expiration Date, the tender of any Shares pursuant to the Offer will include the
tender of the associated Rights. No separate consideration will be paid for such
Rights. Upon the purchase of Shares by the Company pursuant to the Offer, the
sellers of the Shares so purchased will no longer own the Rights associated with
such Shares.

8. PURPOSE OF THE OFFER; CERTAIN EFFECTS OF THE OFFER

On March 19, 1997, the Company's Board met to consider a number of
alternatives to maximize the value of the Shares. At the meeting, the Board
determined that the Stock Repurchase Program then under consideration by the
Board would serve the best interests of the Company and its stockholders and
would be responsive to the desires of many of the Company's stockholders as
expressed to management of the Company at recent meetings held with
stockholders. Accordingly, at the meeting the Board authorized the repurchase by
the Company of up to $85 million of Shares, to be implemented in two parts. The
first part of the Stock Repurchase Program, which was to commence as soon as
practicable, consisted of open market purchases funded by $35 million in
borrowings under the Company's existing bank loan facility. The second $50
million part of the Stock Repurchase Program, which could be effected by open
market or privately negotiated transactions, tender offers or otherwise as
determined by the Board, is to be submitted to the Company's stockholders for
their consideration and approval at the Special Meeting. It currently is
contemplated that, if approved by stockholders, any such repurchases pursuant to
the second part of the Stock Repurchase Program would be funded through the
issuance of a new series of preferred stock of the Company. Following the March
19, 1997 Board meeting, the Company commenced open market purchases of Shares
pursuant to first part of the Stock Repurchase Program. The open market
purchases were conducted pursuant to Rule 10b-18 promulgated under the Exchange
Act and, in order to give all stockholders the opportunity to participate, Smith
Barney Inc., acting on behalf of the Company, was instructed not to solicit
purchases of Shares. Due to the low number of Shares available for purchase by
the Company in the open market since the commencement of the Stock Repurchase
Program (see Schedule I hereto for details of the Shares purchased by the
Company), the Board determined to terminate open market purchases and instead to
implement the first part of the Stock Repurchase Program through the Offer.

The Company is making the Offer to afford to those stockholders who desire
liquidity an opportunity to sell all or a portion of their Shares without the
usual transaction costs associated with open market sales. After the Offer is
completed, the Company expects to have sufficient cash flow and access to other
sources of capital to continue to fund its on-going capital improvement program
and other growth initiatives.

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<PAGE> 18

The Board of Directors believes that, given the Company's business, assets
and prospects, the purchase of the Shares pursuant to the Offer is an attractive
investment that will benefit the Company and its remaining stockholders. The
Offer provides stockholders who are considering a sale of all or a portion of
their Shares the opportunity to determine the price or prices (not greater than
$16.00 nor less than $14.00 per Share) at which they are willing to sell their
Shares and, if any such Shares are purchased pursuant to the Offer, to sell
those Shares for cash to the Company without the usual costs associated with a
market sale. The Offer would also allow Odd Lot Owners whose Shares are
purchased pursuant to the Offer to avoid both the payment of brokerage
commissions and any applicable odd lot discounts payable on sales of odd lots on
a securities exchange. To the extent the purchase of Shares in the Offer results
in a reduction in the number of stockholders of record, the costs to the Company
for services to stockholders should be reduced. The Offer also allows
stockholders to sell a portion of their Shares while retaining a continuing
equity interest in the Company if they so desire. Stockholders who determine not
to accept the Offer will increase their proportionate interest in the Company's
equity, and therefore in the Company's future earnings and assets, subject to
the Company's right to issue additional Shares and other equity securities in
the future.

The Board of Directors has determined that the Company's financial
condition and outlook and current market conditions, including recent trading
prices of the Shares, make this an attractive time to repurchase a significant
portion of the outstanding Shares, taking into account the increased interest
expense and debt amortization and financial and operating constraints associated
with the borrowing required to fund the Offer. In the view of the Board of
Directors, the Offer represents an attractive investment and use of the
Company's cash generation abilities that should benefit the Company and its
stockholders over the long term. In particular, the Board of Directors believes
that the purchase of Shares at this time is consistent with the Company's long
term corporate goal of seeking to increase stockholder value.

THE BOARD OF DIRECTORS OF THE COMPANY HAS APPROVED THE MAKING OF THE OFFER.
HOWEVER, STOCKHOLDERS MUST MAKE THEIR OWN DECISIONS WHETHER TO TENDER SHARES
AND, IF SO, HOW MANY SHARES TO TENDER AND THE PRICE OR PRICES AT WHICH SHARES
SHOULD BE TENDERED. NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS MAKES ANY
RECOMMENDATION TO ANY STOCKHOLDER AS TO WHETHER TO TENDER OR REFRAIN FROM
TENDERING SHARES AND NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS HAS
AUTHORIZED ANY PERSON TO MAKE ANY SUCH RECOMMENDATION. THE COMPANY HAS BEEN
ADVISED THAT NONE OF ITS DIRECTORS, EXECUTIVE OFFICERS OR THEIR RESPECTIVE
AFFILIATES INTENDS TO TENDER ANY SHARES PURSUANT TO THE OFFER.

As of March 31, 1997, no person was known by the Company to be the
beneficial owner of more than 5% of the outstanding Shares, except that: (a) the
Company understands from publicly available reports to the Commission that the
Wyser-Pratte Group (at 63 Wall Street, New York, New York 10005) may be deemed
to be a group for federal securities law purposes beneficially owning in the
aggregate 2,483,800 Shares or approximately 13.2% of the outstanding Shares. If
the Company purchases 2,156,250 Shares pursuant to the Offer, assuming no Shares
beneficially owned by the Wyser-Pratte Group are tendered in the Offer, Shares
beneficially owned by the Wyser-Pratte Group would represent 14.9% of the
outstanding Shares; and (b) the Company understands from publicly available
reports to the Commission that David C. Swalm and certain affiliates
(collectively, "Swalm") (at 11102 Hedwig Lane, Houston, Texas 77024) may be
deemed to be a group for federal securities law purposes beneficially owning in
the aggregate 1,850,000 Shares or approximately 9.8% of the outstanding Shares.
If the Company purchases 2,156,250 Shares pursuant to the Offer, assuming no
Shares beneficially owned by Swalm are tendered in the Offer, Shares
beneficially owned by Swalm would represent 11.1% of the outstanding Shares.

The Company may in the future purchase Shares in the open market, in
private transactions, through tender offers or otherwise. However, Rule 13e-4
under the Exchange Act prohibits the Company from making any purchases of Shares
until 10 business days after the Expiration Date, other than pursuant to the
Offer. Any Share purchases the Company may choose to make may be on the same
terms as, or on terms more or less favorable to stockholders than, the terms of
the Offer. Any possible future purchases by the Company will

18
<PAGE> 19

depend on numerous factors, including the market price of the Shares, the
results of the Offer, the Company's business and financial condition and general
economic and market conditions.

Shares the Company acquires pursuant to the Offer will be retained as
treasury stock (unless and until the Company determines to retire such Shares)
and be available for issue without further stockholder action (except as
required by applicable law or, if retired, the rules of any securities exchange
on which Shares are listed) for purposes including, but not limited to, the
acquisition of other businesses, raising of additional capital for use in the
Company's businesses, and satisfaction of obligations under existing or future
employee benefit plans. The Company has no current plan for issuance of Shares
repurchased pursuant to the Offer.

Except as disclosed in this Offer to Purchase, the Company currently has no
plans or proposals that relate to or would result in (a) the acquisition by any
person of additional securities of the Company or the disposition of securities
of the Company; (b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any or all of its
subsidiaries; (c) a sale or transfer of a material amount of assets of the
Company or any of its subsidiaries; (d) any change in the present Board of
Directors or management of the Company; (e) any material change in the present
dividend rate or policy, or indebtedness or capitalization of the Company; (f)
any other material change in the Company's corporate structure or business; (g)
any material change in the Company's Restated Certificate of Incorporation or
Amended and Restated By-Laws or any actions which may impede the acquisition of
control of the Company by any person; (h) a class of equity security of the
Company being delisted from a national securities exchange; (i) a class of
equity security of the Company becoming eligible for termination of registration
pursuant to Section 12(g)(4) of the Exchange Act; or (j) the suspension of the
Company's obligation to file reports pursuant to Section 15(d) of the Exchange
Act.

9. INTERESTS OF DIRECTORS AND EXECUTIVE OFFICERS; TRANSACTIONS AND ARRANGEMENTS
CONCERNING THE SHARES

As of March 31, 1997, there were 18,816,453 Shares outstanding. As of March
31, 1997, there were 1,155,914 Shares issuable upon the exercise of all
outstanding Options. As of March 31, 1997, the Company's directors and executive
officers as a group (15 persons) beneficially owned 1,661,430 Shares (including
350,919 Shares issuable upon the exercise of Options exercisable within 60 days
of such date), which constituted approximately 8.7% of the outstanding Shares
(including Shares issuable if Options held by the Company's directors and
executive officers exercisable within 60 days of such date were exercised) at
such time. If the Company purchases 2,156,250 Shares pursuant to the Offer
(approximately 11.5% of the outstanding Shares as of March 31, 1997) and no
director or executive officer tenders Shares pursuant to the Offer (as is
intended by the directors and executive officers), then after the purchase of
Shares pursuant to the Offer, the Company's directors and executive officers as
a group would beneficially own approximately 9.8% of the outstanding Shares
(including Shares issuable if Options held by the Company's directors and
executive officers exercisable within 60 days of such date were exercised). As
of March 31, 1997, no director or executive officer had beneficial ownership of
more than 1% of the outstanding Shares, except Richard C. Perry and Stephen C.
Swid, each a Director of the Company, whose beneficial ownership was
approximately 3.2% and 3.4%, respectively, of the outstanding Shares. If the
Company purchases 2,156,250 Shares pursuant to the Offer, assuming no Shares
beneficially owned by Messrs. Perry and Swid are tendered in the Offer (as is
intended by Messrs. Perry and Swid), Shares beneficially owned by Messrs. Perry
and Swid would represent approximately 3.5% and 3.8%, respectively, of the
outstanding Shares (including Shares issuable if Options held by the Company's
directors and executive officers exercisable within 60 days of such date were
exercised).

Except as set forth in Schedule I hereto, based on the Company's records
and information provided to the Company by its directors, executive officers,
associates and subsidiaries, neither the Company nor any of its associates or
subsidiaries or persons controlling the Company nor, to the best of the
Company's knowledge, any of the directors or executive officers of the Company
or any of its subsidiaries, nor any associates or subsidiaries of any of the
foregoing, has effected any transactions in the Shares during the 40 business
days prior to the date hereof.

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<PAGE> 20

Except as set forth in this Offer to Purchase, neither the Company or any
person controlling the Company nor, to the Company's knowledge, any of its
directors or executive officers, is a party to any contract, arrangement,
understanding or relationship with any other person relating, directly or
indirectly, to the Offer with respect to any securities of the Company
(including, but not limited to, any contract, arrangement, understanding or
relationship concerning the transfer or the voting of any such securities, joint
ventures, loan or option arrangements, puts or calls, guarantees of loans,
guarantees against loss or the giving or withholding of proxies, consents or
authorizations).

10. SOURCE AND AMOUNT OF FUNDS

Assuming that the Company purchases 2,156,250 Shares pursuant to the Offer
at the maximum specified purchase price of $16.00 per Share, the Company expects
the maximum aggregate cost, including all fees and expenses applicable to the
Offer, to be approximately $35,500,000. The Company anticipates that the funds
necessary to pay such amounts will be provided by borrowings under the existing
credit facilities of the Company.

The Company intends to fund the Offer through borrowings under the Credit
Agreement. The Credit Agreement provides the Company with a line of credit in
the amount of $150 million for a seven-year term, which is expected to be
increased to approximately $225 million. Borrowings under the Credit Agreement
bear interest at a floating rate based on the prime rate or, at the Company's
option, on the reserve-adjusted London Interbank offered rate and is secured by
the pledge of substantially all of the assets of the Company, including
inventory and accounts receivable and the proceeds thereof, but excluding the
Company's styrene plant in Odessa, Texas and the assets of its English
subsidiary. The Credit Agreement contains covenants which limit, among other
things, the incurrence of additional indebtedness by the Company, the payment of
dividends, the creation of liens on the Company's assets, the making of certain
investments by the Company, certain mergers, sales of certain fixed assets and
the prepayment of the Company's Senior Notes. The Credit Agreement also contains
certain financial covenants relating to the financial condition of the Company,
including covenants relating to interest coverage and a leverage ratio. In
addition, the Credit Agreement contains change of control provisions. See
"Introduction." A copy of the Credit Agreement has been filed with the
Commission as exhibits to the Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1996 and the Company's Annual Report on Form 10-K for
the year ended December 31, 1996 and is incorporated by reference herein.

The Company expects to repay indebtedness incurred under the Credit
Agreement as a result of the Offer through cash flow from operations and/or
future borrowings.

11. CERTAIN INFORMATION ABOUT THE COMPANY

The Company is the result of a combination of three businesses operated by
predecessor entities. In 1958, a subsidiary of The El Paso Company ("El Paso")
constructed a styrene plant in Odessa, Texas. In 1960, El Paso and a predecessor
of Dart Industries Inc. ("Dart") formed a joint venture to produce ethylene,
propylene, polyethylene and polypropylene in Odessa, Texas. El Paso subsequently
acquired the plastic film business of Dart in 1979 and full ownership of these
businesses by 1983. In 1983, El Paso sold its petrochemical, polyolefin and
plastic film business to a management-led group of investors, who consolidated
the businesses under a Delaware corporation named Rexene Corporation ("Old
Rexene"). In 1988 Old Rexene was sold to an investor group organized by an
investment banking firm.

In October 1991, Old Rexene filed a petition for reorganization under the
federal bankruptcy laws. On September 19, 1992, Old Rexene emerged from
bankruptcy in accordance with a plan of reorganization providing for the merger
of Old Rexene into its wholly-owned operating subsidiary, Rexene Products
Company, a Delaware corporation, which subsequently changed its name to Rexene
Corporation.

The corporate headquarters of the Company are located at 5005 LBJ Freeway,
Dallas, Texas 75244, and its telephone number is 972-450-9000.

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<PAGE> 21

The Company manufactures and markets a wide variety of products through its
two operating divisions, Rexene Products Company division and the CT Film
division. The products range from value added specialty products, such as
customized plastic films, to commodity petrochemicals, such as styrene. These
products are sold to a diverse customer base and are used in a wide variety of
industrial and consumer-related applications. The Company's principal products
are polyethylene, polypropylene, REXtac(R) amorphous polyalphaolefin ("APAO")
and REXflex(R) flexible polyolefin ("FPO") polymers, styrene and plastic film.
In addition, the Company manufactures, primarily for its own consumption,
ethylene and propylene, the two basic chemical building blocks of the Company's
principal products. The Company manufactures polymers and petrochemicals at an
integrated facility in Odessa, Texas (the "Odessa Facility") which is located
near supplies of most of its feedstocks and plastic film at five plants located
in the United States and England.

In December 1996, the Company completed construction of its new FPO plant
at the Odessa Facility and commenced commercial production of REXflex(R) FPO, a
flexible polyolefin produced by the Company using a proprietary process. The
Company, which is the only producer of FPO, has begun marketing REXflex(R) FPO
in the medical, personal care, automotive and industrial markets. Because of its
flexibility and other performance characteristics, its applications include
medical bags and tubing, nonwovens, personal care products, automotive interior
uses, industrial sheeting, film and insulation.

Plastic film, polyethylene, polypropylene, APAO, FPO and styrene and used
by the Company's customers in different industrial processes to manufacture many
diverse finished goods.

Historical Financial Information. The following table sets forth certain
summary historical consolidated financial information of the Company and its
subsidiaries. The historical financial information for fiscal years 1996 and
1995 (other than the ratios of earnings to fixed charges) has been derived from,
and should be read in conjunction with, the audited consolidated financial
statements of the Company as reported in the Company's Annual Reports on Form
10-K for the fiscal years ended December 31, 1996 and December 31, 1995 and is
hereby incorporated herein by reference. The summary historical consolidated
financial information should be read in conjunction with, and is qualified in
its entirety by reference to, the audited financial statements and the related
notes thereto from which it has been derived. Copies of reports may be inspected
or obtained from the Commission in the manner specified in "-- Additional
Information" below.

21
<PAGE> 22

SUMMARY HISTORICAL CONSOLIDATED FINANCIAL INFORMATION
(IN THOUSANDS, EXCEPT FOR RATIOS AND PER SHARE DATA)

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
--------------------------
1996 1995
-------- ------------
<S> <C> <C>
Consolidated Statements of Operations
Data:
Net sales............................. $587,761 $615,238
Operating income...................... $63,436 $125,146
Net income............................ $29,731 $65,443
Net income per share.................. $1.55 $3.42
Weighted average shares outstanding... 19,168 19,126
Dividends per share..................... $.16 $.04
Ratio of earnings to fixed charges(1)... 2.47 4.39
</TABLE>

<TABLE>
<CAPTION>
AT DECEMBER 31,
--------------------------
1996 1995
-------- ------------
<S> <C> <C>
Consolidated Balance Sheet Data:
Working capital....................... $92,089 $108,416
Total assets.......................... $597,542 $520,591
Long-term debt and other noncurrent
liabilities........................ $350,383 $296,080
Stockholders' equity.................. $169,051 $140,151
Book value per share.................. $8.99 $7.48
Shares outstanding.................... 18,808 18,745
</TABLE>

- ---------------

(1) The ratio of earnings to fixed charges was computed by dividing pre-tax
income before fixed charges, excluding capitalized interest, by fixed
charges. Fixed charges consist of interest, both expensed and capitalized,
amortization of debt issue expense and one-third of rent expense, which
approximates the interest factor.

Pro Forma Financial Information. The following summary unaudited
consolidated pro forma financial information gives effect to the purchase of
Shares pursuant to the Offer as if it had occurred on January 1, 1996. The pro
forma financial information should be read in conjunction with the historical
consolidated financial information incorporated herein by reference and does not
purport to be indicative of the results that would actually have been obtained,
or that may be obtained in the future, had the purchase of the Shares pursuant
to the Offer been completed at the dates indicated.

22
<PAGE> 23

SUMMARY UNAUDITED CONSOLIDATED PRO FORMA FINANCIAL INFORMATION
(IN THOUSANDS, EXCEPT FOR RATIOS AND PER SHARE DATA)

<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31, 1996
------------------------------------
PRO FORMA
----------------------
ASSUMED ASSUMED
$14.00 $16.00
PER SHARE PER SHARE
PURCHASE PURCHASE
HISTORICAL PRICE PRICE
---------- --------- ---------
<S> <C> <C> <C>
Consolidated Statement of Operations Data:
Net sales................................................. $587,761 $587,761 $587,761
Operating income.......................................... $63,436 $63,436 $63,436
Net income................................................ $29,731 $28,209 $27,995
Net income per share...................................... $1.55 $1.66 $1.65
Weighted average shares outstanding....................... 19,168 17,000 17,000
Ratio of earnings to fixed charges.......................... 2.47 2.27 2.24
</TABLE>

<TABLE>
<CAPTION>
AT
DECEMBER 31, 1996
------------------------------------
PRO FORMA
----------------------
ASSUMED ASSUMED
$14.00 $16.00
PER SHARE PER SHARE
PURCHASE PURCHASE
HISTORICAL PRICE PRICE
---------- --------- ---------
<S> <C> <C> <C>
Consolidated Balance Sheet Data:
Working capital........................................... $92,089 $91,439 $91,439
Total assets.............................................. $597,542 $596,892 $596,892
Long-term debt and other noncurrent liabilities........... $350,383 $381,071 $385,383
Stockholders' equity...................................... $169,051 $137,713 $133,401
Book value per share...................................... $8.99 $8.28 $8.02
Shares outstanding........................................ 18,808 16,640 16,640
</TABLE>

The following assumptions regarding the Offer were made in arriving at the
pro forma financial information:

(1) The information assumes 2,156,250 Shares are repurchased at a $14.00 per
Share price and a $16.00 per Share price, respectively, and the March 1997
open market purchases of 11,500 Shares. The repurchase was assumed to be
financed by borrowings under the Credit Agreement.

(2) Interest expense was increased for the periods presented for the additional
long-term debt assumed to be used to finance the repurchase of Shares as of
January 1, 1996. The assumed rate on the additional borrowings was 8%.

(3) Income tax benefit on the increased interest expense was computed at an
assumed marginal rate of 38%.

(4) Expenses directly related to the Offer are assumed to be $1.0 million and
are charged against stockholders' equity.

(5) The ratio of earnings to fixed charges was computed by dividing pre-tax
income before fixed charges, excluding capitalized interest, by fixed
charges. Fixed charges consist of interest, both expensed and capitalized,
amortization of debt issue expense and one-third of rent expense, which
approximates the interest factor.

(6) The aggregate consideration to be paid by the Company to purchase Shares
pursuant to the Offer will not exceed $34.5 million. If 2,464,285 Shares
were available for purchase at $14.00 per Share and the Company were to
elect to exercise its right to purchase such number of Shares, pro forma
book value per Share would be $8.17 and pro forma net income per Share would
be $1.68.

23
<PAGE> 24

Additional Information. The Company is subject to the informational filing
requirements of the Exchange Act and, in accordance therewith, is obligated to
file reports and other information with the Commission relating to its business,
financial condition and other matters. Information, as of particular dates,
concerning the Company's directors and officers, their remuneration, options
granted to them, the principal holders of the Company's securities and any
material interest of such persons in transactions with the Company is required
to be disclosed in proxy statements distributed to the Company's stockholders
and filed with the Commission. Such reports, proxy statements and other
information can be inspected and copied at the public reference facilities
maintained by the Commission at 450 Fifth Street, N.W., Room 2120, Washington,
D.C. 20549; at its regional offices located at 500 West Madison Street, Suite
1400, Chicago, Illinois 60661-2511; and 7 World Trade Center, New York, New York
10048. Copies of such material may also be obtained by mail, upon payment of the
Commission's customary charges, from the Public Reference Section of the
Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington D.C. 20549.
The Commission also maintains a Web site on the World Wide Web at
http://www.sec.gov that contains reports, proxy and information statements and
other information regarding registrants that file electronically with the
Commission. Such reports, proxy statements and other information concerning the
Company also can be inspected at the offices of the NYSE, 20 Broad Street, New
York, New York 10005, on which the Shares are listed.

12. EFFECTS OF THE OFFER ON THE MARKET FOR SHARES; REGISTRATION UNDER THE
EXCHANGE ACT

The Company's purchase of Shares pursuant to the Offer will reduce the
number of Shares that might otherwise trade publicly and is likely to reduce the
number of stockholders. Nonetheless, the Company believes that there will still
be a sufficient number of Shares outstanding and publicly traded following the
Offer to ensure a continued trading market in the Shares. Based on the published
guidelines of the NYSE, the Company does not believe that its purchase of Shares
pursuant to the Offer will cause its remaining Shares to be delisted from such
exchange.

The Shares are currently "margin securities" under the rules of the Federal
Reserve Board. This has the effect, among other things, of allowing brokers to
extend credit on the collateral of the Shares. The Company believes that,
following the purchase of Shares pursuant to the Offer, the Shares will continue
to be "margin securities" for purposes of the Federal Reserve Board's margin
regulations.

The Shares are registered under the Exchange Act, which requires, among
other things, that the Company furnish certain information to its stockholders
and to the Commission and comply with the Commission's proxy rules in connection
with meetings of the Company's stockholders. The Company believes that its
purchase of Shares pursuant to the Offer will not result in the Shares becoming
eligible for deregistration under the Exchange Act.

13. CERTAIN LEGAL MATTERS; REGULATORY APPROVALS

The Company is not aware of any license or regulatory permit material to
its business that might be adversely affected by its acquisition of Shares as
contemplated in the Offer or of any approval or other action by any government
or governmental, administrative or regulatory authority or agency, domestic or
foreign, that would be required for the Company's acquisition or ownership of
Shares as contemplated by the Offer. Should any such approval or other action be
required, the Company currently contemplates that it will seek such approval or
other action. The Company cannot predict whether it may determine that it is
required to delay the acceptance for payment of, or payment for, Shares tendered
pursuant to the Offer pending the outcome of any such matter. There can be no
assurance that any such approval or other action, if needed, would be obtained
or would be obtained without substantial conditions or that the failure to
obtain any such approval or other action might not result in adverse
consequences to the Company's business. The Company's obligations under the
Offer to accept for payment and pay for Shares are subject to certain
conditions. See Section 6.

The consent of the lenders under the Credit Agreement was required to
permit the making of the Offer, which consent was obtained prior to the date
hereof.

24
<PAGE> 25

14. CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES

The following summary describes certain United States federal income tax
consequences relevant to the Offer. The discussion contained in this summary is
based upon the Internal Revenue Code of 1986, as amended to the date hereof (the
"Code"), existing and proposed Treasury regulations promulgated thereunder,
rulings, administrative pronouncements and judicial decisions, changes to which
could materially affect the tax consequences described herein and could be made
on a retroactive basis.

This summary discusses only Shares held as capital assets, within the
meaning of Section 1221 of the Code, and does not address all of the tax
consequences that may be relevant to particular stockholders in light of their
personal circumstances, or to certain types of stockholders (such as certain
financial institutions, dealers in securities or commodities, insurance
companies, tax-exempt organizations or persons who hold Shares as a position in
a "straddle" or as a part of a "hedging" or "conversion" transaction for United
States federal income tax purposes). In particular, the discussion of the
consequences of an exchange of Shares for cash pursuant to the Offer applies
only to a United States Holder. For purposes of this summary, a "United States
Holder" is a holder of Shares that is (a) a citizen or resident of the United
States, (b) a corporation, partnership or other entity created or organized in
or under the laws of the United States, any state or any political subdivision
thereof, or (c) an estate or trust the income of which is subject to United
States federal income taxation regardless of its source.

This discussion does not address the tax consequences to foreign
stockholders who will be subject to United States federal income tax on a net
basis on the proceeds of their exchange of Shares pursuant to the Offer because
such income is effectively connected with the conduct of a trade or business
within the United States. Such stockholders are generally taxed in a manner
similar to United States Holders; however, certain special rules apply. Foreign
stockholders who are not subject to United States federal income tax on a net
basis should see Section 3 for a discussion of the applicable United States
withholding rules and the potential for obtaining a refund of all or a portion
of the tax withheld.

The summary may not be applicable with respect to Shares acquired as
compensation (including Shares acquired upon the exercise of options or which
were or are subject to forfeiture restrictions). The summary also does not
address the state, local or foreign tax consequences of participating in the
Offer. EACH STOCKHOLDER SHOULD CONSULT SUCH STOCKHOLDER'S TAX ADVISOR AS TO THE
PARTICULAR CONSEQUENCES OF PARTICIPATING IN THE OFFER.

United States Holders Who Receive Cash Pursuant to the Offer. An exchange
of Shares for cash pursuant to the Offer by a United States Holder will be a
taxable transaction for United States federal income tax purposes. As a
consequence of the exchange, a United States Holder will, depending on such
holder's particular circumstances, be treated either as having sold such
holder's Shares or as having received a dividend distribution from the Company,
in each case with the tax consequences described below.

Under Section 302 of the Code, a United States Holder whose Shares are
exchanged for cash pursuant to the Exchange will be treated as having sold such
holder's Shares, and thus will recognize gain or loss, if the exchange (a)
results in a "complete termination" of such holder's equity interest in the
Company, (b) is "substantially disproportionate" with respect to such holder or
(c) is "not essentially equivalent to a dividend" with respect to the holder,
each as discussed below. In applying these tests, a United States Holder will be
treated as owing Shares actually or constructively owned by certain related
individuals and entities (including by reason of options).

If a United States Holder sells Shares to persons other than the Company at
or about the time such holder also sells Shares to the Company pursuant to the
Offer, and the various sales effected by the holder are part of an overall plan
to reduce or terminate such holder's proportionate interest in the Company, then
the sales to persons other than the Company may, for United States federal
income tax purposes, be integrated with the holder's sale of Shares pursuant to
the Offer and, if integrated, should be taken into account in determining
whether the holder satisfies any of the three tests described below.

25
<PAGE> 26

A United States Holder that exchanges all Shares actually and
constructively owned by such holder for cash pursuant to the Offer will be
treated as having completely terminated such holder's equity interest in the
Company.

An exchange of Shares for cash will be "substantially disproportionate"
with respect to a United States Holder if the percentage of the then outstanding
Shares actually and constructively owned by such holder immediately after the
exchange pursuant to the Offer is less than 80% of the percentage of the Shares
actually and constructively owned by such holder immediately before the
exchange.

A United States Holder will satisfy the "not essentially equivalent to a
dividend" test if the reduction in such holder's actual and constructive
proportionate interest in the Company constitutes a "meaningful reduction" given
such holder's particular facts and circumstances. The IRS has indicated in
published rulings that any reduction in the percentage interest of a stockholder
whose relative stock interest in a publicly held corporation is minimal (an
interest of less than 1% should satisfy this requirement) and who exercises no
control over corporate affairs should constitute such a "meaningful reduction."

If a United States Holder is treated as having sold such holder's Shares
under any of the three tests described above, such holder will recognize gain or
loss equal to the difference between the amount of cash received and such
holder's tax basis in the Shares exchanged therefor. Any such gain or loss will
be capital gain or loss and will be long-term capital gain or loss if the
holding period of the Shares exceeds one year as of the date of the exchange.

If, however, a United States Holder's exchange of Shares pursuant to the
Offer is not treated under Section 302 as a sale, the entire amount of cash
received by such holder will be treated as a dividend distribution. To the
extent of the Company's current and accumulated earnings and profits, which the
Company anticipates will be sufficient to cover the amount of any such dividend,
such distribution will be includible in the holder's gross income as ordinary
income in its entirety, without reduction for the tax basis of the Shares
exchanged. No loss will be recognized. The United States Holder's tax basis in
the Shares exchanged generally will be added to such holder's tax basis in such
holder's remaining Shares. To the extent that cash received in exchange for
Shares is treated as a dividend to a corporate United States Holder, such holder
will be (i) eligible for a dividends-received deduction (subject to applicable
limitations) and (ii) subject to the "extraordinary dividend" provisions of the
Code. Any cash received by a United States Holder in excess of the Company's
current and accumulated earnings and profits will be treated first as a tax-free
return of such holder's tax basis in all of his or her Shares and thereafter as
capital gain.

The Company cannot predict whether or to what extent the Offer will be
oversubscribed. If the Offer is oversubscribed, proration of tenders pursuant to
the Offer will cause the Company to accept fewer Shares than are tendered.
Therefore, a holder can be given no assurance that a sufficient number of such
holder's Shares will be exchanged pursuant to the Offer to ensure that such
exchange will be treated as a sale, rather than as a dividend, for United States
federal income tax purposes pursuant to the rules discussed above.

Stockholders Who Do Not Receive Cash Pursuant to the Offer. Stockholders
whose Shares are not exchanged pursuant to the Offer will not incur any tax
liability as a result of the consummation of the Offer.

See Section 3 with respect to the application of United States federal
income tax withholding to payments made to foreign stockholders and of backup
withholding.

THE TAX DISCUSSION SET FORTH ABOVE IS INCLUDED FOR GENERAL INFORMATION
ONLY. EACH STOCKHOLDER IS URGED TO CONSULT SUCH HOLDER'S OWN TAX ADVISOR TO
DETERMINE THE PARTICULAR TAX CONSEQUENCES TO HIM OR HER OF THE OFFER, INCLUDING
THE APPLICABILITY AND EFFECT OF STATE, LOCAL AND FOREIGN TAX LAWS.

15. EXTENSION OF THE OFFER; TERMINATION; AMENDMENTS

The Company expressly reserves the right, in its sole discretion, at any
time and from time to time, and regardless of whether or not any of the events
set forth in Section 6 shall have occurred or shall be deemed by

26
<PAGE> 27

the Company to have occurred, to extend the period of time during which the
Offer is open and thereby delay acceptance for payment of, and payment for, any
Shares by giving oral or written notice of such extension to the Depositary and
making a public announcement thereof. The Company also expressly reserves the
right, in its sole discretion, to terminate the Offer and not accept for payment
or pay for any Shares not theretofore accepted for payment or paid for or,
subject to applicable law, to postpone payment for Shares upon the occurrence of
any of the conditions specified in Section 6 hereof by giving oral or written
notice of such termination or postponement to the Depositary and making a public
announcement thereof. Additionally, in certain circumstances, if the Company
waives any of the conditions of the Offer set forth in Section 6, it may be
required to extend the Expiration Date of the Offer. The Company's reservation
of the right to delay payment for Shares that it has accepted for payment is
limited by Rule 13e-4(f)(5) promulgated under the Exchange Act, which requires
that the Company must pay the consideration offered or return the Shares
tendered promptly after termination or withdrawal of a tender offer. Subject to
compliance with applicable law, the Company further reserves the right, in its
sole discretion, and regardless of whether any of the events set forth in
Section 6 shall have occurred or shall be deemed by the Company to have
occurred, to amend the Offer in any respect (including, without limitation, by
decreasing or increasing the consideration offered in the Offer to holders of
Shares or by decreasing or increasing the number of Shares being sought in the
Offer). Amendments to the Offer may be made at any time and from time to time
effected by public announcement thereof, such announcement, in the case of an
extension, to be issued no later than 9:00 A.M., New York City time, on the next
business day after the last previously scheduled or announced Expiration Date.
Any public announcement made pursuant to the Offer will be disseminated promptly
to stockholders in a manner reasonably designated to inform stockholders of such
change. Without limiting the manner in which the Company may choose to make any
public announcement, except as provided by applicable law (including Rule
13e-4(e)(2) promulgated under the Exchange Act), the Company shall have no
obligation to publish, advertise or otherwise communicate any such public
announcement other than by making a release to the Dow Jones News Service.

If the Company makes a material change in the terms of the Offer or the
information concerning the Offer, or if it waives a material condition of the
Offer, the Company will extend the Offer to the extent required by Rules
13e-4(d)(2) and 13e-4(e)(2) promulgated under the Exchange Act, which require
that the minimum period during which an offer must remain open following
material changes in the terms of the offer or information concerning the offer
(other than a change in price or a change in percentage of securities sought)
will depend upon the facts and circumstances, including the relative materiality
of such terms or information. If (i) the Company increases or decreases the
price to be paid for Shares, the Company increases or decreases the Dealer
Managers' fee, the Company increases the number of Shares being sought and such
increase in the number of Shares being sought exceeds 2% of the outstanding
Shares, or the Company decreases the number of Shares being sought, and (ii) the
Offer is scheduled to expire at any time earlier than the expiration of a period
ending on the tenth business day from, and including, the date that notice of
such increase or decrease is first published, sent or given, the Offer will be
extended until the expiration of such period of ten business days.

16. FEES AND EXPENSES

The Company has retained Smith Barney Inc. ("Smith Barney") and Schroder
Wertheim & Co. Incorporated ("Schroder Wertheim") to act as the Dealer Managers
in connection with the Offer. Smith Barney and Schroder Wertheim will each
receive a fee equal to 1% of the value of the Shares purchased in the Offer, but
in no event less than $0.05 per Share purchased in the Offer, for their services
as Dealer Managers. The Company also has agreed to reimburse Smith Barney and
Schroder Wertheim for certain expenses incurred in connection with the Offer,
including out-of-pocket expenses and reasonable attorney's fees and
disbursements, and to indemnify Smith Barney and Schroder Wertheim against
certain liabilities in connection with the Offer, including certain liabilities
under the federal securities laws. Smith Barney and Schroder Wertheim have
rendered various investment banking and other advisory services to the Company
in the past, for which they have received customary compensation, and can be
expected to render similar services to the Company in the future. The Company
also has retained D.F. King & Co., Inc. as Information Agent and ChaseMellon
Shareholder Services, L.L.C. as Depositary in connection with the Offer. The
Information

27
<PAGE> 28

Agent and the Depositary will receive reasonable and customary compensation for
their services. The Company will also reimburse the Information Agent and the
Depositary for out-of-pocket expenses, including reasonable attorneys' fees, and
has agreed to indemnify the Information Agent and the Depositary against certain
liabilities in connection with the Offer, including certain liabilities under
the federal securities laws. The Dealer Managers and Information Agent may
contact stockholders by mail, telephone, telex, telegraph and personal
interviews, and may request brokers, dealers and other nominee stockholders to
forward materials relating to the Offer to beneficial owners. Neither the
Information Agent nor the Depositary has been retained to make solicitations or
recommendations in connection with the Offer.

The Company will not pay fees or commissions to any broker, dealer,
commercial bank, trust company or other person (other than the Dealer Managers)
for soliciting any Shares pursuant to the Offer. The Company will, however, on
request, reimburse such persons for customary handling and mailing expenses
incurred in forwarding materials in respect of the Offer to the beneficial
owners for which they act as nominees. No such broker, dealer, commercial bank
or trust company has been authorized to act as the Company's agent for purposes
of the Offer. The Company will pay (or cause to be paid) any stock transfer
taxes on its purchase of Shares, except as otherwise provided in Instruction 7
of the Letter of Transmittal.

17. MISCELLANEOUS

The Company is not aware of any jurisdiction where the making of the Offer
is not in compliance with applicable law. If the Company becomes aware of any
jurisdiction where the making of the Offer is not in compliance with any valid
applicable law, the Company will make a good faith effort to comply with such
law. If, after such good faith effort, the Company cannot comply with such law,
the Offer will not be made to (nor will tenders be accepted from or on behalf
of) the holders of Shares residing in such jurisdiction. In any jurisdiction the
securities or blue sky laws of which require the Offer to be made by a licensed
broker or dealer, the Offer is being made on the Company's behalf by the Dealer
Managers or one or more registered brokers or dealers licensed under the laws of
such jurisdiction.

Pursuant to Rule 13e-4 promulgated under the Exchange Act, the Company has
filed with the Commission an Issuer Tender Offer Statement on Schedule 13E-4
(the "Schedule 13E-4") which contains additional information with respect to the
Offer. The Schedule 13E-4, including the exhibits and any amendments thereto,
may be examined, and copies may be obtained, at the same places and in the same
manner as is set forth in Section 11 with respect to information concerning the
Company.

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY
REPRESENTATION ON BEHALF OF THE COMPANY OR THE DEALER MANAGERS IN CONNECTION
WITH THE OFFER OTHER THAN THOSE CONTAINED IN THIS OFFER TO PURCHASE OR IN THE
RELATED LETTER OF TRANSMITTAL. IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY
OR THE DEALER MANAGERS.

REXENE CORPORATION

April 4, 1997

28
<PAGE> 29

SCHEDULE I

CERTAIN TRANSACTIONS INVOLVING SHARES

Except as set forth below, based upon the Company's records and upon
information provided to the Company by its directors, executive officers,
associates and subsidiaries, neither the Company nor any of its associates or
subsidiaries or persons controlling the Company (of which the Company believes
there are none) nor, to the best of the Company's knowledge, any of the
directors or executive officers of the Company or any of its subsidiaries, nor
any associates or subsidiary of any of the foregoing, has effected any
transactions in the Shares during the 40 business days prior to April 4, 1997.

1. On March 7, 1997 (prior to the election of Richard C. Perry as a
director), Perry Partners L.P. sold 26,000 Shares to its affiliate, Perry
Partners International, Inc. at $13.875 per Share.

2. On March 10, 1997 (prior to his election as a director), Stephen C. Swid
made a charitable gift of 5,207 Shares.

3. The Company purchased 5,500 Shares in open market transactions on March
24, 1997 at a price of $13.75 per Share.

4. The Company purchased 2,300 Shares in open market transactions on March
25, 1997 at a price of $13.75 per Share.

5. The Company purchased 2,100 Shares in open market transactions on March
26, 1997 at a price of $13.75 per Share.

6. The Company purchased 1,600 Shares in open market transactions on March
27, 1997 at a price of $13.75 per Share.

S-1
<PAGE> 30

Manually signed facsimile copies of the Letter of Transmittal will be
accepted. The Letter of Transmittal and certificates for the Shares and any
other required documents should be sent or delivered by each stockholder or such
stockholder's broker, dealer, commercial bank, trust company or other nominee to
the Depositary at its address set forth below:

The Depositary for the Offer is:

CHASEMELLON SHAREHOLDER SERVICES, L.L.C.

Delivery Addresses

<TABLE>
<S> <C> <C>
By Mail: By Facsimile: By Hand or By Overnight Courier:
REORGANIZATION DEPARTMENT (FOR ELIGIBLE INSTITUTIONS ONLY) REORGANIZATION DEPARTMENT
P.O. BOX 3301 (201) 329-8936 120 BROADWAY
SOUTH HACKENSACK, NEW JERSEY 07606 13TH FLOOR
CONFIRM FACSIMILE BY NEW YORK, NEW YORK 10271
TELEPHONE ONLY:
(201) 296-4209
</TABLE>

---------------------

Any questions or requests for assistance or for additional copies of this
Offer to Purchase, the Letter of Transmittal or the Notice of Guaranteed
Delivery may be directed to the Information Agent, at the telephone number and
address below. Stockholders may also contact their broker, dealer, commercial
bank or trust company for assistance concerning the Offer.

THE INFORMATION AGENT FOR THE OFFER IS:

D.F. KING & CO., INC.
77 WATER STREET
20TH FLOOR
NEW YORK, NEW YORK 10005

TOLL FREE: (800) 714-3310
BANKS & BROKERS CALL: (212) 425-1395

THE DEALER MANAGERS FOR THE OFFER ARE:

SMITH BARNEY INC.
390 GREENWICH STREET
NEW YORK, NEW YORK 10013

CALL TOLL FREE (800) 996-7920

AND

SCHRODER WERTHEIM & CO. INCORPORATED
787 SEVENTH AVENUE
NEW YORK, NEW YORK 10019

CALL TOLL FREE (800) 992-9876

<PAGE> 1

Letter of Transmittal

To Tender Shares of Common Stock

(Including the Associated Common Stock Purchase Rights)

REXENE CORPORATION

Pursuant to the Offer to Purchase Dated April 4, 1997

THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON MONDAY, MAY 5, 1997, UNLESS THE OFFER IS EXTENDED.

THE DEPOSITARY FOR THE OFFER IS:
CHASEMELLON SHAREHOLDER SERVICES, L.L.C.

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<S> <C> <C>
By Mail: By Facsimile Transmission: By Hand or Overnight Courier:
REORGANIZATION DEPARTMENT (FOR ELIGIBLE INSTITUTIONS ONLY) REORGANIZATION DEPARTMENT
P.O. BOX 3301 (201) 329-8936 120 BROADWAY
SOUTH HACKENSACK, NJ 07606 CONFIRM FACSIMILE BY 13TH FLOOR
TELEPHONE ONLY: NEW YORK, NY 10271
(201) 296-4209
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DESCRIPTION OF SHARES TENDERED(SEE INSTRUCTIONS 3 AND 4)
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NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S) SHARES TENDERED
(PLEASE FILL IN EXACTLY AS NAME(S) APPEAR(S) ON (ATTACH ADDITIONAL SIGNED
CERTIFICATE(S) LIST IF NECESSARY)
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TOTAL NUMBER OF
CERTIFICATE SHARES REPRESENTED NUMBER OF SHARES
NUMBER(S)(1) BY CERTIFICATE(S) TENDERED(2)
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===============================================================
Total Shares
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Indicate in this box the order (by certificate number) in which Shares are to be purchased in the event of
proration.(3) (Attach additional signed list if necessary.) See Instruction 14.
1st: 2nd: 3rd: 4th: 5th:
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</TABLE>

(1) Need not be completed by stockholders tendering Shares by book-entry
transfer.

(2) Unless otherwise indicated, it will be assumed that all Shares represented
by each Share certificate delivered to the Depositary are being tendered
hereby. See Instruction 4.

(3) If you do not designate an order, then in the event less than all Shares
tendered are purchased due to proration, Shares will be selected for
purchase by the Depositary. See Instruction 14.

NOTE: SIGNATURES MUST BE PROVIDED BELOW. PLEASE READ THE INSTRUCTIONS SET FORTH
IN THIS LETTER OF TRANSMITTAL CAREFULLY.

DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE
WILL NOT CONSTITUTE A VALID DELIVERY. DELIVERIES TO THE COMPANY WILL NOT
BE FORWARDED TO THE DEPOSITARY AND THEREFORE WILL NOT CONSTITUTE VALID
DELIVERY. DELIVERIES TO BOOK-ENTRY TRANSFER FACILITIES WILL NOT CONSTITUTE
VALID DELIVERY TO THE DEPOSITARY.

This Letter of Transmittal is to be used only if certificates are to be
forwarded herewith or if delivery of Shares (as defined below) is to be made by
book-entry transfer to the Depositary's account at The Depository Trust Company
("DTC") or the Philadelphia Depository Trust Company ("PDTC") (hereinafter
collectively referred to as the "Book Entry Transfer Facilities") pursuant to
the procedures set forth in Section 3 of the Offer to Purchase (as defined
below).
<PAGE> 2

Stockholders who cannot deliver their Share certificates and any other
required documents to the Depositary by the Expiration Date (as defined in the
Offer to Purchase) must tender their Shares using the guaranteed delivery
procedure set forth in Section 3 of the Offer to Purchase. See Instruction 2.

(BOXES BELOW FOR USE BY ELIGIBLE INSTITUTIONS ONLY)

[ ] CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER TO
THE DEPOSITARY'S ACCOUNT AT ONE OF THE BOOK-ENTRY TRANSFER FACILITIES AND
COMPLETE THE FOLLOWING:

Name of Tendering Institution:
--------------------------------------

Check Applicable Box: [ ] DTC [ ] PDTC

Account No.:
--------------------------------------

Transaction Code No.:
--------------------------------------

[ ] CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE OF
GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE
FOLLOWING:

Name(s) of Registered Holder(s):
--------------------------------------

Date of Execution of Notice of Guaranteed Delivery:
--------------------------------------

Name of Institution that Guaranteed Delivery:
--------------------------------------

If delivery is by book-entry transfer:

Name of Tendering Institution:
--------------------------------------

Account No. at [ ] DTC [ ] PDTC

Transaction Code No.: ________________
<PAGE> 3

LADIES AND GENTLEMEN:

The undersigned hereby tenders to Rexene Corporation, a Delaware
corporation (the "Company"), the above-described shares of its common stock, par
value $0.01 per share (including the associated common stock purchase rights)
(the "Shares"), at the price per share indicated in this Letter of Transmittal,
net to the seller in cash, upon the terms and subject to the conditions set
forth in the Offer to Purchase, dated April 4, 1997 (the "Offer to Purchase"),
receipt of which is hereby acknowledged, and in this Letter of Transmittal
(which, as may be amended or supplemented from time to time, together constitute
the "Offer").

Subject to, and effective upon, acceptance for payment of and payment for
the Shares tendered herewith in accordance with the terms and subject to the
conditions of the Offer (including, if the Offer is extended or amended, the
terms and conditions of any such extension or amendment), the undersigned hereby
sells, assigns and transfers to, or upon the order of, the Company all right,
title and interest in and to all the Shares that are being tendered hereby or
orders the registration of such Shares tendered by book-entry transfer that are
purchased pursuant to the Offer to or upon the order of the Company and hereby
irrevocably constitutes and appoints the Depositary the true and lawful agent
and attorney-in-fact of the undersigned with respect to such Shares, with full
power of substitution (such power of attorney being deemed to be an irrevocable
power coupled with an interest), to:

(i) deliver certificates for such Shares, or transfer ownership of
such Shares on the account books maintained by any of the Book-Entry
Transfer Facilities, together, in any such case, with all accompanying
evidences of transfer and authenticity, to or upon the order of the Company
upon receipt by the Depositary, as the undersigned's agent, of the Purchase
Price (as defined below) with respect to such Shares;

(ii) present certificates for such Shares for cancellation and
transfer on the books of the Company; and

(iii) receive all benefits and otherwise exercise all rights of
beneficial ownership of such Shares, all in accordance with the terms of
the Offer.

The undersigned hereby represents and warrants to the Company that the
undersigned has full power and authority to tender, sell, assign and transfer
the Shares tendered hereby and that, when and to the extent the same are
accepted for payment by the Company, the Company will acquire good, marketable
and unencumbered title thereto, free and clear of all liens, restrictions,
charges, encumbrances, conditional sales agreements or other obligations
relating to the sale or transfer thereof, and the same will not be subject to
any adverse claims. The undersigned will, upon request, execute and deliver any
additional documents deemed by the Depositary or the Company to be necessary or
desirable to complete the sale, assignment and transfer of the Shares tendered
hereby.

The undersigned represents and warrants to the Company that the undersigned
has read and agrees to all of the terms of the Offer. All authority herein
conferred or agreed to be conferred shall not be affected by, and shall survive
the death or incapacity of the undersigned, and any obligation of the
undersigned hereunder shall be binding upon the heirs, personal representatives,
successors and assigns of the undersigned. Except as stated in the Offer, this
tender is irrevocable.

The undersigned understands that tenders of Shares pursuant to any one of
the procedures described in Section 3 of the Offer to Purchase and in the
Instructions will constitute the undersigned's acceptance of the terms and
conditions of the Offer, including the undersigned's representation and warranty
to the Company that (i) the undersigned has a net long position in the Shares or
equivalent securities being tendered within the meaning of Rule 14e-4
promulgated under the Securities Exchange Act of 1934, as amended, and (ii) the
tender of such Shares complies with Rule 14e-4. The Company's acceptance for
payment of Shares tendered pursuant to the Offer will constitute a binding
agreement between the undersigned and the Company upon the terms and subject to
the conditions of the Offer.

The names and addresses of the registered holders should be printed, if
they are not already printed above, exactly as they appear on the certificates
representing Shares tendered hereby. The certificate numbers, the number of
Shares represented by such certificates, the number of Shares that the
undersigned wishes to tender and the purchase price at which such Shares are
being tendered should be indicated in the appropriate boxes on this Letter of
Transmittal.

The undersigned understands that the Company will determine a single per
Share price (not greater than $16.00 nor less than $14.00 per Share), net to the
Seller in cash, that it will pay for Shares validly tendered and not withdrawn
pursuant to the Offer (the "Purchase Price"), taking into account the number of
Shares so tendered and the prices specified by tendering stockholders. The
undersigned understands that the Company will select the lowest Purchase Price
that will allow it to purchase 2,156,250 Shares (or such lesser number of Shares
as are validly tendered at prices not greater than $16.00 nor less than $14.00
per share) validly tendered and not withdrawn pursuant to the Offer. The
undersigned understands that all Shares validly tendered at prices specified by
the tendering stockholder at or below the Purchase Price and not withdrawn will
be purchased at the Purchase Price, net to the seller in cash, upon the terms
and subject to the conditions of the Offer, including the proration provisions,
and that the Company will return all other Shares, including Shares tendered at
prices greater than the Purchase Price and not withdrawn and Shares not
purchased because of proration.
<PAGE> 4

The undersigned recognizes that, under certain circumstances set forth in
the Offer to Purchase, the Company may terminate or amend the Offer or may
postpone the acceptance for payment of, or the payment for, Shares tendered or
may not be required to purchase any of the Shares tendered hereby or may accept
for payment fewer than all of the Shares tendered hereby.

Unless otherwise indicated under "Special Payment Instructions," please
issue the check for the Purchase Price of any Shares purchased, and/or return
any Shares not tendered or not purchased, in the name(s) of the undersigned
(and, in the case of Shares tendered by book-entry transfer, by credit to the
account at the applicable Book-Entry Transfer Facility). Similarly, unless
otherwise indicated under "Special Delivery Instructions," please mail the check
for the Purchase Price of any Shares purchased and/or any certificates for
Shares not tendered or not purchased (and accompanying documents, as
appropriate) to the undersigned at the address shown below the undersigned's
signature(s). In the event that both "Special Payment Instructions" and "Special
Delivery Instructions" are completed, please issue the check for the Purchase
Price of any Shares purchased and/or return any Shares not tendered or not
purchased in the name(s) of, and mail such check and/or any certificates to, the
person(s) so indicated. The undersigned recognizes that the Company has no
obligation, pursuant to the "Special Payment Instructions," to transfer any
Shares from the name of the registered holder(s) thereof if the Company does not
accept for payment any of the Shares so tendered.

The undersigned understands that acceptance of Shares by the Company for
payment will constitute a binding agreement between the undersigned and the
Company upon the terms and subject to the conditions of the Offer.
<PAGE> 5

NOTE: SIGNATURES MUST BE PROVIDED BELOW

PRICE (IN DOLLARS) PER SHARE
AT WHICH SHARES ARE BEING TENDERED

- --------------------------------------------------------------------------------

IF SHARES ARE BEING TENDERED AT MORE THAN ONE PRICE, A SEPARATE LETTER OF
TRANSMITTAL FOR EACH PRICE SPECIFIED MUST BE USED. (See Instruction 5.)
- --------------------------------------------------------------------------------

CHECK ONLY ONE BOX. IF MORE THAN ONE BOX IS CHECKED, OR IF NO BOX IS CHECKED
(EXCEPT AS PROVIDED IN THE ODD LOTS BOX AND INSTRUCTIONS BELOW), THERE IS NO
VALID TENDER OF SHARES.

ODD LOTS

(See Instruction 9.)

This section is to be completed ONLY if Shares are being tendered by or on
behalf of a person who owns beneficially, as of the close of business on March
31, 1997, and who continues to own beneficially as of the Expiration Date, an
aggregate of fewer than 100 Shares.

The undersigned either (check one box):

[ ] owned beneficially, as of the close of business on March 31, 1997, and
continues to own beneficially as of the Expiration Date, an aggregate
of fewer than 100 Shares, all of which are being tendered, or

[ ] is a broker, dealer, commercial bank, trust company or other nominee
that (i) is tendering, for the beneficial owners thereof, Shares with
respect to which it is the record owner, and (ii) believes, based upon
representations made to it by each such beneficial owner, that such
beneficial owner owned beneficially, as of the close of business on
March 31, 1997, and continues to own beneficially as of the Expiration
Date, an aggregate of fewer than 100 Shares and is tendering all of
such Shares.

If you do not wish to specify a purchase price, check the following box, in
which case you will be deemed to have tendered at the Purchase Price determined
by the Company in accordance with the terms of the Offer (persons checking this
box need not indicate the price per share in the box entitled "Price (In
Dollars) Per Share At Which Shares Are Being Tendered" in this Letter of
Transmittal). See Instruction 5. [ ]
<PAGE> 6

SPECIAL PAYMENT INSTRUCTIONS
(See Instructions 1, 6, 7 and 8)

To be completed ONLY if the check for the aggregate Purchase Price of Shares
purchased and/or certificates for Shares not tendered or not purchased are to be
issued in the name of someone other than the undersigned.

Issue: [ ] check and/or [ ] certificate(s) to:

Name:

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(Please Print)

Address:

------------------------------------------------------

------------------------------------------------------
(Include Zip Code)

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(TAXPAYER IDENTIFICATION OR
SOCIAL SECURITY NO.)

SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 6 and 8)

To be completed ONLY if the check for the Purchase Price of Shares purchased
and/or certificates for Shares not tendered or not purchased are to be mailed to
someone other than the undersigned or to the undersigned at an address other
than that shown below the undersigned's signature(s).

Mail: [ ] check and/or [ ] certificate(s) to:

Name:

------------------------------------------------------
(Please Print)

Address:

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------------------------------------------------------
(Include Zip Code)

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PLEASE SIGN HERE
(TO BE COMPLETED BY ALL STOCKHOLDERS)

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
SIGNATURE(S) OF OWNER(S))

Dated: __________________________________________________________________ , 1997

Name(s): _______________________________________________________________________

(PLEASE PRINT)

Capacity (full title): _________________________________________________________

Address: _______________________________________________________________________

(INCLUDE ZIP CODE)

Area Code and Telephone No.: ___________________________________________________

(Must be signed by registered holder(s) exactly as name(s) appear(s) on Share
certificate(s) or on a security position listing or by person(s) authorized to
become registered holder(s) by certificates and documents transmitted herewith.
If signature is by a trustee, executor, administrator, guardian,
attorney-in-fact, officer of a corporation or other person acting in a fiduciary
or representative capacity, please set forth full title and see Instruction 6.)

GUARANTEE OF SIGNATURE(S)
(See Instruction 1 and 6.)

Name of Firm: __________________________________________________________________

Authorized Signature: __________________________________________________________

Name: __________________________________________________________________________

(PLEASE PRINT)

Title: _________________________________________________________________________

Address: _______________________________________________________________________

- --------------------------------------------------------------------------------

(INCLUDE ZIP CODE)

Area Code and Telephone: _______________________________________________________

Dated: __________________________________________________________________ , 1997
<PAGE> 7

INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER

1. Guarantee of Signatures. Except as otherwise provided below, all
signatures on this Letter of Transmittal must be guaranteed by a firm or other
entity that is a member in good standing of the Security Transfer Agent's
Medallion Program, the New York Stock Exchange Medallion Program or the Stock
Exchange Medallion Program (an "Eligible Institution"), unless (i) this Letter
of Transmittal is signed by the registered holder(s) of the Shares (which term,
for purposes of this document, shall include any participant in a Book-Entry
Transfer Facility whose name appears on a security position listing as the owner
of Shares) tendered herewith and such holder(s) have not completed the box
entitled "Special Payment Instructions" or the box entitled "Special Delivery
Instructions" on this Letter of Transmittal, or (ii) such Shares are tendered
for the account of an Eligible Institution. See Instruction 6.

2. Delivery of Letter of Transmittal and Share Certificates; Guaranteed
Delivery Procedures. This Letter of Transmittal is to be used either if share
certificates are to be forwarded herewith or if delivery of Shares is to be made
by book-entry transfer pursuant to the procedures set forth in Section 3 of the
Offer to Purchase. Certificates for all physically delivered Shares, or a
confirmation of a book-entry transfer into the Depositary's account at one of
the Book-Entry Transfer Facilities of all Shares delivered electronically, as
well as a properly completed and duly executed Letter of Transmittal (or
manually signed facsimile thereof) and any other documents required by this
Letter of Transmittal, must be received by the Depositary at one of its
addresses set forth on the front page of this Letter of Transmittal prior to the
Expiration Date. If certificates are forwarded to the Depositary in multiple
deliveries, a properly completed and duly executed Letter of Transmittal must
accompany each such delivery.

Stockholders whose share certificates are not immediately available, who
cannot deliver their Shares and all other required documents to the Depositary
or who cannot complete the procedure for delivery by book-entry transfer prior
to the Expiration Date may tender their Shares pursuant to the guaranteed
delivery procedure set forth in Section 3 of the Offer to Purchase. Pursuant to
such procedure: (i) such tender must be made by or through an Eligible
Institution, (ii) a properly completed and duly executed Notice of Guaranteed
Delivery substantially in the form provided by the Company must be received by
the Depositary prior to the Expiration Date, and (iii) the certificates for all
physically delivered Shares in proper form for transfer by delivery, or a
confirmation of a book-entry transfer into the Depositary's account at one of
the Book-Entry Transfer Facilities of all Shares delivered electronically, in
each case together with a properly completed and duly executed Letter of
Transmittal (or manually signed facsimile thereof) and any other documents
required by this Letter of Transmittal, must be received by the Depositary
within three New York Stock Exchange, Inc. trading days after the date the
Depositary receives such Notice of Guaranteed Delivery, all as provided in
Section 3 of the Offer to Purchase.

THE METHOD OF DELIVERY OF ALL DOCUMENTS, INCLUDING SHARE CERTIFICATES, THE
LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS, IS AT THE ELECTION AND
RISK OF THE TENDERING STOCKHOLDER, AND THE DELIVERY WILL BE DEEMED MADE ONLY
WHEN ACTUALLY RECEIVED BY THE DEPOSITARY. IF DELIVERY IS BY MAIL, REGISTERED
MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL
CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.

No alternative or contingent tenders will be accepted. By executing this
Letter of Transmittal (or facsimile thereof), the tendering stockholder waives
any right to receive any notice of the acceptance for payment of the Shares.

3. Inadequate Space. If the space provided herein is inadequate, the
certificate numbers and/or the number of Shares should be listed on a separate
signed schedule and attached to this Letter of Transmittal.

4. Partial Tenders (Not Applicable to Stockholders Who Tender by Book-Entry
Transfer). If fewer than all the Shares represented by any certificate delivered
to the Depositary are to be tendered, fill in the number of Shares that are to
be tendered in the box entitled "Number of Shares Tendered." In such case, a new
certificate for the remainder of the Shares represented by the old certificate
will be sent to the person(s) signing this Letter of Transmittal, unless
otherwise provided in the "Special Payment Instructions" or "Special Delivery
Instructions" boxes on this Letter of Transmittal, as promptly as practicable
following the expiration or termination of the Offer. All Shares represented by
certificates delivered to the Depositary will be deemed to have been tendered
unless otherwise indicated.
<PAGE> 8

5. Indication of Price at Which Shares Are Being Tendered. For Shares to be
validly tendered, the stockholder must check the box indicating the price per
Share at which such stockholder is tendering Shares under "Price (In Dollars)
Per Share At Which Shares Are Being Tendered" in this Letter of Transmittal,
except that Odd Lot Owners (as defined in Section 2 of the Offer to Purchase)
may check the box above in the section entitled "Odd Lots" indicating that such
stockholder is tendering all Shares at the Purchase Price determined by the
Company. ONLY ONE BOX MAY BE CHECKED. IF MORE THAN ONE BOX IS CHECKED, OR (OTHER
THAN AS DESCRIBED ABOVE FOR ODD LOT OWNERS) IF NO BOX IS CHECKED, THERE IS NO
VALID TENDER OF SHARES. A stockholder wishing to tender portions of such
stockholder's Share holdings at different prices must complete a separate Letter
of Transmittal for each price at which such stockholder wishes to tender each
such portion of such stockholder's Shares. The same Shares cannot be tendered
(unless previously validly withdrawn as provided in Section 4 of the Offer to
Purchase) at more than one price.

6. Signatures On Letter Of Transmittal; Stock Powers and Endorsements. If
this Letter of Transmittal is signed by the registered holder(s) of the Shares
tendered hereby, the signatures(s) must correspond with the name(s) as written
on the face of the certificates without alteration, enlargement or any change
whatsoever.

If any of the Shares tendered hereby are held of record by two or more
persons, all such persons must sign this Letter of Transmittal.

If any of the Shares tendered hereby are registered in different names on
different certificates, it will be necessary to complete, sign and submit as
many separate Letters of Transmittal (or facsimiles thereof) as there are
different registrations of certificates.

If this Letter of Transmittal is signed by the registered holder(s) of the
Shares tendered hereby, no endorsements of certificates or separate stock powers
are required unless payment of the Purchase Price is to be made to, or Shares
not tendered or not purchased are to be registered in the name of, any person
other than the registered holder(s), in which case the certificate(s) evidencing
the Shares tendered hereby must be endorsed or accompanied by appropriate stock
powers, in either case signed exactly as the name(s) of the registered holder(s)
appear(s) on such certificates. Signatures on any such certificates or stock
powers must be guaranteed by an Eligible Institution. See Instruction 1.

If this Letter of Transmittal is signed by a person other than the
registered holder(s) of the Shares tendered hereby, certificates evidencing the
Shares tendered hereby must be endorsed or accompanied by appropriate stock
powers, in either case, signed exactly as the name(s) of the registered
holder(s) appear(s) on such certificate(s). Signature(s) on any such
certificates or stock powers must be guaranteed by an Eligible Institution. See
Instruction 1.

If this Letter of Transmittal or any certificate or stock power is signed
by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a
corporation or other person acting in a fiduciary or representative capacity,
such person should so indicate when signing, and proper evidence satisfactory to
the Company of the authority of such person so to act must be submitted.

7. Stock Transfer Taxes. The Company will pay or cause to be paid any stock
transfer taxes with respect to the sale and transfer of any Shares to it or its
order pursuant to the Offer. If, however, payment of the aggregate Purchase
Price is to be made to, or Shares not tendered or not purchased are to be
registered in the name of, any person other than the registered holder(s), or if
tendered Shares are registered in the name of any person other than the
person(s) signing this Letter of Transmittal, the amount of any stock transfer
taxes (whether imposed on the registered holder(s), such other person or
otherwise) payable on account of the transfer to such person will be deducted
from the Purchase Price unless satisfactory evidence of the payment of such
taxes, or exemption therefrom, is submitted. See Section 5 of the Offer to
Purchase. Except as provided in this Instruction 7, it will not be necessary to
affix transfer tax stamps to the certificates representing Shares tendered
hereby.

8. Special Payment and Delivery Instructions. If a check for the Purchase
Price of any Shares tendered hereby is to be issued in the name of, and/or any
Shares not tendered or not purchased are to be returned to, a person other than
the person(s) signing this Letter of Transmittal, or if the check and/or any
certificates for Shares not tendered or not purchased are to be mailed to
someone other than the person(s) signing this Letter of Transmittal or to an
address other than that shown above in the box captioned "Description of Shares
Tendered," then the boxes captioned "Special Payment Instructions" and/or
"Special Delivery Instructions" on this Letter of Transmittal should be
completed. Stockholders tendering Shares by book-entry transfer will have any
Shares not accepted for payment returned by crediting the account maintained by
such stockholder at the Book-Entry Transfer Facility from which such transfer
was made.
<PAGE> 9

9. Odd Lots. As described in Section 1 of the Offer to Purchase, if fewer
than all Shares validly tendered at or below the Purchase Price and not
withdrawn prior to the Expiration Date are to be purchased, the Shares purchased
first will consist of all Shares tendered by any stockholder who owned
beneficially, as of the close of business on March 31, 1997, and continues to
own beneficially as of the Expiration Date, an aggregate of fewer than 100
Shares and who validly tendered all such Shares at or below the Purchase Price
(including by not designating a Purchase Price as described below). Partial
tenders of Shares will not qualify for this preference and this preference will
not be available unless the box captioned "Odd Lots" in this Letter of
Transmittal and the Notice of Guaranteed Delivery, if any, is completed.

Additionally, tendering holders of Odd Lots who do not wish to specify a
purchase price may check the box above in the section entitled "Odd Lots"
indicating that such stockholder is tendering all Shares at the Purchase Price
determined by the Company. See Instruction 5.

10. Substitute Form W-9 and Form W-8. Under the United States federal
income tax backup withholding rules, unless an exemption applies under the
applicable law and regulations, 31% of the gross proceeds payable to a
stockholder or other payee pursuant to the Offer must be withheld and remitted
to the United States Treasury, unless the stockholder or other payee provides
such person's taxpayer identification number (employer identification number or
social security number) to the Depositary and certifies that such number is
correct. Therefore, each tendering stockholder should complete and sign the
Substitute Form W-9 included as part of the Letter of Transmittal so as to
provide the information and certification necessary to avoid backup withholding,
unless such stockholder otherwise establishes to the satisfaction of the
Depositary that it is not subject to backup withholding. Certain stockholders
(including, among others, all corporations and certain foreign stockholders (in
addition to foreign corporations)) are not subject to these backup withholding
and reporting requirements. In order for a foreign stockholder to qualify as an
exempt recipient, that stockholder must submit an IRS Form W-8 or a Substitute
Form W-8, signed under penalties of perjury, attesting to that stockholder's
exempt status. Such statements may be obtained from the Depositary.

11. Withholding On Foreign Stockholders. Even if a foreign stockholder has
provided the required certification to avoid backup withholding, the Depositary
will withhold United States federal income taxes equal to 30% of the gross
payments payable to a foreign stockholder or his or her agent unless the
Depositary determines that an exemption from or a reduced rate of withholding is
available pursuant to a tax treaty or that an exemption from withholding is
applicable because such gross proceeds are effectively connected with the
conduct of a trade or business in the United States. For this purpose, a foreign
stockholder is a stockholder that is not (i) a citizen or resident of the United
States, (ii) a corporation, partnership or other entity created or organized in
or under the laws of the United States, any state or any political subdivision
thereof or (iii) any estate or trust the income of which is subject to United
States federal income taxation regardless of the source of such income. In order
to obtain a reduced rate of withholding pursuant to a tax treaty, a foreign
stockholder must deliver to the Depositary a properly completed IRS Form 1001.
In order to obtain an exemption from withholding on the grounds that the gross
proceeds paid pursuant to the Offer are effectively connected with the conduct
of a trade or business within the United States, a foreign stockholder must
deliver to the Depositary a properly completed IRS Form 4224. The Depositary
will determine a stockholder's status as a foreign stockholder and eligibility
for a reduced rate of, or an exemption from, withholding by reference to
outstanding certificates or statements concerning eligibility for a reduced rate
of, or exemption from, withholding (e.g., IRS Form 1001 or IRS Form 4224) unless
facts and circumstances indicate that such reliance is not warranted. A foreign
stockholder may be eligible to obtain a refund of all or a portion of any tax
withheld if such stockholder meets the "complete redemption," "substantially
disproportionate" or "not essentially equivalent to a dividend" test described
in Section 14 of the Offer to Purchase or is otherwise able to establish that no
tax or a reduced amount of tax is due. Backup withholding generally will not
apply to amounts subject to the 30% or treaty-reduced rate of withholding.
Foreign stockholders are urged to consult their tax advisors regarding the
application of United States federal income tax withholding, including
eligibility for a withholding tax reduction or exemption and refund procedures.

12. Requests for Assistance or Additional Copies. Any questions or requests
for assistance may be directed to the Information Agent or the Dealer Managers
at their respective telephone numbers and addresses listed below. Requests for
additional copies of the Offer to Purchase, this Letter of Transmittal or other
tender offer materials may be directed to the Information Agent or the Dealer
Managers, and such copies will be furnished promptly at the Company's expense.
Stockholders may also contact their local broker, dealer, commercial bank or
trust company for documents relating to, or assistance concerning, the Offer.
<PAGE> 10

13. Irregularities. All questions as to the number of Shares to be
accepted, the price to be paid therefor and the validity, form, eligibility
(including time of receipt) and acceptance for payment of any tender of Shares
will be determined by the Company, in its sole discretion, which determination
shall be final and binding on all parties. The Company reserves the absolute
right to reject any or all tenders it determines not to be in proper form or the
acceptance of or payment for which may, in the opinion of the Company's counsel
be unlawful. The Company also reserves the absolute right to waive any of the
conditions of the Offer and any defect or irregularity in the tender of any
particular Shares or any particular stockholder. No tender of Shares will be
deemed to be validly made until all defects or irregularities have been cured or
waived. None of the Company, the Dealer Managers, the Depositary, the
Information Agent or any other person is or will be obligated to give notice of
any defects or irregularities in tenders, and none of them will incur any
liability for failure to give any such notice.

14. Order of Purchase in Event of Proration. As described in Section 1 of
the Offer to Purchase, stockholders may designate the order in which their
Shares are to be purchased in the event of proration. The order of purchase may
affect whether any capital gain or loss recognized on the Shares purchased is
long-term or short-term (depending on the holding period for the Shares
purchased) and the amount of gain or loss recognized for federal income tax
purposes. See Sections 1 and 14 of the Offer to Purchase.

15. Lost, Stolen or Destroyed Certificates. If your certificate(s)
representing Shares have been lost, stolen or destroyed, please contact the
Information Agent for instructions on replacing your certificates.

IMPORTANT: THIS LETTER OF TRANSMITTAL (OR A MANUALLY SIGNED FACSIMILE
THEREOF) TOGETHER WITH SHARE CERTIFICATES OR CONFIRMATION OF BOOK-ENTRY TRANSFER
AND ALL OTHER REQUIRED DOCUMENTS MUST BE RECEIVED BY THE DEPOSITARY, OR THE
NOTICE OF GUARANTEED DELIVERY MUST BE RECEIVED BY THE DEPOSITARY, PRIOR TO THE
EXPIRATION DATE. STOCKHOLDERS ARE ENCOURAGED TO RETURN A COMPLETED SUBSTITUTE
FORM W-9 WITH THEIR LETTER OF TRANSMITTAL.
<PAGE> 11

PAYOR'S NAME: CHASEMELLON SHAREHOLDER SERVICES, L.L.C.

<TABLE>
<S> <C> <C>
- ------------------------------------------------------------------------------------------------------------------------------
SUBSTITUTE PART 1 -- PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT ----------------------------------
FORM W-9 AND CERTIFY BY SIGNING AND DATING BELOW. Social Security Number
OR
Employer Identification Number
---------------------------------------------------------------------------------------------
DEPARTMENT OF THE TREASURY PART 2 -- For Payees exempt from backup withholding, see the enclosed Guidelines for
INTERNAL REVENUE SERVICE Certification of Taxpayer Identification Number on Substitute Form W-9 and complete as
PAYOR'S REQUEST FOR instructed therein.
TAXPAYER IDENTIFICATION NUMBER
("TIN")
---------------------------------------------------------------------------------------------
PART 3 -- Awaiting TIN [ ]
-------------------------------------------------------------------------------------------------------------------------------
</TABLE>

CERTIFICATION -- Under penalties of perjury, I certify that (i) the number
shown on this form is my correct Taxpayer Identification Number (or I am
waiting for a number to be issued to me) and either (a) I have mailed or
delivered an application to receive a taxpayer identification number to the
appropriate IRS center or Social Security Administration office or (b) I
intend to mail or deliver an application in the near future) and (ii) I am not
subject to backup withholding because: (a) I am exempt from backup
withholding; or (b) I have not been notified by the IRS that I am subject to
backup withholding as a result of a failure to report all interest or
dividends; or (c) the IRS has notified me that I am no longer subject to
backup withholding. Certification instructions -- You must cross out Item (ii)
above if you have been notified by the IRS that you are currently subject to
backup withholding because of underreporting interest or dividends on your tax
return.

SIGNATURE ________________________________________ DATE ____________________

------------------------------------------------------------------------------

Name (Please Print)

------------------------------------------------------------------------------

Address

(Include Zip Code)
- --------------------------------------------------------------------------------

NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THIS OFFER.
PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU ARE AWAITING YOUR TIN.

CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

I certify under penalties of perjury that a TIN has not been issued to me,
and either (1) I have mailed or delivered an application to receive a TIN to the
appropriate IRS Center or Social Security Administration Office or (2) I intend
to mail or deliver an application in the near future. I understand that if I do
not provide a TIN by the time of payment, 31% of all payments made to me
thereafter will be withheld until I provide a number.

<TABLE>
<S> <C>
Signature ______________________________ Date ____________________
</TABLE>
<PAGE> 12

The Information Agent for the Offer is:
D. F. KING & CO., INC.
77 WATER STREET
20TH FLOOR
NEW YORK, NEW YORK 10005
(800) 714-3310 (TOLL FREE)
BANKS AND BROKERS CALL COLLECT:
(212) 425-1395

The Dealer Managers for the Offer are:

<TABLE>
<C> <C>
SMITH BARNEY INC. SCHRODER WERTHEIM & CO. INCORPORATED
390 GREENWICH STREET EQUITABLE CENTER
NEW YORK, NEW YORK 10013 787 SEVENTH AVENUE
(800) 996-7920 (TOLL-FREE) NEW YORK, NEW YORK 10019
(800) 992-9876 (TOLL-FREE)
</TABLE>

<PAGE> 1

REXENE CORPORATION

NOTICE OF GUARANTEED DELIVERY
OF SHARES OF COMMON STOCK

This form, or a form substantially equivalent to this form, must be used to
accept the Offer (as defined below) if certificates for the shares of common
stock of Rexene Corporation are not immediately available, if the procedure for
book-entry transfer cannot be completed on a timely basis, or if time will not
permit all other documents required by the Letter of Transmittal to be delivered
to the Depositary prior to the Expiration Date (as defined in Section 1 of the
Offer to Purchase (defined below)). Such form may be delivered by hand or
transmitted by mail or overnight courier, or (for Eligible Institutions only) by
facsimile transmission, to the Depositary. See Section 3 of the Offer to
Purchase. THE ELIGIBLE INSTITUTION THAT COMPLETES THIS FORM MUST COMMUNICATE THE
GUARANTEE TO THE DEPOSITARY AND MUST DELIVER THE LETTER OF TRANSMITTAL AND
CERTIFICATES FOR SHARES TO THE DEPOSITARY WITHIN THE TIME SHOWN HEREIN. FAILURE
TO DO SO COULD RESULT IN A FINANCIAL LOSS TO SUCH ELIGIBLE INSTITUTION.

The Depositary for the Offer is:

CHASEMELLON SHAREHOLDER SERVICES, L.L.C.

<TABLE>
<S> <C> <C>
By Hand or
By Mail: By Facsimile Transmission: By Overnight Courier:
(FOR ELIGIBLE INSTITUTIONS
REORGANIZATION DEPARTMENT ONLY) REORGANIZATION DEPARTMENT
P.O. BOX 3301 (201) 329-8936 120 BROADWAY
SOUTH HACKENSACK, NJ 07606 13TH FLOOR
CONFIRM FACSIMILE BY NEW YORK, NY 10271
TELEPHONE ONLY:
(201) 296-4209
</TABLE>

DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR
TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER OTHER THAN THE ONE LISTED
ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.

THIS FORM IS NOT TO BE USED TO GUARANTEE SIGNATURES. IF A SIGNATURE ON A
LETTER OF TRANSMITTAL IS REQUIRED TO BE GUARANTEED BY AN ELIGIBLE INSTITUTION
UNDER THE INSTRUCTIONS THERETO, SUCH SIGNATURE GUARANTEE MUST APPEAR IN THE
APPLICABLE SPACE PROVIDED IN THE SIGNATURE BOX ON THE LETTER OF TRANSMITTAL.
<PAGE> 2

LADIES AND GENTLEMEN:

The undersigned hereby tenders to Rexene Corporation, a Delaware
corporation (the "Company"), upon the terms and subject to the conditions set
forth in the Offer to Purchase, dated April 4, 1997 (the "Offer to Purchase"),
and the related Letter of Transmittal (which, as may be amended or supplemented
from time to time, together constitute the "Offer"), receipt of which is hereby
acknowledged, the number of shares of common stock, par value $0.01 per share
(the "Shares"), of the Company listed below, pursuant to the guaranteed delivery
procedure set forth in Section 3 of the Offer to Purchase.

Number of Shares:

Name(s):
(Please Print)

Certificate Nos. (if available):

Address:

If Shares will be tendered by book-entry transfer:

Name of Tendering
Institution:

Area Code and Telephone No.:

Account No.:

at (check one):

____ The Depository Trust Company

____ Philadelphia Depository Trust Company
Signature(s)

- --------------------------------------------------------------------------------

PRICE (IN DOLLARS) PER SHARE
AT WHICH SHARES ARE BEING TENDERED

- --------------------------------------------------------------------------------

IF SHARES ARE BEING TENDERED AT MORE THAN ONE PRICE, A
SEPARATE NOTICE OF GUARANTEED DELIVERY FOR EACH PRICE
SPECIFIED MUST BE USED.

- --------------------------------------------------------------------------------

CHECK ONLY ONE BOX. IF MORE THAN ONE BOX IS CHECKED, OR
IF NO BOX IS CHECKED (EXCEPT AS PROVIDED IN THE ODD LOTS
BOX AND INSTRUCTIONS BELOW), THERE IS NO VALID TENDER OF
SHARES.

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
<PAGE> 3

ODD LOTS

This section is to be completed ONLY if Shares are being tendered by or on
behalf of a person who owned beneficially, as of the close of business on March
31, 1997, and who continues to own beneficially as of the Expiration Date, an
aggregate of fewer than 100 Shares.

The undersigned either (check one box):

GUARANTEE (NOT TO BE USED FOR SIGNATURE GUARANTEE)

The undersigned, a firm or other entity that is a member in good standing
of the Security Transfer Agent's Medallion Program, the New York Stock Exchange
Medallion Program or the Stock Exchange Medallion Program (an "Eligible
Institution"), hereby guarantees (i) that the above-named person(s) has a net
long position in the Shares being tendered within the meaning of Rule 14e-4
promulgated under the Securities Exchange Act of 1934, as amended, (ii) that
such tender of Shares complies with Rule 14e-4, and (iii) to deliver to the
Depositary at one of its addresses set forth above certificate(s) for the Shares
tendered hereby, in proper form for transfer, or a confirmation of the
book-entry transfer of the Shares tendered hereby into the Depositary's account
at The Depository Trust Company or the Philadelphia Depository Trust Company, in
each case together with a properly completed and duly executed Letter(s) of
Transmittal (or manually signed facsimile(s) thereof), with any required
signature guarantee(s) and any other required documents, all within three New
York Stock Exchange, Inc. trading days after the date hereof.

<TABLE>
<S> <C>
- ------------------------------------------------ ------------------------------------------------
Name of Firm Authorized Signature

- ------------------------------------------------ ------------------------------------------------
Address Name

- ------------------------------------------------ ------------------------------------------------
City, State, Zip Code Title

- ------------------------------------------------
Area Code and Telephone Number

Dated: , 1997
</TABLE>

DO NOT SEND SHARE CERTIFICATES WITH THIS FORM. YOUR SHARE
CERTIFICATES MUST BE SENT WITH THE LETTER OF TRANSMITTAL.

<PAGE> 1

SMITH BARNEY INC.
390 GREENWICH STREET
NEW YORK, NEW YORK 10013

SCHRODER WERTHEIM & CO. INCORPORATED
EQUITABLE CENTER
787 SEVENTH AVENUE
NEW YORK, NEW YORK 10019

REXENE CORPORATION

OFFER TO PURCHASE FOR CASH
UP TO 2,156,250 SHARES OF ITS COMMON STOCK
(INCLUDING THE ASSOCIATED COMMON STOCK PURCHASE RIGHTS)

AT A PURCHASE PRICE NOT GREATER THAN $16.00
NOT LESS THAN $14.00 PER SHARE

THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00
MIDNIGHT, NEW YORK CITY TIME, ON MONDAY, MAY 5, 1997, UNLESS THE OFFER IS
EXTENDED.

April 4, 1997

To Brokers, Dealers, Commercial
Banks, Trust Companies and
Other Nominees:

In our capacity as Dealer Managers, we are enclosing the material listed
below relating to the offer of Rexene Corporation, a Delaware corporation (the
"Company"), to purchase up to 2,156,250 shares of its common stock, par value
$0.01 per share, (including the associated common stock purchase rights) (the
"Shares"), at prices not greater than $16.00 nor less than $14.00 per Share, net
to the seller in cash, specified by tendering stockholders, upon the terms and
subject to the conditions set forth in the Offer to Purchase, dated April 4,
1997 (the "Offer to Purchase"), and in the related Letter of Transmittal (which,
as may be amended or supplemented from time to time, together constitute the
"Offer").

The Company will determine a single price (not greater than $16.00 nor less
than $14.00 per Share), net to the seller in cash, that it will pay for Shares
validly tendered and not withdrawn pursuant to the Offer (the "Purchase Price"),
taking into account the number of Shares so tendered and the prices specified by
tendering stockholders. The Company will select the lowest Purchase Price that
will allow it to purchase 2,156,250 Shares (or such lesser number of Shares as
is validly tendered at prices not greater than $16.00 nor less than $14.00 per
share) and not withdrawn pursuant to the Offer. The Company will purchase all
Shares validly tendered at prices specified by the tendering stockholder at or
below the Purchase Price and not withdrawn, upon the terms and subject to the
conditions of the Offer, including the provisions relating to proration
described in the Offer to Purchase. See Section 1 of the Offer to Purchase. The
Company reserves the right, in its sole discretion, to purchase more than
2,156,250 Shares pursuant to the Offer, provided that the aggregate
consideration paid by the Company to purchase all Shares pursuant to the Offer
will not exceed $34.5 million.

The Purchase Price will be paid in cash, net to the seller, with respect to
all Shares purchased. Shares tendered at prices in excess of the Purchase Price
and Shares not purchased because of proration will be returned.

A tender of Shares pursuant to the Offer will include a tender of the
associated common stock purchase rights (the "Rights"). No separate
consideration will be paid for such Rights. For a description of the Rights, see
Section 7 of the Offer to Purchase.
<PAGE> 2

We are asking you to contact your clients for whom you hold Shares
registered in your name (or in the name of your nominee) or who hold Shares
registered in their own names. Please bring the Offer to their attention as
promptly as possible. The Company will, upon request, reimburse you for
reasonable and customary handling and mailing expenses incurred by you in
forwarding any of the enclosed materials to your clients.

For your information and for forwarding to your clients for whom you hold
shares registered in your name or in the name of our nominee, we are enclosing
the following documents:

1. The Offer to Purchase.

2. The Letter of Transmittal for your use and for the information of
your clients.

3. A letter to stockholders of the Company from the Chairman and Chief
Executive Officer of the Company.

4. The Notice of Guaranteed Delivery to be used to accept the Offer if
the Shares and all other required documents cannot be delivered to the
Depositary by the Expiration Date (each as defined in the Offer to
Purchase).

5. A letter that may be sent to your clients for whose accounts you
hold Shares registered in your name or in the name of your nominee, with
space for obtaining such clients' instructions with regard to the Offer.

6. Guidelines of the Internal Revenue Service for Certification of
Taxpayer Identification Number on Substitute Form W-9 providing information
relating to backup federal income tax withholding.

7. A return envelope addressed to ChaseMellon Shareholder Services,
L.L.C., the Depositary.

WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. PLEASE NOTE
THAT THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON MONDAY, MAY 5, 1997, UNLESS THE OFFER IS EXTENDED.

The Company will not pay any fees or commissions to any broker, dealer or
other person for soliciting tenders of Shares pursuant to the Offer (other than
the Dealer Managers). The Company will, upon request, reimburse brokers,
dealers, commercial banks and trust companies for reasonable and customary
handling and mailing expenses incurred by them in forwarding materials relating
to the Offer to their customers. The Company will pay all stock transfer taxes
applicable to its purchase of Shares pursuant to the Offer, subject to
Instruction 7 of the Letter of Transmittal.

As described in the Offer to Purchase, if more than 2,156,250 Shares have
been validly tendered at or below the Purchase Price and not withdrawn prior to
the Expiration Date, as defined in Section 1 of the Offer to Purchase (or such
greater number of Shares as the Company may elect to purchase), the Company will
accept Shares for purchase in the following order of priority: (i) all Shares
validly tendered at or below the Purchase Price and not withdrawn prior to the
Expiration Date by any stockholder who owned beneficially, as of the close of
business on March 31, 1997, and who continues to own beneficially as of the
Expiration Date, an aggregate of fewer than 100 Shares and who validly tenders
all of such Shares (partial tenders will not qualify for this preference) and
completes the box captioned "Odd Lots" in the Letter of Transmittal and, if
applicable, the Notice of Guaranteed Delivery; and (ii) after purchase of all of
the foregoing Shares, all other Shares validly tendered at or below the Purchase
Price and not withdrawn prior to the Expiration Date on a pro rata basis.
<PAGE> 3

Any questions or requests for assistance or additional copies of the
enclosed materials may be directed to the Information Agent or the Dealer
Managers at their respective addresses and telephone numbers set forth on the
back cover of the enclosed Offer to Purchase.

Additional copies of the enclosed material may be obtained from the
Information Agent, D.F. King & Co., Inc., telephone (800) 714-3310.

Very truly yours,

SMITH BARNEY INC.
SCHRODER WERTHEIM & CO.
INCORPORATED

NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR
ANY OTHER PERSON THE AGENT OF THE COMPANY, THE DEALER MANAGERS, THE INFORMATION
AGENT OR THE DEPOSITARY, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY
DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE
OFFER OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED
THEREIN.

<PAGE> 1

REXENE CORPORATION

OFFER TO PURCHASE FOR CASH
UP TO 2,156,250 SHARES OF ITS COMMON STOCK
(INCLUDING THE ASSOCIATED COMMON STOCK PURCHASE RIGHTS)
AT A PURCHASE PRICE NOT GREATER THAN $16.00
NOR LESS THAN $14.00 PER SHARE

THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT,
NEW YORK TIME, ON MONDAY, MAY 5, 1997, UNLESS THE OFFER IS EXTENDED

To Our Clients:

Enclosed for your consideration are the Offer to Purchase, dated April 4,
1997 (the "Offer to Purchase"), and the related Letter of Transmittal (which, as
may be amended or supplemented from time to time, together constitute the
"Offer") setting forth an offer by Rexene Corporation, a Delaware corporation
(the "Company"), to purchase up to 2,156,250 shares of its common stock, par
value $0.01 per share (the "Shares"), at prices not greater than $16.00 nor less
than $14.00 per Share, net to the seller in cash, specified by tendering
stockholders, upon the terms and subject to the conditions of the Offer. Also
enclosed herewith is certain other material related to the Offer, including a
letter to stockholders from Andrew J. Smith, Chairman and Chief Executive
Officer of the Company.

The Company will determine a single per Share price (not greater than
$16.00 nor less than $14.00 per Share) that it will pay for the Shares validly
tendered pursuant to the Offer and not withdrawn (the "Purchase Price"), taking
into account the number of shares so tendered and the prices specified by
tendering shareholders. The Company will select the lowest Purchase Price that
will allow it to purchase 2,156,250 Shares (or such lesser number of Shares as
are validly tendered at prices not greater than $16.00 nor less than $14.00 per
share) validly tendered and not withdrawn pursuant to the Offer. The Company
will purchase all Shares validly tendered at prices specified by the tendering
stockholder at or below the Purchase Price and not withdrawn, upon the terms and
subject to the conditions of the Offer, including the provisions thereof
relating to proration. See Section 1 of the Offer to Purchase. The Company
reserves the right, in its sole discretion, to purchase more than 2,156,250
Shares pursuant to the Offer, provided that the aggregate consideration paid by
the Company to purchase all Shares pursuant to the Offer will not exceed $34.5
million.

WE ARE THE HOLDER OF RECORD OF SHARES HELD FOR YOUR ACCOUNT. AS SUCH, A
TENDER OF SUCH SHARES CAN BE MADE ONLY BY US AS THE HOLDER OF RECORD AND
PURSUANT TO YOUR INSTRUCTIONS. THE LETTER OF TRANSMITTAL IS FURNISHED TO YOU FOR
YOUR INFORMATION ONLY AND CANNOT BE USED BY YOU TO TENDER SHARES HELD BY US FOR
YOUR ACCOUNT.

We request instructions as to whether you wish us to tender any or all of
the Shares held by us for your account, upon the terms and subject to the
conditions set forth in the Offer to Purchase and the Letter of Transmittal.

Your attention is invited to the following:

1. You may tender Shares at prices (in multiples of $.25) not greater
than $16.00 nor less than $14.00 per share, as indicated in the attached
Instruction Form, net to you in cash.

2. The Offer is for up to 2,156,250 Shares, constituting approximately
11.5% of the total Shares outstanding as of March 31, 1997. The Offer is
not conditioned on any minimum number of Shares being tendered. The
Offer is, however, subject to certain other conditions set forth in the
Offer to Purchase, including continued availability of funds to purchase
the tendered Shares if there is a change of control of the Company under
the Company's bank credit agreement.

3. The Offer, proration period and withdrawal rights will expire at 12:00
Midnight, New York City time, on Monday, May 5, 1997, unless the Offer
is extended. Your instructions to us should be forwarded to us in ample
time to permit us to submit a tender on your behalf.
<PAGE> 2

4. As described in the Offer to Purchase, if more than 2,156,250 Shares
have been validly tendered at or below the Purchase Price and not
withdrawn prior to the Expiration Date, as defined in Section 1 of the
Offer to Purchase (or such greater number of Shares as the Company may
elect to purchase), the Company will purchase Shares in the following
order of priority:

(i) all Shares validly tendered at or below the Purchase Price and not
withdrawn prior to the Expiration Date by any stockholder who owned
beneficially, as of the close of business on March 31, 1997, and who
continues to own beneficially as of the Expiration Date, an aggregate
of fewer than 100 Shares who validly tenders all of such Shares
(partial tenders will not qualify for this preference) and completes
the box captioned "Odd Lots" in the Letter of Transmittal and, if
applicable, the Notice of Guaranteed Delivery; and

(ii) after purchase of all the foregoing Shares, all other Shares
validly tendered at or below the Purchase Price and not withdrawn
prior to the Expiration Date on a pro rata basis. See Section 1 of
the Offer to Purchase for a discussion of proration.

5. Tendering stockholders will not be obligated to pay any brokerage
commissions or solicitation fees on the Company's purchase of Shares in
the Offer. Any stock transfer taxes applicable to the purchase of Shares
by the Company pursuant to the Offer will be paid by the Company, except
as otherwise provided in Instruction 7 of the Letter of Transmittal.

6. If you wish to tender portions of your Shares at different prices you
must complete a separate Instruction Form for each price at which you
wish to tender each portion of your Shares. We must submit separate
Letters of Transmittal on your behalf for each price you will accept.

7. If you owned beneficially, as of the close of business on March 31,
1997, and continue to own beneficially as of the Expiration Date, an
aggregate of fewer than 100 Shares, and you instruct us to tender at or
below the Purchase Price on your behalf all such Shares prior to the
Expiration Date and check the box captioned "Odd Lots" in the
Instruction Form, all such Shares will be accepted for purchase before
proration, if any, of the purchase of other tendered Shares.

If you wish to have us tender any or all of your Shares held by us for your
account upon the terms and subject to the conditions set forth in the Offer to
Purchase, please so instruct us by completing, executing and returning to us the
attached Instruction Form. An envelope to return your instructions to us is
enclosed. If you authorize tender of your Shares, all such Shares will be
tendered unless otherwise specified on the Instruction Form. YOUR INSTRUCTIONS
SHOULD BE FORWARDED TO US IN AMPLE TIME TO PERMIT US TO SUBMIT A TENDER ON YOUR
BEHALF PRIOR TO THE EXPIRATION OF THE OFFER.

The Offer is being made to all holders of Shares. The Company is not aware
of any jurisdiction where the making of the Offer is not in compliance with
applicable law. If the Company becomes aware of any jurisdiction where the
making of the Offer is not in compliance with any valid applicable law, the
Company will make a good faith effort to comply with such law. If, after such
good faith effort, the Company cannot comply with such law, the Offer will not
be made to (nor will tenders be accepted from or on behalf of) the holders of
Shares residing in such jurisdiction. In any jurisdiction the securities or blue
sky laws of which require the Offer to be made by a licensed broker or dealer,
the Offer is being made on the Company's behalf by the Dealer Managers or one or
more registered brokers or dealers licensed under the laws of such jurisdiction.
<PAGE> 3

Instruction Form

With Respect to Offer to Purchase for Cash
Up to 2,156,250 Shares of Common Stock
of
REXENE CORPORATION
At a Purchase Price Not Greater Than $16.00
Nor Less Than $14.00 Per Share

The undersigned acknowledge(s) receipt of your letter and the enclosed
Offer to Purchase, dated April 4, 1997, and the related Letter of Transmittal
(which, as may be amended or supplemented from time to time, together constitute
the "Offer") in connection with the Offer by Rexene Corporation (the "Company")
to purchase up to 2,156,250 shares of its common stock, par value $0.01 per
share (the "Shares"), at prices not greater than $16.00 nor less than $14.00 per
Share, net to the undersigned in cash, specified by the undersigned, upon the
terms and subject to the conditions of the Offer.

The undersigned further acknowledge(s) that a tender of Shares pursuant to
the Offer will include a tender of the associated common stock purchase rights
(the "Rights"), and that no separate consideration will be paid for such Rights.
For a description of the Rights, see Section 7 of the Offer to Purchase.

This will instruct you to tender to the Company the number of Shares
indicated below (or, if no number is indicated below, all Shares) that are held
by you for the account of the undersigned, at the price per Share indicated
below, upon the terms and subject to the conditions of the Offer.

SHARES TENDERED

[ ] By checking this box, all Shares held by us for your account will be
tendered. If fewer than all Shares are to be tendered, please check the box and
indicate below the aggregate number of Shares to be tendered by us.

------------ Shares

Unless otherwise indicated, it will be assumed that all Shares held by us
for your account are to be tendered.
<PAGE> 4

- --------------------------------------------------------------------------------

PRICE (IN DOLLARS) PER SHARE

AT WHICH SHARES ARE BEING TENDERED

- --------------------------------------------------------------------------------

IF SHARES ARE BEING TENDERED AT MORE THAN ONE PRICE,
A SEPARATE INSTRUCTION FORM FOR EACH PRICE
SPECIFIED MUST BE USED.

- --------------------------------------------------------------------------------

CHECK ONLY ONE BOX. IF MORE THAN ONE BOX IS CHECKED,
OR IF NO BOX IS CHECKED (EXCEPT AS PROVIDED IN THE
ODD LOTS BOX AND INSTRUCTIONS BELOW), THERE IS NO
VALID TENDER OF SHARES.

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

ODD LOTS

[ ] By checking this box, the undersigned represent(s) that the undersigned
owned beneficially, as of the close of business on March 31, 1997, and
continue(s) to own beneficially as of the Expiration Date, an aggregate of
fewer than 100 Shares and is tendering all of such Shares.

If you do not wish to specify a purchase price, check the following box, in
which case you will be deemed to have tendered at the Purchase Price
determined by the Company in accordance with the terms of the Offer
(persons checking this box need not indicate the price per Share in the box
entitled "Price (In Dollars) Per Share At Which Shares Are Being
Tendered"). [ ]

THE METHOD OF DELIVERY OF THIS DOCUMENT IS AT THE ELECTION AND RISK OF THE
TENDERING STOCKHOLDERS. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN
RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT
TIME SHOULD BE ALLOWED TO ASSURE DELIVERY.

SIGN HERE

------------------------------------
Signature(s)

Dated:
- ------------------ , 1997 Name
------------------------------------

Address
------------------------------------

------------------------------------

Social Security or Taxpayer ID No.:

------------------------------------

<PAGE> 1

REXENE CORPORATION
Andrew J. Smith
Chairman and Chief Executive Officer

April 4, 1997

Dear Stockholder:

Rexene Corporation (the "Company") is offering to purchase up to 2,156,250
shares of its common stock at a price not greater than $16.00 nor less than
$14.00 per share. The Company is conducting the Offer through a procedure
commonly referred to as a "modified Dutch auction." This procedure allows you to
select the price within the specified price range at which you are willing to
sell all or a portion of your shares to the Company.

The Offer is explained in detail in the enclosed Offer to Purchase and
Letter of Transmittal. If you wish to tender your shares, instructions on how to
tender shares are provided in the enclosed materials. I encourage you to read
these materials carefully before making any decision with respect to the Offer.
Neither the Company nor its Board of Directors makes any recommendation to any
stockholder whether or not to tender any or all shares.

Please note that the Offer is scheduled to expire at 12:00 Midnight, New
York City time, on Monday, May 5, 1997, unless extended by the Company.
Questions regarding the Offer should not be directed to the Company but should
instead be directed to D.F. King & Co., Inc., the Information Agent, at 1 (800)
714-3310.

Sincerely,

Andrew J. Smith

Chairman and
Chief Executive Officer

<PAGE> 1
[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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<PAGE> 2

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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<PAGE> 3
INFORMATION CONCERNING THE PARTICIPANTS

Under applicable resolutions of the SEC, each director and executive
officer of the Company, as well as certain other employees and advisors of the
Company, may be deemed to be "participants" in the Company's solicitation of
proxies. Set forth below is certain information concerning the directors and
executive officers of the Company and such employees and advisors.

LAVON N. ANDERSON, age 61, has been President and Chief Operating Officer
of the Company since January 1991 and a director since February 1990. From May
1988 to January 1991, Dr. Anderson was Executive Vice President - Manufacturing
and Technical of Rexene. Prior thereto, Dr. Anderson served the Company in
various capacities since 1972. Dr. Anderson beneficially owns 54,383 shares of
the Company's Common Stock. Including 52,683 shares which Dr. Anderson has the
right to acquire within 60 days upon the exercise of options granted to him
pursuant to the Company's stock option plans.

JAMES R. BALL, age 52, has been a director of the Company since April
1996. He is a private investor and is engaged in private consulting. Mr. Ball
served Vista Chemical Company in a number of capacities from 1984 to 1994,
including Vice President, Marketing from July 1984 to August 1987. Senior Vice
President, Commercial from August 1987 to February 1992, Executive Vice
President and Chief Operations Officer, from February 1992 to July 1992, and
President and Chief Executive Officer from July 1992 to December 1994. Prior to
July 1984, Mr. Ball held various positions with Conoco since 1969. Mr. Ball is
a director of The Carbide/Graphite Group. Mr. Ball beneficially owns 2,000
shares of the Company's Common Stock, all of which Mr. Ball has the right to
acquire within 60 days upon the exercise of options granted to him pursuant to
the Company's stock option plans.

HARRY B. BARTLEY, age 68, has served as a director of the Company since
April 1995. He is currently retired. Mr. Bartley served Hoechst Celanese
Corporation in a number of capacities from 1950 to 1989, including President of
Celanese Chemical Co. from 1976 to 1987, President of Hoechst Celanese Chemical
Group from 1987 to 1989 and director of Hoechst Celanese Corporation from 1987
to 1989. Mr. Bartley beneficially owns 7,000 shares of the Company's Common
Stock, including 4,000 shares which Mr. Bartley has the right to acquire within
60 days upon the exercise of options granted to him pursuant to the Company's
stock option plans.

CONRAD L. BRINGAJORD, age 36, has served as a Managing Director of Smith
Barney Inc. since 1994, as Co-Head of the Advisory Group of Smith Barney Inc.
since 1995 and in various other capacities at Smith Barney Inc. since 1993.
Before joining Smith Barney Inc, Mr. Bringajord was a Vice President in the
Advisory Department at Morgan Stanley & Co. Incorporated from 1987 to 1993.
Prior to joining Morgan Stanley & Co. Incorporated, Mr. Bringajord was a senior
accountant at Deloitte, Haskins & Sells. Mr. Bringajord does not beneficially
own any shares of Common Stock. Mr. Bringajord's address is c/o Smith Barney
Inc., 388 Greenwich Street, Now York, New York 10013.

JOHN E. CAPANO, age 27, has been an associate in Smith Barney Inc.'s
Advisory Group since 1996. Previously, Mr. Capano was an audit and tax analyst
at American Home Products Corporation from 1991 to 1994. Mr. Capano does not
beneficially own any shares of the Company's Common Stock. Mr. Capano's address
is c/o Smith Barney Inc., 388 Greenwich Street, New York, New York 10013.

R. JAMES COMEAUX, age 57, has served as a director of the Company since
April 1995. He has served as President of Petrochemical Management, Inc., a
consulting firm, since April 1993. From August 1989 to January 1993, Mr.
Comeaux was President, Chief Executive Officer and Director of Arcadian
Corporation, a fertilizer manufacturer. Prior to such time, Mr. Comeaux was
Senior Vice President of FINA, Inc. from 1984 to 1989 and served Gulf Oil
Corporation in a number of capacities from 1967 to 1984. Mr. Comeaux
beneficially owns 7,000 shares of the Company's Common Stock. Including 4,000

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<PAGE> 4

NEIL J. DEVROY, age 49, has served as Vice President of Communications and
Support Services of the Company since March 1995. From November 1990 to
February 1995 Mr. Devroy served as Director of Communications and Public
Affairs of the Company. Mr. Devroy beneficially owns 11,408 shares of the
Company's Common Stock, which includes 10,408 shares which Mr. Devroy has the
right to acquire within 60 days upon the exercise of options granted to him
pursuant to the Company's stock option plans.

WILLIAM B. HEWITT, age 58, has served as a director of the Company since
February 1990. He has been President of Union Corporation, a receivables
management and customer service outsourcing company, since May 1995 and
Chairman of the Board and Chief Executive Officer of Capital Credit
Corporation, a receivables management company, since September 1991. Mr. Hewitt
was Executive Vice President of First Manhattan Consulting Group, a management
consulting firm, from 1980 to September 1991. He is also a director of the
Union Corporation. Mr. Hewitt beneficially owns 29,000 shares of the Company's
Common Stock, which includes 2,000 shares which Mr. Hewitt has the right to
acquire within 60 days upon the exercise of options granted to him pursuant to
the Company's stock option plans.

ILAN KAUFTHAL, age 49, has served as a director of the Company since
September 1992. He has been a managing director of Schroder Wertheim & Co.
Incorporated since 1987. He is also a director of United Retail Group, Inc.,
Cambrex Corporation and Russ Berrie & Company. Mr. Kaufthal beneficially owns
29,000 shares of the Company's Common Stock, all of which Mr. Kaufthal has the
right to acquire within 60 days upon the exercise of options granted to him
pursuant to the Company's stock option plans.

JACK E. KNOTT, age 42, has been a director of the Company since April 1996
and Executive Vice President of the Company and President of Rexene Products
since March 1995. Prior to March 1995, Mr. Knott had been Executive Vice
President-Sales and Market Development of the Company since March 1992. Prior
thereto, Mr. Knott was an Executive Vice President of Rexene since January 1991
and President of CT Film since February 1989. Mr. Knott beneficially owns
47,333 shares of the Company's Common Stock, including 4,000 shares which Mr.
Knott has the right to acquire within 60 days upon the exercise of options
granted to him pursuant to the Company's stock option plans.

BERNARD J. McNAMEE, age 61, has been Executive Vice President, Secretary
and General Counsel of the Company since April 1995. Prior thereto, Mr. McNamee
had been Vice President, Secretary and General Counsel of the Company since May
1993. From September 1989 to November 1992, Mr. McNamee was Vice President and
General Counsel of Ferro Corporation, a multinational manufacturer of specialty
materials. Mr. McNamee beneficially owns 37,000 shares of the Company's Common
Stock, which includes 34,000 shares which Mr. McNamee has the right to acquire
within 60 days upon the exercise of options granted to him pursuant to the
Company's stock option plans.

CHARLES E. O'CONNELL, age 65, has served as a director of the Company
since April 1995. He is currently retired. From 1985 to 1988, Mr. O'Connell
served as President of the Society of Plastics Industries, a trade association.
From 1904 to 1984, he served Gulf Oil Corporation in a variety of capacities.
Mr. O'Connell beneficially owns 4,000 shares of the Company's Common Stock,
which includes 4,000 shares which Mr. O'Connell has the right to acquire within
60 days upon the exercise of options granted to him pursuant to the Company's
stock option plans.

GEFF PERERA, age 43, has been Executive Vice President and Chief Financial
Officer of the Company since May 1996. Prior thereto, Mr. Perera had been Vice
President of the Company since January 1991 and Controller since February 1989.
Mr. Perera beneficially owns 17,670 shares of the Company's Common Stock, all
of which Mr. Perera has the right to acquire within 60 days upon the exercise
of options granted to him pursuant to the Company's stock option plans.

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<PAGE> 5

RICHARD C. PERRY, age 42, has served as a director of the Company since
March 19, 1997. Mr. Perry is President of Perry Corp., a New York based private
investment management firm, which he founded in November 1988. From 1977 to
1988, Mr. Perry implemented investment strategies in the equity trading area of
Goldman, Sachs & Co. He also is Chairman of the Board of FTD Corporation and a
director of Radio & Records, Inc. Mr. Perry beneficially owns 602,400 shares of
the Company's Common Stock.

THOMAS E. REINHART, age 42, has served as a Managing Director and head of
Smith Barney Inc.'s West Coast Financial Entrepreneurs Group since 1990. Prior
thereto, Mr. Reinhart worked at Drexel Burnham Lambert. Mr. Reinhart does not
beneficially own any shares of the Company's Common Stock. Mr. Reinhart's
address is c/o Smith Barney Inc., 350 California Street, Suite 2100, San
Francisco, California 94104.

JAMES M. RUBERTO, age 49. has been Executive Vice President -
Administration since January 1996. Prior thereto, Mr. Ruberto had been
Executive Vice President of the Company and President of CT Film since March
1992. Prior thereto, Mr. Ruberto had been Executive Vice President - Sales and
Market Development of Rexene since January 1991. From April 1989 to January
1991, Mr. Ruberto was Executive Vice President - Marketing and Business
Planning of Rexene. Mr. Ruberto beneficially owns 43,333 shares of the
Company's Common Stock, all of which Mr. Ruberto has the right to acquire
within 60 days upon the exercise of options granted to him pursuant to the
Company's stock option plans.

JAMES L. SHUMAN, age 30, has been a vice president of Schroder Wertheim &
Co., Inc. since 1996 and was an associate at the firm prior to such date. Mr.
Shuman does not beneficially own any shares of the Company's Common Stock. Mr.
Shuman's address is c/o Schroder Wertheim & Co. Incorporated, 787 Seventh
Avenue, Now York, New York 10019.

KENNETH SIEGEL, age 40, has been a Managing Director of Schroder Wertheim
since 1991 and served in various other capacities at such firm prior to such
date. Mr. Siegel does not beneficially own any shares of the Company's Common
Stock. Mr. Siegel's address is c/o Schroder Wertheim & Co. Incorporated, 787
Seventh Avenue, New York, New York 10019.

ANDREW J. SMITH, age 55, has been Chairman of the Board of Directors since
April 1996 and Chief Executive Officer and a director of the Company since
March 1992. From December 1991 to March 1992, he was a private consultant. From
June 1991 to December 1991 he was President and Chief Operating Officer of Itex
Enterprises, Inc., an environmental remediation company. Mr. Smith also served
as a consultant to Rexene from January 1991 to June 1991. Immediately prior
thereto, he had been a director of Rexene since May 1988 and the President and
Chief Executive Officer of Rexene since June 1988. Mr. Smith joined the Company
in 1976. Mr. Smith beneficially owns 103,557 shares of the Company's Common
Stock, which includes 77,000 shares which Mr. Smith has the right to acquire
within 60 days upon the exercise of options granted to him pursuant to the
Company's stock option plans.

STEPHEN C. SWID, age 56, has served as a director of the Company since
March 19, 1997. Mr. Swid has served as Chairman and Chief Executive Officer of
SCS Communications, an owner and operator of diverse media properties, since
late 1989. From February 1990 to January 1995, Mr. Swid was the Chairman and
Chief Executive Officer of Westview Press. Prior thereto, Mr. Swid had been the
Chairman and Chief Executive Officer of SBK Entertainment World, Inc., from
November 1986 to May 1989. For the twelve years prior thereto, Mr. Swid had
been the Co-Chairman and Co-Chief Executive Officer of Knoll International
Holdings, Inc. Mr. Swid beneficially owns 639,254 shares of the Company's
Common Stock.

JONATHAN R. WHEELER, age 45, has been Executive Vice President of the
Company and President of CT Film since January 1996, Prior thereto, Mr. Wheeler
was Executive Vice President - Administration since April 1995. Prior thereto,
Mr. Wheeler had been Senior Vice President - Administration of the Company
since December 1990. Mr. Wheeler beneficially owns 38,500 shares of the
Company's

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<PAGE> 6

Common Stock, which includes 38,000 shares which Mr. Wheeler has the right to
acquire within 60 days upon the exercise of options granted to him pursuant to
the Company's stock option plans,

J. STUART WHITE, age 33, has been a vice president of Smith Barney since
January 1997 and was an associate at the firm since 1993. From 1989 to 1993,
Mr. White was an Assistant Vice President at Skopbank. Mr. White does not
beneficially own any shares of Common Stock. Mr. White's address is c/o Smith
Barney Inc., 388 Greenwich Street, New York, New York 10013.

On July 7, 1992, the United States Bankruptcy Court for the District of
Delaware entered an order confirming a First Amended Plan of Reorganization,
which became effective on September 18, 1992, relating to the Company's
bankruptcy proceedings pursuant to voluntary petitions filed by the Company's
predecessor under Chapter 11 of the United States Bankruptcy Code on October
18, 1991. Messrs. Anderson, Hewitt and Smith, directors of the Company, were
also directors of the Company's predecessor that filed such petitions.

The address of each of the persons listed above other than Messrs.
Bringajord, Capano, Reinhart, Shuman, Siegel and White is c/o Rexene
Corporation, 5005 LBJ Freeway, Dallas, Texas 75244.

-end-

<PAGE> 1

[FORM OF SUMMARY ADVERTISEMENT]

This announcement is neither an offer to purchase nor a solicitation of an
offer to sell Shares. The Offer is made solely by the Offer to Purchase and the
related Letter of Transmittal. The Offer is not being made to, nor will the
Company accept tenders from, holders of Shares in any jurisdiction in which the
Offer or its acceptance would violate that jurisdiction's laws. The Company is
not aware of any jurisdiction in which the making of the Offer or the tender of
Shares would not be in compliance with the laws of such jurisdiction. In
jurisdictions whose laws require that the Offer be made by a licensed broker or
dealer, the Offer shall be deemed to be made on the Company's behalf by Smith
Barney Inc., Schroder Wertheim & Co. Incorporated, or by one or more registered
brokers or dealers licensed under the laws of such jurisdiction.

NOTICE OF OFFER TO PURCHASE FOR CASH BY REXENE CORPORATION
UP TO 2,156,250 SHARES OF ITS COMMON STOCK
(INCLUDING THE ASSOCIATED COMMON STOCK PURCHASE RIGHTS)
AT A PURCHASE PRICE NOT GREATER THAN $16.00
NOR LESS THAN $14.00 PER SHARE

Rexene Corporation, a Delaware corporation (the "Company"), invites its
stockholders to tender up to 2,156,250 shares of its common stock (the
"Shares"), including the associated Common Stock Purchase Rights (the "Rights"),
to the Company at prices not greater than $16.00 nor less than $14.00 per share
in cash, specified by tendering stockholders, upon the terms and subject to the
conditions set forth in the Offer to Purchase, dated April 4, 1997 (the "Offer
to Purchase"), and the related Letter of Transmittal (which, as may be amended
or supplemented from time to time, together constitute the "Offer"). Unless the
Rights are redeemed by the Company or become separately tradeable prior to the
Expiration Date (as defined below), a tender of Shares also will constitute a
tender of the associated Rights. Unless the context requires otherwise, all
references herein to Shares shall include the associated Rights.

THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00
MIDNIGHT, NEW YORK CITY TIME, ON MONDAY, MAY 5, 1997, UNLESS THE OFFER IS
EXTENDED.

The Offer is not conditioned on any minimum number of Shares being
tendered. The Offer is, however, subject to certain other conditions set forth
in the Offer to Purchase, including continued availability of funds to purchase
the tendered Shares if there is a change of control of the Company under the
Company's bank credit agreement.

The Board of Directors of the Company has approved the making of the Offer.
However, stockholders must make their own decisions whether to tender Shares
and, if so, how many Shares to tender and the price or prices at which Shares
should be tendered. Neither the Company nor its Board of Directors makes any
recommendation to any stockholder as to whether to tender or refrain from
tendering Shares. The Company has been advised that none of its directors,
executive officers or their respective affiliates intends to tender any Shares
pursuant to the Offer.

The Company will, upon the terms and subject to the conditions of the
Offer, determine a single per Share price (not greater than $16.00 nor less than
$14.00 per share), net to the seller in cash (the "Purchase Price"), that it
will pay for Shares validly tendered and not withdrawn pursuant to the Offer,
taking into account the number of Shares so tendered and the prices specified by
tendering stockholders. The Company will select the lowest Purchase Price that
will allow it to buy 2,156,250 Shares validly tendered and not withdrawn
pursuant to the Offer (or such lesser number of Shares as are validly tendered
at prices not greater than $16.00 nor less than $14.00 per Share). The Company
will pay the Purchase Price for all Shares validly tendered prior to the
Expiration Date at prices specified by the tendering stockholders at or below
the Purchase Price and not withdrawn, upon the terms and subject to the
conditions of the Offer, including the proration terms described below. The term
"Expiration Date" means 12:00 Midnight, New York City time, on Monday, May 5,
1997, unless and until the Company in its sole discretion shall have extended
the period of time during which the Offer is open, in which event the term
"Expiration Date" shall refer to the latest time and date at which the Offer, as
so extended by the Company, shall expire. The Company reserves the right, in
<PAGE> 2

its sole discretion, to purchase more than 2,156,250 Shares pursuant to the
Offer, provided that the aggregate consideration paid by the Company to purchase
all Shares pursuant to the Offer will not exceed $34.5 million. For purposes of
the Offer, the Company will be deemed to have accepted for payment (and
therefore purchased), subject to proration, Shares that are validly tendered at
or below the Purchase Price and not withdrawn when, as and if it gives oral or
written notice to ChaseMellon Shareholder Services, L.L.C. (the "Depositary"),
of its acceptance of such Shares for payment pursuant to the Offer. In all
cases, payment for Shares tendered and accepted for payment pursuant to the
Offer will be made promptly (subject to possible delay in the event of
proration) but only after timely receipt by the Depositary of certificates for
Shares (or a timely confirmation of a book-entry transfer of such Shares into
the Depositary's account at one of the Book-Entry Transfer Facilities (as
defined in the Offer to Purchase)), a properly completed and duly executed
Letter of Transmittal (or manually signed facsimile thereof), or an Agent's
Message in lieu of a Letter of Transmittal, and any other required documents.

Upon the terms and subject to the conditions of the Offer, in the event
that more than 2,156,250 Shares (or such greater number of Shares as the Company
may elect to purchase pursuant to the Offer) are validly tendered at or below
the Purchase Price and not withdrawn, the Company will purchase such validly
tendered Shares in the following order of priority: (i) all Shares validly
tendered at or below the Purchase Price and not withdrawn prior to the
Expiration Date by any Odd Lot Owner (as defined in the Offer to Purchase) who
tenders all such Shares beneficially owned by such Odd Lot Owner at or below the
Purchase Price (partial tenders will not qualify for this preference) and who
completes the box captioned "Odd Lots" on the Letter of Transmittal and, if
applicable, on the Notice of Guaranteed Delivery, and (ii) after purchase of all
of the foregoing Shares, all other Shares validly tendered at or below the
Purchase Price prior to the Expiration Date on a pro rata basis.

The Company's Board of Directors believes that, given the Company's
businesses, assets and prospects, the purchase of Shares pursuant to the Offer
is an attractive investment that will benefit the Company and its remaining
stockholders. The Company is making the Offer to afford to those stockholders
who desire liquidity an opportunity to sell all or a portion of their Shares
without the usual transaction costs associated with open market sales. After the
Offer is completed, the Company expects to have sufficient cash flow and access
to other sources of capital to continue to fund its ongoing capital improvement
program and other growth initiatives.

The Company expressly reserves the right, at any time or from time to time,
in its sole discretion, to extend the period of time during which the Offer is
open by giving notice of such extension to the Depositary and making a public
announcement thereof. Subject to certain conditions set forth in the Offer to
Purchase, the Company also expressly reserves the right to terminate the Offer
and not accept for payment any Shares not theretofore accepted for payment.

Shares tendered pursuant to the Offer may be withdrawn at any time before
the Expiration Date and, unless accepted for payment by the Company as provided
in the Offer to Purchase, may also be withdrawn after 12:00 Midnight, New York
City time, on Friday, May 30, 1997. For a withdrawal to be effective, the
Depositary must receive a notice of withdrawal in written, telegraphic or
facsimile transmission form on a timely basis. Such notice of withdrawal must
specify the name of the person who tendered the Shares to be withdrawn, the
number of Shares tendered, the number of Shares to be withdrawn and the name of
the registered holder, if different from that of the person who tendered such
Shares. If the certificates have been delivered or otherwise identified to the
Depositary, then, prior to the release of such certificates, the tendering
stockholder must also submit the serial numbers shown on the particular
certificates evidencing the Shares and the signature on the notice of withdrawal
must be guaranteed by an Eligible Institution (as defined in the Offer to
Purchase) (except in the case of Shares tendered by an Eligible Institution). If
Shares have been tendered pursuant to the procedure for book-entry transfer, the
notice of withdrawal must specify the name and the number of the account at the
applicable Book-Entry Transfer Facility to be credited with the withdrawn Shares
and otherwise comply with the procedures of such facility.

The Offer to Purchase and the Letter of Transmittal contain important
information which should be read carefully before stockholders decide whether to
accept or reject the Offer and, if accepted, at what price or
<PAGE> 3

prices to tender their Shares. These materials are being mailed to record
holders of Shares and are being furnished to brokers, banks and similar persons
whose names, or the names of whose nominees, appear on the Company's stockholder
list (or, if applicable, who are listed as participants in a clearing agency's
security position listing) for transmittal to beneficial holders of Shares.

The information required to be disclosed by Rule 13e-4(d)(1) under the
Securities Exchange Act of 1934, as amended, is contained in the Offer to
Purchase and is incorporated by reference herein.

Additional copies of the Offer to Purchase and the Letter of Transmittal
may be obtained from the Information Agent and will be furnished at the
Company's expense. Questions and requests for assistance may be directed to the
Information Agent or the Dealer Managers as set forth below:

The Information Agent for the Offer is:

D.F. KING & CO., INC.
77 WATER STREET
20TH FLOOR
NEW YORK, NEW YORK 10005
BANKS AND BROKERS CALL: (212) 425-1395
ALL OTHERS CALL TOLL FREE: (800) 714-3310

The Dealer Managers for the Offer are:

SMITH BARNEY INC.
390 GREENWICH STREET
NEW YORK, NEW YORK 10013
CALL TOLL FREE: (800) 996-7920

AND

SCHRODER WERTHEIM & CO.
EQUITABLE CENTER
787 SEVENTH AVENUE
NEW YORK, NEW YORK 10019
CALL TOLL FREE: (800) 992-9876

April 4, 1997

<PAGE> 1

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9

GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE
PAYER -- Social Security Numbers have nine digits separated by two hyphens:
i.e., 000-00-0000. Employer Identification Numbers have nine digits separated by
only one hyphen: i.e., 00-0000000. The table below will help determine the type
of number to give the payer.
- ---------------------------------------------------------------
---------------------------------------------------------------

<TABLE>
<CAPTION>
GIVE THE
SOCIAL SECURITY
FOR THIS TYPE OF ACCOUNT: NUMBER OF --
- --------------------------------------------------------------
GIVE THE EMPLOYER
IDENTIFICATION
FOR THIS TYPE OF ACCOUNT: NUMBER OF --
- --------------------------------------------------------------
<C> <S> <C>
1. An individual's account The individual
2. Two or more individuals (joint The actual owner of the
account) account or, if combined
funds, any one of the
individuals(1)
3. Husband and wife (joint The actual owner of the
account) account or, if joint
funds, either person(1)
4. Custodian account of a minor The minor(2)
(Uniform Gift to Minors Act)
5. Adult and minor (joint account) The adult or, if the
minor is the only
contributor, the
minor(1)
6. Account in the name of guardian The ward, minor, or
or committee for a designated incompetent person(3)
ward, minor, or incompetent
person
7. a. The usual revocable savings The grantor- trustee(1)
trust account (grantor is
also trustee) The actual owner(1)
b. So-called trust account that
is not a legal or valid
trust under State law
8. Sole proprietorship account The owner(4)
9. A valid trust, estate, or The legal entity (Do not
pension trust furnish the identifying
number of the personal
representative or
trustee unless the legal
entity itself is not
designated in the
account title.)(5)
10. Corporate account The corporation
11. Religious, charitable, or The organization
educational organization
account
12. Partnership account held in the The partnership
name of the business
13. Association, club, or other The organization
tax-exempt organization
14. A broker or registered nominee The broker or nominee
15. Account with the Department of The public entity
Agriculture in the name of a
public entity (such as a State
or local government, school
district, or prison) that
receives agricultural program
payments
</TABLE>

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(1) List first and circle the name of the person whose number you furnish.
(2) Circle the minor's name and furnish the minor's social security number.
(3) Circle the ward's, minor's or incompetent person's name and furnish such
person's social security number.
(4) You must show your individual name, but you may also enter your business or
"doing business" name. You may use either your Social Security Number or
Employer Identification Number.
(5) List first and circle the name of the legal trust, estate, or pension trust.
NOTE:If no name is circled when there is more than one name, the number will be
considered to be that of the first name listed.
<PAGE> 2

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER OF SUBSTITUTE FORM W-9

PAGE 2

OBTAINING A NUMBER

If you don't have a taxpayer identification number or you don't know your
number, obtain Form SS-5, Application for a Social Security Number Card, or Form
SS-4, Application for Employer Identification Number, at the local office of the
Social Security Administration or the Internal Revenue Service (the "IRS") and
apply for a number.

PAYEES EXEMPT FROM BACKUP WITHHOLDING

Payees specifically exempted from backup withholding on ALL payments include the
following:

- - A corporation.

- - A financial institution.

- - An organization exempt from tax under section 501(a), or an individual
retirement plan or a custodial account under Section 403(b)(7).

- - The United States or any agency or instrumentality thereof.

- - A State, the District of Columbia, a possession of the United States, or any
subdivision or instrumentality thereof.

- - A foreign government, a political subdivision of a foreign government, or any
agency or instrumentality thereof.

- - An international organization or any agency, or instrumentality thereof.

- - A registered dealer in securities or commodities registered in the U.S. or a
possession of the U.S.

- - A real estate investment trust.

- - A common trust fund operated by a bank under section 584(a).

- - An exempt charitable remainder trust, or a non-exempt trust described in
section 4947(a)(1).

- - An entity registered at all times under the Investment Company Act of 1940.

- - A foreign central bank of issue.

Payments of dividends and patronage dividends not generally subject to backup
withholding include the following:

- - Payments to nonresident aliens subject to withholding under section 1441.
- - Payments to partnerships not engaged in a trade or business in the U.S. and
which have at least one nonresident partner.

- - Payments of patronage dividends where the amount received is not paid in
money.

- - Payments made by certain foreign organizations.

- - Payments made to a nominee.

Payments of interest not generally subject to backup withholding include the
following:

- - Payments of interest on obligations issued by individuals. Note: You may be
subject to backup withholding if this interest is $600 or more and is paid in
the course of the payer's trade or business and you have not provided your
correct taxpayer identification number to the payer.

- - Payments of tax-exempt interest (including exempt-interest dividends under
section 852).

- - Payments described in section 6049(b)(5) to non-resident aliens.

- - Payments on tax-free covenant bonds under section 1451.

- - Payments made by certain foreign organizations.

- - Payments made to a nominee.

Exempt payees described above should file Form W-9 to avoid possible erroneous
backup withholding. FILE THIS FORM WITH THE PAYER, FURNISH YOUR TAXPAYER
IDENTIFICATION NUMBER, CHECK "EXEMPT" IN PART II OF THE FORM, SIGN AND DATE THE
FORM AND RETURN IT TO THE PAYER.

Certain payments other than interest, dividends, and patronage dividends, that
are not subject to information reporting are also not subject to backup
withholding. For details, see the regulations under sections 6041, 6041A(a),
6045, and 6050A.

PRIVACY ACT NOTICE. -- Section 6109 requires most recipients of dividend,
interest, or other payments to give taxpayer identification numbers to payers
who must report the payments to IRS. IRS uses the numbers for identification
purposes. Payers must be given the numbers whether or not recipients are
required to file tax returns. Beginning January 1, 1993, payers must generally
withhold 31% of taxable interest, dividend, and certain other payments to a
payee who does not furnish a taxpayer identification number to a payer. Certain
penalties may also apply.

PENALTIES

(1) PENALTY FOR FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER. -- If you
fail to furnish your taxpayer identification number to a payer, you are subject
to a penalty of $50 for each such failure unless your failure is due to
reasonable cause and not to willful neglect.

(2) FAILURE TO REPORT CERTAIN DIVIDEND AND INTEREST PAYMENTS -- If you fail to
include any portion of an includible payment for interest, dividends, or
patronage dividends in gross income, such failure will be treated as being due
to negligence and will be subject to a penalty of 5% on any portion of an
under-payment attributable to that failure unless there is clear and convincing
evidence to the contrary.

(3) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING. -- If you
make a false statement with no reasonable basis which results in no imposition
of backup withholding, you are subject to a penalty of $500.

(4) CRIMINAL PENALTY FOR FALSIFYING INFORMATION. -- Falsifying certifications or
affirmations may subject you to criminal penalties including fines and/or
imprisonment. FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE
INTERNAL REVENUE SERVICE.