SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
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REXENE CORPORATION
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other
than the Registrant)
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REXENE
Corporation
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5005 LBJ Freeway - Suite 500 - Occidental Tower
Dallas, TX 75224 - 972-450-9000
CONTACT: Neil Devroy
(972) 450-9101
John Cornwell
D.F. King
(212) 493-6952
LEADING INDEPENDENT SHAREHOLDER ADVISORY FIRM
RECOMMENDS SUPPORT FOR REXENE BOARD
AND AUTHORIZATION OF STOCK REPURCHASE PROGRAM
Dallas, Texas - April 24, 1997 - Rexene Corporation (NYSE:RXN) said today
that Institutional Shareholder Services, Inc. (ISS), the leading independent
proxy advisory to institutional investors, has recommended that shareholders
reject the attempt by a group of dissident shareholders led by Wyser- Pratte &
Co. Inc. and Spear Leeds & Kellogg to replace Rexene Corporation's Board of
Directors. In a 22-page report dated April 18, 1997, ISS, as part of its vote
recommendations, suggests that shareholders discard the Wyser-Pratte groups gold
proxy card and use Rexene's WHITE proxy card, to vote AGAINST the removal of
directors, FOR the election of management's slate of directors and FOR
authorization of the Company's share repurchase program.
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ISS, based in Bethesda, Maryland, is recognized as the leading
institutional advisor on proxy contests, corporate governance and related
issues. In its report, ISS states, "The dissidents charge that current
management has done nothing to enhance shareholder value ... ISS fails to see
this ... Since 1993, the company has gone from negative net worth to more than
$170 (sic) million in shareholders' equity ... and a $2.40 loss per share is now
$1.55 per share in earnings ... If Rexene management has done such a poor job,
why has Wyser-Pratte said it would invite Mr. Smith to stay on as CEO if it wins
the proxy contest?"
Referencing discussions between Rexene and Huntsman Corporation, ISS said,
"We find nothing objectionable about Rexene's wanting firm financial assurances
or insisting on a secrecy agreement to open its books to an outsider ... Why is
Huntsman averse to this if its offer is sincere? Unless Huntsman can demonstrate
otherwise, we conclude that the offer was disingenuous..." ISS also stated that
Mr. Huntsman's reluctance to sign a confidentiality and standstill agreement is
"inexplicable".
Referring to the dissident slate of directors, ISS said, "The dissidents
stressed that they have no arrangements or
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understanding with Huntsman regarding a sale of the company ... (and) they have
no alternative strategy or business plan." ISS also recommended a vote for the
resolution to amend the Company's bylaws to restrict the "Poison Pill".
Discussing the Company's proposed stock repurchase program, ISS said,
"...we believe shareholders who want to reduce or liquidate their positions
should participate in the buyback and vote in favor of the second tranche of the
repurchase. For those who remain invested, ISS supports the approach of Rexene's
financial advisors and creditors that the repurchase will not jeopardize the
company's financial health ... We believe a repurchase offers the benefits of
cashing out at a premium price or remaining invested with a boost to earnings
per share and to the stock price. As outlined by Rexene, there is no provision
in the preferred share issuance that would obstruct a potential acquirer."
Andrew J. Smith, Chairman and Chief Executive Officer of Rexene said, "We
are extremely gratified by this recommendation by ISS, an independent and highly
respected proxy advisory firm. Clearly, ISS understands that Rexene's board and
management have acted responsibly throughout this process and are genuinely
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committed to serving the best interest of the Company's
shareholders."
Rexene has not obtained permission from ISS for the use of the ISS report
as proxy soliciting material, nor has it compensated ISS for the preparation,
publication or use of any information contained in the ISS report.
Rexene Corporation, through its Rexene Products and CT Film divisions,
manufactures thermoplastic resins, styrene and plastic film. Headquartered in
Dallas, Texas, the Company has manufacturing facilities in Texas, Wisconsin,
Georgia, Delaware, Utah and in England.
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