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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of Earliest Event Reported): June 9, 1997
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REXENE CORPORATION
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(Exact Name of Registrant as Specified in its Charter)
DELAWARE
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(State or Other Jurisdiction of Incorporation)
1-9988 75-2104131
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(Commission File Number) (I.R.S. Employer Identification No.)
5005 LBJ FREEWAY, DALLAS, TEXAS 75244
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(Address of Principal Executive Offices) (Zip Code)
(972) 450-9000
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(Registrant's Telephone Number, Including Area Code)
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(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events
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On June 9, 1997, Rexene Corporation (the "Company") announced that
it had entered into a merger agreement (the "Merger Agreement") with Huntsman
Corporation ("Huntsman") providing for the merger of a wholly-owned subsidiary
of Huntsman with and into the Company (the "Merger"). In the Merger, each
outstanding share of common stock, par value $.01 per share, of the Company,
other than shares to be cancelled pursuant to the Merger Agreement and
Dissenting Shares (as defined in the Merger Agreement) will be converted into
the right to receive $16.00 per share.
A copy of the press release issued by the Corporation announcing the
execution of the Merger Agreement is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Statements
and Exhibits
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(c) Exhibits
99.1 Press release of Rexene Corporation dated June 9, 1997.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
REXENE CORPORATION
By: /s/ Bernard J. McNamee
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Bernard J. McNamee
Executive Vice President,
Secretary and General Counsel
Date: June 18, 1997
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EXHIBIT INDEX
Item No.
99.1 Press release of Rexene Corporation, dated June 9, 1997.
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REXENE CORPORATION
5005 LBJ Freeway o Suite 500 o Occidental
Tower o Dallas, TX 75244 o (972) 450-9000
Contacts: Don H. Olsen Neil Devroy
Huntsman Corporation Rexene Corporation
(801) 532-5200 (972) 450-9101
HUNTSMAN AND REXENE SIGN MERGER AGREEMENT
SALT LAKE CITY, UTAH and DALLAS, TEXAS - June 9, 1997 -- Jon M. Huntsman,
Chairman and CEO of Huntsman Corporation and Andrew J. Smith, Chairman and CEO
of Rexene Corporation (NYSE:RXN), announced today that Huntsman and Rexene have
entered into a merger agreement whereby Huntsman will acquire all outstanding
shares of Rexene common stock in a one-step merger transaction for $16 per share
in cash. The total transaction value, including the assumption of Rexene's debt,
is approximately $600 million. Rexene Corporation has approximately 19,000,000
common shares outstanding.
The Board of Directors of each company has approved the transaction and Rexene's
Board of Directors has recommended that the Rexene stockholders approve the
merger agreement at a special meeting of stockholders to be held later in the
year. The merger is subject to regulatory review and is expected to be
consummated in the latter part of the third quarter of 1997.
Mr. Huntsman stated, "We have maintained our interest in Rexene because of the
extraordinary synergies and efficiencies that would result from a merger of our
two companies. We greatly respect Mr. Andy Smith and believe Rexene has built
strong value in this business."
Mr. Smith commented, "After several weeks of discussions with Huntsman
Corporation, we arrived at a merger agreement that our Board believes is in the
best interest of the Company's stockholders. This transaction will add the
specialty polymers and film capabilities of Rexene to the polymer and film
products already offered by Huntsman."
In light of its definitive merger agreement with Huntsman, Rexene also announced
today that it has postponed the Special Meeting of Stockholders scheduled to be
held on June 12, 1997. Rexene has also terminated its Dutch-auction tender offer
for up to 2,156,250 shares of its common stock, which had been scheduled to
expire at 12 Midnight, EDT on June 19, 1997.
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Rexene manufactures several key products for the chemical and plastics industry,
including ethylene, propylene, styrene monomer, specialty polyethylene,
polypropylene, APAO and FPO polymers, and thermoplastic films. APAO is used
principally as an adhesive, in roofing materials, and also in wire and cable
wrap. FPO is a soft poly propylene designed for use primarily in medical,
automotive, industrial and personal care markets.
Peter R. Huntsman, President and Chief Operating Officer of Huntsman
Corporation, commented, "We are delighted to add Rexene's polymer and film
product lines to our portfolio. We anticipate expanding the production capacity
of both, not only to maintain, but to enhance the present customer focus.
Rexene's polypropylene will add greatly to our existing base of product grades,
technology and developmental capabilities."
He continued, "This acquisition also marks our entrance into the polyethylene
business. While today we are not a market leader in this field, we are beginning
as we did with polystyrene and polypropylene. Our future growth will be
controlled, but aggressive."
Huntsman Corporation is the nation's largest privately-held chemical company.
Its operating companies manufacture basic products for the chemical, plastics,
detergent, personal care, rubber and packaging industries. Originally known for
pioneering innovations in packaging, and later, rapid and integrated growth in
petrochemicals, Huntsman-held companies today have revenues of $4.3 billion from
multiple locations worldwide.
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