SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
August 26, 1997
(Date of earliest event reported)
Huntsman Polymers Corporation
(Exact name of Registrant as specified in its charter)
Delaware 1-9988 75-2104131
(State of (Commission File No.) (IRS Employer
Incorporation) Identification No.)
500 Huntsman Way, Salt Lake City, Utah 84108
(Address of principal executive offices, including zip code)
(801) 584-5700
(Registrant's telephone number, including area code)
Rexene Corporation
(Former name or former address, if changed since last report)
ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
On August 27, 1997, Huntsman Centennial
Corporation ("Sub"), a Delaware corporation and a
subsidiary of Huntsman Corporation, a Utah corporation
("Huntsman"), was merged (the "Merger") with and into
Rexene Corporation ("Rexene"), and Rexene changed its
name to Huntsman Polymers Corporation (the "Company").
The Merger occurred pursuant to an Agreement
and Plan of Merger among Huntsman, Sub and Rexene, dated
June 9, 1997 (the "Merger Agreement"). The stockholders
of Rexene approved the Merger Agreement at a Special
Meeting held on August 26, 1997.
In the Merger, all of the shares of common
stock, $.01 par value, of Rexene (the "Common Stock")
(other than dissenting shares and shares held by
Huntsman, Sub or Rexene) were cancelled and converted
into the right to receive $16.00 in cash, without
interest, per share of Common Stock (the "Merger
Consideration"). As a result of the Merger, Huntsman
indirectly owns all of the Common Stock of the Company,
and the Company thus became an indirect subsidiary of
Huntsman. Following the Merger, the Company filed a Form
15 with the Commission regarding the de-registration of
the Common Stock. The Company has also requested that
the New York Stock Exchange (the "Exchange") remove the
Common Stock from listing on the Exchange effective
August 27, 1997.
The aggregate amount of the Merger
Consideration is $301,613,836.00. Sub will obtain such
amount from Huntsman in the form of equity and debt
investments by Huntsman in Sub. Huntsman intends to
borrow such amounts under its existing credit facilities.
Such credit facilities consist of (i) a $950
million revolving loan facility pursuant to a $1.725
billion Credit Agreement with a group of lenders for
which Bankers Trust Company acts as Administrative Agent,
dated as of January 29, 1996, as amended (the "Credit
Agreement") and (ii) a $200 million term loan facility
(the "Term B Loan") pursuant to a $450 million Term Loan
Agreement with a group of lenders for which Bankers Trust
Company acts as Agent, dated as of October 23, 1996, as
amended (the "Term Loan Agreement").
The Credit Agreement and Term Loan Agreement
loans bear interest at either the prime rate plus a
margin or at a Eurodollar rate plus a margin. The margin
changes quarterly, based upon Huntsman's total debt to
EBITDA ratio, within ranges of (1) 0% to 0.5% for Credit
Agreement prime rate loans, (2) 0.5% to 1.75% for Credit
Agreement Eurodollar rate loans, (3) 0.5% to 0.75% for
Term B Loan prime rate loans, and (4) 1.75% to 2.25% for
Term B Loan Eurodollar loans. Loans under both the
Credit Agreement and the Term Loan Agreement are secured
by substantially all of the assets of Huntsman and its
principal domestic subsidiaries and are guaranteed by
such subsidiaries. Subject to the limitations of the
indenture entered into in connection with the Company's
11 3/4% Senior Notes due 2004 and pursuant to certain
contracts, both the Credit Agreement and Term Loan
Agreement require that substantially all of the assets of
the Company be pledged to secure Huntsman's obligations
under such facilities following the Merger and that the
Company guarantee such obligations.
All of the shares of common stock in the
Company have been pledged to the lenders under the Credit
Agreement and the Term Loan Agreement in order to secure
the obligations of Huntsman Corporation thereunder. To
the knowledge of the Company, there are no other
arrangements, including any pledge by any person of
securities of the Company, the operation of which may at
a subsequent date result in a further change in control
of the Company.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
(a) Previous independent accountants
(i) On August 27, 1997, the Company
dismissed Price Waterhouse LLP, which served as the
Company's independent accountants prior to the
Merger.
(ii) The reports of Price Waterhouse LLP
on the financial statements for the past two fiscal
years of the Company contained no adverse opinion or
disclaimer of opinion and were not qualified or
modified as to uncertainty, audit scope or
accounting principles.
(iii) The Company's Board of Directors
participated in and approved the decision to change
independent accountants.
(iv) In connection with its audits for
the two most recent fiscal years and through August
27, 1997, there were no disagreements with Price
Waterhouse LLP on any matter of accounting
principles or practices, financial statement
disclosure, or auditing scope or procedure, which
disagreements if not resolved to the satisfaction of
Price Waterhouse LLP would have caused Price
Waterhouse LLP to make reference thereto in their
report on the financial statements for such years.
(v) During the two most recent fiscal
years and through August 27, 1997, no reportable
event, as that term is defined in Item 304(a)(1)(v)
of Regulation S-K, has occurred.
(vi) The Company has requested that Price
Waterhouse LLP furnish it with a letter addressed to
the Commission stating whether or not it agrees with
the above statements. A copy of such letter, dated
August 29, 1997, is filed as Exhibit 16 to this Form
8-K.
(b) New independent accountants
The Company engaged Deloitte & Touche LLP as
its new independent accountants as of August 27, 1997.
Such engagement was approved by the Company's Board of
Directors on August 27, 1997. During the two most recent
fiscal years and through August 27, 1997, the Company has
not consulted with Deloitte & Touche LLP regarding
either:
(i) the application of accounting
principles to a specified transaction, either
completed or proposed; or the type of audit opinion
that might be rendered on the Company's financial
statements; or
(ii) any matter that was either the
subject of a disagreement, as that term is defined
in Item 304(a)(1)(iv) of Regulation S-K and the
related instructions to Item 304 of Regulation S-K,
or a reportable event, as that term is defined in
Item 304(a)(1)(v) of Regulation S-K.
ITEM 7. EXHIBITS
(c) Exhibits
Exhibit No. Description
16 Letter from Price Waterhouse LLP
regarding change in certifying
accountant
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.
Huntsman Polymers Corporation
/s/ Martin F. Petersen
Date: August 29, 1997 By:_____________________________
Name: Martin F. Petersen
Title: Vice President
EXHIBIT INDEX
Exhibit No. Description
16 Letter from Price Waterhouse LLP
regarding change in certifying
accountant
Exhibit 16
August 29, 1997
Securities and Exchange Commission
Mail Stop 9-5
450 Fifth St., N.W.
Washington, D.C. 20549
Dear Sirs:
We have read Item 4 included in the attached Form 8-K,
dated August 29, 1997, of Huntsman Polymers Corporation
to be filed with the Securities and Exchange Commission
and are in agreement with the statements contained
therein insofar as they pertain to us.
Very truly yours,
/s Price Waterhouse LLP
