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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
[X] Filed by the Registrant
[ ] Filed by a Party other than the Registrant
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[X] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
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)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-
6(i)(4) and 0-11.
1) Title of each class of securities to which transaction
applies:
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2) Aggregate number of securities to which transaction
applies:
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3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth
the amount on which the filing fee is calculated and
state how it was determined):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the
Form or Schedule and the date of its filing.
1) Amount Previously Paid: $
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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Contact: Neil Devroy
(972) 450-9101
REXENE FILES REVISED REVOCATION SOLICITATION STATEMENT
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DALLAS, TX: January 2, 1997 -- Rexene Corporation
(NYSE: RXN) said today that is has filed a revised preliminary
revocation solicitation statement with the Securities and
Exchange Commission in opposition to the solicitation and mailing
made in late December by Guy P. Wyser-Pratte, Wyser-Pratte & Co.,
Inc. and Spear, Leeds & Kellogg to call a special meeting of
Rexene stockholders. The Rexene Board of Directors opposes the
calling of a special meeting because it believes that the matters
to be proposed by the Wyser-Pratte group at the meeting would not
be in the best interest of Rexene's stockholders.
In a letter to stockholders that accompanies the
preliminary revocation solicitation statement, Rexene Chairman
and Chief Executive Officer Andrew J. Smith notes that the activ-
ities of the Wyser-Pratte group follow three proposals by the
Huntsman Corporation to acquire all of the outstanding shares of
common stock of Rexene. The third and latest proposal was to
acquire the company at a price of $16 per share. However, that
proposal did not provide for any financing and, in the view of
the Rexene Board, was highly conditional and not likely to lead
to a transaction in the near term.
"Much has been written and said by the Wyser-Pratte
group and Mr. Huntsman concerning Huntsman's various proposals to
acquire Rexene," Mr. Smith writes. "So that there is no
misunderstanding about where the Rexene Board stands, I would
like to make our position perfectly clear. ALTHOUGH IN THE
REXENE BOARD'S VIEW A $16 PRICE DOES NOT FULLY REFLECT THE LONG-
TERM PROSPECTS OF THE COMPANY, AT THIS TIME THE BOARD WOULD NOT
OPPOSE A FULLY-FINANCED CASH OFFER TO ACQUIRE ALL OF THE
OUTSTANDING COMMON STOCK ON CUSTOMARY TERMS AT $16 PER SHARE, AS
LONG AS THE OFFER IS CAPABLE OF BEING CONSUMMATED THROUGH A
TENDER OFFER OR OTHERWISE WITHIN 60 DAYS. IF SUCH AN OFFER WERE
MADE, THE BOARD WOULD TAKE ALL ACTIONS NECESSARY TO MAKE THE
COMPANY'S STOCKHOLDER RIGHTS PLAN (THE SO-CALLED 'POISON PILL')
INAPPLICABLE TO SUCH AN OFFER. To date, we have not received any
offers that meet these conditions."
The preliminary revocation statement also notes that
the latest Huntsman proposal prohibited the Company from
continuing to implement its capital expenditure program and
placed other unacceptable restrictions on the Company's ability
to operate. Therefore, in the Board's view, the value of the
Company would have been materially diminished over the long
period of time contemplated by the proposal. Huntsman's proposal
also continued demands for "lock-up" stock options and "break-up"
fees that, in the view of the Company's counsel, were illegal
under Delaware law.
Mr. Smith's letter says, "Stockholders should keep in
mind that if the Wyser-Pratte group gains control of the Board of
Directors and is thereafter incapable of selling the Company at
$16 per share . . . the Wyser-Pratte directors -- who have no
experience in managing a specialized polymer company like Rexene
-- will be forced to manage the Company or sell the Company at an
unacceptably low price." The full text of Mr. Smith's letter to
stockholders and a list of participants is attached.
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.
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REXENE CORPORATION
5005 LBJ FREEWAY
DALLAS, TEXAS 75244
January __, 1997
Dear Fellow Stockholder:
As you may know, a group headed by Mr. Guy P. Wyser-Pratte
is seeking to call a special meeting of stockholders of Rexene
Corporation. The purpose of this effort by the Wyser-Pratte
group is to gain control of your Company to take actions that, in
the view of the Rexene Board of Directors, are not in the best
interests of Rexene's stockholders. The purpose of the
accompanying Revocation Solicitation Statement is to ask you,
Rexene stockholders, to oppose the Wyser-Pratte group's attempt
to call a special meeting.
The activities of the Wyser-Pratte group follow three
proposals made by the Huntsman Corporation to acquire all of the
outstanding shares of common stock of Rexene. The third and
latest proposal was to acquire the Company at a price of $16 per
share. However, as described in greater detail on page 5 of the
accompanying Revocation Statement, the proposal did not provide
for any financing to buy your stock and would have placed
unacceptable restrictions on the Company's ability to operate
during the pendency of what would likely be a lengthy
transaction. In addition, in the view of the Rexene Board, the
proposal was highly conditional and not likely to lead to a
transaction in the near term, even if financing was obtained.
The Board was greatly concerned that the value of the Company
could be materially diminished over the long period of time
contemplated by the proposal.
Much has been written and said by the Wyser-Pratte group and
Mr. Huntsman concerning Huntsman's various proposals to acquire
Rexene. So that there is no misunderstanding about where the
Rexene Board stands, I would like to make our position perfectly
clear:
ALTHOUGH THE REXENE BOARD BELIEVES A $16 PER SHARE PRICE
DOES NOT FULLY REFLECT THE LONG-TERM PROSPECTS OF THE
COMPANY, AT THIS TIME THE BOARD WOULD NOT OPPOSE
A FULLY-FINANCED CASH OFFER TO ACQUIRE ALL OF THE
OUTSTANDING COMMON STOCK ON CUSTOMARY TERMS AT $16 PER
SHARE, AS LONG AS THE OFFER IS CAPABLE OF BEING
CONSUMMATED THROUGH A TENDER OFFER OR OTHERWISE WITHIN
60 DAYS. IF SUCH AN OFFER WERE MADE, THE BOARD WOULD
TAKE ALL ACTIONS NECESSARY TO MAKE THE COMPANY'S
STOCKHOLDER RIGHTS PLAN (THE SO-CALLED "POISON PILL")
INAPPLICABLE TO SUCH AN OFFER. TO DATE, WE
HAVE NOT RECEIVED ANY OFFERS THAT MEET THESE CONDITIONS.
As you will read in the accompanying Revocation Solicitation
Statement, I and representatives of the Company's financial
advisor traveled to Salt Lake City on two occasions to meet with
Jon Huntsman to discuss his stated interest in Rexene.
Representatives of the Company and its financial advisor, at the
direction of Rexene's Board of Directors, also sought out other
companies and investment firms to assess their interest in
engaging in a transaction with the Company.
We continue to believe that implementing our long-term
strategic plan, beginning with the start-up of our REXflex
polymers plant in the fourth quarter of this year and culminating
with the start-up in 1998 of the first"compact process" linear
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low density polyethylene plant in the United States, is in the
best interests of stockholders. Accordingly, your Board is
proceeding with its strategic plan to enhance value for
stockholders through the growth of Rexene's specialty businesses.
Stockholders should keep in mind that if the Wyser-Pratte
group gains control of the Board of Directors and is thereafter
incapable of selling the Company at $16 per share (as the current
Board of Directors has been despite its knowledge of the Company
and efforts in this regard), the Wyser-Pratte directors -- who
have no experience in managing a specialized polymer company like
Rexene -- will be forced to manage the Company or sell the
Company at an unacceptably low price. THE BOARD OF DIRECTORS
URGES YOU NOT TO EXECUTE OR DELIVER WYSER-PRATTE'S GOLD AGENT
DESIGNATION CARD. IF YOU HAVE RETURNED WYSER-PRATTE'S GOLD AGENT
DESIGNATION CARD, WE URGE YOU TO EXECUTE AND DELIVER REXENE'S
WHITE REVOCATION CARD TODAY.
The enclosed Revocation Solicitation Statement contains
information as to reasons why you should, and how to, revoke any
previously signed and returned Wyser-Pratte GOLD agent
designation card.
Thank you for your continued support.
Sincerely,
Andrew J. Smith
Chairman of the Board
and Chief Executive Officer
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SUMMARY INFORMATION CONCERNING THE PARTICIPANTS
LAVON N. ANDERSON, age 61, has served as President and Chief
Operating Officer of the Company since January 1991 and as a
director since February 1990. From May 1988 to January 1991, Dr.
Anderson was Executive Vice President Manufacturing and
Technical of Rexene. Dr. Anderson has held positions in engi-
neering, manufacturing and research and development at Rexene
since 1972. Mr. Anderson beneficially owns 54,383 shares of
Common Stock of the Company, which includes 52,583 shares which
Mr. Anderson has the right to acquire with 60 days upon the
exercise of options granted to him pursuant to the Company's
stock option plans.
JAMES R. BALL, age 52, 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, Execu-
tive 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 Common Stock of the Company.
HARRY B. BARTLEY, JR., 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
3,000 shares of Common Stock of the Company, which includes 2,000
shares which Mr. Bartley has the right to acquire with 60 days
upon the exercise of options granted to him pursuant to the
Company's stock option plans.
R. JAMES COMEAUX, age 57, has served as a director of the
Company since April 1995. He has served as President of
Management Associates, 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 ferti-
lizer 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 5,000 shares of Common Stock of the
Company, which includes 2,000 shares which Mr. Comeaux has the
right to acquire with 60 days upon the exercise of options
granted to him pursuant to the Company's stock option plans.
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 9,408 shares of Common Stock of the
Company, which includes 8,408 shares which Mr. Devroy has the
right to acquire with 60 days upon the exercise of options
granted to him pursuant to the Company's stock option plans.
ARTHUR L. GOESCHEL, age 74, has served as a director of the
Company since March 1992. Mr. Goeschel served as Chairman of the
Board of the Company from March 1992 to April 1996. He also
served as a director of the Company from April 1988 to May 1989.
Mr. Goeschel is presently retired. He was Chairman of the Board
of Tetra Technologies, Inc., a company which recycles and treats
environmentally sensitive by-product and wastewater streams, and
then markets end-use chemicals extracted from such streams, from
November 1992 to October 1993. He is a director of Calgon Carbon
Corporation and National Picture Frame Corporation and a member
of the board of trustees of the Dreyfus-Laurel Mutual Funds. Mr.
Goeschel beneficially owns 27,834 shares of Common Stock of the
Company.
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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 receiv-
ables 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 27,000 shares of Common Stock of the Company.
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, an investment banking firm,
since 1987. He is also a director of United Retail Group, Inc.,
Cambrex Corporation and Russ Berrie & Company. Mr. Kaufthal ben-
eficially owns 27,000 shares of Common Stock of the Company, all
of which Mr. Kaufthal has the right to acquire with 60 days upon
the exercise of options granted to him pursuant to the Company's
stock option plans.
JACK E. KNOTT, age 42, has served as a director of the
Company since April 1996 and as Executive Vice President of the
Company and President of Rexene Products, a division of the
Company, since March 1995. Prior thereto, 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 the Company since January 1991 and
President of CT Film, a decision of the Company, since February
1989. Mr. Knott beneficially owns 47,333 shares of Common Stock
of the Company, which includes 43,333 shares which Mr. Knott has
the right to acquire with 60 days upon the exercise of options
granted to him pursuant to the Company's stock option plans.
BERNARD J. MCNAMEE, age 61, has served as 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 Common Stock of the Company,
which includes 34,000 shares which Mr. McNamee has the right to
acquire with 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 1964 to 1984, he
served Gulf Oil Corporation in a variety of capacities. Mr.
O'Connell beneficially owns 2,000 shares of Common Stock of the
Company, all of which Mr. O'Connell has the right to acquire with
60 days upon the exercise of options granted to him pursuant to
the Company's stock option plans.
JEFF F. PERERA, age 43, has served as Executive Vice
President and Chief Financial Officer of the Company since May
1996. Prior thereto, Mr. Perera served as Vice President of the
Company from January 1991 to April 1996 and as Controller of the
Company from February 1989 to April 1996. Mr. Perera benefici-
ally owns 17,670 shares of Common Stock of the Company, all of
which Mr. Perera has the right to acquire with 60 days upon the
exercise of options granted to him pursuant to the Company's
stock option plans.
JAMES M. RUBERTO, age 49, has served as Executive Vice
President Administration of the Company since January 1996.
Prior thereto, Mr. Ruberto had been Executive Vice President of
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the Company and President of CT Film, a division of the Company,
since March 1992. Mr. Ruberto served as Executive Vice President
Sales and Market Development of the Company from January 1991
to March 1992 and as Executive Vice President Marketing and
Business Planning of Rexene Products, a division of the Company,
from April 1989 to January 1991. Mr. Ruberto beneficially owns
43,333 shares of Common Stock of the Company, all of which Mr.
Ruberto has the right to acquire with 60 days upon the exercise
of options granted to him pursuant to the Company's stock option
plans.
KENNETH SIEGEL, age 39, 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 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 served as Chairman of the Board
since April 1996 and as Chief Executive Officer and director of
the Company since March 1992. From December 1991 to March 1992,
he was engaged in private consulting. 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 the Company from January
1991 to June 1992. 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. Prior thereto, he
had held various positions with Rexene since 1976. Mr. Smith
beneficially owns 103,557 shares of Common Stock of the Company,
which includes 77,000 shares which Mr. Smith has the right to
acquire with 60 days upon the exercise of options granted to him
pursuant to the Company's stock option plans.
JONATHAN R. WHEELER, age 45, has served as Executive Vice
President of the Company and President of CT Film, a division of
the Company, since January 1996. Prior thereto, Mr. Wheeler
served as Executive Vice President Administration of the
Company from April 1995 to January 1996 and as Senior Vice Presi-
dent Administration from December 1990 to April 1995. Mr.
Wheeler beneficially owns 38,500 shares of Common Stock of the
Company, which includes 38,000 shares which Mr. Wheeler has the
right to acquire with 60 days upon the exercise of options
granted to him pursuant to the Company's stock option plans.
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, Goeschel, William 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
Mr. Siegel is c/o Rexene Corporation, 5005 LBJ Freeway, Dallas,
Texas 75244.
NYFS05...:\38\69638\0004\1530\INSN266I.46B
