SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. 1)
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(as permitted by Rule 14a-6(e)(2))
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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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1) Title of each class of securities to which transaction applies:
____________________________________________________________________
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pursuant to Exchange Act Rule 0-11 (set forth the amount on which
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[LOGO]
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, 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(R) polymers plant in the fourth
quarter of this year and culminating with the start-up in 1998 of the first
"compact process" linear 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
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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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[LOGO]
REXENE CORPORATION
5005 LBJ FREEWAY
DALLAS, TEXAS 75244
REVOCATION SOLICITATION STATEMENT BY THE BOARD OF DIRECTORS OF REXENE
CORPORATION IN OPPOSITION TO THE SOLICITATION MADE BY MR. GUY P.
WYSER-PRATTE, WYSER-PRATTE & CO., INC. AND SPEAR, LEEDS &
KELLOGG TO CALL A SPECIAL MEETING OF STOCKHOLDERS
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The purpose of this Revocation Solicitation Statement is to oppose the
efforts of a group led by Mr. Guy P. Wyser-Pratte to call a special meeting of
stockholders of Rexene Corporation. At such special meeting, the Wyser-Pratte
group would propose certain actions in order to force a sale of Rexene
Corporation that may not be in the best interests of its stockholders. For the
reasons described in this Revocation Statement, the Board of Directors of Rexene
Corporation opposes such efforts and urges stockholders to sign, date and
deliver the enclosed WHITE revocation card.
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This Revocation Solicitation Statement (this "Revocation Statement") and
the accompanying WHITE Revocation Card are being furnished to holders of
outstanding shares of common stock, par value $.01 per share ("Common Stock"),
of Rexene Corporation, a Delaware corporation ("Rexene" or the "Company"), in
connection with the solicitation by the Board of Directors of the Company (the
"Board") of revocations of Appointments of Designated Agents ("Agent
Designations") in opposition to the solicitation by Mr. Guy P. Wyser-Pratte
("Wyser-Pratte"), Wyser-Pratte & Co., Inc. ("WPC") and Spear, Leeds & Kellogg
("Spear Leeds" and together with Wyser-Pratte and WPC, the "Wyser-Pratte
Group"), of Agent Designations to call a special meeting of the stockholders of
the Company (the "Special Meeting"). This Revocation Statement and the enclosed
WHITE Revocation Card are first being mailed to stockholders on or about
January __, 1997. The Board has fixed December 18, 1996 as the record date for
determining stockholders entitled to call the Special Meeting and submit Agent
Designations in connection therewith (the "Record Date").
According to the definitive Solicitation Statement filed by the
Wyser-Pratte Group with the Securities and Exchange Commission (the "SEC") on
January __, 1997 (the "Wyser-Pratte Solicitation Statement"), the purpose of
the Special Meeting would be to consider and vote on two groups of proposals.
One group of proposals is to remove all of the ten members of the Board and fill
four of the resulting vacancies with nominees of the Wyser-Pratte Group. It is
anticipated by the Wyser-Pratte Group that such nominees following their
election would cause the Board to reduce its size to a total of four directors
(or five directors if Andrew J. Smith, the Chairman and Chief Executive Officer
of the Company, accepts an invitation from the Wyser-Pratte Group to remain as
Chief Executive Officer and a director of the Company). Another group of
proposals is to amend the Company's Amended and Restated Bylaws (the "Bylaws")
to clarify the right of stockholders to fill vacancies on the Board, eliminate
the advance notification requirement for stockholder nominations of directors at
special meetings, facilitate a reduction in the size of the Board and prevent
the Board from conducting, without stockholder approval, a prolonged resistance
to certain takeover bids.
FOR THE REASONS SET FORTH IN THIS REVOCATION STATEMENT, THE BOARD
UNANIMOUSLY OPPOSES THE SOLICITATION BY THE WYSER-PRATTE GROUP AND
UNANIMOUSLY RECOMMENDS THAT YOU NOT SIGN ANY GOLD AGENT DESIGNATION SENT
TO YOU BY THE WYSER-PRATTE GROUP. WHETHER OR NOT YOU HAVE PREVIOUSLY
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EXECUTED A GOLD AGENT DESIGNATION, THE BOARD URGES YOU TO SIGN, DATE AND DELIVER
THE ENCLOSED WHITE REVOCATION CARD AS PROMPTLY AS POSSIBLE, BY FAX OR BY MAIL
(USING THE ENCLOSED ENVELOPE), TO D.F. KING & CO., INC., 77 WATER STREET, NEW
YORK, NEW YORK, 10005-4495, FAX: (212) 269-2798
Pursuant to the Company's Restated Certificate of Incorporation, a special
meeting of stockholders may be called at any time by the holders of a majority
of the then outstanding shares of Common Stock (the "Requisite Holders").
According to the Wyser-Pratte Solicitation Statement, the Wyser-Pratte Group
intends to seek to call the Special Meeting following the date on which it has
received Agent Designations from the Requisite Holders. As of the Record Date,
there were 18,808,034 shares of Common Stock outstanding. Accordingly, the
Wyser-Pratte Group would require executed and unrevoked Agent Designations from
the holders of at least 7,502,318 shares of Common Stock (excluding the
1,901,700 shares of Common Stock owned by the Wyser-Pratte Group) in order to
call the Special Meeting.
Each share of Common Stock is entitled to one vote on all matters brought
before the Company's stockholders for a vote.
IF YOUR SHARES OF COMMON STOCK ARE HELD IN THE NAME OF A BANK, BROKER OR
OTHER NOMINEE, YOU ARE URGED TO CONTACT THE PERSON RESPONSIBLE FOR YOUR ACCOUNT
AND DIRECT HIM OR HER TO EXECUTE A WHITE REVOCATION CARD ON YOUR BEHALF.
If you have any questions concerning the Company's solicitation of
Revocation Cards, or the Wyser-Pratte Group's solicitation of Agent
Designations, please contact D.F. King & Co., Inc., Toll-Free, at 1-800-
714-3310.
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BACKGROUND OF THE SOLICITATION
On July 17, 1996, Jon Huntsman, Chairman and Chief Executive Officer of
Huntsman Corporation ("Huntsman"), telephoned Ilan Kaufthal, a member of the
Board of Directors and a managing director of Schroder Wertheim & Co.
Incorporated, the Company's financial advisor ("Schroder Wertheim"), to inform
Mr. Kaufthal that Huntsman intended to make a proposal to acquire all of the
outstanding shares of Common Stock. On July 18, 1996, Mr. Smith received from
Mr. Huntsman a letter containing an unsolicited proposal to acquire the
outstanding shares of Common Stock at $14 per share in a merger transaction
subject to financing and due diligence.
The Board, together with its legal and financial advisors, met to review
the Huntsman proposal and determine an appropriate response. After carefully
considering a wide range of factors, including the market valuation of the
Common Stock, the condition of the commodity chemical industry and the Company's
prospects, the Board determined that the Huntsman proposal did not adequately
reflect the long-term value of the Common Stock and prospects of the Company.
Accordingly, the Board determined that stockholders of the Company would be
better served by the Company continuing to execute its long-term business plans
and strategies. On July 22, 1996, the Company issued a press release explaining
the action taken by the Board and the Board's reasoning, the full text of which
follows:
Rexene Corporation (NYSE: RXN) announced today that its Board of Directors
unanimously has determined to reject an unsolicited acquisition proposal
by Huntsman as not being in the best interest of Rexene and its
shareholders.
Andrew Smith, Rexene's Chairman and Chief Executive Officer, said that the
Board considered a wide range of factors, including the historical and
present market valuation of the Company's common stock, the present
condition of the commodity chemical industry and the Company's future
prospects in reaching its conclusions. "The Board has determined that this
is not a propitious time to engage in this type of a transaction," said
Mr. Smith. "Huntsman's proposal appears to represent a unilateral attempt
to acquire Rexene in a transaction that is harmful to the best interest of
Rexene's shareholders and customers and that only benefits Huntsman."
"The Company's financial performance has not yet begun to reflect the
substantial benefits expected from our capital expenditure program and we
believe the Company and its shareholders will be far better served by
continuing our current strategic plan to create shareholder value as an
independent public company," Mr. Smith said. "We believe that implementing
our long-term strategic plan beginning with the introduction of REXflex(R)
polymers in the fourth quarter this year and culminating with the start-up
in 1998 of the first `compact process' linear low density polyethylene
plant in the United States will realize a far greater financial return to
our shareholders than the Huntsman offer."
The Board's decision followed a meeting at which the directors received
and considered a report by the Company's financial advisor, Schroder
Wertheim.
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.
On July 25, 1996, Mr. Smith sent a letter to stockholders of the Company
explaining the Board's reasons for rejecting Huntsman's proposal. The Board also
communicated its determination and reasons directly to Mr.
Huntsman.
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On August 1, 1996, Mr. Huntsman delivered another letter to Mr. Smith in
which Huntsman now proposed to acquire all of the outstanding shares of Common
Stock for $15 per share in a merger transaction purportedly not subject to due
diligence or financing. The Board was advised of Huntsman's revised proposal at
a meeting held on August 2, 1996. At that meeting, the Rexene directors
determined that it would be beneficial and appropriate to explore whether any
person or group, in addition to Huntsman, might be interested in engaging in a
mutually beneficial business combination or other appropriate transaction with
the Company. Accordingly, at that meeting the Board directed management, with
the assistance of Schroder Wertheim, to develop a list of companies that would
likely have an interest in the Company. During the first two weeks of August
1996, six investment firms and companies were contacted by the Company, three of
which subsequently executed confidentiality/standstill agreements with the
Company for the purpose of conducting a due diligence review of the Company.
On August 5, 1996, the Rexene directors met with its financial and legal
advisors to review Mr. Huntsman's revised proposal. At that meeting, the Board
unanimously determined that the revised proposal was not in the best interests
of the Company and its stockholders. The directors based their decision in part
upon their belief that Rexene would generate increased value to stockholders
through the profitable growth of Rexene's specialty businesses aided by the
Company's ongoing strategic investment program. The Board's determination and
reasoning were publicly disclosed in a press release issued by the Company later
that same day.
On August 20, 1996, Huntsman issued a press release announcing that it was
dropping its proposal to acquire the Company. The press release quoted Mr.
Huntsman as stating "I'm washing my hands of the entire matter. Huntsman Corp.
is not interested in pursuing further negotiations nor in commencing an
unsolicited tender offer at this time. It is simply not worth the aggravation."
The Huntsman press release also indicated that its decision came after Schroder
Wertheim had indicated to Mr. Huntsman that the Board would reject bids
substantially above Huntsman's $15 per share proposal.
On August 26, 1996, Schroder Wertheim issued a press release stating that,
contrary to statements contained in Huntsman's August 20 press release,
representatives of Schroder Wertheim never told Mr. Huntsman or anyone else that
the Board would reject higher bids.
During August, September and October 1996, the Company and its
representatives met with the companies that had executed a
confidentiality/standstill agreement with the Company. The Company urged these
companies to complete their due diligence review of the Company and, if they
remained interested in a transaction at that time, to submit their best proposal
for consideration by the Board.
At Mr. Huntsman's request, Messrs. Smith and Kaufthal also traveled to
Salt Lake City to meet with Mr. Huntsman on September 16, 1996. At that meeting,
Mr. Huntsman indicated that he would not make an offer for the Company that was
not supported by the Board, but that he was still interested in bringing the
Company into the Huntsman family. Mr Huntsman asked that Mr. Smith present to
him some ideas about combining parts of Huntsman's businesses with the Company's
businesses. Mr. Smith indicated that he would report that request to the Rexene
directors, and if they concurred, he would meet again with Mr. Huntsman some
time in mid to late October. The Board, at a meeting held on September 26, 1996,
directed Mr. Smith to meet again with Mr.
Huntsman.
On October 15, 1996, the Wyser-Pratte Group filed a joint Schedule 13D
with the SEC (the "Schedule 13D") relating to the Common Stock. In the Schedule
13D, the members of the Wyser-Pratte Group reported that they intended to take
certain actions, including calling a special meeting of stockholders of the
Company, in order to remove all or a majority of the current directors of the
Company, amend the Bylaws, if necessary, to clarify the right of stockholders to
fill vacancies on the Board and replace the directors who have been removed with
directors nominated by the Wyser-Pratte Group. In addition, the Wyser-Pratte
Group disclosed that it intended to submit to the stockholders of the Company
proposed amendments to the Bylaws which would (i) require that the
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Board terminate defensive measures against a fully financed cash offer after 90
days, unless the stockholders of the Company vote to support the Board's policy
of opposition to such offer and (ii) provide that the Company shall not be
governed by Section 203 ("Section 203") of the Delaware General Corporation Law
(the "DGCL").
On October 17, 1996, Mr. Smith and representatives of Schroder Wertheim
met with Mr Huntsman and another representative of Huntsman as a follow-up to
the September 16, 1996 meeting. At this meeting, Mr. Huntsman stated that the
acquisition of the Company was no longer as important to Huntsman's business as
he visualized several months earlier, but that he might be willing to consider a
transaction at no more than $15.50 per share of Common Stock so long as the
Board did not oppose such an offer. In the view of Mr. Smith and the Schroder
Wertheim representatives, Mr. Huntsman did not express any urgent interest in
pursuing a transaction. Following the meeting, Mr. Smith asked the Company's
general counsel to furnish to Huntsman a copy of the Company's form of
confidentiality/standstill agreement for execution so that the Company could
provide Huntsman and its representatives with non-public information to
facilitate a due diligence review by Huntsman of the Company.
On October 29, 1996, the Company received from Mr. Huntsman a letter in
which he (i) indicated that Huntsman would not execute a
confidentiality/standstill agreement with the Company and (ii) proposed that
Huntsman acquire all of the outstanding shares of Common Stock at $16 per share.
Mr. Huntsman's letter stated that the Huntsman offer was "unconditional both
with respect to financing and due diligence." Later that same day, Mr. Smith
telephoned Mr. Huntsman to request the details of Huntsman's proposal and a
draft merger agreement for review by the Board and the Company's counsel.
On November 1, 1996, the Company's counsel received a draft merger
agreement from Huntsman's counsel.
On November 4, 1996, the Board of Directors met to consider Huntsman's
latest proposal, including the terms of Huntsman's draft merger agreement. The
Rexene directors determined that Huntsman's proposal was unacceptable for the
following reasons:
o Huntsman had no financing for its proposal
o Huntsman's proposal was subject to numerous conditions and, in the
Board's view, not likely to lead to a transaction in the near term,
even if financing was obtained
o The proposal prohibited the Company from continuing to implement its
capital expenditure program and placed other unacceptable
restrictions on the Company's ability to operate during the pendency
of the transaction
o In the Board's view, the value of the Company could be materially
diminished over the long period of time contemplated by the proposal
o Huntsman's proposal contained demands for "lock-up" stock options
and "breakup" fees that, in the view of the Company's counsel, were
illegal under Delaware law
The Board unanimously determined that Mr. Smith should contact Mr.
Huntsman and advise him that the Board believed that Huntsman should increase
the purchase price it was proposing and modify the terms of its proposal to make
the accomplishment of a transaction more certain for the Rexene stockholders. In
addition, the Company's counsel was instructed to communicate the Board's
position to Huntsman's counsel.
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The next day, Mr. Smith telephoned Mr. Huntsman to discuss the terms of
Huntsman's proposal. After Mr. Smith informed Mr. Huntsman of the Board's
position concerning the structure of his proposal, Mr. Huntsman indicated that
he was not prepared to discuss any points and that he was no longer interested
in acquiring the Company.
Notwithstanding Mr. Huntsman's previous telephone conversation with Mr.
Smith, on November 8, 1996, Huntsman's counsel contacted the Company's counsel
and indicated that they would like to meet to discuss the draft merger
agreement. Huntsman's and the Company's counsel met later that day and discussed
their respective views concerning the draft merger agreement and the Huntsman
proposal.
On November 12, 1996, the Company received from Mr. Huntsman a letter in
which Mr. Huntsman expressed disappointment with the Board's unwillingness to
accept Huntsman's latest proposal. On November 15, 1996, Mr. Smith faxed a
letter to Mr. Huntsman which communicated the Board's views regarding the
defects in his proposal.
The Company has received only a brief response from Mr. Huntsman to Mr.
Smith's letter of November 15, 1996, which did not contain any substantive
information.
During October and November 1996, the Company was advised by the various
parties who had executed confidentiality/standstill agreements with the Company
that no such party was interested in making a firm proposal to acquire all of
the outstanding shares of Common Stock.
On December 23, 1996, the Board met again and confirmed
its position that although it 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.
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RECOMMENDATION BY THE COMPANY'S BOARD OF DIRECTORS
The Board opposes the calling of the Special Meeting as proposed by the
Wyser-Pratte Group, principally because, in its opinion:
The proposed actions of the Wyser-Pratte Group are unnecessary:
o 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.
o The Board has determined that it will take all actions that are
necessary to make the Company's stockholders rights plan (the
so-called "poison pill") inapplicable to an offer that meets the
foregoing conditions.
o The Board has taken active steps to determine the interest of
Huntsman and others in potential business combinations with the
Company, beginning even before the Wyser-Pratte Group purchased
shares of Common Stock and more than two months before the
Wyser-Pratte Group filed a preliminary version of the Wyser-Pratte
Solicitation Statement with the SEC.
o The Wyser-Pratte Group's proposal to amend the Bylaws to require the
Board to take certain actions regarding a fully financed tender
offer would not have applied to any of the Huntsman proposals,
because none of them were financed or provided for a tender offer.
The proposed Wyser-Pratte Group actions are not likely to maximize the
value of the Common Stock:
o In the Board's view, if the Wyser-Pratte Group gains control of the
Board and is 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.
o If the Wyser-Pratte Group is successful in installing a new Board, a
"change in control" would result under certain of the Company's
outstanding indebtedness, which would require the Company to repay
such indebtedness and could force Rexene into bankruptcy if it was
unable to refinance such indebtedness.
o The Board continues to believe it is currently not a propitious time
to sell or auction a petrochemical and polymer company like Rexene
because current stock market prices for Rexene and other companies
in these industries are depressed and fail to reflect their expected
long-term value.
o A new Board that has only a short-term view and no experience or
interest in managing a specialized polymer company is not likely to
promote continued growth of the Company and the long-term value of
the Common Stock.
o The capital expenditure programs authorized by the Board and now in
progress are intended to maximize stockholder value through
increased cash flow and earnings in future years, yet in the Board's
view the Wyser-Pratte Group has no interest in any method to
maximize stockholder value other than an immediate sale.
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The Board and its advisors carefully considered the series of proposals
made by Huntsman Corporation during July-October 1996 to acquire all of the
outstanding shares of Common Stock. Despite Mr. Huntsman's unwillingness to
execute the Company's standard confidentiality/standstill agreement, the
Company's Chief Executive Officer and representatives of Schroder Wertheim met
with Mr. Hunstman on two separate occassions to discuss his interest in the
Company. Because of the significant shortcomings and defects in the Huntsman
proposals described in the "Background of the Solicitation" section of this
Revocation Statement, the Board unanimously concluded that the Hunstman
proposals were not in the best interests of the Rexene stockholders.
The Board also believes that the accomplishment of the stated objectives
of the Wyser-Pratte Group could have a serious detrimental effect on the
financial condition of the Company and result in a substantial decrease in the
value of the Common Stock.
Pursuant to Section 10.01(k) of the Company's Amended and Restated Credit
Agreement (the "Credit Agreement"), dated as of April 24, 1996, with The Bank of
Nova Scotia, as agent (the "Agent"), and the lenders signatory thereto (the
"Banks"), Wyser-Pratte's attempts to replace a majority of the Rexene directors,
if adopted by the stockholders of the Company at the Special Meeting, would
cause a "change of control" as defined in the Credit Agreement. Pursuant to the
Credit Agreement, the Agent and the Banks could cancel the Banks' obligations to
make loans to the Company and/or declare the loans then outstanding under the
Credit Agreement due and payable. Wyser-Pratte's attempts to replace a majority
of the Rexene directors, if successful, also would be a "change of control"
under the Indenture, dated as November 29, 1994, between the Company and Bank
One, Texas, N.A., as Trustee, pursuant to which the Company's 11-3/4% Senior
Notes due 2004 (the "Senior Notes") were issued. Each holder of Senior Notes
would then have the right to require the Company to purchase all or any part of
such holder's Senior Notes at a price in cash equal to 101% of the aggregate
principal amount thereof plus accrued and unpaid interest thereon to the date of
purchase.
If the Banks and the holders of the Senior Notes were to elect to exercise
their rights as described above, the Company would have to refinance the
aggregate amount of the loans under the Credit Agreement and the Senior Notes
outstanding under the Indenture. The aggregate amount of such indebtedness
currently is approximately $240 million. There is no certainty that the Company
would be capable of arranging such financing, especially in the context of a
possible sale of the Company. An inability to arrange for such financing could
require the Company to seek the protection of the federal bankruptcy laws, which
could have a substantial negative impact on the value of the Common Stock.
The Wyser-Pratte Solicitation Statement discloses that the Wyser-Pratte
Group has no plans for the Company should the Wyser-Pratte Group gain control of
the Board of Directors and thereafter fail in its efforts to sell the Company.
Stockholders should consider what will happen to the value of the Common Stock
if the Wyser-Pratte Group gained control of the Board but failed to sell the
Company, leaving Rexene in the hands of directors with no experience in the
Company's business and no strategic plan for the future and the prospect of
having to refinance more than $240 million in indebtedness.
ACCORDINGLY, THE BOARD UNANIMOUSLY OPPOSES THE SOLICITATION BY THE
WYSER-PRATTE GROUP AND UNANIMOUSLY RECOMMENDS THAT YOU NOT SIGN ANY GOLD AGENT
DESIGNATION SENT TO YOU BY THE WYSER-PRATTE GROUP. WHETHER OR NOT YOU HAVE
PREVIOUSLY EXECUTED A GOLD AGENT DESIGNATION, THE BOARD URGES YOU TO SIGN, DATE
AND DELIVER THE ENCLOSED WHITE REVOCATION CARD AS PROMPTLY AS POSSIBLE, BY FAX
OR BY MAIL (USING THE ENCLOSED ENVELOPE), TO D.F. KING & CO., INC., 77 WATER
STREET, NEW YORK, NEW YORK, 10005-4495, FAX: (212) 269-2798.
EFFECT OF EXECUTION AND DELIVERY OF AGENT DESIGNATIONS
Under the Company's Restated Certificate of Incorporation and the Bylaws,
a special meeting of the Company's stockholders may be called at any time by the
Requisite Holders by delivering a notice thereof to each stockholder of the
Company. Under the Bylaws, such notice must state the place, date and hour of
the special meeting and the purpose for which the special meeting is being
called. According to the Wyser-Pratte Solicitation Statement, following receipt
of executed and unrevoked Agent Designations from the Requisite Holders, the
persons designated as the stockholders' agents in the Agent Designations intend
to call the Special Meeting, fix the
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place, date and time of the Special Meeting and cause notice thereof to be given
to the Company's stockholders entitled thereto.
Notwithstanding the statements set forth in the Wyser-Pratte Solicitation
Statement, should the Wyser-Pratte Group obtain executed and unrevoked Agent
Designations from the Requisite Holders and call the Special Meeting, the Board
believes that, although it is not entirely free from doubt, Delaware law and the
Bylaws reserve to the Rexene directors the right to fix the date and time of the
Special Meeting. In addition, pursuant to the DGCL, the Board may fix the record
date for determining stockholders entitled to notice of or to vote at the
Special Meeting. If no record date is fixed by the Board, the record date for
determining stockholders entitled to notice of or to vote at the Special Meeting
shall be at the close of business on the day next preceding the day on which
notice of the Special Meeting is given. Accordingly, should the Board determine
that the Wyser-Pratte Group has obtained executed and unrevoked Agent
Designations from the Requisite Holders, the Board intends to act promptly to
fix the record date for determining stockholders entitled to notice of or to
vote at the Special Meeting and to fix the date and time of and give notice of
the Special Meeting.
According to the Wyser-Pratte Solicitation Statement, the Wyser-Pratte
Group intends to seek to call the Special Meeting as soon as possible after the
date on which the Wyser-Pratte Group receives Agent Designations from the
Requisite Holders. The Company is soliciting revocations of any Agent
Designations which the Wyser-Pratte Group may solicit. The Board has fixed
December 18, 1996 as the Record Date for determining stockholders entitled to
call the Special Meeting and submit Agent Designations in connection therewith.
As of the Record Date, there were 18,808,034 shares of Common Stock outstanding.
Accordingly, the Wyser-Pratte Group would require executed and unrevoked Agent
Designations from the holders of at least 7,502,318 shares of Common Stock
(excluding the 1,901,700 shares of Common Stock owned by the Wyser-Pratte Group)
in order to call the Special Meeting.
THE BOARD UNANIMOUSLY OPPOSES THE SOLICITATION BY THE WYSER-PRATTE GROUP.
THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU NOT SIGN ANY GOLD AGENT DESIGNATION
SENT TO YOU BY THE WYSER-PRATTE GROUP. WHETHER OR NOT YOU HAVE PREVIOUSLY
EXECUTED A GOLD AGENT DESIGNATION, THE BOARD URGES YOU TO SIGN, DATE AND DELIVER
THE ENCLOSED WHITE REVOCATION CARD AS PROMPTLY AS POSSIBLE, BY FAX OR MAIL (BY
USING THE ENCLOSED ENVELOPE), TO D.F. KING & CO., INC., 77 WATER STREET, NEW
YORK, NEW YORK, 10005-4495, FAX: (212) 269-2798.
REVOCATION
Either a GOLD Agent Designation or a WHITE Revocation Card may be revoked
by written notice of revocation to the Company by fax or by mail (using the
enclosed envelope), to D.F. King & Co., Inc., 77 Water Street, New York, New
York, 10005-4495, Fax: (212) 269-2798. Such revocation may be in any form, but
must be signed and dated and must clearly express your intention to revoke your
previously executed Agent Designation or Revocation Card. THERE WILL BE NO
MEETING AT WHICH YOU CAN REVOKE AN AGENT DESIGNATION OR A REVOCATION CARD. Your
latest dated card will supersede any earlier-dated card, except that a WHITE
Revocation Card that would otherwise act as a revocation will be inoperative and
of no effect if delivered after the date, if any, as of which it is determined
that the Wyser-Pratte Group effectively called the Special Meeting. A
stockholder's revocation of a previously executed GOLD Agent Designation will
have the effect of opposing the Wyser-Pratte Group's call for the Special
Meeting. Any revocation of an Agent Designation will not affect any action taken
by the Designated Agents pursuant to the Agent Designation prior to such
revocation.
The Company believes that pursuant to Section 213(c) of the DGCL, an Agent
Designation will only be effective if such Agent Designation is received by the
Company within 60 days of the Record Date.
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If you have any questions concerning the Company's solicitation of
Revocation Cards, or the Wyser- Pratte Group's solicitation of Agent
Designations, please contact D.F. King & Co., Inc., Toll-Free, at 1-800-
714-3310.
SPECIAL MEETING PROPOSALS BY THE WYSER-PRATTE GROUP
According to the Wyser-Pratte Solicitation Statement, if the Wyser-Pratte
Group obtains sufficient Agent Designations to call a Special Meeting, the
Wyser-Pratte Group intends to raise two groups of proposals (the "Special
Meeting Proposals") at the Special Meeting. One group of proposals (the
"Director Replacement Proposals"), according to the Wyser-Pratte Solicitation
Statement, is to remove all of the ten members of the Board and to fill four of
the resulting vacancies with nominees of the Wyser-Pratte Group. It is
anticipated by the Wyser-Pratte Group that such nominees would cause the Board
to reduce its size to a total of four directors (or five directors if Mr. Smith
accepts an invitation from the Wyser-Pratte Group to remain as Chief Executive
Officer and a director of the Company). Another group of proposals, according to
the Wyser-Pratte Solicitation Statement, is to amend the Bylaws to clarify the
right of stockholders to fill vacancies on the Board, eliminate the advance
notification requirement for stockholder nominations of directors at special
meetings, facilitate a reduction in the size of the Board and prevent the Board
from conducting, without stockholder approval, a prolonged resistance to certain
takeover bids. Stockholders should refer to the Wyser-Pratte Solicitation
Statement for a full description of the Special Meeting Proposals.
According to the Wyser-Pratte Solicitation Statement, the Wyser-Pratte
Group anticipates that its nominees to the Board would propose that the Company
either conduct negotiations with Huntsman or other parties that by then may have
indicated an interest in acquiring the Company or retain investment bankers to
prepare offering materials and solicit proposals to acquire the Company for cash
and/or securities. According to the Wyser-Pratte Solicitation Statement, if it
is not feasible to sell the Company on terms that the Board and the stockholders
find advantageous, the Wyser-Pratte Group nominees would seek to have the Board
explore other means of maximizing the current value of the Common Stock.
RECESS OR ADJOURNMENT OF MEETING AND OTHER MATTERS
According to the Wyser-Pratte Solicitation Statement, the Wyser-Pratte
Group also anticipates requesting, in the proxy solicitation relating to the
Special Meeting, authority to initiate and vote for proposals to recess or
adjourn the Special Meeting for any reason, including to allow inspectors of the
election to certify the outcome of the election of directors, or to allow the
solicitation of additional votes, if necessary, to approve the Special Meeting
Proposals. According to the Wyser-Pratte Solicitation Statement, the
Wyser-Pratte Group does not currently anticipate additional Special Meeting
Proposals on any substantive matters. According to the Wyser-Pratte Solicitation
Statement, the Wyser-Pratte Group may elect to cause additional Special Meeting
Proposals to be identified in the notice of, and in the proxy materials for, the
Special Meeting.
In the event of the Special Meeting, the Board intends to request, in the
proxy solicitation relating to the Special Meeting, authority to initiate and
vote for proposals to recess or adjourn the Special Meeting for any reason.
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CERTAIN LEGAL MATTERS
On July 23, 1996, the Company was served with a purported stockholder
class action lawsuit as filed in the Chancery Court of the State of Delaware, in
and for New Castle County, arising from the Company's rejection of from
Huntsman's unsolicited offer to purchase all of the issued and outstanding
shares of Common Stock for $14.00 per share. The lawsuit names the Company and
each of its directors as defendants. The complaint alleges that the defendant
directors breached their fiduciary duty to stockholders by refusing to attempt
in good faith to maximize stockholders value in the sale of the Company and
engaging in a plan to thwart and reject offers from third parties, including
Huntsman, in order to entrench management. Plaintiff seeks certification of the
lawsuit as a class action, an order requiring defendants to take various actions
including exposing the Company to the market place in an effort to create an
auction of the Company and an unspecified amount of damages. The Company is also
aware of two other similar lawsuits that are also pending in the Chancery Court.
The Company believes that these lawsuits are without merit and intends to
contest them vigorously.
SOLICITATION OF REVOCATIONS
The costs of the solicitation of revocations of Agent Designations will be
borne by the Company. In addition to solicitation by mail, directors, officers
and regular employees of the Company may solicit revocations in person, by
telephone, by telegram, by personal interview, by e-mail, or by telecopier, none
of whom will receive additional compensation for such solicitations. The Company
will request banks, brokerage houses and other custodians, nominees and
fiduciaries to forward its solicitation materials to the beneficial owners of
the shares of Common Stock they hold of record and obtain authorization for, and
appropriate certification in connection with, the execution of Revocation Cards.
The Company will reimburse these record holders for customary mailing expenses
incurred by them in forwarding these materials. The Company also has retained
D.F. King & Co., Inc. to assist the Company in connection with communications
with stockholders and to provide other services in connection with the
solicitation of revocations. The fee of D.F. King & Co., Inc. is estimated to be
$150,000 plus reasonable out-of-pocket costs and expenses. D.F. King & Co., Inc.
will employ approximately 40 people in its efforts. Costs incidental to this
solicitation include expenditures for printing, postage, legal and related
expenses and are expected to be approximately $650,000. The total costs incurred
to date in connection with this solicitation are approximately $165,000.
Pursuant to a letter agreement, dated July 21, 1996 (the "Letter
Agreement"), the Company has retained Schroder Wertheim to act as its financial
advisor with respect to potential businesses combinations and other transactions
involving the Company and third parties. Pursuant to the Letter Agreement, the
Company has agreed to pay to Schroder Wertheim certain fees and expenses and to
indemnify Schroder Wertheim against certain liabilities, including liabilities
under the federal securities laws.
Except as described above, neither the Company nor, to the best of the
Company's knowledge, any person acting on its behalf has retained any other
person to make solicitations or recommendations to security holders on its
behalf in connection with the solicitation of revocations of Agent Designations.
INTERESTS OF CERTAIN PERSONS
STOCK OPTION PLANS
Certain executive officers of the Company have been granted options to
purchase shares of Common Stock pursuant to the terms of the Rexene Corporation
1994 Long-Term Incentive Plan (the "1994 Incentive Plan"). Pursuant to the terms
of the 1994 Incentive Plan, the Compensation Committee of the Board may, in its
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sole discretion, in connection with a Change of Control (as defined in the 1994
Incentive Plan), (i) accelerate the time at which such options may be exercised
so that such options may be exercised in full for a limited period of time on or
before a specified date, (ii) require the mandatory surrender to the Company of
some or all of such options (whether or not such options are then exercisable
under the 1994 Incentive Plan) in exchange for an amount of cash per share of
Common Stock subject to such options equal to the excess, if any, of the Change
of Control Value (as defined in the 1994 Incentive Plan) of the Common Stock
over the per share exercise price(s) under such options for such shares, (iii)
make such adjustments to such options as it deems appropriate to reflect such
Change of Control or (iv) provide that, after the Change of Control, upon any
exercise of an option the holder shall be entitled to purchase under such option
the number of shares of stock or other securities to which the holder would have
been entitled pursuant to the terms of the transaction constituting the Change
of Control if, immediately prior to such transaction, the holder had been the
holder of the number of shares of Common Stock then covered by such option.
Adoption of the Director Replacement Proposals would constitute a Change of
Control under the 1994 Incentive Plan.
Certain executive officers of the Company have been granted options to
purchase shares of Common Stock pursuant to the terms of the Rexene Corporation
1993 Non-Qualified Stock Option Plan (the "1993 Non-Qualified Option Plan").
Pursuant to the terms of the 1993 Non-Qualified Option Plan, if the employment
with the Company or any of its subsidiaries of a holder of such options is
terminated without cause after a Change of Control (as defined in the 1993
Non-Qualified Option Plan), or if such holder voluntarily resigns his or her
employment with the Company or any of its subsidiaries after such a Change of
Control because as a condition to such employment such holder would be required
to relocate outside the continental United States or within the continental
United States without assistance equal to that provided under Rexene's standard
relocation policy or accept a reduction in base salary, then such holder's
options shall become fully exercisable. Adoption of the Director Replacement
Proposals would constitute a Change of Control under the 1993 Non-Qualified
Option Plan.
EMPLOYMENT AGREEMENTS
Mr. Smith, Lavon N. Anderson, President and Chief Operating Officer and a
director of the Company, Geff F. Perera, Executive Vice President and Chief
Financial Officer of the Company, Jack E. Knott, Executive Vice President of the
Company and President of Rexene Products and a director of the Company, James M.
Ruberto, Executive Vice President - Administration of the Company, Jonathan R.
Wheeler, Executive Vice President of the Company and President of CT Film, a
division of the Company, and Bernard J. McNamee, Executive Vice President,
Secretary and General Counsel of the Company, are each parties to termination
agreements entered into in 1996. Each termination agreement provides that in the
event the employee is terminated without cause (as defined in the agreement)
within three years after a change in control (as defined in the agreement) of
Rexene or if the employee voluntarily resigns his employment with Rexene because
as a condition to continued employment with Rexene such employee is required to
relocate outside the continental United States or within the continental United
States without assistance equal to that provided under Rexene's standard
relocation policy, accept a reduction in base salary or accept a position of
lesser responsibility, Rexene is obligated to pay the employee within ten
business days after the effective date of such termination, a lump sum cash
severance equal to three times his then current annual base salary less $1.00.
Additionally, in the event such employee voluntarily resigns because he is
required to locate within the continental United States after a change in
control even though he is offered assistance equal to that provided under the
Company's standard location policy, such employee is entitled to receive a lump
sum cash severance amount equal to 18 months of such employee's then current
base salary. Adoption of the Director Replacement Proposals would constitute a
change in control under the termination agreements.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth as of December 20, 1996, information with
respect to each person who was known by the Company (based upon a review of
schedules and reports filed with the SEC) to be the beneficial owner of more
than 5% of the Common Stock.
COMMON STOCK
BENEFICIALLY OWNED
--------------------------------
NUMBER OF PERCENT OF
NAME AND ADDRESS OF BENEFICIAL OWNER(1) SHARES CLASS
- --------------------------------------- ---------- ----------
Guy P. Wyser-Pratte and Spear, Leeds & Kellogg 1,901,700(2) 10.11%
c/o Guy P. Wyser-Pratte
63 Wall Street
New York, NY 10005
- -------------------------
(1) Although information reported in Amendment No. 1 to Schedule 13G, dated
February 2, 1996, filed by the State of Wisconsin Investment Board (the
"Wisconsin Investment Board") with the SEC indicates that the Wisconsin
Investment Board beneficially owned 1,785,000 shares of Common Stock as of
such date, the Wisconsin Investment Board has informed the Company that it
does not currently beneficially own any shares of Common Stock. Although
information reported in Amendment No. 2 to Schedule 13D, dated March 7,
1996, filed by David C. Swalm with the SEC indicates that Mr. Swalm
beneficially owned 950,000 shares of Common Stock as of such date, Mr.
Swalm has informed the Company that he does not currently beneficially own
more than 5% of the Common Stock.
(2) According to Amendment No. 1 to the Schedule 13D, Wyser-Pratte has sole
voting and investment power with respect to 953,100 shares of Common Stock
beneficially owned by him and Spear Leeds has sole voting and investment
power with respect to 948,600 shares of Common Stock beneficially owned by
it. According to the Wyser-Pratte Solicitation Statement, although
Wyser-Pratte and Spear Leeds may be deemed a "group" within the meaning of
Rule 13d-5 under the Securities Exchange Act of 1934, as amended, each of
Wyser-Pratte and Spear Leeds disclaims beneficial ownership of the shares
of Common Stock owned by the other.
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SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth information with respect to the beneficial
ownership of the Common Stock as of December 20, 1996 by each director of the
Company and certain executive officers of the Company.
COMMON STOCK
BENEFICIALLY OWNED
-----------------------------
NUMBER OF PERCENT OF
NAME SHARES(1)(2) CLASS
- ---- ------------ -----
DIRECTORS
Lavon N. Anderson 54,383 (3) *
James R. Ball 2,000 *
Harry B. Bartley, Jr. 3,000 *
R. James Comeaux 5,000 *
Arthur L. Goeschel 27,834 (4) *
William B. Hewitt 27,000 *
Ilan Kaufthal 27,000 *
Jack E. Knott 47,333 (5) *
Charles E. O'Connell 2,000 *
Andrew J. Smith 103,557 *
EXECUTIVE OFFICERS (EXCLUDING ANY DIRECTOR NAMED ABOVE)
Bernard J. McNamee 37,000 *
Geff F. Perera 17,670 *
James M. Ruberto 43,333 *
Jonathan R. Wheeler 38,500 *
- ------------------------
(*) Less than 1%
(1) All shares listed are directly held with sole voting and investment power
unless otherwise indicated.
(2) Includes shares subject to stock options which are exercisable within 60
days by the following individuals and group in the following amounts: Dr.
Anderson - 52,583; Mr. Bartley - 2,000; Mr. Comeaux - 2,000; Mr. Kaufthal
- 27,000; Mr. Knott - 43,333; Mr. McNamee - 34,000; Mr. O'Connell - 2,000;
Mr. Perera - 17,670; James R. Ruberto - 43,333; Mr. Smith - 77,000; and
Mr. Wheeler - 38,000.
(3) Includes 100 shares owned by a corporation of which Dr. Anderson owns 50%
of the outstanding stock and shares voting and investment power.
(4) Includes 1,000 shares held by Mr. Goeschel's spouse.
(5) Includes 3,000 shares held by Mr. Knott's spouse in a custodial capacity
under the Uniform Gift to Minors Act.
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STOCKHOLDER PROPOSALS
In order to have been considered for inclusion in the Company's proxy
materials for the 1997 Annual Meeting of Stockholders, stockholder proposals
must have been received at the Company's principal executive offices in Dallas,
Texas no later than November 22, 1996.
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APPENDIX A
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
engineering, manufacturing and research and development at Rexene since 1972.
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,
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.
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.
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
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 19874.
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, 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.
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.
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.
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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 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.
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.
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.
GEFF 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.
JAMES M. RUBERTO, age 50, has served as Executive Vice President -
Administration of the Company since January 1996. Prior thereto, Mr. Ruberto had
been Executive Vice President of 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.
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 Schroeder 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.
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 President -
Administration from December 1990 to April 1995.
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, 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.
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REXENE CORPORATION
THIS REVOCATION CARD IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
REXENE CORPORATION IN OPPOSITION TO THE SOLICITATION BY THE WYSER-PRATTE GROUP
OF AGENT DESIGNATIONS OF REXENE CORPORATION.
The undersigned stockholder, acting with regard to all shares of common
stock, par value $.01 per share, of REXENE CORPORATION, a Delaware corporation,
entitled to vote by such stockholder, hereby REVOKES any previously executed
Agent Designation requesting the call of a special meeting of stockholders (the
"Special Meeting") described in the Solicitation Statement of Mr. Guy P.
Wyser-Pratte, Wyser-Pratte & Co., Inc. and Spear, Leeds & Kellogg, dated _____,
1996. THE BOARD OF DIRECTORS STRONGLY RECOMMENDS THAT YOU REVOKE ANY PREVIOUSLY
EXECUTED AGENT DESIGNATION REQUESTING THE CALL OF THE SPECIAL MEETING BY
PROPERLY SIGNING, DATING AND RETURNING THIS REVOCATION CARD.
PLEASE SIGN THIS REVOCATION CARD EXACTLY AS YOUR NAME
APPEARS HEREON. IF SIGNING AS ATTORNEY, ADMINISTRATOR,
EXECUTOR, GUARDIAN OR TRUSTEE, PLEASE GIVE TITLE AS
SUCH. IF A CORPORATION, THIS SIGNATURE SHOULD BE THAT OF
AN AUTHORIZED OFFICER WHO SHOULD STATE HIS OR HER
TITLE. IF A PARTNERSHIP, SIGN IN PARTNERSHIP NAME BY
AUTHORIZED PERSON.
Date: , 1997
_______________________________________________________________
Signature
_______________________________________________________________
Signature if held jointly
NYFS05...:\38\69638\0004\2150\NOT7226V.38H
