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Section 240.14a-101 Schedule 14A.
Information required in proxy statement.
Schedule 14A Information
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [ ]
Filed by a party other than the Registrant [X]
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
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
REXENE CORPORATION
.................................................................
(Name of Registrant as Specified In Its Charter)
GUY P. WYSER-PRATTE AND SPEAR, LEEDS & KELLOGG
.................................................................
(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)(1)
and 0-11
(1) Title of each class of securities to which transaction
applies:
............................................................
(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
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NEWS RELEASE [MACKENZIE PARTNERS INC. LOGO]
CONTACT:
Stan Kay
MacKenzie Partners, Inc.
(212) 929-5940
FOR IMMEDIATE RELEASE:
WYSER-PRATTE, SPEAR LEEDS SUBMITS BOARD SLATE, CORPORATE
GOVERNANCE BY-LAW PROPOSALS FOR REXENE ANNUAL MEETING.
NEW YORK, NY, February 28, 1997 -- Guy P. Wyser-Pratte, President of
Wyser-Pratte and Co., Inc., and Fred Kambeitz, a Partner of Spear, Leeds &
Kellogg, announced today that on February 27 they provided notice to Rexene
Corporation (NYSE: RXN) of their intention to nominate six director candidates
at Rexene's currently unscheduled 1997 annual meeting.
In the notice given to Rexene yesterday, Wyser-Pratte and Spear Leeds also
submitted a set of corporate governance bylaw amendments for consideration by
shareholders at the annual meeting. The proposed amendments are designed to
facilitate the change in the Board and to give shareholders final authority to
accept or reject offers to acquire the Company.
Wyser-Pratte and Spear Leeds submitted the slate and proposals to Rexene in
order to comply with the Company's advance notification bylaw, which requires
notifying Rexene by the close of business on Friday, February 28, 1997.
Mr. Wyser-Pratte and Mr. Kambeitz said, "In no way does this annual meeting
notification affect our plans to replace the Rexene Board at a special meeting
which we have called for April 30, following our receipt of Agent Designations
from shareholders representing 58% of Rexene's outstanding shares. We plan to
move forward aggressively with our special meeting solicitation as soon as the
Company sets a record date, which it has yet failed to do."
The Wyser-Pratte, Spear Leeds candidates for election at the annual include
Jonathan R. Macey, Robert C. Mauch, Lawrence C. McQuade, and James Pasman, Jr.,
who are also the four candidates for the election at the April 30 special
meeting, as well as two additional nominees, Werner F. Goeckel, and Louis Klein,
Jr.
Mr. Goeckel is a former Senior Vice President of Rexene, where he was employed
from 1975 to 1988, serving the last four years as president of Rexene's CT Films
division. Currently Mr. Goeckel is a principal of Innoflex, Inc., a company
which markets reclosure devices for flexible packaging, and was for five years a
senior executive of Atlantis Plastic, Inc., a manufacturer of plastic films and
molded plastic components.
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Wyser-Pratte, Spear, Leeds
February 28, 1997
Page Two
Mr. Klein is a financial consultant and former Chairman and Chief Executive
Officer of Stendig, Inc. and Victoreen, Inc. and a former managing director of
Neuberger & Berman. Mr. Klein is a director of Schuller (formerly Manville)
Corporation and The CRM Funds.
"The only reason our annual meeting slate is six candidates, instead of the four
we have nominated for the April 30 special meeting," Mr. Wyser-Pratte and Mr.
Kambeitz explained, "is to ensure that we win a majority of the 10 member Rexene
Board at the annual meeting, at which different rules apply than at a special
meeting."
"With the addition of Mr. Goeckel and Mr. Klein, we now have a strong slate of
six well-qualified, independent candidates. If our four-member slate is elected
at the special meeting, we anticipate that they will add Mr. Goeckel to the
Board."
Last year Rexene held its annual meeting on April 30, but has yet to schedule
either a record or meeting date for the 1997 annual meeting.
As previously announced, Mr. Macey is the J. DuPratte White Professor of Law at
Cornell University; Mr. Mauch was formerly President, Chief Executive Officer
and a Director of both AmeriGas, Inc. and PetroLane, Inc.; Mr. McQuade was
formerly President and Chief Executive Officer of Procon Incorporated, Executive
Vice President of W.R. Grace & Co., and director of KaiserTech Ltd. and Kaiser
Aluminum and Chemical Company; and Mr. Pasman was a former director, Vice
Chairman and Chief Financial Officer of Aluminum Corporation of America and
former Chairman and Chief Executive Officer of both KaiserTech and Kaiser
Aluminum.
# # #
PARTICIPANT INFORMATION
Mr. Wyser-Pratte owns beneficially 953,600 shares of Rexene common stock
representing approximately 5.07% of the outstanding shares. Spear, Leeds &
Kellogg owns beneficially 948,600 shares of Rexene common stock, representing
approximately 5.04% of the outstanding shares. As stated above, the nominees of
Mr. Wyser-Pratte and Spear, Leeds & Kellogg for election at the annual meeting
to the board of directors of Rexene are Messrs. Goeckel, Klein, Mauch, Macey,
McQuade and Pasman. Messrs. Goeckel and McQuade own beneficially 4,200 and 2,000
shares respectively of Rexene common stock. Eric Longmire of Wyser-Pratte &
Co.,Inc. is also a participant.
