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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(Pursuant to Section 13(e)(1) of the Securities Exchange Act of 1934)
(AMENDMENT NO. 1)
REXENE CORPORATION
(Name of issuer)
REXENE CORPORATION
(Name of person(s) filing statement)
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COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of class of securities)
761683101
(CUSIP number of class of securities)
BERNARD J. MCNAMEE
EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
REXENE CORPORATION
5005 LBJ FREEWAY
DALLAS, TEXAS 75244
(972) 450-9000
(Name, address and telephone number of person authorized to receive notices
and communications on behalf of the person(s) filing statement)
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Copy to:
DENNIS J. BLOCK, ESQ.
WEIL, GOTSHAL & MANGES LLP
767 FIFTH AVENUE
NEW YORK, NEW YORK 10153
(212) 310-8000
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APRIL 28, 1997
(Date tender offer first published, sent or given to security holders)
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The Issuer Tender Offer Statement on Schedule 13E-4, dated April 4, 1997
(the "Statement") relating to the tender offer by Rexene Corporation to purchase
up to 2,156,250 shares of its common stock, including associated Common Stock
Purchase Rights, is hereby amended to add the following information. All
capitalized terms used herein shall have the definitions set forth in the
Statement previously filed except as may otherwise be provided herein.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
<TABLE>
<S> <S>
(a)(1) -- Form of Offer to Purchase dated April 4, 1997.*
(a)(2) -- Form of Letter of Transmittal.*
(a)(3) -- Form of Notice of Guaranteed Delivery.*
(a)(4) -- Form of Letter to Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees.*
(a)(5) -- Form of Letter to Clients for use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees.*
(a)(6) -- Form of Letter dated April 4, 1997 to stockholders from
the Chairman and Chief Executive Officer of the Company.*
(a)(7) -- Form of Press Release issued by the Company dated April
3, 1997.*
(a)(8) -- Form of Summary Advertisement dated April 4, 1997.*
(a)(9) -- Guidelines for Certification of Taxpayer Identification
Number on Form W-9.*
(a)(10) -- Text of Press Release, dated April 28, 1997, issued by
the Company.
(b)(1) -- Amended and Restated Credit Agreement (the "Credit
Agreement"), dated as of April 24, 1996, among the
Company, as Borrower, The Bank of Nova Scotia, as Agent,
and the Lenders signatory thereto (previously filed with
the Commission as Exhibit 10.15.3 to the Company's
Quarterly Report on Form 10-Q for the quarter ended June
30, 1996 and incorporated by reference herein).
(b)(2) -- First Amendment and Supplement to the Credit Agreement,
effective March 14, 1997, among the Company, as Borrower,
The Bank of Nova Scotia, as Agent, and the Lenders
signatory thereto (previously filed with the Commission
as Exhibit 10.13.3 to the Company's Annual Report on Form
10-K for the year ended December 31, 1996 and
incorporated by reference herein).
(c) -- Not applicable.
(d) -- Not applicable.
(e) -- Not applicable.
(f) -- Not applicable.
</TABLE>
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* Previously filed.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Statement is true, complete and correct.
REXENE CORPORATION
By: /s/ BERNARD J. MCNAMEE
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Name: Bernard J. McNamee
Title: Executive Vice President,
General Counsel and
Secretary
Dated: April 28, 1997
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EXHIBIT INDEX
<TABLE>
<S> <S>
(a)(1) -- Form of Offer to Purchase dated April 4, 1997.*
(a)(2) -- Form of Letter of Transmittal.*
(a)(3) -- Form of Notice of Guaranteed Delivery.*
(a)(4) -- Form of Letter to Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees.*
(a)(5) -- Form of Letter to Clients for use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees.*
(a)(6) -- Form of Letter dated April 4, 1997 to stockholders from
the Chairman and Chief Executive Officer of the Company.*
(a)(7) -- Form of Press Release issued by the Company dated April
3, 1997.*
(a)(8) -- Form of Summary Advertisement dated April 4, 1997.*
(a)(9) -- Guidelines for Certification of Taxpayer Identification
Number on Form W-9.*
(a)(10) -- Text of Press Release, dated April 28, 1997, issued by
the Company.
(b)(1) -- Amended and Restated Credit Agreement (the "Credit
Agreement"), dated as of April 24, 1996, among the
Company, as Borrower, The Bank of Nova Scotia, as Agent,
and the Lenders signatory thereto (previously filed with
the Commission as Exhibit 10.15.3 to the Company's
Quarterly Report on Form 10-Q for the quarter ended June
30, 1996 and incorporated by reference herein).
(b)(2) -- First Amendment and Supplement to the Credit Agreement,
effective March 14, 1997, among the Company, as Borrower,
The Bank of Nova Scotia, as Agent, and the Lenders
signatory thereto (previously filed with the Commission
as Exhibit 10.13.3 to the Company's Annual Report on Form
10-K for the year ended December 31, 1996 and
incorporated by reference herein).
(c) -- Not applicable.
(d) -- Not applicable.
(e) -- Not applicable.
(f) -- Not applicable.
</TABLE>
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* Previously filed.
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EXHIBIT (a)(10)
[REXENE LETTERHEAD]
Contact: Neil Devroy
(972) 450-9101
REXENE RECEIVES SIGNED SECRECY AGREEMENT FROM HUNTSMAN;
WILL MOVE BACK SPECIAL STOCKHOLDERS MEETING TO MAY 22
DALLAS, TX - April 28, 1997 -- Rexene Corporation (NYSE:RXN) announced
today that it has entered into a confidentiality agreement with Huntsman
Corporation concerning Huntsman's announced intention to acquire Rexene for $16
per share in cash. As a result, Rexene will adjourn its special meeting of
stockholders from April 30, 1997 to May 22, 1997. The record date for the
meeting will remain April 18, 1997.
Andrew J. Smith, Chairman and Chief Executive Officer for Rexene, said,
"We are moving forward to provide Huntsman Corporation with due diligence
information. At the same time, in order to provide stockholders an opportunity
to evaluate this recent development, the special stockholders meeting will be
delayed for three weeks."
Richard C. Perry and Stephen C. Swid, outside Rexene directors who
beneficially own in the aggregate approximately 6.6 percent of Rexene common
stock, said, "We and the other Rexene directors have stated that we would not
stand in the way of a transaction that would provide Rexene stockholders with
$16 per share in cash for their shares. We look forward to a prompt due
diligence review within the two-week time frame specified by Huntsman."
The Company also announced that it is extending the expiration date of
its pending Dutch-auction tender offer for up to 2,156,250 shares of its
common stock to 12:00 Midnight, EDT on May 29, 1997. The offer had been
scheduled to expire at 12:00 Midnight, EDT on May 5, 1997. As of the close of
business on April 24, 1997, approximately 197,000 shares had been validly
tendered pursuant to the offer.
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.
