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PAGE 1 OF 7 PAGES
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Rexene Corporation
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
761683101
(CUSIP Number)
Dave C. Swalm
11102 Hedwig Lane
Houston, Texas 77024
(713) 932-9750
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
January 15, 1997
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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SCHEDULE 13D
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CUSIP NO. 761683101 PAGE 2 OF 7 PAGES
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Dave C. Swalm
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [_]
(b) [_]
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SEC USE ONLY
3
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SOURCE OF FUNDS
4
PF/WC
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
5 ITEMS 2(d) OR 2(e) [ ]
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
U.S.A.
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SOLE VOTING POWER
7
NUMBER OF
SHARES 310,000
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SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 1,148,000
EACH
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SOLE DISPOSITIVE POWER
REPORTING 9
PERSON 310,000
WITH
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SHARED DISPOSITIVE POWER
10
1,148,000
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
1,458,000
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12 [ ]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
7.752%
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TYPE OF REPORTING PERSON*
14
IN
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APPENDICES
CUSIP NO. 761683101 Page 3 of 7 Pages
Item 1. Security and Issuer
-------------------
This statement relates to shares of Common Stock, par value $0.01 per share
of Rexene Corporation ("Rexene"). Rexene maintains its principal executive
offices at 5005 L.B.J. Freeway, Dallas, Texas 75244.
Item 2. Identity and Background
-----------------------
a. This Statement on Schedule 13D is being filed by Dave C. Swalm,
individually, and as the Trustee of the Dave and Beth C. Swalm Charitable
Remainder Unitrust No. 1; a Trustee of the Dave and Beth C. Swalm
Charitable Remainder Unitrust No. 2; a Trustee of The Swalm Foundation; as
an individual Co-Trustee of the David Clarkston Swalm, Jr. Trust, dated
July 6, 1972; and as the sole participant in the David C. Swalm IRA Account
No. 8884. As a result of Mr. Swalm's position as a Trustee of the Dave and
Beth C. Swalm Charitable Remainder Unitrust No. 1; a Trustee of the Dave
and Beth C. Swalm Charitable Remainder Unitrust No. 2; a Co-Trustee of the
David Clarkston Swalm, Jr. Trust dated July 6, 1972; a Trustee of The Swalm
Foundation; and as a participant in the Dave C. Swalm IRA Account No. 8884,
he is deemed to beneficially own the Rexene shares owned by each of said
entities. Mr. Swalm; the Dave and Beth C. Swalm Charitable Remainder
Unitrust No. 1; the Dave and Beth C. Swalm Charitable Remainder Unitrust
No. 2; the David Clarkston Swalm, Jr. Trust dated July 6, 1972; The Swalm
Foundation; and the Dave C. Swalm IRA Account No. 8884 are not a group.
The names and addresses of the other Trustees of the listed trusts and
foundation are shown on Exhibit "A".
b. Business Address: 11102 Hedwig Lane, Houston, Texas 77024.
c. Principal Occupation: Mr. Swalm is a retired executive. Mr. Swalm is
active in the affairs of the Dave and Beth C. Swalm Charitable Remainder
Unitrust No. 1; the Dave and Beth C. Swalm Charitable Remainder Unitrust
No. 2; The Swalm Foundation; the David Clarkston Swalm, Jr. Trust dated
July 6, 1972; the Dave C. Swalm IRA Account No. 8884; and his own personal
investments.
d. Mr. Swalm has not been convicted in a criminal proceeding (excluding
traffic violations or other similar misdemeanors) during the last five
years.
e. Mr. Swalm has not been a party to any civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such
proceeding subjected to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws
during the last five years.
f. Mr. Swalm is a United States citizen.
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Page 4 of 7 Pages
Item 3. Source and Amount of Funds or Other Considerations
--------------------------------------------------
All of the shares of Common Stock of Rexene purchased by Mr. Swalm were
purchased with his personal funds. All of the shares of Common Stock of Rexene
purchased by the Dave and Beth C. Swalm Charitable Remainder Unitrust No. 1, the
Dave and Beth C. Swalm Charitable Remainder Unitrust No. 2, the David Clarkston
Swalm, Jr. Trust, The Swalm Foundation, and the Dave C. Swalm IRA Account No.
8884 were purchased out of working capital and the funds of each entity,
respectively. None of the purchase funds were borrowed or otherwise obtained
for the purpose of purchasing the Rexene stock.
Item 4. Purpose of Transaction
----------------------
All of the shares of Common Stock of Rexene purchased by Dave C. Swalm,
the Dave and Beth C. Swalm Charitable Remainder Unitrust No. 1, the Dave and
Beth C. Swalm Charitable Remainder Unitrust No. 2, the David Clarkston Swalm,
Jr. Trust dated July 6, 1972, The Swalm Foundation, and the Dave C. Swalm IRA
Account No. 8884 were purchased as an investment. Neither Mr. Swalm nor any of
the Dave and Beth C. Swalm Charitable Remainder Unitrust No. 1, the Dave and
Beth C. Swalm Charitable Remainder Unitrust No. 2, the David Clarkston Swalm,
Jr. Trust dated July 6, 1972, The Swalm Foundation, and the Dave C. Swalm IRA
Account No. 8884 has any plans with respect to Rexene, except each of the
parties may continue to purchase Common Stock or sell the Common Stock based on
its evaluation of the Common Stock as an investment.
Item 5. Interest in Securities of the Issuer
------------------------------------
a. Mr. Swalm owns 310,000 shares of Common Stock of Rexene (1.648%) outright
and is deemed to be beneficial owner of 1,148,000 shares of Common Stock of
Rexene (6.104%) owned by the Dave and Beth C. Swalm Charitable Remainder
Unitrust No. 1 (450,000 shares); the Dave and Beth C. Swalm Charitable
Remainder Unitrust No. 2 (300,000 shares); the David Clarkston Swalm, Jr.
Trust dated July 6, 1972 (150,000 shares); The Swalm Foundation (200,000
shares); and the Dave C. Swalm IRA Account No. 8884 (48,000 shares).
b. Mr. Swalm has sole power to vote and sole power to dispose of 310,000
shares of Common Stock of Rexene. Mr. Swalm has shared power to vote and
shared power to dispose of the 1,148,000 shares of Common Stock owned by
the Dave and Beth C. Swalm Charitable Remainder Unitrust No. 1 (450,000
shares); the Dave and Beth C. Swalm Charitable Remainder Unitrust No. 2
(300,000 shares); the David Clarkston Swalm, Jr. Trust dated July 6, 1972
(150,000 shares); The Swalm Foundation (200,000 shares); and the Dave C.
Swalm IRA Account No. 8884 (48,000 shares). Since Mr. Swalm is a Trustee
of each of the entities other than the David C. Swalm IRA Account No. 8884,
the Trustees of each have the power to vote and the power to dispose of the
shares owned by it. Mr. Swalm is the sole participant of the Dave C. Swalm
IRA Account No. 88884 and has the power to direct the vote and the power to
direct the disposition of the shares
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Page 5 of 7 Pages
owned by the IRA. The information required by Item 2, as to each Trustee of
each of the above entities is provided on Exhibit "A" hereto.
c. All purchases were open market purchases through registered brokers.
d. Beneficiaries of the listed trusts and donees of the foundation and
Unitrusts may benefit from dividends paid on the Rexene stock and/or sale
proceeds; no person or entity other than Mr. Swalm will receive any benefit
from five percent of the outstanding Rexene stock.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer
----------------------------------------
There are no contracts, understandings or agreements between Mr. Swalm
and any of the Dave and Beth C. Swalm Charitable Remainder Unitrust No. 1,
the Dave and Beth C. Swalm Charitable Remainder Unitrust No. 2, the David
Clarkston Swalm, Jr. Trust dated July 6, 1972, The Swalm Foundation, and
the Dave C. Swalm IRA Account No. 88884, or between Mr. Swalm and Rexene
Corporation with respect to any of the securities of Rexene. Under the
various agreements forming the Trusts and the IRA Account, Mr. Swalm has
rights to name trustees and to participate in voting and purchase and sale
decisions.
Item 7. Material to be filed as Exhibits
--------------------------------
Not applicable.
After reasonable inquiry and to the best of my knowledge and belief, I
certify that this information set forth in this statement is true, complete
and correct.
Dated:
/s/ Dave C. Swalm
January 25, 1997 ___________________________________
Dave C. Swalm
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Page 6 of 7 Pages
EXHIBIT "A" TO ITEMS 2 AND 5
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The Trustees of the Dave and Beth C. Swalm Charitable Remainder Unitrust
No. 1 are as follows:
Dave C. Swalm, Beth Swalm and Mark C. Mendelovitz.
The principal occupation of each of the Trustees of the Dave and Beth C.
Swalm Charitable Remainder Unitrust No. 1 (other than Dave C. Swalm) is as
follows:
Beth Swalm President of The Swalm Foundation
Mark C. Mendelovitz Certified Public Accountant
The Trustees of the Dave and Beth C. Swalm Charitable Remainder Unitrust
No. 2 are as follows:
Dave C. Swalm, Beth Swalm and Mark C. Mendelovitz.
The principal occupation of each of the Trustees of the Dave and Beth C.
Swalm Charitable Remainder Unitrust No. 2 (other than Dave C. Swalm) is as
follows:
Beth Swalm President of The Swalm Foundation
Mark C. Mendelovitz Certified Public Accountant
Dave C. Swalm and Beth Swalm are the income beneficiaries of the Dave and
Beth C. Swalm Charitable Remainder Unitrust No. 1 and the Dave and Beth C. Swalm
Charitable Remainder Unitrust No. 2.
The Swalm Foundation is the beneficiary of the Dave and Beth C. Swalm
Charitable Remainder Unitrust No. 1 and The Swalm Foundation and the Zephyr
Foundation are equal beneficiaries of the Dave and Beth C. Swalm Charitable
Remainder Unitrust No. 2.
The business address of the Dave and Beth Swalm Charitable Remainder
Unitrust No. 1 and the Dave and Beth Swalm Charitable Remainder Unitrust No. 2
is 11102 Hedwig Lane, Houston, Texas 77024.
The Co-Trustees of the David Clarkston Swalm, Jr. Trust dated July 6,
1972 are as follows:
Dave C. Swalm and River Oaks Trust Company, Co-Trustees.
The Trustee of the Dave C. Swalm IRA Account No. 8884 is River Oaks Trust
Company. The business address of River Oaks Trust Company is 2001 Kirby at San
Felipe, P. O. Box 4886, Houston, Texas 77210-4886.
The Trustees of The Swalm Foundation are as follows:
Dave C. Swalm, Beth Swalm, Mark C. Mendelovitz, Lisa Marie Swalm Frantz,
David Clarkston Swalm, Jr., and Valerie White.
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Page 7 of 7 Pages
The principal occupation of each of the Trustees of the Swalm Foundation
(other than Dave C. Swalm) is as follows:
Beth Swalm President of The Swalm Foundation
Mark C. Mendelovitz Certified Public Accountant
Lisa Marie Swalm Frantz Housewife
David Clarkston Swalm, Jr. Investments
Valerie White Housewife
The business address of The Swalm Foundation is 11102 Hedwig Lane,
Houston, Texas 77024.
The residence address of Mark C. Mendelovitz is 4817 Country Club View,
Baytown, Texas 77521.
The residence address of Lisa Marie Swalm Frantz is 3 Our Lane Place,
Houston, Texas 77024.
The residence address of David Clarkston Swalm, Jr. is 2509 Casey Key Road,
Nokomis, Florida 34275-3359.
The residence address of Valerie White is Route 1, Box 98, Wellington,
Texas 79095.
None of the aforesaid Trustees of the Dave and Beth C. Swalm Charitable
Remainder Unitrust No. 1, the Dave and Beth C. Swalm Charitable Remainder
Unitrust No. 2, The Swalm Foundation, and the David Clarkston Swalm, Jr. Trust
dated July 6, 1972, or David C. Swalm IRA #8884 has been convicted in any
criminal proceeding (excluding traffic violations or other similar misdemeanors)
during the last five years.
None of the aforesaid Trustees has been a party to any civil proceeding
of a judicial or administrative body of competent jurisdiction and as a result
of such proceedings, subjected to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws
during the last five years.
All of the aforesaid Individual Trustees are United States citizens.
