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SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
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Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] 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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CONTACT: Neil Devroy
(972) 450-9101
REXENE BEGINS MAILING OF REVOCATION STATEMENT
OPPOSING SPECIAL MEETING AS "UNNECESSARY AND WASTEFUL"
DALLAS, TX - January 28, 1997 - Rexene Corporation (NYSE: RXN) said today that
it has begun mailing a revocation solicitation statement to the Company's
stockholders in opposition to the solicitation made 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 Wyser-Pratte
solicitation, which it describes as "a complete waste of [stockholders'] time
and money," because it believes the Wyser-Pratte group proposes to do nothing
that has not already been fully explored by Rexene's incumbent directors.
In a letter to stockholders that accompanies the revocation solicitation
statement, Rexene Chairman and Chief Executive Officer Andrew J. Smith writes,
"The Wyser-Pratte group says they want to gain control of Rexene so they can
attempt to sell the Company. However, your Board of Directors has already
stated publicly and unequivocally that it would not oppose a sale of the
Company for at least $16 per share - as long as the offer is fully financed and
meets customary conditions that protect the interests of our stockholders. Your
Company with its financial advisors has explored potential buyers for the
Company and explored various alternatives to maximize
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stockholder value. To date, no one - including Huntsman Corporation - has made
a suitable offer."
Mr. Smith also notes that the Wyser-Pratte group has acknowledged it has:
- No agreement with Huntsman or anyone else to buy the Company
- No strategic plan or experience in Rexene's operations
- No alternative if a sale of the Company cannot be completed
"We believe that handing over control of Rexene to Wyser-Pratte will either
result in a fire sale of the Company at a reduced price or, if a sale cannot be
completed, in the company's operations being put at risk," Mr. Smith said.
The full text of Mr. Smith's letter to stockholders 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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LOGO
REXENE CORPORATION
5005 LBJ FREEWAY
DALLAS, TEXAS 75244
REJECT WYSER-PRATTE'S BID FOR CONTROL OF REXENE
January 24, 1997
DEAR REXENE STOCKHOLDER:
A group of arbitrageurs and short-term stock speculators headed by Guy P.
Wyser-Pratte has commenced a solicitation of Rexene stockholders as part of an
overall effort to gain control of the Company's Board of Directors. THIS EFFORT
IS A COMPLETE WASTE OF YOUR MONEY AND TIME. DO NOT PUT YOUR REXENE INVESTMENT AT
RISK. DO NOT SIGN THE GOLD AGENT DESIGNATION CARD SENT TO YOU BY THE
WYSER-PRATTE GROUP. IF YOU HAVE RETURNED THE GOLD AGENT DESIGNATION CARD, WE
URGE YOU TO SIGN, DATE AND RETURN REXENE'S WHITE REVOCATION CARD TODAY.
The Wyser-Pratte group wants to gain control of Rexene and attempt to sell
the company. However, your Board of Directors has already stated publicly and
unequivocally that it would not oppose a sale of the Company for at least $16
per share -- as long as the offer is fully financed and meets customary
conditions that protect the interests of our stockholders. Your Company and its
financial advisors have sought potential buyers for the Company and explored
various alternatives to maximize stockholder value. To date, no one -- including
Huntsman Corporation -- has made an offer at a fair price that we believe can be
completed within a reasonable period of time.
THE WYSER-PRATTE GROUP WILL ADD NOTHING TO THE VALUE OF YOUR STOCK
Mr. Wyser-Pratte is a short-term investor who had no investment in Rexene
shares until after Huntsman's proposals first surfaced. We believe his interest
is only to make a quick buck by selling the Company at any price above his cost
basis.
Do not be deceived by the Wyser-Pratte group's claims that its efforts will
add value to your stock.
The Wyser-Pratte group has:
- NO AGREEMENT with Huntsman or anyone else to buy the Company;
- NO STRATEGIC PLAN for or experience in your Company's operations;
- NO ALTERNATIVE PLAN if a sale of the Company cannot be achieved.
WE BELIEVE THAT HANDING OVER CONTROL OF REXENE TO THE WYSER-
PRATTE GROUP EITHER WILL RESULT IN A FIRE SALE OF THE COMPANY AT A
REDUCED PRICE, OR SERIOUSLY UNDERMINE YOUR COMPANY'S OPERATIONS.
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HUNTSMAN REFUSED TO MAKE A $16 TENDER OFFER
The Wyser-Pratte group wants you to believe that your Board rejected a $16
per share cash offer from Huntsman. THIS IS SIMPLY NOT TRUE.
- HUNTSMAN REFUSED TO DISCUSS A PROPOSAL THAT WOULD HAVE PROVIDED
STOCKHOLDERS WITH $16 PER SHARE IN A REASONABLE PERIOD OF TIME. In fact,
Huntsman even refused to negotiate his own proposal.
- WE BELIEVE THE CONDITIONS INSISTED UPON BY HUNTSMAN COULD HAVE RESULTED
IN AN ADJUSTMENT TO THE PRICE DOWNWARD FROM $16 PER SHARE -- or in the
transaction not being completed at all with your Company, and the value
of your investment being seriously harmed in the process.
- HUNTSMAN WAS UNWILLING TO PUT UP HIS OWN CASH TO PAY FOR YOUR SHARES. He
evidently wanted Rexene to sign an agreement and then see if he could
shop the Company's assets as collateral for a loan. He provided no
assurance that he could obtain financing or that he would ultimately
purchase your shares at $16.
- Don't be misled by the Wyser-Pratte claim that Rexene's directors are
creating a roadblock to a transaction by saying an offer should close in
60 days. Any serious buyer who has the money should be willing to make a
tender offer and buy your shares within this timeframe. IN THE LAST TWO
YEARS, MORE THAN 75 TENDER OFFERS FOR PUBLIC COMPANIES HAVE BEEN
ANNOUNCED AND COMPLETED WITHIN 60 DAYS.
- During the time that Huntsman attempted to put his deal together, (which
under the terms of his proposal could have taken up to eight months),
Rexene would have had to agree not to seek higher offers for the Company
and abandon its capital expansion and improvement program. HUNTSMAN'S
DEMANDS WOULD HAVE SERIOUSLY UNDERMINED REXENE'S COMPETITIVE POSITION,
PUTTING YOUR INVESTMENT AT RISK.
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YOUR BOARD IS ACTING TO MAXIMIZE
THE VALUE OF YOUR REXENE INVESTMENT
- The Board has sought, and will seriously consider, offers to buy the
Company. The Rexene directors have publicly stated that they will
support an offer that maximizes stockholder value.
- The Board's program to maximize stockholder value began long before
Wyser-Pratte's stock purchases.
- Your management and directors are in the best position to operate
Rexene because they understand the strategy, technology and customer
relationships necessary to maximize returns from the Company's
assets.
We urge you to stop the Wyser-Pratte group's unnecessary and wasteful bid
for board control. DO NOT SIGN ANY GOLD "AGENT DESIGNATION" FORM YOU MAY RECEIVE
FROM THE WYSER-PRATTE GROUP. THE BOARD OF DIRECTORS URGE YOU TO SIGN, DATE AND
RETURN THE WHITE REVOCATION CARD IMMEDIATELY. IF YOU ALREADY HAVE SIGNED A GOLD
CARD, YOU CAN REVOKE IT BY SIGNING, DATING AND RETURNING OUR WHITE REVOCATION
CARD IMMEDIATELY.
If you have any questions or need assistance in revoking a gold card,
please call D. F. King & Co., Inc., which is assisting us in this matter,
toll-free at 1-800-714-3310; or we would welcome your call at 1-800-695-2985.
Ask for Rexene Investor Relations at extension 9140.
ON BEHALF OF THE BOARD OF DIRECTORS
Sincerely,
/s/ ANDREW J. SMITH
ANDREW J. SMITH
Chairman of the Board
and Chief Executive Officer
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DON'T RISK PUTTING YOUR COMPANY IN THE
HANDS OF SHORT-TERM STOCK SPECULATORS
DON'T RETURN THE GOLD CARD SOLICITED BY THE WYSER-PRATTE GROUP
