<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)*
REXENE CORPORATION
________________________________________________________________________________
(Name of issuer)
COMMON STOCK, $.01 par value
________________________________________________________________________________
(Title of class of securities)
7616831010
-------------------------------------
(CUSIP number)
Guy P. Wyser-Pratte
63 Wall Street
New York, New York 10005
212-495-5350
(Name, address and telephone number of person authorized to receive notices and
communications)
________________________________________________________________________________
March 11, 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.
(Continued on the following pages)
(Page 1 of 10 Pages)
________________________________
*The remainder of this cover page shall be filled out for a reporting persons
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
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 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).
1
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SCHEDULE 13D
<TABLE>
<CAPTION>
CUSIP NO. 7616831010
- ---------------------------------------------------------------------------------
<C> <S> <C> <C>
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
GUY P. WYSER-PRATTE SOCIAL SECURITY NO. ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A)
(B) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E) [_]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
NUMBER OF 7 SOLE VOTING POWER
SHARES 1,369,700
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 1,369,700
WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,369,700
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.28%
14 TYPE OF REPORTING PERSON *
IN
=================================================================================
</TABLE>
* SEE INSTRUCTIONS BEFORE FILLING OUT!
2
<PAGE>
SCHEDULE 13D
<TABLE>
<CAPTION>
CUSIP NO. 7616831010
- ---------------------------------------------------------------------------------
<C> <S> <C> <C>
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
SPEAR, LEEDS & KELLOGG IRS IDENTIFICATION NO. 13-5515160
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A)
(B) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E) [_]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
NEW YORK
NUMBER OF 7 SOLE VOTING POWER
SHARES 1,114,100
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 1,114,100
WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,114,100
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.92%
14 TYPE OF REPORTING PERSON *
BD;PN
=================================================================================
</TABLE>
* SEE INSTRUCTIONS BEFORE FILLING OUT!
3
<PAGE>
Preamble
This Amendment No. 2 to Schedule 13D (this "Amendment") should be read in
conjunction with the Schedule 13D, as previously amended (the "Schedule 13D"),
filed with the Securities and Exchange Commission on October 15, 1996 by Guy P.
Wyser-Pratte ("Wyser-Pratte") and Spear, Leeds & Kellogg ("Spear Leeds" and,
together with Wyser-Pratte, the "Reporting Persons") relating to the shares of
Common Stock, par value $.01 per share (the "Shares"), of Rexene Corporation, a
Delaware corporation (the "Company"). This Amendment amends the Schedule 13D
only by replacing the entire text of Items 3, 4 and 5 with the following new
Items 3, 4 and 5. All capitalized terms not otherwise defined herein shall have
the meanings ascribed thereto in the Schedule 13D.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
-------------------------------------------------
The aggregate purchase price of the 1,369,700 shares of Common Stock owned
by Wyser-Pratte, the Wyser-Pratte Partnerships and the Wyser-Pratte Accounts was
$17,003,994, inclusive of brokerage commissions. Each of Wyser-Pratte, the
Wyser-Pratte Partnerships and the Wyser-Pratte Accounts used their own assets to
purchase such shares, which may at any given time include funds borrowed in the
ordinary course in their margin accounts.
The aggregate purchase price of the 1,114,100 shares of Common Stock
beneficially owned by Spear Leeds was $13,213,436, inclusive of brokerage
commissions. The funds used to purchase such shares were obtained from Spear
Leeds' working capital, which may at any given time include funds borrowed in
the ordinary course of its general business activities from banks and/or margin
accounts.
ITEM 4. PURPOSE OF TRANSACTION.
----------------------
The Reporting Persons are filing this Schedule 13D because, as a result of
the matters described in this Item 4, they may be deemed to be a group under
Rule 13d-5 promulgated under the Securities Exchange Act of 1934, as amended
(the "Exchange Act").
The Reporting Persons believe that the rejection in 1996 by the Company's
Board of Directors (the "Board") of, and the failure of the Board to fully
explore, proposals by Huntsman Corporation to acquire the Company were improper
and not in the best interests of all of the shareholders of the Company.
Consequently, the Reporting Persons believe that the existing Board does not
support the goal of maximizing the current value of the Company's Common Stock.
The Reporting Persons believe that maximizing current shareholder value should
be the Company's goal and that, under present circumstances, a sale of the
Company is likely to be the best way to achieve that objective. Accordingly, the
Reporting Persons have taken certain actions with respect to the Company in an
attempt to elect new directors to the Board and to amend certain provisions of
the Company's By-laws, as more fully described below.
Pursuant to Agent Designations solicited by the Reporting Persons, the
shareholders of the Company have called a special meeting of shareholders (the
"Special Meeting") to be held on April 30, 1997. The Reporting Persons intend
to solicit proxies from the shareholders of the Company to be used at the
Special Meeting to adopt two groups of proposals (the "Proposals") designed to
advance the goal of maximizing the current value of the Company's Common Stock.
One group of proposals (the "Director Replacement Proposals") would remove all
of the ten members of the Board and fill four of the resulting vacancies with
nominees, including any substitute nominees, of the Reporting Persons (the
"Nominees"). The Director Replacement Proposals consist of two resolutions: a
resolution to remove all of the members of the Board (the "Director Removal
Resolution") and a resolution to fill four of the resulting vacancies with the
Nominees (the "Election of Directors Resolution"). The Reporting Persons
anticipate that the Nominees would cause the Board to reduce its size to a total
of five directors (or six directors if Andrew J. Smith, the current Chairman and
Chief Executive Officer of the Company, accepts an invitation, which the
Reporting Persons expect will be extended by the Board after the Special
Meeting, for Mr. Smith to remain as Chief Executive Officer and a director of
the Company). It is anticipated that the Nominees would also add Mr. Werner
Goeckel to the Board. The Nominees and Mr. Goeckel would then constitute a
majority of the Board, committed to the goal of maximizing the current value of
the Common Stock by selling the Company on acceptable terms. The Nominees are
Jonathan R. Macey, Robert C. Mauch, Lawrence C. McQuade and James S. Pasman, Jr.
The Reporting Persons are also proposing another group of proposals (the
"By-laws Proposals") for adoption by the shareholders in advance of the Director
Replacement Proposals that are intended to facilitate passage of the Director
Replacement Proposals and to assist the shareholders of the Company in achieving
the goal of maximizing the current value of the Common Stock. The By-laws
Proposals consist of three sets of resolutions: (i) a set of resolutions to
facilitate the adoption of the Director Replacement Proposals by clarifying the
right of shareholders to fill vacancies on the Board and changing the
shareholder vote required to fill such vacancies, eliminating the advance
notification requirement for shareholder nominations of directors at special
meetings, reducing the size of a quorum for action by the Board, giving the
Chairman of the Board the status of an officer of the Company and authorizing
the shareholders to appoint the Chairman, and repealing any by-laws adopted by
the Board since October 1, 1996 (the "Facilitating By-laws Resolutions"); (ii) a
resolution to amend the Company's By-laws to require that the Board terminate,
if applicable, defensive measures against a fully-financed, unconditional
(except as to applicable regulatory approvals) cash offer after ninety days,
unless the shareholders of the Company vote to support the Board's policy of
opposition to such offer (the "Shareholder Rights Resolution"); and (iii) a
resolution to amend the By-laws to elect that the Company not be governed by
Section 203 of the Delaware General Corporation Law, which, subject to certain
exceptions, requires a business combination with a holder of 15% or more of the
Company's Common Stock to be approved by the affirmative vote of the holders of
66 2/3% of the Common Stock not owned by such holder (the "Business Combination
Statute Resolution"). In addition, the Reporting Persons are proposing an
omnibus resolution setting the order in which the Proposals would be voted upon
by the stockholders (the "Omnibus Resolution"). Pursuant to the Omnibus
Resolution, the Proposals would be presented for a shareholder vote in the
following order: (1) the Omnibus Resolution; (2) the Facilitating By-laws
Resolutions; (3) the Shareholder Rights Resolution; (4) the Business Combination
Statute Resolution; (5) the Director Removal Resolution; and (6) the Election of
Directors Resolution.
The Reporting Persons may revise the Proposals or submit additional
proposals at the Special Meeting or any other meeting (or consent solicitation)
of shareholders of the Company which may be called or held as a result of the
initiatives of the Reporting Persons or otherwise. The Reporting Persons have
initiated legal proceedings to seek to require the Company to establish a record
date for the Special Meeting that is no later than April 1, 1997. In addition,
the Reporting Persons may initiate other legal proceedings or claims to the
extent the Reporting Persons deem appropriate in an attempt to effect one or
more of the foregoing actions.
In addition to the foregoing, each of the Reporting Persons may consider,
and may discuss with the other Reporting Person, other alternatives with respect
to their respective investments in the Company, including increasing ownership
through the acquisition of additional shares of Common Stock in the open market
or otherwise, or disposing of all or a portion of their respective investments
in the Company in the open market or otherwise. Each Reporting Person's
decisions and actions with respect to such possibilities will depend upon a
number of factors, including, but not limited to, the actions of the Company,
market activity in the shares of Common Stock, an evaluation of the Company and
its prospects, general market and economic conditions, conditions specifically
affecting such Reporting Person and other factors which such Reporting Person
may deem relevant to its investment decisions.
The Reporting Persons have orally agreed (i) to share expenses incurred in
connection with the filing of this Schedule 13D and the matters described in
this Item 4 and (ii) that any purchases or sales of shares of Common Stock made
on or after October 3, 1996 will be allocated 50% to the Wyser-Pratte Investors
on the one hand, and 50% to Spear Leeds on the other hand, unless the Reporting
Persons otherwise agree.
Except as set forth herein, no contract, arrangement, relationship or
understanding (either oral or written) exists among the Reporting Persons as to
the acquisition, disposition, voting or holding of shares of the Common Stock.
Except as set forth herein, no Reporting Person has any present plan or proposal
that would result in or relate to any of the transactions required to be
described in Item 4 of Schedule 13D.
4
<PAGE>
ITEM 5. INTEREST IN SECURITIES OF ISSUER.
--------------------------------
(a) and (b) As of March 14, 1997, Wyser-Pratte owns beneficially (inclusive
of shares beneficially owned by Wyser-Pratte Management and Wyser-Pratte LP)
1,369,700 shares of the Common Stock, representing approximately 7.28% of the
18,808,034 shares of Common Stock outstanding as reported in the Company's most
recently available filing with the Securities and Exchange Commission (the
"SEC"). In addition, as of March 14, 1997, 122,000 shares of the Common Stock,
representing approximately .65% of the 18,808,034 shares of Common Stock
outstanding as reported in the Company's most recently available filing with the
SEC, were held by clients of Wyser-Pratte & Co., Inc. ("Wyser-Pratte & Co."), a
registered broker-dealer of which Wyser-Pratte is the President and sole
director, in certain brokerage accounts maintained with Wyser-Pratte & Co. (the
"Wyser-Pratte Brokerage Accounts"). Neither Wyser-Pratte nor Wyser-Pratte & Co.
has any voting or investment power or authority with respect to shares of Common
Stock held in the Wyser-Pratte Brokerage Accounts and both Wyser-Pratte and
Wyser-Pratte & Co. disclaim beneficial ownership of such shares. The reference
in this Schedule 13D to shares of Common Stock held in the Wyser-Pratte
Brokerage Accounts is included solely in an effort to provide the fullest
possible disclosure relating to matters covered by this Schedule 13D and shall
not be construed as an admission that either Wyser-Pratte or Wyser-Pratte & Co.
has or shares investment and/or voting power or is otherwise the beneficial
owner of those shares of Common Stock held in the Wyser-Pratte Brokerage
Accounts for purposes of Section 13(d) or Section 13(g) of the Exchange Act.
Wyser-Pratte disclaims beneficial ownership of shares of Common Stock which are
or may be deemed to be beneficially owned by or on behalf of any other person
which is or may be deemed to be a member of a group with any of the Reporting
Persons.
As of March 14, 1997, Spear Leeds owns beneficially 1,114,100 shares of
Common Stock, representing approximately 5.92% of the 18,808,034 shares of
Common Stock outstanding as reported in the Company's most recently available
filing with the SEC. Spear Leeds disclaims beneficial ownership of shares of
Common Stock which are or may be deemed to be beneficially owned by or on behalf
of any other person which is or may be deemed to be a member of a group with any
of the Reporting Persons.
As of March 14, 1997, the Reporting Persons collectively own beneficially
2,483,800 shares of Common Stock, representing approximately 13.21% of the
18,808,034 shares of Common Stock outstanding as reported in the Company's most
recently available filing with the SEC.
(c) Information with respect to all transactions in the shares of Common
Stock beneficially owned by Wyser-Pratte and Spear Leeds which were effected
during the past sixty days is set forth in Schedule C hereto and incorporated
herein by reference.
(d) None.
(e) Not applicable.
5
<PAGE>
SIGNATURES
After reasonable 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.
Dated: March 14, 1997 By: /s/ Guy P. Wyser-Pratte
---------------------------------------
Guy P. Wyser-Pratte
6
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
SPEAR, LEEDS & KELLOGG
Dated: March 14, 1997 By: /s/ Fred Kambeitz
---------------------------------
Name: Fred Kambeitz
Title: Managing Director
7
<PAGE>
SCHEDULE C
----------
INFORMATION WITH RESPECT TO TRANSACTIONS
OF THE REGISTRANT'S COMMON STOCK
BY WYSER-PRATTE AND SPEAR LEEDS DURING THE PAST SIXTY DAYS
<TABLE>
<CAPTION>
Number of Shares
of Common Stock Price
Date Purchased/(Sold)(1) Per Share(2)
- ----------------- ------------------- -------------
<S> <C> <C>
3-6-97 (29,000)(3) 13.4070
3-11-97 801,100 (4) 14.0000
3-13-97 (190,000)(5) 14.0000
</TABLE>
---------------------------
(1) All transactions were effected on the New York Stock Exchange.
(2) Excludes brokerage commissions.
(3) 14,500 shares of which were sold by each of Spear Leeds and Wyser-Pratte.
(4) 180,000 shares of which were purchased by Spear Leeds and 621,100 shares
of which were purchased by Wyser-Pratte.
(5) All such shares were sold by Wyser-Pratte.
8
