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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:
.......................................................
(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):
.......................................................
(4) Proposed maximum aggregate value of transaction:
.......................................................
(5) Total fee paid:
.......................................................
[ ] 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
previous filing by registration statement number, or the
Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(4) Date Filed:
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CONTACT:
Stanley J. Kay, Jr.
(212) 929-5940
FOR IMMEDIATE RELEASE:
WYSER-PRATTE, SPEAR, LEEDS MAILS DEFINITIVE
SOLICITATION MATERIALS TO REXENE SHAREHOLDERS
SETS FEBRUARY 14 TARGET DATE FOR AGENT
DESIGNATIONS TO REQUIRE CALL OF SPECIAL MEETING
NEW YORK, NY, January 23, 1997 -- Guy P. Wyser-Pratte, president of Wyser-Pratte
& Co., Inc., and Fred Kambeitz, managing director of Spear, Leeds & Kellogg,
announced today that they have mailed definitive solicitation materials seeking
the call of a Special Meeting to all shareholders of Rexene Corporation (NYSE:
RXN).
If agent designation cards are received from shareholders representing a
majority of Rexene's outstanding shares, Wyser- Pratte and Spear, Leeds will
call a Special Meeting. Shareholders are being asked to execute and return their
GOLD agent designation cards by February 14.
As previously announced, at the Special Meeting Wyser-Pratte and Spear, Leeds
would seek to replace the current Rexene Board with a slate of its own nominees
who support the sale of Rexene to Huntsman Corporation or another buyer on
advantageous terms.
In a letter to shareholders, Messrs. Wyser-Pratte and Kambeitz
warned that shareholders "should not be lulled into complacency" by
the Board's recent concession that "it would not oppose a fully-
financed cash offer. . . at $16 per share."
"The Board reveals its true beliefs, " the letter states, "when it
says . . .that now is not a 'propitious time' to sell the Company."
The letter also highlights the Board's artificial "roadblock" to a sale by
"arbitrarily insisting that an offer must close within 60 days" even though
acquisitions normally take at least 90 to 120 days to complete.
The letter encouraged all shareholders to "send a message to the Rexene Board
that you want maximum value for your shares", concluding that "if you think
shareholders should have the opportunity to decide the Company's future, simply
execute and return the GOLD agent designation card."
Wyser-Pratte & Co., Inc. and Spear, Leeds & Kellogg together own
1,902,200 shares, about 10.1% of Rexene.
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EDITORS: For complete text of the shareholder letter, please call
MacKenzie Partners, Inc. at (800) 322-2885.
