================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): March 20, 1997
REXENE CORPORATION
- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
DELAWARE
- --------------------------------------------------------------------------------
(State or Other Jurisdiction of Incorporation)
1-9988 75-2104131
- --------------------------------------------------------------------------------
(Commission File Number) (I.R.S. Employer Identification No.)
5005 LBJ FREEWAY, DALLAS, TEXAS 75244
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
(972) 450-9000
- --------------------------------------------------------------------------------
(Registrant's Telephone Number, Including Area Code)
- --------------------------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
================================================================================
<PAGE>
Item 6. Resignation of Registrant's Director
Following the meeting of the Rexene Board of Directors held on March
19, 1997, Arthur L. Goeschel resigned as a Rexene director. The stated reason
for the resignation was Mr. Goeschel's opposition to the Stock Repurchase
Program, which Mr. Goeschel believes was implemented for the purpose of
purchasing shares held by stockholders who would support the removal of Rexene's
current directors at the Special Meeting. Mr. Goeschel also expressed his
opposition to borrowing funds for the purpose of financing repurchases under the
program because of his personal views regarding the dangers of leverage.
The Company strongly disagrees with Mr. Goeschel's characterization
of the Stock Repurchase Program and the motivations of the Rexene directors in
authorizing the program. The Rexene Board authorized the Stock Repurchase
Program as a result of the requests of many of the Company's stockholders as
expressed to Rexene management and directors in recent months and because the
Rexene directors feel that the program compliments the Company's capital and
improvement programs and will build stockholder value. The first part of the
program, which is limited to purchases of up to $35 million, will be conducted
as an open market purchase program in accordance with rules and regulations
promulgated by the SEC. The program will not discriminate among stockholders and
will be open to all stockholders who desire to sell their shares at current
market prices. In fact, the Stock Repurchase Program will have the effect of
reducing the number of affirmative votes that the Wyser-Pratte Group will need
to obtain at the Special Meeting to be successful in removing Rexene's current
directors. In addition, at current market prices, the program should make Rexene
a more attractive acquisition candidate for an acquiror intending to pay $16 per
share. Further, as designed by the Board, the majority of repurchases pursuant
to the program will be made only if stockholders approve the Stock Repurchase
Proposal at the Special Meeting and, accordingly, could not possibly have any
impact on the vote at the Special Meeting. The Company's financial advisors
expressed to the Board their view that the financing of the program would not
negatively impact the financial condition of the Company, a view which Mr.
Goeschel agreed with when discussed by the Board and its advisors.
Item 7. Financial Statements and Exhibits
None.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
REXENE CORPORATION
Date: March 26, 1997 By: /s/ Bernard J. McNamee
--------------------------
Bernard J. McNamee,
Executive Vice President,
Secretary and General Counsel
2
NYFS05...:\38\69638\0004\139\FRM3267L.110
