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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:
.......................................................
(2) Form, Schedule or Registration Statement No.:
.......................................................
(3) Filing Party:
.......................................................
(4) Date Filed:
.......................................................
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MACKENZIE PARTNERS, INC.
156 FIFTH AVENUE
NEW YORK, NY 10010
212 929-5500
FAX 212 929-0308
For further information contact:
Stanley J. Kay
MacKenzie Partners, Inc.
(212) 929-5940
FOR IMMEDIATE RELEASE:
- ----------------------
Wyser-Pratte/Spear, Leeds & Kellogg Respond to Rexene's Announcement
Call 60-day Window Unreasonably Short
Plans to Call Special Meeting Unchanged
NEW YORK, NY -- January 3, 1997 -- Guy P. Wyser-Pratte, president of
Wyser-Pratte & Co., Inc., and Fred Kambeitz, managing director at Spear, Leeds &
Kellogg noted today's Wall Street Journal article which states that Rexene
Corporation (NYSE:RXN) 'did an about-face and said its won't oppose future
offers' of $16 per share 'so long as they are `fully-financed' and the
transaction is completed in 60 days.' This statement apparently came from
Rexene's amended filing with the Securities and Exchange Commission, in which
Rexene's board said that it would not oppose a 'fully-financed cash offer to
acquire all of the outstanding Common Stock on customary terms at $16 per share,
as long as the offer is capable of being consummated through a tender offer or
otherwise within 60 days.'
Responding to Rexene's reported 'about-face', Wyser-Pratte and Kambeitz stated
that, 'we are gratified that the board of Rexene Corporation is beginning to
respond to shareholder pressure to sell the Company for $16 per share and is no
longer insisting that the Company be purchased through a tender offer.'
Wyser-Pratte and Kambeitz further stated that 'although this is a good first
step, Rexene's board must be aware that 60 days is an arbitrary and unreasonably
short period of time to complete a cash merger transaction where the parties
must: 1) negotiate and execute a merger agreement; 2) prepare proxy materials
for Securities and Exchange Commission (SEC) review; 3) get proxy materials
cleared by the SEC; 4) solicit proxies from shareholders; 5) hold a shareholders
meeting to approve the transaction; 6) pay for the shares. Under these
circumstances, 90 to 120 days is a more customary time period.' 'If Rexene's
board is prepared to sell the company for at least $16 per share,' concluded
Wyser-Pratte and Kambeitz, 'then the board should not hold up the value
maximizing transaction over insignificant differences in the closing schedule.'
In a separate statement, Mr. Wyser-Pratte and Mr. Kambeitz also noted that while
Rexene has expressed reservation about Huntsman's financial ability to
consummate a cash offer to acquire all outstanding Rexene shares for
approximately $300 million, on December 24, 1996, Texaco Inc. (NYSE: TX)
announced that it had agreed to sell its last chemical
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plant to Huntsman for about $600 million. Mr. Wyser-Pratte and Mr. Kambeitz
further pointed out that Texaco sold the bulk of its chemical business to
Huntsman in 1994 for more than $1 billion.
Wyser-Pratte and Kambeitz cautioned shareholders that, notwithstanding the
initial success of shareholder pressure on the board, that pressure must be
maintained if a sale of the Company is to be consummated. Therefore,
Wyser-Pratte & Co., Inc. and Spear, Leeds & Kellogg will continue the effort to
call a special meeting to replace Rexene's current directors and to amend the
Company's by-laws. They have mailed a letter and preliminary proxy statement
asking shareholders to join them in calling this meeting and anticipate that a
definitive proxy statement and accompanying gold agent designation card will be
distributed to Rexene's stockholders this month.
# # #
EDITORS NOTE: Copies of the full text of the letter and solicitation statement
are available from MacKenzie Partners, Inc. at (800) 322-2885 (Toll Free) or by
fax at (212) 675-0918.
