<PAGE> 1
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------
SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(Pursuant to Section 13(e)(1) of the Securities Exchange Act of 1934)
(AMENDMENT NO. 2)
REXENE CORPORATION
(Name of issuer)
REXENE CORPORATION
(Name of person(s) filing statement)
---------------------
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of class of securities)
761683101
(CUSIP number of class of securities)
BERNARD J. MCNAMEE
EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
REXENE CORPORATION
5005 LBJ FREEWAY
DALLAS, TEXAS 75244
(972) 450-9000
(Name, address and telephone number of person authorized to receive notices
and communications on behalf of the person(s) filing statement)
---------------------
Copy to:
DENNIS J. BLOCK, ESQ.
WEIL, GOTSHAL & MANGES LLP
767 FIFTH AVENUE
NEW YORK, NEW YORK 10153
(212) 310-8000
---------------------
MAY 28, 1997
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2
The Issuer Tender Offer Statement on Schedule 13E-4, dated April 4, 1997
(the "Statement") relating to the tender offer by Rexene Corporation to purchase
up to 2,156,250 shares of its common stock, including associated Common Stock
Purchase Rights, is hereby amended to add the following information. All
capitalized terms used herein shall have the definitions set forth in the
Statement previously filed except as may otherwise be provided herein.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
<TABLE>
<S> <S>
(a)(1) -- Form of Offer to Purchase dated April 4, 1997.*
(a)(2) -- Form of Letter of Transmittal.*
(a)(3) -- Form of Notice of Guaranteed Delivery.*
(a)(4) -- Form of Letter to Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees.*
(a)(5) -- Form of Letter to Clients for use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees.*
(a)(6) -- Form of Letter dated April 4, 1997 to stockholders from
the Chairman and Chief Executive Officer of the Company.*
(a)(7) -- Form of Press Release issued by the Company dated April
3, 1997.*
(a)(8) -- Form of Summary Advertisement dated April 4, 1997.*
(a)(9) -- Guidelines for Certification of Taxpayer Identification
Number on Form W-9.*
(a)(10) -- Text of Press Release, dated April 28, 1997, issued by
the Company.*
(a)(11) -- Text of Press Release, dated May 28, 1997, issued by the
Company.
(b)(1) -- Amended and Restated Credit Agreement (the "Credit
Agreement"), dated as of April 24, 1996, among the
Company, as Borrower, The Bank of Nova Scotia, as Agent,
and the Lenders signatory thereto (previously filed with
the Commission as Exhibit 10.15.3 to the Company's
Quarterly Report on Form 10-Q for the quarter ended June
30, 1996 and incorporated by reference herein).
(b)(2) -- First Amendment and Supplement to the Credit Agreement,
effective March 14, 1997, among the Company, as Borrower,
The Bank of Nova Scotia, as Agent, and the Lenders
signatory thereto (previously filed with the Commission
as Exhibit 10.13.3 to the Company's Annual Report on Form
10-K for the year ended December 31, 1996 and
incorporated by reference herein).
(c) -- Not applicable.
(d) -- Not applicable.
(e) -- Not applicable.
(f) -- Not applicable.
</TABLE>
- ---------------
* Previously filed.
<PAGE> 3
SIGNATURE
After due 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.
REXENE CORPORATION
By: /s/ BERNARD J. MCNAMEE
----------------------------------
Name: Bernard J. McNamee
Title: Executive Vice President,
General Counsel and
Secretary
Dated: May 28, 1997
<PAGE> 4
EXHIBIT INDEX
<TABLE>
<S> <S>
(a)(1) -- Form of Offer to Purchase dated April 4, 1997.*
(a)(2) -- Form of Letter of Transmittal.*
(a)(3) -- Form of Notice of Guaranteed Delivery.*
(a)(4) -- Form of Letter to Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees.*
(a)(5) -- Form of Letter to Clients for use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees.*
(a)(6) -- Form of Letter dated April 4, 1997 to stockholders from
the Chairman and Chief Executive Officer of the Company.*
(a)(7) -- Form of Press Release issued by the Company dated April
3, 1997.*
(a)(8) -- Form of Summary Advertisement dated April 4, 1997.*
(a)(9) -- Guidelines for Certification of Taxpayer Identification
Number on Form W-9.*
(a)(10) -- Text of Press Release, dated April 28, 1997, issued by
the Company.*
(a)(11) -- Text of Press Release, dated May 28, 1997, issued by the
Company.
(b)(1) -- Amended and Restated Credit Agreement (the "Credit
Agreement"), dated as of April 24, 1996, among the
Company, as Borrower, The Bank of Nova Scotia, as Agent,
and the Lenders signatory thereto (previously filed with
the Commission as Exhibit 10.15.3 to the Company's
Quarterly Report on Form 10-Q for the quarter ended June
30, 1996 and incorporated by reference herein).
(b)(2) -- First Amendment and Supplement to the Credit Agreement,
effective March 14, 1997, among the Company, as Borrower,
The Bank of Nova Scotia, as Agent, and the Lenders
signatory thereto (previously filed with the Commission
as Exhibit 10.13.3 to the Company's Annual Report on Form
10-K for the year ended December 31, 1996 and
incorporated by reference herein).
(c) -- Not applicable.
(d) -- Not applicable.
(e) -- Not applicable.
(f) -- Not applicable.
</TABLE>
- ---------------
* Previously filed.
<PAGE> 1
Exhibit (a)(11)
[REXENE LETTERHEAD]
Contact: Neil Devroy
(972) 450-9101
REXENE EXTENDS TENDER OFFER TO JUNE 19, 1997
DALLAS, TX - May 28, 1997 -- Rexene Corporation (NYSE:RXN) announced today
that it is extending the expiration date of its pending Dutch-auction tender
offer for up to 2,156,250 shares of its common stock to 12:00 Midnight, EDT on
June 19, 1997. The offer had been scheduled to expire at 12:00 Midnight, EDT on
May 29, 1997. As of the close of business on May 27, 1997, approximately
1.15 million shares had been validly tendered pursuant to the offer.
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.