UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
AEP Industries Inc.
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(Name of Issuer)
Common Stock, par value $0.01 per share
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(Title of Class of Securities)
001031103
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(CUSIP Number)
Scott M. Stuart, KKR Associates, Whitehall Associates, L.P.,
c/o Kohlberg Kravis Roberts & Co.
9 West 57th Street, New York, N.Y. 10019 (212) 750-8300
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
June 4, 1999
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(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.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
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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 ("Act") 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).
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AMENDMENT NO. 2 TO SCHEDULE 13D
The Statement on Schedule 13D (the "Schedule 13D") relating to the
common stock, par value $.01 per share, of AEP Industries Inc. (the
"Issuer") as previously filed by the Reporting Persons, consisting of KKR
Associates, Whitehall Associates, L.P., BW Holdings LLC, Borden Holdings,
Inc. and Borden, Inc., is hereby amended and supplemented with respect to the
items set forth below. Capitalized terms used without definition have the
meaning ascribed to such terms in the Schedule 13D.
Item 4. Purpose of Transaction
On June 3, 1999, Borden, Inc. requested that the Issuer effect the
registration under the Securities Act of 2,412,818 shares of Issuer Common
Stock (representing all of the Issuer Common Stock beneficially owned by the
Reporting Persons). The ultimate decision whether or not to sell some or all
of the Issuer Common Stock for which registration has been requested will
depend upon the price obtainable for such securities, subsequent developments
affecting the Issuer, the Issuer's business and prospects, general stock
market and economic conditions, tax considerations and other factors.
More generally, the Reporting Persons intend to review on a continuing
basis their investment in the Issuer as described in and subject to the
limitations set forth in the Schedule 13D.
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SIGNATURE
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.
KKR ASSOCIATES
By /s/ Scott Stuart
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Name: Scott Stuart
Title: General Partner
WHITEHALL ASSOCIATES, L.P.
By KKR Associates
General Partner
By /s/ Scott Stuart
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Name: Scott Stuart
Title: General Partner
BW HOLDINGS LLC
By Whitehall Associates, L.P., its
managing member
By Borden Holdings, Inc.
Attorney-in-Fact
By /s/ Phyllis R. Yeatman
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Name: Phyllis R. Yeatman
Title: Vice President
BORDEN HOLDINGS, INC.
By /s/ Phyllis R. Yeatman
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Name: Phyllis R. Yeatman
Title: Vice President
BORDEN, INC.
By /s/ Ellen German Berndt
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Name: Ellen German Berndt
Title: Secretary
DATED: June 3, 1999
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