AEP INDUSTRIES INC
10-Q, 1995-06-12
UNSUPPORTED PLASTICS FILM & SHEET
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<PAGE>


                                    Form 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                             ----------------------

[ X ]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
        EXCHANGE ACT OF 1934

        For the quarterly period ended April 30, 1995

                                       OR

[   ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
        EXCHANGE ACT OF 1934

        For the transition period from ____________ to ___________

                         Commission file number 0-14450

                               AEP INDUSTRIES INC.

             (Exact name of registrant as specified in its charter)

          Delaware                                       22-1916107
(State or other jurisdiction of                        (I.R.S. Employer
 incorporation or organization)                        Identification No.)

      125 Phillips Avenue
      South Hackensack, New Jersey                           07606
(Address of principal executive offices)                  (Zip Code)

                                 (201) 641-6600

              (Registrant's telephone number, including area code)

                                 Not Applicable

(Former name, former address and former fiscal year, if changed since last
report)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months, and (2) has been subject to such filing requirements
for the past 90 days.

     YES      X                                   NO
          ---------                                   ---------

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

                                                       Shares
                                                    Outstanding At
    Class of Common Stock                            June 2, 1995
    ---------------------                           --------------
       $.01 Par Value                                  7,410,873

                                     1 of 13


<PAGE>



                         PART I - FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS

                               AEP INDUSTRIES INC.
                                 BALANCE SHEETS

<TABLE>
<CAPTION>

                                                                                                     April 30,           October 31,
                                                                                                      1995                 1994
                                                                                                   ------------         ------------
                                                                                                   (Unaudited)
<S>                                                                                                <C>                  <C>
    ASSETS
CURRENT ASSETS:
 Cash and cash equivalents                                                                         $    157,000         $    258,000
 Marketable securities                                                                                1,607,000            3,643,000
 Accounts receivable, less allowance of $1,679,000 in
  1995 and $1,498,000 in 1994 for doubtful accounts                                                  26,420,000           24,083,000
 Inventories                                                                                         25,732,000           17,698,000
 Other current assets                                                                                   388,000              288,000
 Deferred federal income tax benefit                                                                    549,000              549,000
                                                                                                   ------------         ------------
   Total current assets                                                                              54,853,000           46,519,000
                                                                                                   ------------         ------------
PROPERTY, PLANT AND EQUIPMENT, at cost, less
 accumulated depreciation and amortization of
 $48,254,000 in 1995 and $43,853,000 in 1994                                                         78,885,000           71,684,000
OTHER ASSETS                                                                                            339,000              293,000
                                                                                                   ------------         ------------
     TOTAL ASSETS                                                                                  $134,077,000         $118,496,000
                                                                                                   ============         ============
    LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
 Current portion of long-term debt                                                                 $     20,000         $     95,000
 Accounts payable                                                                                    27,467,000           21,631,000
 Accrued expenses                                                                                     1,924,000            4,201,000
                                                                                                   ------------         ------------
   Total current liabilities                                                                         29,411,000           25,927,000
                                                                                                   ------------         ------------

LONG-TERM DEBT                                                                                       28,300,000           23,500,000
DEFERRED FEDERAL INCOME TAXES                                                                         7,716,000            7,280,000
                                                                                                   ------------         ------------
   Total liabilities                                                                                 65,427,000           56,707,000
                                                                                                   ------------         ------------

SHAREHOLDERS' EQUITY:
 Preferred stock -- $1.00 par value, 1,000,000
  shares authorized; none outstanding
 Common stock - $.01 par value, 20,000,000 and 8,000,000 shares authorized;
  7,406,373 and 7,367,921 shares issued and outstanding in 1995
  and 1994, respectively                                                                                 74,000               74,000
 Additional paid-in capital                                                                           7,269,000            7,009,000
 Retained earnings                                                                                   61,307,000           54,706,000
                                                                                                   ------------         ------------
   Total shareholders' equity                                                                        68,650,000           61,789,000
                                                                                                   ------------         ------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                                         $134,077,000         $118,496,000
                                                                                                   ============         ============
</TABLE>

The accompanying notes to financial statements are an integral part of these
balance sheets.

                                     2 of 13


<PAGE>



                               AEP INDUSTRIES INC.
                   STATEMENTS OF INCOME AND RETAINED EARNINGS
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                         For the Three Months                          For the Six Months
                                                             Ended April 30,                              Ended April 30,
                                                    -----------------------------------         -----------------------------------
                                                        1995                  1994                   1995                 1994
                                                    -------------         -------------         -------------         -------------
<S>                                                 <C>                   <C>                   <C>                   <C>
NET SALES                                           $  58,347,000         $  43,046,000         $ 117,034,000         $  82,154,000

COST OF SALES                                          45,638,000            29,554,000            88,189,000            56,414,000
                                                    -------------         -------------         -------------         -------------

  Gross Profit                                         12,709,000            13,492,000            28,845,000            25,740,000

OPERATING EXPENSES:
 Delivery and Warehousing                               3,846,000             4,202,000             8,243,000             7,938,000
Selling                                                 3,000,000             2,921,000             6,344,000             5,740,000
General and Administrative                              1,216,000             1,391,000             2,638,000             2,737,000
                                                    -------------         -------------         -------------         -------------
Total Operating Expenses                                8,062,000             8,514,000            17,225,000            16,415,000
                                                    -------------         -------------         -------------         -------------
                                                        4,647,000             4,978,000            11,620,000             9,325,000
                                                    -------------         -------------         -------------         -------------

OTHER INCOME (EXPENSE):

 Interest Expense                                        (425,000)             (341,000)             (828,000)             (684,000)
Other, Net                                                448,000               (14,000)              511,000               234,000
                                                    -------------         -------------         -------------         -------------
                                                           23,000              (355,000)             (317,000)             (450,000)
                                                    -------------         -------------         -------------         -------------

   Income before provision
    for income taxes                                    4,670,000             4,623,000            11,303,000             8,875,000


PROVISION FOR INCOME TAXES                              1,796,000             1,734,000             4,370,000             3,368,000
                                                    -------------         -------------         -------------         -------------

   Net Income                                           2,874,000             2,889,000             6,933,000             5,507,000


Retained earnings,
 beginning of period                                   58,617,000            46,362,000            54,706,000            43,866,000

Cash dividends paid                                       184,000               147,000               332,000               269,000
                                                    -------------         -------------         -------------         -------------

Retained earnings,
 end of period                                      $  61,307,000         $  49,104,000         $  61,307,000         $  49,104,000
                                                    =============         =============         =============         =============

NET INCOME PER SHARE
 OF COMMON STOCK                                    $         .39         $         .39         $         .94         $         .75
                                                    =============         =============         =============         =============

Weighted average number
 of shares outstanding                                  7,388,895             7,335,634             7,380,616             7,327,798
                                                    -------------         -------------         -------------         -------------

</TABLE>

The accompanying notes to financial statements are an integral part of these
statements.

                                     3 of 13


<PAGE>

                               AEP INDUSTRIES INC.
                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                                                                     For the Six Months
                                                                                                       Ended April 30,
                                                                                            ---------------------------------------
                                                                                                1995                       1994
                                                                                            ------------               ------------
<S>                                                                                         <C>                        <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
 Net Income                                                                                 $  6,933,000               $  5,507,000
 Adjustments to reconcile net income to net cash
  provided by (used in) operating activities -
   Depreciation and amortization                                                               4,641,000                  3,493,000
   Provision for losses on accounts receivable                                                   320,000                    370,000
   Increase in accounts receivable                                                            (2,657,000)                  (748,000)
   Increase in inventories                                                                    (8,034,000)                (2,554,000)
   Increase (decrease) in current assets                                                        (100,000)                   246,000
   Increase in other assets                                                                      (46,000)                  (356,000)
   Increase in accounts payable                                                                5,836,000                  4,421,000
   Increase (decrease) in accrued expenses                                                    (2,277,000)                   634,000
   Increase in deferred federal income taxes                                                     436,000                    209,000
                                                                                            ------------               ------------

     Net cash provided by operating
     activities                                                                                5,052,000                 11,222,000
                                                                                            ------------               ------------

CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES:
 Capital expenditures                                                                        (11,846,000)               (12,038,000)
 Sales and retirements of property, plant and
   equipment, net                                                                                  4,000                    540,000
 Sale of marketable securities                                                                 2,036,000                    492,000
                                                                                            ------------               ------------


     Net cash used in investing activities                                                    (9,806,000)               (11,006,000)
                                                                                            ------------               ------------

CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES:
 Net borrowings under revolving credit facility                                                4,800,000                       --
 Net repayments on long-term debt                                                                (75,000)                   (80,000)
 Proceeds from issuance of common stock                                                          260,000                    140,000
 Payment of cash dividends                                                                      (332,000)                  (269,000)
                                                                                            ------------               ------------

     Net cash provided by financing
     activities                                                                                4,653,000                   (209,000)
                                                                                            ------------               ------------

NET INCREASE (DECREASE) IN CASH:                                                                (101,000)                     7,000

CASH AT BEGINNING OF FISCAL PERIOD:                                                              258,000                    495,000
                                                                                            ------------               ------------
CASH AT END OF FISCAL PERIOD:                                                               $    157,000               $    502,000
                                                                                            ============               ============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
 Cash paid during the period for - interest                                                 $    869,000               $    642,000
                                                                                            ------------               ------------
                                 - income taxes                                             $  3,228,000               $  1,957,000
                                                                                            ------------               ------------

</TABLE>

The accompanying notes to financial statements are an integral part of these
statements.

                                     4 of 13


<PAGE>

                               AEP INDUSTRIES INC.
                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)

(1)        SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


           The financial information included herein has been prepared by the
           Company without audit, for filing with the Securities and Exchange
           Commission pursuant to the rules and regulations of said Commission.
           The financial information presented herein, while not necessarily
           indicative of results to be expected for the year, reflects all
           adjustments (which include only normal recurring adjustments) which
           in the opinion of the Company are necessary for a fair presentation
           of the results for the periods indicated.

           Certain information and footnote disclosures normally included in
           financial statements prepared in accordance with generally accepted
           accounting principles have been omitted. It is suggested that these
           financial statements be read in conjunction with the financial
           statements and notes thereto included in the Company's Annual Report
           to Shareholders for the fiscal year ended October 31, 1994.

           AEP adopted statement of Financial Accounting Standards No. 105
           "Accounting for Certain Debt and Equity Securities" during the
           quarter ended January 31, 1995. Adoption of this Standard did not
           have a material effect on the Company's financial position or results
           of operations. Prior periods have not been restated to reflect this
           Standard.

(2)        NET INCOME PER SHARE OF COMMON STOCK

           Net income per share of common stock is calculated using the weighted
           average number of shares of common stock and common stock equivalents
           (stock options) outstanding during each period.

(3)        INVENTORIES

           Inventories are comprised of the following:

<TABLE>
<CAPTION>

                              April 30, 1995         October 31, 1994
                              --------------         ----------------
<S>                           <C>                    <C>
            Raw Materials       $ 9,333,000            $ 7,699,000
            Finished Goods       15,865,000              9,465,000
            Supplies                534,000                534,000
                                -----------            -----------
                                $25,732,000            $17,698,000
                                ===========            ===========
</TABLE>

           The Company uses the last-in, first-out (LIFO) method to price
           substantially all of the raw materials and finished goods inventory.

(4)        SHAREHOLDER'S EQUITY

           In April, 1995, the shareholders of the Company approved an amendment
           to the Certificate of Incorporation of the Company to increase the
           number of the Company's authorized shares of common stock from
           8,000,000 to 20,000,000.

                                     5 of 13


<PAGE>



ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

RESULTS OF OPERATIONS

THREE MONTHS ENDED APRIL 30, 1995 AS COMPARED TO THE THREE MONTHS ENDED
APRIL 30, 1994

NET SALES AND GROSS PROFIT

Net sales during the second quarter ended April 30, 1995, increased 36% or
$15,301,000 to $58,347,000 over the same period in the prior year. This increase
in net sales is a result of a 40% increase in unit selling prices partially
offset by a 3% decrease in sales volume.

The Company's gross profit for the second quarter of Fiscal 1995 amounted to
$12,709,000, a 6% decrease from $13,492,000 in the prior fiscal year. The gross
profit reduction resulted from increases in raw material costs combined with
additional manufacturing costs incurred with the start-up of the Company's
Midwest plant. The Company increased its total plant manufacturing capacity by
17% during the current fiscal quarter, and such plants operated at 74% of total
capacity.

OPERATING EXPENSES

Operating expenses for the second quarter ended April 30, 1995 decreased by
$452,000 to $8,062,000 as compared to the same period in the prior fiscal year.
This 5% decrease can be primarily attributed to reduction in the Company's
delivery personnel costs and outside freight costs.

INTEREST EXPENSE

Interest expense for the period increased by $84,000 to $425,000 representing a
25% increase from the same period in the prior year. This increase was the
result of an increase in the average debt outstanding during the second quarter
ended April 30, 1995.

SIX MONTHS ENDED APRIL 30, 1995 AS COMPARED TO SIX MONTHS ENDED APRIL 30, 1994

NET SALES AND GROSS PROFIT


Net sales for the six months ended April 30, 1995 were $117,034,000, an increase
of $34,880,000 or 42% over the same period in the prior year. This increase in
net sales is the result of a 3% increase in sales volume combined with a 39%
increase in unit selling prices.

The gross profit for the current six month period increased by $3,105,000 or 12%
to $28,845,000. The gross profit margin for the six months ended April 30, 1995
was 25% as compared to 31% for the same period in the prior year. The decline in
gross profit margin is primarily attributed to increased raw material costs and
additional manufacturing costs relating to the start-up of the Company's Midwest
plant. The Company increased its total plant manufacturing capacity by 34%
during the current six month period when compared to the same period in the
prior year. The Company operated its plants at 78% of its capacity during the
current period as compared with 88% in the same period in the prior year.

OPERATING EXPENSES

Operating expenses for the current period increased 5%, or $810,000, to
$17,225,000 as compared to the same period in 1994. This increase can be
attributed to the 3% increase in the Company's sales volume for the period which
resulted in increased sales commissions earned and shipping and warehousing
charges incurred during the period.

                                     6 of 13


<PAGE>



INTEREST EXPENSE

Interest expense for the current six month period increased by $144,000 to
$829,000 representing a 21% increase from the same period in the prior year.
This increase was attributable to the increase in the Company's average debt
outstanding during the period.

LIQUIDITY AND CAPITAL RESOURCES

The Company's working capital amounted to $25,442,000 at April 30, 1995, as
compared to $20,592,000 at October 31, 1994. The increase in working capital of
$4,850,000 at April 30, 1995 can be attributed to the increase in inventory
values related to increased raw material costs and the increased sales volume
during the first six months of the fiscal year offset by the Company's
investment in machinery and equipment and a new plant facility in Alsip,
Illinois, during the period. These purchases were funded by internally generated
cash flow and funding from available Company credit lines. The remaining
increases and decreases in components of the Company's financial position
reflect normal operating activity.

The Company's future capital requirements relate principally to the construction
of its new facility in Wright Township, Pennsylvania, purchasing machinery and
equipment for this facility and promoting new and existing products in the
polyethylene film market. The Company will receive financing from the State of
Pennsylvania to partially fund the construction of the facility and believes
that this borrowing combined with internally generated cash flow plus the
availability of the Company's credit facilities are sufficient to meet its
normal and additional capital requirements for the foreseeable future.

                                     7 of 13


<PAGE>




                                   SIGNATURES

     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.

                                  AEP INDUSTRIES INC.

Date:  June 12, 1995                        S/A J. BRENDAN BARBA
                                            --------------------
                                            J.Brendan Barba
                                            Chairman of the Board,
                                            President and Chief Executive
                                            Officer

Date:  June 12, 1995                        S/A PAUL M. FEENEY
                                            ------------------
                                            Paul M. Feeney
                                            Executive Vice President-
                                            Finance, Principal Financial
                                            and Accounting Officer

                                     8 of 13


<PAGE>



                           PART II - OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS

The Company is involved in routine litigation in the normal course of its
business. The proceedings are not expected to have a material adverse impact on
the Company's results of operations or financial position.

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The Annual Meeting of Stockholders of AEP Industries Inc. was held on April 11,
1995, for the purpose of electing two Class C directors, approving the
appointment of auditors, and voting on proposals described below. Proxies for
the Meeting were solicited pursuant to Section 14(A) of the Securities and
Exchange Act of 1934 and there was no solicitation in opposition to management's
solicitations.

1.         Management's nominees for Class C directors as listed in the Proxy
Statement were elected with the following vote:

                                Shares Voted       Shares         Shares Not
                                   "For"          Withheld           Voted
                                -----------      -----------     -----------
           J. Brendan Barba      6,624,624            34,102         721,947
           Lawrence R. Noll      6,624,624            34,102         721,947

2.         The appointment of Arthur Andersen LLP as independent auditors was
approved by the following vote:

            Shares Voted       Shares Voted           Shares      Shares Not
              "For"              "Against"         "Abstaining"      Voted
            ------------       ------------        ------------   ----------
            6,653,589                2,650             2,487         721,947

3.         Management's proposal to amend the Certificate of Incorporation to
increase the number of the Company's authorized shares of common stock from
8,000,000 to 20,000,000 was approved by the following vote:

            Shares Voted       Shares Voted           Shares      Shares Not
              "For"              "Against"         "Abstaining"      Voted
            ------------       ------------        ------------   ----------
            6,174,558              480,008             4,160         721,947

4.         Management's proposal to adopt the 1995 Employee Stock Purchase Plan
was approved by the following vote:

            Shares Voted       Shares Voted           Shares      Shares Not
              "For"              "Against"         "Abstaining"      Voted
            ------------       ------------        ------------   ----------
            6,301,867               26,256             4,112       1,048,438

5.         Management's proposal to adopt the 1995 Stock Option Plan was
approved by the following vote:

            Shares Voted       Shares Voted           Shares      Shares Not
              "For"              "Against"         "Abstaining"      Voted
            ------------       ------------        ------------   ----------
            5,412,197              911,376             8,662       1,048,438


ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

           (a)   Exhibit 11 - Computation of weighted average number of shares
                 outstanding. Page 13.

           (b)   No reports on Form 8-K were filed during the quarter ended
                 April 30, 1995.

           27.   Financial Data Schedule (for electronic submission only).

                                     9 of 13


<PAGE>


                                INDEX TO EXHIBITS

Exhibit
Number          Description of Exhibit
- -------         ----------------------
3(a)            Certificate of Incorporation of the Company (incorporated by
                reference to Exhibit 3(a) to Registration Statement on Form S-1
                No. 33-2242)

3(a-1)          Certificate of Amendment of Certificate of Incorporation of the
                Company dated April 11, 1995.

3(b)            By-Laws of the Company (incorporated by reference to Exhibit
                3(b) to Registration Statement on Form S-1 No. 33-2242)

4               Form of Note Agreement dated as of May 15, 1995 among the
                Company and certain institutional lenders providing for the
                issuance of the Company's 6.59% Senior Notes due May 15, 2003
                (incorporated by reference to Exhibit 4 to Registrant's
                Quarterly Report on Form 10-Q for the period ended July 31,
                1993)

10(a)           Loan Agreement dated as of May 1, 1984 between the Company and
                Waxahachie Industrial Development Authority (incorporated by
                reference to Exhibit 10(g) to Registration Statement on Form S-1
                No. 33-2242)

10(b)           Trust Indenture dated as of May 1, 1984 between Waxahachie
                Industrial Development Authority and Allied Bank of Texas
                (incorporated by reference to Exhibit 10(h) to Registration
                Statement on Form S-1 No. 33-2242)

10(c)           Deed of Trust and Security Agreement dated as of May 1, 1984 by
                the Company for the use and benefit of Allied Bank of Texas to
                James H. Albert as mortgage trustee (incorporated by reference
                to Exhibit 10(j) to Registration Statement on Form S-1 No.
                33-2242)

10(d)           Security Agreement dated May 1, 1984 between the Company and
                Allied Bank of Texas (incorporated by reference to Exhibit 10(1)
                to Registration Statement on Form S-1 No. 3-2242)

10(e)           1985 Stock Option Plan of the Company (incorporated by reference
                to Exhibit 10(mm) to Amendment No. 2 to Registration Statement
                on Form S-1 No. 33-2242)

10(f)           1985 Employee Stock Purchase Plan of the Company a amended April
                11, 1989 (incorporated by reference to Exhibit 10(aa) to the
                Annual Report on Form 10-K for the year ended October 31, 1989)

10(g)           The Employees Profit Sharing Retirement Plan and Trust of the
                Company (incorporated by reference to Exhibit 10(g) to
                Registration Statement on Form S-1 No. 33-2242)

10(i)           Lease dated as of March 20, 1990 between the Company and
                Phillips and Huyler Assoc., L.P

10(l)           1985 Stock Option Plan of the Company (incorporated by reference
                to Exhibit 4(i) to the Amendment No. 1 to the Registration
                Statement No. 33-6365)

10(m)           1985 Employee Stock Purchase Plan of the Company (incorporated
                by reference to Exhibit 4(i) to the Amendment No. 1 to the
                Registration Statement No. 33-6355)

10(n)           Amendment to loan agreement between the Company and Mellon Bank
                dated October 21, 1991 (incorporated by reference to Exhibit
                10(gg) to the Annual Report on Form 10-K for the year ended
                October 31, 1991)



                                    10 of 13


<PAGE>


Exhibit
Number          Description of Exhibit
- -------         ----------------------
10(o)           Loan Agreement dated as of October 25, 1992 between the Company
                and Chase Manhattan Bank, N.A. (incorporated by reference to
                Exhibit 10hh) to the Annual Report on Form 10-K for the year
                ended October 31, 1191)

10(p)           Amendment No. 1 to Revolving Credit Agreement and Revolving
                Credit Note between the Company and Mellon Bank dated July 31,
                1994 (incorporated by reference to Exhibit 10(p) to the Annual
                Report on Form 10-K for the year ended October 31, 1994)

10(q)           Amendment No. 1 to Revolving Credit Agreement and Revolving
                Credit Note between the Company and Chase Manhattan Bank dated
                October 19, 1994 (incorporated by reference to Exhibit 10(q) to
                the Annual Report on Form 10-K for the year ended October 31,
                1994)

10(r)           1995 Employee Stock Purchase Plan of the Company (incorporated
                by reference to Exhibit 4 to the Registration Statement on Form
                S-8 No. 33-58743).

10(s)           1195 Stock Option Plan of the Company (incorporated by reference
                to Exhibit 4 to the Registration Statement on Form S-8 No.
                33-58747).


                                    11 of 13



<PAGE>

                                                                  Exhibit 3(a-1)

            CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION

                                       OF

                               AEP INDUSTRIES INC.

                         Pursuant to Section 242 of the
                           General Corporation Law of
                              The State of Delaware

It is hereby certified that:

           1.               The name of the corporation (hereinafter called the
"Corporation") is AEP Industries Inc.

           2.              The Corporation hereby amends its Certificate of
Incorporation as follows:

                           The first sentence of paragraph FOURTH of the
                           Certificate of Incorporation relating to the total
                           number of authorized shares of the Corporation, is
                           hereby deleted in its entirety and shall ow read as
                           follows:

                                "The total number of shares of Capital Stock
                           which the Corporation shall have authority to issue
                           is 1,000,000 shares of Preferred Stock, $1.00 par
                           value ("Preferred Stock") and 20,000,000 shares of
                           Common Stock, $.01 par value ("Common Stock").

           3.              This Certificate of Amendment has been duly adopted
in accordance with the provisions of Section 242 of the General Corporation Law
of the State of Delaware.

           4.              The effective time of the amendment herein certified
shall be upon the filing of this Certificate with the Secretary of State.

           IN WITNESS WHEREOF, we have hereunto signed our names and affirm that
the statements herein are true under the penalties of perjury, as of the 11th
day of April, 1995.

                                                 AEP INDUSTRIES INC.

                                                 S/A J. Brendan Barba
                                                 ----------------------
                                                 J. Brendan Barba,
                                                 President

Attest:

S/A Lawrence R. Noll
- ---------------------------
Lawrence R. Noll, Secretary

                                    12 of 13

<PAGE>

                                                                      Exhibit 11

                               AEP INDUSTRIES INC

    COMPUTATION OF THE WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING
             For the Three and Six Months Ended April 30, 1995

<TABLE>
<CAPTION>

                                                         For the Three Months Ended                    For the Six Months Ended
                                                                 April 30,                                  April 30,
                                                    -----------------------------------------  -------------------------------------
                                                    Number of        Days   Weighted Average   Number of     Days   Weighted Average
                                    Shares of         Days            In    Number of Shares     Days         In    Number of Shares
                                   Common Stock     Outstanding      Period    Outstanding     Outstanding   Period    Outstanding
                                   ------------     -----------      ------ ----------------   -----------   ------ ----------------
<S>                                 <C>             <C>              <C>    <C>                <C>           <C>    <C>
   1995
- --------------
November 1 - April 30                7,367,921                                 7,367,921                                 7,367,921
Shares Issued:
December 7, 1994                         2,400            89            89         2,400           175           181         2,320
December 19, 1994                          600            89            89           600           163           181           540
January 1, 1995                          4,652            89            89         4,652           120           181         3,084
January 24, 1995                         3,000            89            89         3,000            97           181         1,608
January 24, 1995                         1,500            89            89         1,500            97           181           804
February 15, 1995                          600            75            89           505            75           181           249
March 1, 1995                              600            61            89           411            61           181           202
March 15, 1995                           2,400            47            89         1,267            47           181           623
March 15, 1995                           2,000            47            89         1,056            47           181           519
March 16, 1995                           4,500            46            89         2,326            46           181         1,144
April 12, 1995                          10,000            19            89         2,135            19           181         1,050
April 12, 1995                             200            19            89            43            19           181            21
April 13, 1995                           3,000            18            89           607            18           181           299
April 17, 1995                           3,000            14            89           472            14           181           232
                                     ---------                                 ---------                                 ---------
Total                                7,406,373                                 7,388,895                                 7,380,616
                                     =========                                 =========                                 =========

1994
- --------------
November 1 - April 30                7,317,014                                 7,317,014                                 7,317,014
Shares Issued:
November 23, 1993                        1,500            89            89         1,500           159           181         1,318
November 24, 1993                          400            89            89           400           158           181           349
December 2, 1993                         1,500            89            89         1,500           150           181         1,243
December 22, 1993                          800            89            89           800           130           181           575
January 27, 1994                         7,500            89            89         7,500            94           181         3,895
January 31, 1994                           300            89            89           300            90           181           149
February 2, 1994                         2,000            86            89         1,933            86           181           950
March 1, 1994                              450            61            89           308            61           181           152
March 14, 1994                           6,300            48            89         3,398            48           181         1,671
March 17, 1994                             900            45            89           455            45           181           224
March 22, 1994                           1,200            39            89           526            39           181           259
                                     ---------                                 ---------                                 ---------
Total                                7,339,864                                 7,335,634                                 7,327,798
                                     =========                                 =========                                 =========
</TABLE>




                                             13 of 13

<TABLE> <S> <C>

<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM AEP
INDUSTRIES INC. FORM 10-Q FOR THE SIX MONTHS ENDED 04-30-95 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          OCT-31-1995
<PERIOD-START>                             NOV-01-1994
<PERIOD-END>                               APR-30-1995
<CASH>                                             157
<SECURITIES>                                     1,607
<RECEIVABLES>                                   28,099
<ALLOWANCES>                                     1,679
<INVENTORY>                                     25,732
<CURRENT-ASSETS>                                54,853
<PP&E>                                         127,139
<DEPRECIATION>                                  48,254
<TOTAL-ASSETS>                                 134,077
<CURRENT-LIABILITIES>                           29,411
<BONDS>                                              0
<COMMON>                                            74
                                0
                                          0
<OTHER-SE>                                      68,576
<TOTAL-LIABILITY-AND-EQUITY>                   134,077
<SALES>                                        117,034
<TOTAL-REVENUES>                               117,545
<CGS>                                           88,189
<TOTAL-COSTS>                                   88,189
<OTHER-EXPENSES>                                17,225
<LOSS-PROVISION>                                   320
<INTEREST-EXPENSE>                                 828
<INCOME-PRETAX>                                 11,303
<INCOME-TAX>                                     4,370
<INCOME-CONTINUING>                                  0
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     6,933
<EPS-PRIMARY>                                      .94
<EPS-DILUTED>                                      .94
        

</TABLE>


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