<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________________
SCHEDULE 13E-4
AMENDMENT NO. 2
(FINAL AMENDMENT)
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(E)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934)
_____________________
AEP INDUSTRIES INC.
(Name of Issuer)
(Name of Person(s) Filing Statement)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
001031 10 3
(CUSIP Number of Class of Securities)
_____________________
PAUL M. FEENEY
EXECUTIVE VICE PRESIDENT-FINANCE
AEP INDUSTRIES INC.
125 PHILLIPS AVENUE
SOUTH HACKENSACK, NEW JERSEY 07606
(201) 641-6600
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of the Person(s) Filing Statement)
_____________________
Copies of Communications to:
DENNIS J. BLOCK, ESQ.
WEIL, GOTSHAL & MANGES
767 FIFTH AVENUE
NEW YORK, NEW YORK 10153
(212) 310-8187
_____________________
AUGUST 10, 1995
(Date Tender Offer First Published, Sent or Given to Security Holders)
_____________________
<TABLE>
<CAPTION>
CALCULATION OF FILING FEE
<S> <C> <S> <C>
TRANSACTION VALUE:* $24,638,250 AMOUNT OF FILING FEE:* $4,927.65
<FN>
* BASED ON $22.75 CASH PRICE PER SHARE FOR 1,083,000 SHARES.
</TABLE>
[X] CHECK BOX IF ANY PART OF THE FEE IS OFFSET AS PROVIDED BY
RULE 0-11(A)(2) AND IDENTIFY THE FILING WITH WHICH THE OFFSETTING
FEE WAS PREVIOUSLY PAID. IDENTIFY THE PREVIOUS FILING BY REGISTRATION
STATEMENT NUMBER, OR THE FORM OR SCHEDULE AND THE DATE OF ITS FILING.
AMOUNT PREVIOUSLY PAID: $4,927.65 FILING PARTY: AEP INDUSTRIES INC.
FORM OR REGISTRATION NO. SCHEDULE 13E-4 DATE FILED: AUGUST 10, 1995
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<PAGE>
This Amendment No. 2, being a final amendment, amends and
supplements the Issuer Tender Offer Statement on Schedule 13E-4
originally filed on August 10, 1995 and amended on September 11,
1995, relating to the invitation of AEP Industries Inc., a Delaware
corporation (the "Company"), to its stockholders to tender up to
1,083,000 shares of its Common Stock, par value $.01 per share
(the "Shares"), to the Company at $22.75 per Share, upon the terms
and subject to the conditions set forth in the Offer to Purchase
dated August 10, 1995 (the "Offer to Purchase"), and the related
Letter of Transmittal (which together constitute the "Offer").
ITEM 8. ADDITIONAL INFORMATION.
Item 8(e) is amended by adding the following paragraph:
The Company announced the final results of the Offer in a press
release dated September 15, 1995 which is attached hereto as Exhibit
(a)(11) and is incorporated herein by reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 is amended by adding the following exhibit:
(a)(11) Text of Press Release, dated September 15, 1995.
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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.
Date: September 15, 1995 AEP INDUSTRIES INC.
By: /s/ Paul M. Feeney
-------------------------------
Paul M. Feeney
Executive Vice President -Finance
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<PAGE>
EXHIBIT INDEX
Exhibit No. Description
(a)(1) Offer to Purchase, dated August 10, 1995 . . . . . . . . *
(a)(2) Letter of Transmittal . . . . . . . . . . . . . . . . . . *
(a)(3) Notice of Guaranteed Delivery . . . . . . . . . . . . . . *
(a)(4) Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees . . . . . . . . . . . . . . *
(a)(5) Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees . . . . . . . . *
(a)(6) Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9 . . . . . . . . . . . . . . *
(a)(7) Letter to the Company's Stockholders from the Chairman of
the Board, President and Chief Executive Officer of the
Company . . . . . . . . . . . . . . . . . . . . . . . . . *
(a)(8) Text of Press Release, dated August 3, 1995 . . . . . . . *
(a)(9) Text of Press Release, dated August 10, 1995 . . . . . . *
(a)(10) Text of Press Release, dated September 11, 1995 . . . . . *
(a)(11) Text of Press Release, dated Sepember 15, 1995 . . . . . .
(b) Credit Agreement, dated as of August 3, 1995, among the
Company, The Chase Manhattan Bank (National Association), as
Administrative Agent and Mellon Bank, N.A., as Documentation
Agent and the lenders party thereto . . . . . . . . . . . *
(c) Stock Purchase Agreement, dated August 2, 1995, by and
between J. Brendan Barba and the Company . . . . . . . . *
----------------------------
* Previously filed
<PAGE>
Exhibit (a)(11)
AEP INDUSTRIES INC.
Contact: Joan Lange NEWS
Manager - Corporate Communications
(201) 807-2301
FOR IMMEDIATE RELEASE:
AEP INDUSTRIES INC. ANNOUNCES FINAL RESULTS
OF SELF-TENDER OFFER
South Hackensack, NJ, September 15, 1995 -- AEP Industries Inc.
announced today the final results of its offer to purchase up to
1,083,000 shares of its common stock at $22.75 per share, net to the
seller in cash, which offer expired at 12:00 Midnight, New York City
time, on Friday, September 8, 1995. A total of 2,321,132 shares had
been validly tendered and not withdrawn in response to the tender
offer. The final proration faction is 46.6504%, taking into account
shares tendered by qualified odd lot holders, whose shares are not
subject to proration. The Company purchased 1,083,000 shares and will
today commence mailing to stockholders checks in payment of the
purchase price. Shares not purchased by the Company because of
proration or otherwise will be returned to the tendering stockholder.
Following the purchase, the Company had approximately 4,795,025 shares
of common stock outstanding.
Bear, Stearns & Co. Inc. is the dealer manager and The Chase Manhattan
Bank, N.A. is the depositary for the offer. D.F. King & Co., Inc.
serves as the information agent.
AEP Industries manufactures and markets low density polyethylene
plastic film products throughout the United States and in a limited
number of foreign countries. Shares of the Company's common stock are
traded on The Nasdaq Stock Market's National Market under the symbol
"AEPI."
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