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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
SCHEDULE 13E-4
Amendment No. 1
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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This Amendment No. 1 amends and supplements the Issuer Tender
Offer Statement on Schedule 13E-4 originally filed on August 10, 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 Offer expired at 12:00 Midnight, New York City time, on
Friday, September 8, 1995. The Company accepted for payment 1,083,000
Shares at a purchase price of $22.75 per Share. The Company announced
the preliminary results of the Offer in a press release dated
September 11, 1995 which is attached hereto as Exhibit (a)(10).
Item 9. Material to be Filed as Exhibits.
Item 9 is amended by adding the following exhibit:
(a)(10) Text of Press Release, dated September 11, 1995.
NYFS03...:\22\11722\0003\2453\SCH9055U.580
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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 11, 1995 AEP INDUSTRIES INC.
By: /s/ Paul M. Feeney
-----------------------------------
Paul M. Feeney
Executive Vice President - Finance
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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 . . . . .
(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
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EXHIBIT (a)(10)
AEP INDUSTRIES INC.
Contact: Joan Lange NEWS
Manager - Corporate Communications
(201) 807-2301
FOR IMMEDIATE RELEASE
AEP INDUSTRIES INC. ANNOUNCES PRELIMINARY RESULTS
OF SELF-TENDER OFFER
South Hackensack, NJ, September 11, 1995 -- AEP Industries Inc.
announced today that its offer to purchase up to 1,083,000 shares at
$22.75 per share, net to the seller in cash, expired at 12:00
Midnight, New York City time, on Friday, September 8, 1995.
Preliminary results of the tender offer indicated that a total of
approximately 2,321,000 shares had been validly tendered and not
withdrawn in response to the tender offer. The Company has accepted
for purchase 1,083,000 shares and expect to pay the purchase price
thereof as soon as is practicable following calculation of the final
proration factor. The preliminary proration factor is 46.7%, taking
into account shares tendered by qualified odd lot holders, whose
shares are not subject to proration. Shares not purchased by the
Company because of proration or otherwise will be returned to the
tendering stockholder.
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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