-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FJ3GNykQE2lsiHMNq1hXJwBZ3OleytLky5XG/7dd8yvtGJBsbzbcD0SAosD/X36W +Se6wdYVk4Cm9yLZdMQqfg== 0000893750-99-000267.txt : 19990607 0000893750-99-000267.hdr.sgml : 19990607 ACCESSION NUMBER: 0000893750-99-000267 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990604 GROUP MEMBERS: BORDEN HOLDINGS, INC. GROUP MEMBERS: BORDEN INC GROUP MEMBERS: BW HOLDINGS, LLC GROUP MEMBERS: KKR ASSOCIATES GROUP MEMBERS: WHITEHALL ASSOCIATES, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AEP INDUSTRIES INC CENTRAL INDEX KEY: 0000785787 STANDARD INDUSTRIAL CLASSIFICATION: UNSUPPORTED PLASTICS FILM & SHEET [3081] IRS NUMBER: 221916107 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-37385 FILM NUMBER: 99640632 BUSINESS ADDRESS: STREET 1: 125 PHILLIPS AVE CITY: SOUTH HACKENSACK STATE: NJ ZIP: 07606 BUSINESS PHONE: 2016416600 MAIL ADDRESS: STREET 1: 125 PHILLIPS AVE CITY: SOUTH HACKENSACK STATE: NJ ZIP: 07606 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BORDEN INC CENTRAL INDEX KEY: 0000013239 STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS, MATERIALS, SYNTH RESINS & NONVULCAN ELASTOMERS [2821] IRS NUMBER: 130511250 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 180 EAST BROAD ST STREET 2: 29TH FLR CITY: COLUMBUS STATE: OH ZIP: 43215 BUSINESS PHONE: 6142254000 MAIL ADDRESS: STREET 1: 180 BROAD ST STREET 2: 29TH FLR CITY: COLUMBUS STATE: OH ZIP: 43215 FORMER COMPANY: FORMER CONFORMED NAME: BORDEN CO DATE OF NAME CHANGE: 19680813 SC 13D/A 1 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. - ------------------------------------------------------------------------------ (Name of Issuer) Common Stock, par value $0.01 per share - ------------------------------------------------------------------------------ (Title of Class of Securities) 001031103 ---------------------------- (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 - ------------------------------------------------------------------------------ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 4, 1999 ---------------------------- (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 PAGE 1 of 4 PAGES 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). PAGE 2 of 4 PAGES 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. PAGE 3 of 4 PAGES 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 --------------------------- Name: Scott Stuart Title: General Partner WHITEHALL ASSOCIATES, L.P. By KKR Associates General Partner By /s/ Scott Stuart --------------------------- 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 --------------------------- Name: Phyllis R. Yeatman Title: Vice President BORDEN HOLDINGS, INC. By /s/ Phyllis R. Yeatman --------------------------- Name: Phyllis R. Yeatman Title: Vice President BORDEN, INC. By /s/ Ellen German Berndt --------------------------- Name: Ellen German Berndt Title: Secretary DATED: June 3, 1999 PAGE 4 of 4 PAGES -----END PRIVACY-ENHANCED MESSAGE-----