-----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, NeQMk5Bl3XR9q0Q9jJaEddZhfqT7iO0otBCbJlZBPXncmru0q17Y5RoOCG7XY+TU ig8t5UXe7MTZkZoMvbt1yg== 0000893750-01-000091.txt : 20010212 0000893750-01-000091.hdr.sgml : 20010212 ACCESSION NUMBER: 0000893750-01-000091 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010209 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: 1531323 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 0001.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 3) AEP Industries Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 001031103 (CUSIP Number) William F. Stoll Senior Vice President and General Counsel Borden, Inc. 180 East Broad Street Columbus, OH 43215 (614) 225-4000 Copy to: Copy to: Scott M. Stuart David Sorkin, Esq. KKR Associates, Simpson Thacher & Bartlett Whitehall Associates, L.P., 425 Lexington Avenue c/o Kohlberg Kravis Roberts & Co. New York, NY 10017 9 West 57th Street 212-455-2000 New York, NY 10019 (212) 750-8300 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) February 5, 2001 (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(e), 13d-1(f) or 13d-1(g), check the following box /_/. CUSIP No. 001031103 13D Page 2 of 14 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): Borden, Inc. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) /_/ (b) /_/ 3. SEC USE ONLY: 4. SOURCE OF FUNDS: Not Applicable 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) /_/ 6. CITIZENSHIP OR PLACE OF ORGANIZATION: New Jersey NUMBER OF 7. SOLE VOTING POWER SHARES 2,276,418 BENEFI- CIALLY 8. SHARED VOTING POWER OWNED BY 0 EACH REPORTING 9. SOLE DISPOSITIVE POWER PERSON 2,276,418 WITH 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 2,276,418 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: /_/ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 29.9% -2- CUSIP No. 001031103 13D Page 3 of 14 14. TYPE OF REPORTING PERSON: CO -3- CUSIP No. 001031103 13D Page 4 of 14 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): Borden Holdings, Inc. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) /_/ (b) /_/ 3. SEC USE ONLY: 4. SOURCE OF FUNDS: Not Applicable 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) /_/ 6. CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware NUMBER OF 7. SOLE VOTING POWER SHARES 2,276,418 BENEFI- CIALLY 8. SHARED VOTING POWER OWNED BY 0 EACH REPORTING 9. SOLE DISPOSITIVE POWER PERSON 2,276,418 WITH 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 2,276,418 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: /_/ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 29.9% -4- CUSIP No. 001031103 13D Page 5 of 14 14. TYPE OF REPORTING PERSON: CO, HC -5- CUSIP No. 001031103 13D Page 6 of 14 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): BW Holdings LLC 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) /_/ (b) /_/ 3. SEC USE ONLY: 4. SOURCE OF FUNDS: Not Applicable 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) /_/ 6. CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware NUMBER OF 7. SOLE VOTING POWER SHARES 2,276,418 BENEFI- CIALLY 8. SHARED VOTING POWER OWNED BY 0 EACH REPORTING 9. SOLE DISPOSITIVE POWER PERSON 2,276,418 WITH 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 2,276,418 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: /_/ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 29.9% -6- CUSIP No. 001031103 13D Page 7 of 14 14. TYPE OF REPORTING PERSON: OO, HC -7- CUSIP No. 001031103 13D Page 8 of 14 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): Whitehall Associates, L.P. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) /_/ (b) /_/ 3. SEC USE ONLY: 4. SOURCE OF FUNDS: Not Applicable 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) /_/ 6. CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware NUMBER OF 7. SOLE VOTING POWER SHARES 2,276,418 BENEFI- CIALLY 8. SHARED VOTING POWER OWNED BY 0 EACH REPORTING 9. SOLE DISPOSITIVE POWER PERSON 2,276,418 WITH 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 2,276,418 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: /_/ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 29.9% -8- CUSIP No. 001031103 13D Page 9 of 14 14. TYPE OF REPORTING PERSON: PN -9- CUSIP No. 001031103 13D Page 10 of 14 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): KKR Associates 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) /_/ (b) /_/ 3. SEC USE ONLY: 4. SOURCE OF FUNDS: Not Applicable 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) /_/ 6. CITIZENSHIP OR PLACE OF ORGANIZATION: New York NUMBER OF 7. SOLE VOTING POWER SHARES 0 BENEFI- CIALLY 8. SHARED VOTING POWER OWNED BY 2,276,418 EACH REPORTING 9. SOLE DISPOSITIVE POWER PERSON 0 WITH 10. SHARED DISPOSITIVE POWER 2,276,418 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 2,276,418 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: /_/ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 29.9% 14. TYPE OF REPORTING PERSON: PN -10- This Amendment No. 3 amends the statement of beneficial ownership on Schedule 13D relating to the common stock, par value $.01 per share, of AEP Industries Inc. filed on July 1, 1996, as amended by Amendment No. 1 thereto filed on October 17, 1996 and Amendment No. 2 thereto filed on June 4, 1999 (as amended, the "Schedule 13D") by and on behalf of 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. Item 2. Identity and Background. Paragraph 6 of Item 2 is amended in its entirety and is replaced by the following: Messrs. Henry R. Kravis, George R. Roberts, Robert I. MacDonnell, Paul E. Raether, Michael W. Michelson, James H. Greene, Jr., Michael T. Tokarz, Scott M. Stuart, Edward A. Gilhuly and Perry Golkin are the general partners of KKR Associates. Messrs. Kravis, Roberts, MacDonnell, Raether, Michelson, Greene, Tokarz, Stuart, Gilhuly and Golkin are each United States citizens, and the present principal occupation or employment of each is as a member of KKR & Co. L.L.C., a Delaware limited liability company and the general partner of Kohlberg Kravis Roberts & Co. L.P. ("KKR"), a private investment firm, the addresses of which are 9 West 57th Street, New York, New York 10019, 2800 Sand Hill Road, Suite 200, Menlo Park, California 94025, and Stirling Square, 7 Carlton Gardens, London, England, SW1Y5AD. The business address of Messrs. Kravis, Raether, Tokarz, Stuart and Golkin is 9 West 57th Street, New York, New York 10019; the business address of Messrs. Roberts, MacDonnell, Michelson, and Greene is 2800 Sand Hill Road, Suite 200, Menlo Park, California 94025; the business address of Mr. Gilhuly is Stirling Square, 7 Carlton Gardens, London, England, SW1Y5AD. Items 4 and 5. Purpose of Transaction; Interest in Securities of the Issuer. Between January 11, 2001 and February 5, 2001, Borden, Inc. sold 136,400 shares in brokers transactions on the NASDAQ Stock Market at an average price per share of $38.0429. Following these transactions, the beneficial ownership of the identified class of securities held by Borden, Inc. decreased to 2,276,418 shares (29.9%). As a result, the beneficial ownership of each of the other reporting persons also decreased to 2,276,418 shares (29.9%). -11- The reporting persons intend to review on a continuing basis their investment in AEP Industries Inc. as described in and subject to the limitations set forth in the Schedule 13D. -12- SIGNATURES 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/ William J. Janetschek --------------------------------- Name: William J. Janetschek Title: Attorney-in-Fact for Scott M. Stuart WHITEHALL ASSOCIATES, L.P. By KKR Associates General Partner By: /s/ William J. Janetschek --------------------------------- Name: William J. Janetschek Title: Attorney-in-Fact for Scott M. Stuart BW HOLDINGS LLC By Whitehall Associates, L.P., Its managing member By Borden Holdings, Inc. Attorney-in-Fact By: /s/ Alyssa A. Anton --------------------------------- Name: Alyssa A. Anton Title: Vice President BORDEN HOLDINGS, INC. By: /s/ Alyssa A. Anton --------------------------------- Name: Alyssa A. Anton Title: Vice President -13- BORDEN, INC. By: /s/ Ellen German Berndt --------------------------------- Name: Ellen German Berndt Title: Secretary Dated: February 9, 2001 -14- -----END PRIVACY-ENHANCED MESSAGE-----