-----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, RcS0mdqwAPo7SDQK3gJfhkus/crfIqT4NPhKk+PAF5XfoWfig4r74bCkLwbuM708 JLzrk1dt6pATpJzGc30Avg== 0000899140-07-001247.txt : 20070629 0000899140-07-001247.hdr.sgml : 20070629 20070629172951 ACCESSION NUMBER: 0000899140-07-001247 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20070629 DATE AS OF CHANGE: 20070629 GROUP MEMBERS: BRADLEY LOUIS RADOFF GROUP MEMBERS: DANIEL S. LOEB GROUP MEMBERS: THIRD POINT OFFSHORE FUND, LTD. 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: 1934 Act SEC FILE NUMBER: 005-37385 FILM NUMBER: 07952294 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: Third Point LLC CENTRAL INDEX KEY: 0001040273 IRS NUMBER: 133922602 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 390 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2122247400 MAIL ADDRESS: STREET 1: 390 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: THIRD POINT MANAGEMENT CO LLC DATE OF NAME CHANGE: 19970602 SC 13D/A 1 a3817592b.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 6) Under the Securities Exchange Act of 1934* AEP Industries Inc. ---------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.01 per share ---------------------------------------------------------------------- (Title of Class of Securities) 001031103 ---------------------------------------------------------------------- (CUSIP Number of Class of Securities) Daniel S. Loeb Third Point LLC 390 Park Avenue New York, NY 10022 (212) 224-7400 ---------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) Copies to: Michael A. Schwartz, Esq. Willkie Farr & Gallagher LLP 787 Seventh Avenue New York, NY 10019-6099 (212) 728-8000 June 27, 2007 ---------------------------------------------------------------------- (Date of Event which Requires Filing of this Schedule) 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 ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: [ ] NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 240.13d-7 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 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). SCHEDULE 13D - --------------------------------- ----------------- CUSIP No. 001031103 Page 2 of 11 Pages - --------------------------------- ----------------- - ----------- -------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Third Point LLC I.D. #13-3922602 - ----------- -------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] - ----------- -------------------------------------------------------------------- 3 SEC USE ONLY - ----------- -------------------------------------------------------------------- 4 SOURCE OF FUNDS* AF - ----------- -------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ----------- -------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - --------------------- --------- ------------------------------------------------ 7 SOLE VOTING POWER 0 --------- ------------------------------------------------ NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 0 OWNED BY --------- ------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON WITH 0 --------- ------------------------------------------------ 10 SHARED DISPOSITIVE POWER 0 - ----------- -------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 0 - ----------- -------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - ----------- -------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% - ----------- -------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* OO - ----------- -------------------------------------------------------------------- SCHEDULE 13D - --------------------------------- ----------------- CUSIP No. 001031103 Page 3 of 11 Pages - --------------------------------- ----------------- - ----------- -------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Daniel S. Loeb - ----------- -------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] - ----------- -------------------------------------------------------------------- 3 SEC USE ONLY - ----------- -------------------------------------------------------------------- 4 SOURCE OF FUNDS* AF - ----------- -------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ----------- -------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - --------------------- --------- ------------------------------------------------ 7 SOLE VOTING POWER 0 --------- ------------------------------------------------ NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 0 OWNED BY --------- ------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON WITH 0 --------- ------------------------------------------------ 10 SHARED DISPOSITIVE POWER 0 - ----------- -------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 0 - ----------- -------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - ----------- -------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% - ----------- -------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - ----------- -------------------------------------------------------------------- SCHEDULE 13D - --------------------------------- ----------------- CUSIP No. 001031103 Page 4 of 11 Pages - --------------------------------- ----------------- - ----------- -------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Third Point Offshore Fund, Ltd. - ----------- -------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] - ----------- -------------------------------------------------------------------- 3 SEC USE ONLY - ----------- -------------------------------------------------------------------- 4 SOURCE OF FUNDS* WC - ----------- -------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ----------- -------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands - --------------------- --------- ------------------------------------------------ 7 SOLE VOTING POWER 0 --------- ------------------------------------------------ NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 0 OWNED BY --------- ------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON WITH 0 --------- ------------------------------------------------ 10 SHARED DISPOSITIVE POWER 0 - ----------- -------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 0 - ----------- -------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - ----------- -------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% - ----------- -------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* OO - ----------- -------------------------------------------------------------------- SCHEDULE 13D - --------------------------------- ----------------- CUSIP No. 001031103 Page 5 of 11 Pages - --------------------------------- ----------------- - ----------- -------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Bradley Louis Radoff - ----------- -------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] - ----------- -------------------------------------------------------------------- 3 SEC USE ONLY - ----------- -------------------------------------------------------------------- 4 SOURCE OF FUNDS* PF - ----------- -------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ----------- -------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - --------------------- --------- ------------------------------------------------ 7 SOLE VOTING POWER 174,268 --------- ------------------------------------------------ NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 0 OWNED BY --------- ------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON WITH 174,268 --------- ------------------------------------------------ 10 SHARED DISPOSITIVE POWER 0 - ----------- -------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 174,268 - ----------- -------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - ----------- -------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.3% - ----------- -------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - ----------- -------------------------------------------------------------------- This Amendment No. 6 to Schedule 13D ("Amendment No. 6") amends the Schedule 13D filed on February 14, 2005 (as amended by Amendment No. 1 thereto filed on April 21, 2006, Amendment No. 2 thereto filed on August 3, 2006, Amendment No. 3 thereto filed on November 9, 2006, Amendment No. 4 thereto filed on March 9, 2007, Amendment No. 5 thereto filed on May 8, 2007, and this Amendment No. 6, the "Schedule 13D") and is being filed on behalf of Third Point LLC, a Delaware limited liability company (the "Management Company"), Third Point Offshore Fund, Ltd., a Cayman Islands limited liability exempted company (the "Offshore Fund"), Daniel S. Loeb, an individual ("Mr. Loeb" and, together with the Offshore Fund and the Management Company, the "Third Point Reporting Persons"), and Bradley Louis Radoff, an individual ("Mr. Radoff" and, together with the Third Point Reporting Persons, the "Reporting Persons"). This Amendment No. 6 relates to the common stock, par value $0.01 per share (the "Common Stock"), of AEP Industries Inc., a Delaware corporation (the "Company"). The Management Company is the investment manager or adviser to a variety of hedge funds and managed accounts (such funds and accounts, including the Offshore Fund, the "Funds"). Mr. Loeb is the Chief Executive Officer of the Management Company. The Funds directly own the Common Stock to which the Schedule 13D relates, other than the Radoff Shares (as defined in Item 5 below), which are owned directly by Mr. Radoff, and the Management Company and Mr. Loeb may be deemed to have beneficial ownership over such Common Stock (other than the Radoff Shares) by virtue of their ownership or the authority granted to them by the Funds to vote and to dispose of the securities held by the Funds, including the Common Stock. Item 3. Source and Amount of Funds or Other Consideration. Item 3 of the Schedule 13D is hereby amended and restated as follows: Mr. Radoff expended approximately $2,840,568 to acquire the 174,268 shares of Common Stock currently held by him. The source of such funds was a loan from Mr. Loeb, which has been paid in full from Mr. Radoff's personal funds. Item 4. Purpose of Transaction. Item 4 is hereby amended by adding the following to the text thereof: Pursuant to a Purchase Agreement dated as of June 27, 2007 (the "Purchase Agreement") by and among the Company, the 6 Management Company, Mr. Loeb and certain of the Funds (such Funds, together with the Management Company and Mr. Loeb, the "Sellers"), the Sellers agreed to sell to the Company, and the Company agreed to purchase from the Sellers, 641,100 shares (the "Purchased Shares") of Common Stock. The aggregate purchase price for the Purchased Shares is $28,208,400. The description of the Purchase Agreement in this Item 4 is qualified by reference to the Purchase Agreement, a copy of which is filed as Exhibit 99.1 to this Schedule 13D and incorporated herein by reference in its entirety. As a result of the sales described above, on the Closing Date (as described in the Purchase Agreement) the Funds will no longer hold any shares of Common Stock. Item 5. Interest in Securities of the Issuer. Item 5 is hereby amended and restated as follows: (a) Mr. Radoff directly beneficially owns 174,268 shares of Common Stock (the "Radoff Shares"), which represent 2.3% of the 7,549,775 shares of Common Stock outstanding as of June 6, 2007, as reported in the Company's Quarterly Report on Form 10-Q for the quarterly period ended April 30, 2007. The percentages used herein and in the rest of this Amendment No. 6 are calculated based upon this number of outstanding shares. (b) Mr. Radoff has sole voting and dispositive power over the Radoff Shares, which are held directly by him. (c) As described in Item 4 above, pursuant to the Purchase Agreement, the Funds sold in a private transaction 641,100 shares of Common Stock, 440,200 shares of which were sold by the Offshore Fund, at a price of $44 per share in cash. Schedule A hereto sets forth certain information with respect to transactions by the Funds, at the direction of the Third Point Reporting Persons, in Common Stock effected in open market transactions on the NASDAQ Global Market since the most recent filing on Schedule 13D. Schedule B hereto sets forth certain information with respect to transactions by the Offshore Fund, at the direction of the Management Company and Mr. Loeb, in Common Stock effected in open market transactions on the NASDAQ Global Market since the most recent filing on Schedule 13D. Except as set forth herein and on Schedules A and B, there have been no transactions in the Common Stock since the most recent filing on Schedule 13D by any of the Reporting Persons nor, to the best of their knowledge, by any of their directors, executive officers, general partners or members. (d) Other than Mr. Radoff, no person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Radoff Shares. 7 (e) Each of the Reporting Persons ceased to be the beneficial owner of more than five percent of the Common Stock on June 27, 2007. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. Item 6 is hereby amended by adding thereto the information contained in Item 4 of this Amendment No. 6. Item 7. Material to be Filed as Exhibits. 99.1. Purchase Agreement, dated as of June 27, 2007, by and among AEP Industries Inc., Third Point LLC, Daniel S. Loeb, Third Point Partners L.P., Third Point Partners Qualified L.P., Third Point Ultra Ltd. and Third Point Offshore Fund, Ltd. [Signatures on following page] 8 SIGNATURES After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Dated: June 29, 2007 THIRD POINT LLC By: Daniel S. Loeb, Chief Executive Officer By: /s/ Justin Nadler ------------------------------- Name: Justin Nadler Title: Attorney-in-Fact THIRD POINT OFFSHORE FUND, LTD. By: Daniel S. Loeb, Director By: /s/ Justin Nadler ------------------------------- Name: Justin Nadler Title: Attorney-in-Fact DANIEL S. LOEB By: /s/ Justin Nadler ------------------------------- Name: Justin Nadler Title: Attorney-in-Fact /s/ Bradley Louis Radoff ----------------------------------- Bradley Louis Radoff [SIGNATURE PAGE TO AMENDMENT No. 6 TO SCHEDULE 13D WITH RESPECT TO AEP INDUSTRIES INC.] Schedule A ---------- Transactions by the Funds in Common Stock on the NASDAQ Global Market since the most recent filing on Schedule 13D)
Date Transaction Shares Price Per Share($) ---- ----------- ------ ------------------ - ------------------------ ---------------------------- --------------------------------- ----------------------------------- 05/16/07 SELL (15,000) 44.04 - ------------------------ ---------------------------- --------------------------------- ----------------------------------- 05/18/07 SELL (30,000) 43.85 - ------------------------ ---------------------------- --------------------------------- ----------------------------------- 05/21/07 SELL (10,900) 43.87 - ------------------------ ---------------------------- --------------------------------- -----------------------------------
Schedule B ---------- Transactions by the Offshore Fund in Common Stock on the NASDAQ Global Market since the most recent filing on Schedule 13D)
Date Transaction Shares Price Per Share($) ---- ----------- ------ ------------------ - ------------------------ ---------------------------- --------------------------------- ----------------------------------- 05/16/07 SELL (8,000) 44.04 - ------------------------ ---------------------------- --------------------------------- ----------------------------------- 05/18/07 SELL (20,700) 43.85 - ------------------------ ---------------------------- --------------------------------- ----------------------------------- 05/21/07 SELL (7,700) 43.87 - ------------------------ ---------------------------- --------------------------------- -----------------------------------
EX-99.1 3 a3817592c.txt PURCHASE AGREEMENT PURCHASE AGREEMENT ------------------ This PURCHASE AGREEMENT (this "Agreement") is made and entered into as of June 27, 2007 by and among AEP Industries Inc., a Delaware corporation (the "Company"), Third Point, LLC, a Delaware limited liability company acting as investment manager or adviser to Sellers (as defined below) ("Third Point"), Daniel S. Loeb, managing member of Third Point ("Mr. Loeb"), and Third Point Partners LP, a Delaware Limited Partnership, Third Point Partners Qualified LP, Third Point Offshore Fund, Ltd, a Cayman Corporation, and Third Point Ultra Ltd, a British Virgin Islands Corporation (collectively, "Sellers"). WHEREAS, Sellers directly own shares of the issued and outstanding common stock, par value $0.01 per share, of the Company ("Company Shares"); and WHEREAS, Sellers desire to sell, and the Company desires to purchase, free and clear of any and all Liens (as defined herein), an aggregate of 641,100 Company Shares for an aggregate purchase price of $28,208,400.00, as set forth herein. NOW, THEREFORE, in consideration of the foregoing premises and the covenants, agreements and representations and warranties contained herein, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: ARTICLE I PURCHASE AND SALE; CLOSING -------------------------- Section 1.1 Purchase and Sale. Upon the terms and subject to the conditions of this Agreement, Sellers agree to sell, convey, assign, transfer and deliver to the Company, and the Company agrees to purchase from Sellers, 641,100 Company Shares (the "Purchased Shares"), free and clear of any and all mortgages, pledges, encumbrances, liens, security interests, options, charges, claims, deeds of trust, deeds to secure debt, title retention agreements, rights of first refusal or offer, limitations on voting rights, proxies, voting agreements, limitations on transfer or other agreements or claims of any kind or nature whatsoever (collectively, "Liens"), in such amounts set forth on Schedule I hereto in respect of each Seller. Section 1.2 Purchase Price. Upon the terms and subject to the conditions of this Agreement, in consideration of the aforesaid sale, conveyance, assignment, transfer and delivery to the Company of the Purchased Shares, the Company shall pay to Sellers a price per Purchased Share of $ 44.00, for an aggregate price of $28,208,400.00, in cash, in such amounts set forth on Schedule I hereto in respect of each Seller. Section 1.3 Expenses. Except as expressly set forth in this Agreement, all fees and expenses incurred by each party hereto in connection with the matters contemplated by this Agreement shall be borne by the party incurring such fee or expense, including without limitation the fees and expenses of any investment banks, attorneys, accountants or other experts or advisors retained by such party. Section 1.4 Closing. The consummation of the transactions contemplated by this Agreement (the "Closing") shall take place at as specified below (the "Closing Date"), provided that the Company's obligation to consummate the transactions contemplated by this Agreement shall be conditioned upon there being no injunction or other order, judgment, law, regulation, decree or ruling or other legal restraint or prohibition having been issued, enacted or promulgated by a court or other governmental authority of competent jurisdiction that would have the effect of prohibiting or preventing the consummation of the transactions contemplated hereunder. Section 1.5 Closing Delivery. (a) At or prior to the Closing Date, in accordance with Section 1.1 hereof, each Seller shall deliver or cause to be delivered to American Stock Transfer & Trust Company (at the address below) the certificates representing the Purchased Shares to be purchased on the Closing Date as set forth on Schedule I hereto in respect of each Seller, duly and validly endorsed or accompanied by stock powers duly and validly executed in blank and sufficient to convey to the Company good, valid and marketable title in and to such Purchased Shares, free and clear of any and all Liens. Unless otherwise specified in writing, such certificates and related transfer documentation shall be delivered to American Stock Transfer & Trust Company, Attention: Geraldine Zarbo, Vice President, 6201 15th Avenue, Brooklyn, NY, 11219. (b) On the Closing Date, upon confirmation from American Stock Transfer & Trust Company that all documents are in good order in accordance with Section 1.2 hereof, the Company shall deliver or cause to be delivered to Sellers the cash amounts set forth on Schedule I hereto in respect of each Seller, by wire transfer of immediately available funds to such accounts as Third Point, on behalf of Sellers, has specified in writing prior to such Closing Date. (c) Each party hereto further agrees to execute and deliver such other instruments as shall be reasonably requested by a party hereto to consummate the transactions contemplated by this Agreement. ARTICLE II COVENANTS Section 2.1 Public Announcement; Public Filings. (a) Upon execution of this Agreement, the Company and Third Point shall issue a joint press release (in substantially the form attached hereto as Exhibit A) with such changes as may be mutually agreed by the Company and Third Point. No party hereto nor any of its respective Affiliates shall issue any press release or make any public statement relating to the transactions contemplated hereby (including, without limitation, any statement to any governmental or regulatory agency or accrediting body) that is inconsistent with, or are otherwise contrary to, the statements in the press release. 2 (b) Promptly following the date hereof, Third Point, Mr. Loeb and Sellers shall cause to be filed with the Securities and Exchange Commission an amendment to their most recent Schedule 13D filing on February 14, 2005, as amended, and prior to filing will provide the Company and its counsel a reasonably opportunity to review and comment upon such amendment. Section 2.2 Confidentiality. Sellers, Third Point and Mr. Loeb shall not disclose and shall maintain the confidentiality of (and shall cause their respective Affiliates, directors, officers and employees to not disclose and to maintain the confidentiality of) any non-public information which relates to the business, legal or financial affairs of the Company (the "Confidential Information"). Sellers, Third Point and Mr. Loeb shall use at least the same degree of care to safeguard and to prevent the disclosure, publication or dissemination of the Confidential Information as they respectively employ to avoid unauthorized disclosure, publication or dissemination of their own information of a similar nature, but in no case less than reasonable care. In the event that a Seller, Third Point or Mr. Loeb (or any Affiliate, director, officer or employee) is requested or required (by oral question, interrogatory, request for information or documents, subpoena, civil investigative demand or similar process) to disclose any Confidential Information, Third Point shall (a) notify the Company promptly so that the Company may seek a protective order or other appropriate remedy and (b) cooperate with the Company in any effort the Company undertakes to obtain a protective order or other remedy. In the event that no such protective order or other remedy is obtained, the applicable party shall disclose to the person compelling disclosure only that portion of the Confidential Information which such party is advised by counsel is legally required and shall exercise reasonable efforts to obtain reliable assurance that confidential treatment is accorded the Confidential Information so disclosed. ARTICLE III REPRESENTATIONS AND WARRANTIES OF --------------------------------- SELLERS, THIRD POINT AND MR. LOEB --------------------------------- Each of Sellers, Third Point and Mr. Loeb hereby makes, jointly and severally with respect to each other such party, the following representations and warranties to the Company: Section 3.1 Existence; Authority. Each of Sellers and Third Point is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization. Each of Sellers, Third Point and Mr. Loeb has all requisite competence, power and authority to execute and deliver this Agreement, to perform its or his obligations hereunder and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement. Section 3.2 Enforceability. This Agreement has been duly and validly executed and delivered by each of Sellers, Third Point and Mr. Loeb and, assuming due and valid authorization, execution and delivery by the Company, this Agreement constitutes a legal, valid and binding obligation of each of Sellers, Third Point, and/or Mr. Loeb, as applicable, 3 enforceable against each such person in accordance with its terms, except as such enforceability may be affected by bankruptcy, insolvency, moratorium and other similar laws relating to or affecting creditors' rights generally and general equitable principles. Section 3.3 Ownership. Each Seller is the sole record and beneficial owner of the Purchased Shares set forth opposite its name on Schedule I hereto, free and clear of any and all Liens. Each Seller has full power and authority to transfer full legal ownership of its respective Purchased Shares to the Company, and no Seller is required to obtain the approval of any person or governmental agency or organization to effect the sale of the Purchased Shares. Section 3.4 Good Title Conveyed. The stock certificates and stock powers executed and delivered by Sellers at the Closing will be valid and binding obligations of Sellers, enforceable in accordance with their respective terms, and will effectively vest in the Company good, valid and marketable title to all Purchased Shares, free and clear of any and all Liens. Section 3.5 Absence of Litigation. There is no suit, action, investigation or proceeding pending or, to the knowledge of any Seller, Third Point or Mr. Loeb, threatened against such party that could impair the ability of any of Sellers, Third Point or Mr. Loeb to perform its obligations hereunder or to consummate the transactions contemplated hereby. Section 3.6 Other Acknowledgments. (a) Each of Sellers, Third Point and Mr. Loeb hereby represents and acknowledges that it or he is a sophisticated investor and that it or he knows that the Company may have material Confidential Information concerning the Company and its condition (financial and otherwise), results of operations, businesses, properties, plans and prospects and that such information could be material to Sellers' decision to sell the Purchased Shares or otherwise materially adverse to Sellers' interests. Each of Sellers, Third Point and Mr. Loeb acknowledges and agrees that the Company shall have no obligation to disclose to it or him any such information and hereby waives and releases, to the fullest extent permitted bylaw, any and all claims and causes of action it has or may have against the Company and their respective Affiliates, officers, directors, employees, agents and representatives based upon, relating to or arising out of nondisclosure of such information or the sale of the Purchased Shares hereunder. (b) Each of Sellers, Third Point and Mr. Loeb further represents that it or he has adequate information concerning the business and financial condition of the Company to make an informed decision regarding the sale of the Purchased Shares and has, independently and without reliance upon the Company, made its or his own analysis and decision to sell the Purchased Shares. With respect to legal, tax, accounting, financial and other considerations involved in the transactions contemplated by this Agreement, including the sale of the Purchased Shares, none of Sellers, Third Point or Mr. Loeb is relying on the Company (or any agent or representative thereof). Each of Sellers, Third Point and Mr. 4 Loeb has carefully considered and, to the extent it or he believes such discussion necessary, discussed with professional legal, tax, accounting, financial and other advisors the suitability of the transactions contemplated by this Agreement, including the sale of the Purchased Shares. Each of Sellers, Third Point and Mr. Loeb acknowledges that none of the Company or any of their respective directors, officers, subsidiaries or Affiliates has made or makes any representations or warranties, whether express or implied, of any kind except as expressly set forth in this Agreement. (c) Sellers, Third Point and Mr. Loeb are "accredited investors" as defined in Rule 501 promulgated under the Securities Act of 1933, as amended. The sale of the Purchased Shares by Sellers (i) was privately negotiated in an independent transaction and (ii) does not violate any rules or regulations applicable to Sellers. ARTICLE IV REPRESENTATIONS AND WARRANTIES OF --------------------------------- THE COMPANY ----------- The Company makes the following representations and warranties to Sellers: Section 4.1 Existence; Authority. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby and has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement. Section 4.2 Enforceability. This Agreement has been duly and validly executed and delivered by the Company and, assuming due and valid authorization, execution and delivery by Sellers, Third Point, and Mr. Loeb, this Agreement constitutes, a legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms, except as such enforceability may be affected by bankruptcy, insolvency, moratorium and other similar laws relating to or affecting creditors' rights generally and general equitable principles. Section 4.3 Absence of Litigation. There is no suit, action, investigation or proceeding pending or, to the knowledge of the Company, threatened against such party that could impair the ability of the Company to perform its obligations hereunder or to consummate the transactions contemplated hereby. ARTICLE V MISCELLANEOUS ------------- Section 5.1 Survival. Each of the representations, warranties, covenants, and agreements in this Agreement or pursuant hereto shall survive the Closing. Notwithstanding any knowledge of facts determined or determinable by any party by investigation, each party shall have the right to fully rely on the representations, warranties, covenants and agreements of the other parties contained in this Agreement or in any other documents or papers delivered in connection herewith. Each representation, warranty, covenant and agreement of the parties 5 contained in this Agreement is independent of each other representation, warranty, covenant and agreement. Except as expressly set forth in this Agreement, no party has made any representation warranty, covenant or agreement. Section 5.2 Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given if so given) by hand delivery, cable, telecopy or mail (registered or certified, postage prepaid, return receipt requested) to the respective parties hereto addressed as follows: If to the Company: c/o AEP Industries Inc. 125 Phillips Avenue South Hackensack, New Jersey 07606 Attn: Paul Feeney Facsimile: (201) 807-6801 If to any Seller, Third Point or Mr. Loeb: c/o Third Point LLC 390 Park Avenue 18th Floor New York, New York 10022 Attn: Operations Facsimile: (212) 224-7401 With a copy to: Willkie Farr & Gallagher LLP 787 Seventh Avenue New York, New York 10019 Attn: Michael A. Schwartz Facsimile: (212) 728-9267 Section 5.3 Certain Definitions. As used in this Agreement, (a) the term "Affiliate" shall have the meaning set forth in Rule 12b-2 under the Securities Exchange Act of 1934, as amended, and shall include persons who become Affiliates of any person subsequent to the date hereof; and (b) the Company, Third Point, Mr. Loeb and each Seller are referred to herein individually as a "party" and collectively as "parties." Section 5.4 Specific Performance. The Company, on the one hand, and Sellers, Third Point and Mr. Loeb, on the other hand, acknowledge and agree that the other would be irreparably injured by a breach of this Agreement and that money damages are an inadequate remedy for an actual or threatened breach of this Agreement. Accordingly, the parties agree to the granting of specific performance of this Agreement and injunctive or other equitable relief as 6 a remedy for any such breach or threatened breach, without proof of actual damages, and further agree to waive any requirement for the securing or posting of any bond in connection with any such remedy. Such remedy shall not be deemed to be the exclusive remedy for a breach of this Agreement, but shall be in addition to all other remedies available at law or equity. Section 5.5 No Waiver. Any waiver by any party hereto of a breach of any provision of this Agreement shall not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Agreement. The failure of a party hereto to insist upon strict adherence to any term of this Agreement on one or more occasions shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement. Section 5.6 Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other authority to be invalid or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated by such holding. The parties agree that the court making any such determination of invalidity or unenforceability shall have the power to reduce the scope, duration or area of, delete specific words or phrases in, or replace any such invalid or unenforceable provision with one that is valid and enforceable and that comes closest to expressing the intention of such invalid or unenforceable provision, and this Agreement shall be enforceable as so modified after the expiration of the time within which the judgment may be appealed. Section 5.7 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns; provided that this Agreement (and any of the rights, interests or obligations of any party hereunder) may not be assigned by any party without the prior written consent of the other parties hereto, such consent not to be unreasonably withheld. Any purported assignment of a party's rights under this Agreement in violation of the preceding sentence shall be null and void. Section 5.8 Entire Agreement; Amendments. This Agreement (including any Schedules and Exhibits hereto) constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all other prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof and, except as expressly set forth herein, is not intended to confer upon any person other than the parties hereto any rights or remedies hereunder. This Agreement may be amended only by a written instrument duly executed by the parties hereto or their respective permitted successors or assigns. Section 5.9 Headings. The section headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Section 5.10 Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware, without giving effect to choice of law principles thereof that would cause the application of the laws of any other jurisdiction. 7 Section 5.11 Submission to Jurisdiction. Each of the parties irrevocably submits to the exclusive jurisdiction and service and venue in any federal or state court sitting in the State of Delaware for the purposes of any action, suit or proceeding arising out of or with respect to this Agreement. Each of the parties irrevocably and unconditionally waives any objections to the laying of venue of any action, suit or proceeding relating to this Agreement in any federal or state court sitting in the State of Delaware, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES THE RIGHT TO A TRIAL BY JURY. Section 5.12 Counterparts; Facsimile. This Agreement maybe executed in counterparts, including by facsimile or PDF electronic transmission, each of which shall be deemed an original, but all of which together shall constitute one and the same Agreement. Section 5.13 Further Assurances. Upon the terms and subject to the conditions of this Agreement, each of the parties hereto agrees to execute such additional documents, to use commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate or make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement. Section 5.14 Interpretation. The parties acknowledge and agree that this Agreement has been negotiated at arm's length and among parties equally sophisticated and knowledgeable in the matters covered hereby. Accordingly, any rule of law or legal decision that would require interpretation of any ambiguities in this Agreement against the party that has drafted it is not applicable and is hereby waived. [SIGNATURE PAGES FOLLOW) 8 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first written above. AEP INDUSTRIES INC. By: /s/ Paul M. Feeney ------------------------------------ Name: Paul M. Feeney Title: Executive Vice President and Chief Financial Officer THIRD POINT LLC By: /s/ Justin Nadler ------------------------------------ Name: Justin Nadler Title: Chief Operating Officer DANIEL S. LOEB /s/ Daniel S. Loeb ---------------------------------------- Name: Daniel S. Loeb 9 THIRD POINT PARTNERS L.P. By: Third Point LLC, its investment manager By: /s/ Justin Nadler ------------------------------------ Name: Justin Nadler Title: Chief Operating Officer THIRD POINT PARTNERS QUALIFIED L.P. By: Third Point LLC, its investment manager By: /s/ Justin Nadler ------------------------------------ Name: Justin Nadler Title: Chief Operating Officer THIRD POINT OFFSHORE FUND, LTD. By: Third Point LLC, its investment manager By: /s/ Justin Nadler ------------------------------------ Name: Justin Nadler Title: Chief Operating Officer THIRD POINT ULTRA LTD. By: Third Point LLC, its investment manager By: /s/ Justin Nadler ------------------------------------ Name: Justin Nadler Title: Chief Operating Officer -----END PRIVACY-ENHANCED MESSAGE-----