AEP13GA

-----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, Ip4mitPw7TrUFf8IfnzM4xnlQUGat2AM9BGXu+BrFY27gAzys5qpqVYewFNkNv9m i6rR9DQYazmgBH+4WnNFIA== 0000935836-06-000187.txt : 20060510 0000935836-06-000187.hdr.sgml : 20060510 20060510172510 ACCESSION NUMBER: 0000935836-06-000187 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060510 DATE AS OF CHANGE: 20060510 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 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-37385 FILM NUMBER: 06827491 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: Smithwood Advisers, L.P. CENTRAL INDEX KEY: 0001362178 IRS NUMBER: 562574704 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 1999 AVENUE OF THE STARS, SUITE 2040 CITY: LOS ANGELES STATE: CA ZIP: 90067-6022 BUSINESS PHONE: 310-286-2929 MAIL ADDRESS: STREET 1: 1999 AVENUE OF THE STARS, SUITE 2040 CITY: LOS ANGELES STATE: CA ZIP: 90067-6022 SC 13G/A 1 aep13ga.htm AEP13GA

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 2)

AEP Industries Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

001031103

(CUSIP Number)

May 1, 2006

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[ ] Rule 13d-1(b)

[ X ] Rule 13d-1(c)

[ ] Rule 13d-1(d)

* 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 the disclosures provided in a prior cover page.

The information required in 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).

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).

Smithwood General Partner, LLC

2. Check the Appropriate Box if a Member of a Group (See Instructions)

(a) ______

(b)

3. SEC Use Only

4. Citizenship or Place of Organization CA

Number of Shares Beneficially Owned by Each Reporting Person With:	5. Sole Voting Power 562,343
	6. Shared Voting Power 0
	7. Sole Dispositive Power 562,343
	8. Shared Dispositive Power 0

9. Aggregate Amount Beneficially Owned by Each Reporting Person 562,343

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) ______

11. Percent of Class Represented by Amount in Row (9) 6.5%

12. Type of Reporting Person (See Instructions) OO, HC

1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).

Smithwood Partners, LLC

2. Check the Appropriate Box if a Member of a Group (See Instructions)

(a) ______

(b)

3. SEC Use Only

4. Citizenship or Place of Organization CA

Number of Shares Beneficially Owned by Each Reporting Person With:	5. Sole Voting Power 562,343
	6. Shared Voting Power 0
	7. Sole Dispositive Power 562,343
	8. Shared Dispositive Power 0

9. Aggregate Amount Beneficially Owned by Each Reporting Person 562,343

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) ______

11. Percent of Class Represented by Amount in Row (9) 6.5%

12. Type of Reporting Person (See Instructions) OO, HC

1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).

Smithwood Advisers, L.P.

2. Check the Appropriate Box if a Member of a Group (See Instructions)

(a) ______

(b)

3. SEC Use Only

4. Citizenship or Place of Organization CA

Number of Shares Beneficially Owned by Each Reporting Person With:	5. Sole Voting Power 562,343
	6. Shared Voting Power 0
	7. Sole Dispositive Power 562,343
	8. Shared Dispositive Power 0

9. Aggregate Amount Beneficially Owned by Each Reporting Person 562,343

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) ______

11. Percent of Class Represented by Amount in Row (9) 6.5%

12. Type of Reporting Person (See Instructions) PN, HC

1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).

Jonathan Brooks

2. Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

(b) ______

3. SEC Use Only

4. Citizenship or Place of Organization USA

Number of Shares Beneficially Owned by Each Reporting Person With:	5. Sole Voting Power 562,343
	6. Shared Voting Power 0
	7. Sole Dispositive Power 562,343
	8. Shared Dispositive Power 0

9. Aggregate Amount Beneficially Owned by Each Reporting Person 562,343

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) ______

11. Percent of Class Represented by Amount in Row (9) 6.5%

12. Type of Reporting Person (See Instructions) IN, HC

1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).

JMB Capital Partners, L.P.

2. Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

(b) ______

3. SEC Use Only

4. Citizenship or Place of Organization California

Number of Shares Beneficially Owned by Each Reporting Person With:	5. Sole Voting Power 562,343
	6. Shared Voting Power 0
	7. Sole Dispositive Power 562,343
	8. Shared Dispositive Power 0

9. Aggregate Amount Beneficially Owned by Each Reporting Person 562,343

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) ______

11. Percent of Class Represented by Amount in Row (9) 6.5%

12. Type of Reporting Person (See Instructions) PN

Item 1.

(a) Name of Issuer

AEP Industries Inc.

(b) Address of Issuer"s Principal Executive Offices

125 Phillips Avenue, South Hackensack, NJ 07606

Item 2.

(a) The names of the persons filing this statement are:

Smithwood General Partner, LLC ("Smithwood")
Smithwood Partners, LLC (the "General Partner")
Smithwood Advisers, L.P. (the "Investment Adviser")
Jonathan Brooks
JMB Capital Partners, L.P. (the "Fund")

(collectively, the "Filers").

Mr. Brooks is the controlling owner and Manager of Smithwood and the General Partner. Smithwood is the general partner of the Investment Adviser. The General Partner is the Fund"s general partner and the Investment Adviser is the Fund"s investment adviser.

(b) The principal business office of the Filers is located at:

1999 Avenue of the Stars, Suite 2040
Los Angeles, CA 90067

(d) This statement relates to shares of common stock of the Issuer (the "Stock").

(e) The CUSIP number of the Issuer is: 001031103

Item 3. If this statement is filed pursuant to rule 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a) [ ] Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(d) [ ] Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

(e) [ ] An investment adviser in accordance with section 240.13d-1(b)(1)(ii)(E).

(f) [ ] An employee benefit plan or endowment fund in accordance with section 240.13d-1(b)(1)(ii)(F).

(g) [ ] A parent holding company or control person in accordance with 240.13d-1(b)(1)(ii)(G)

(h) [ ] A savings association as defined in section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).

(i) [ ] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).

(j) [ ] Group, in accordance with section 240.13d-1(b)(1)(ii)(J).

Item 4. Ownership.

See Items 5-9 and 11 of the cover page for each Filer.

Item 5. Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ].

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

The Investment Adviser is an investment adviser whose clients have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Stock. No individual client"s holdings of the Stock, other than those of the Fund, are more than five percent of the outstanding Shares of the Stock. The Filers are filing this Schedule 13G jointly, but not as members of a group, and each disclaims membership in a group. In addition, the filing of this Schedule 13G on behalf of the Fund should not be construed as an admission that it is, and it disclaims that it is the beneficial owner, as defined in Rule 13d-3 under the Securities Exchange Act of 1934, of any of the Stock covered by this Schedule 13G.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

Not applicable.

Item 8. Identification and Classification of Members of the Group.

Not applicable.

Item 9. Notice of Dissolution of Group

Not applicable.

Item 10. Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

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.

Dated: May 10, 2006.

SMITHWOOD GENERAL PARTNER, LLC By: /s/ Jonathan Brooks Manager	SMITHWOOD PARTNERS, LLC By: /s/ Jonathan Brooks Manager
SMITHWOOD ADVISERS, L.P. By: Smithwood Partners, LLC General Partner By: /s/ Jonathan Brooks Manager	JMB CAPITAL PARTNERS, L.P. By: Smithwood Partners, LLC General Partner By: /s/ Jonathan Brooks Manager
/s/ Jonathan Brooks

EXHIBIT A

AGREEMENT REGARDING JOINT FILING

OF STATEMENT ON SCHEDULE 13D OR 13G

The undersigned agree to file jointly with the Securities and Exchange Commission (the "SEC") any and all statements on Schedule 13D or Schedule 13G (and any amendments or supplements thereto) required under section 13(d) of the Securities Exchange Act of 1934, as amended, in connection with purchases and sales by the undersigned of securities of any issuer, until such time as the undersigned file with the SEC a statement terminating this Agreement Regarding Joint Filing of Statement on Schedule 13D or 13G. For that purpose, the undersigned hereby constitute and appoint Smithwood Advisers, L.P., a California limited partnership, as their true and lawful agent and attorney-in-fact, with full power and authority for and on behalf of the undersigned to prepare or cause to be prepared, sign, file with the SEC and furnish to any other person all certificates, instruments, agreements and documents necessary to comply with section 13(d) and section 16(a) of the Securities Exchange Act of 1934, as amended, in connection with said purchases and sales, and to do and perform every act necessary and proper to be done incident to the exercise of the foregoing power, as fully as the undersigned might or could do if personally present, until such time as the undersigned file with the SEC a statement terminating this Agreement Regarding Joint Filing of Statement on Schedule 13D or 13G.

DATED: May 10, 2006

SMITHWOOD GENERAL PARTNER, LLC By: /s/ Jonathan Brooks Manager	SMITHWOOD PARTNERS, LLC By: /s/ Jonathan Brooks Manager
SMITHWOOD ADVISERS, L.P. By: Smithwood Partners, LLC General Partner By: /s/ Jonathan Brooks Manager	JMB CAPITAL PARTNERS, L.P. By: Smithwood Partners, LLC General Partner By: /s/ Jonathan Brooks Manager
/s/ Jonathan Brooks

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