-----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, HLhB8Dapjtoj/qE39pVR/kukk/XCYSJ8DwxG74G8zFh49j/51+WOt/0II9HnUiyL ntufTinJ0Mus8mSvSNOcgw== 0000902664-95-000073.txt : 19951120 0000902664-95-000073.hdr.sgml : 19951120 ACCESSION NUMBER: 0000902664-95-000073 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19951116 SROS: NASD GROUP MEMBERS: BEV PARTNERS, L.P. GROUP MEMBERS: EGS ASSOCIATES, L.P. GROUP MEMBERS: EGS PARTNERS LLC GROUP MEMBERS: EGS PARTNERS, L.L.C. GROUP MEMBERS: FREDERIC GREENBERG GROUP MEMBERS: FREDERIC KETCHER GROUP MEMBERS: JONAS GERSTL GROUP MEMBERS: JONAS PARTNERS, L.P. GROUP MEMBERS: WILLIAM A. EHRMAN 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: 95594198 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: EGS PARTNERS LLC CENTRAL INDEX KEY: 0000897018 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 133679110 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 300 PARK AVENUE STREET 2: 21ST FL CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2127559000 FORMER COMPANY: FORMER CONFORMED NAME: EGS PARTNERS LP /NY/ /ADV DATE OF NAME CHANGE: 19930715 FORMER COMPANY: FORMER CONFORMED NAME: EGS PARTNERS LP /NY/ /ADV DATE OF NAME CHANGE: 19930715 SC 13D/A 1 AMENDMENT NO. 14 TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ______________________ SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 14)* AEP Industries, Inc. (Name of Issuer) Common (Title of Class of Securities) 001031103 (CUSIP Number) Arthur Goetchius EGS Partners, L.L.C., 300 Park Ave., 21st Fl., New York, NY 10022 212-755-9000 (Name, address and telephone number of person authorized to receive notices and communications) November 9, 1995 (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 follow- ing box [ ]. Check the following box if a fee is being paid with the statement[]. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) 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 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 purposes 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). 13D CUSIP No. 001031103 _____________________________________________________________________________ (1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON EGS Partners, L.L.C. _____________________________________________________________________________ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ** (a) [ ] (b) [X] _____________________________________________________________________________ (3) SEC USE ONLY _____________________________________________________________________________ (4) SOURCE OF FUNDS ** OO ____________________________________________________________ (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 -0- SHARES ______________________________________________________________ BENEFICIALLY (8) SHARED VOTING POWER 498,845 OWNED BY ___________________________________________________________ EACH (9) SOLE DISPOSITIVE POWER -0- REPORTING ______________________________________________________________ PERSON WITH (10) SHARED DISPOSITIVE POWER 498,845 _____________________________________________________________________________ (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 498,845 _____________________________________________________________________________ (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ] _____________________________________________________________________________ (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.41% _____________________________________________________________________________ (14) TYPE OF REPORTING PERSON ** IA _____________________________________________________________________________ ** SEE INSTRUCTIONS BEFORE FILLING OUT! 13D CUSIP No. 001031103 _____________________________________________________________________________ (1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON William Ehrman _____________________________________________________________________________ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ** (a) [ ] (b) [X] _____________________________________________________________________________ (3) SEC USE ONLY _____________________________________________________________________________ (4) SOURCE OF FUNDS ** AF PF ____________________________________________________________ (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] _____________________________________________________________________________ (6) CITIZENSHIP OR PLACE OF ORGANIZATION United States _____________________________________________________________________________ NUMBER OF (7) SOLE VOTING POWER 34,511 SHARES ______________________________________________________________ BENEFICIALLY (8) SHARED VOTING POWER 810,753 OWNED BY ___________________________________________________________ EACH (9) SOLE DISPOSITIVE POWER 34,511 REPORTING ______________________________________________________________ PERSON WITH (10) SHARED DISPOSITIVE POWER 810,753 _____________________________________________________________________________ (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 845,264 _____________________________________________________________________________ (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ] _____________________________________________________________________________ (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 17.63% _____________________________________________________________________________ (14) TYPE OF REPORTING PERSON ** IN _____________________________________________________________________________ ** SEE INSTRUCTIONS BEFORE FILLING OUT! The Schedule 13D, initially filed on March 30, 1990, as amended, of (i) EGS Associates, L.P., a Delaware limited partnership ("EGS Associates"), (ii) EGS Partners, L.L.C., a Delaware limited liability company ("EGS Partners"), (iii) Bev Partners, L.P., a Delaware limited partnership ("Bev Partners"), (iv) Jonas Partners, L.P., a Delaware limited partnership ("Jonas Partners"), (v) William Ehrman, (vi) Frederic Greenberg, (vii) Frederick Ketcher, and (viii) Jonas Gerstl, relating to the common stock, $0.01 par value per share (the "Common Stock") issued by AEP Industries, Inc. (the "Company"), is hereby amended by this Amendment No. 14 to the Schedule 13D as follows: Items 3 and 5 are hereby amended and restated in their entirety as follows: ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. The net investment cost (including commissions, if any) of the shares of Common Stock beneficially owned by EGS Associates, EGS Partners (exclusive of shares beneficially owned by EGS Overseas), EGS Overseas, Bev Partners and Jonas Partners is approximately $1,079,567, $4,343,678, $1,262,716, $903,116, and $146,657, respectively. The net investment cost (excluding commissions, if any) of the shares of Common Stock owned directly by Mr. Greenberg, and by members of his immediate family, is approximately $60,011. The net investment cost (excluding commissions, if any) of the shares of Common Stock owned directly by Mr. Ehrman, is approximately $901,731. The net investment cost (excluding commissions, if any) of the shares of Common Stock owned directly by Mr. Ketcher, is approximately $44,130. The shares of Common Stock purchased by each of EGS Associates, EGS Overseas, Bev Partners and Jonas Partners were purchased with the investment capital of the respective entities and the shares of Common Stock purchased by EGS Partners were purchased with investment capital of the respective discre- tionary accounts under management of EGS Partners. The shares of Common Stock purchased by Messrs. Greenberg, Ketcher and Ehrman were purchased with person- al funds, trust funds, or the funds of immediate family members. The shares of Common Stock beneficially owned by EGS Associates, EGS Partners (excluding EGS Overseas), EGS Overseas, Bev Partners, and Jonas Partners are held in their respective commingled margin accounts, or in the case of EGS Partners, in margin and non-margin accounts held by each discre- tionary account under its management. Such margin accounts are maintained at Bear Stearns & Co. Inc., and may from time to time have debit balances. Non- margin accounts are maintained at Bankers Trust Company. Since other securi- ties are held in such margin accounts, it is not possible to determine the amounts, if any, of margin used with respect to the shares of Common Stock purchased. The shares owned by Mr. Greenberg are held in his IRA account and in margin accounts maintained at Goldman, Sachs & Co., or are beneficially owned by members of his immediate family. The shares owned by Mr. Ketcher are held in his various accounts maintained at First Boston Corporation. The shares owned by Mr. Ehrman are held in accounts maintained at Bishop Rosen Corporation or Bear Stearns and Co., Inc, or are beneficially owned by members of his immediate family. Currently, the interest rate charged on such various margin accounts is approximately 6.75% per annum. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) The approximate aggregate percentage of shares of Common Stock reported beneficially owned by each person herein is based on 4,794,025 shares outstanding, which is the total number of shares of Common Stock outstanding as of September 8, 1995, as reflected in the company"s report on Form 10-C filed with the Securities and Exchange Commission (the "Commission") on Septem- ber 18, 1995 (which is the most recent Form 10-C on file). As of the close of business on November 9, 1995: (i) EGS Associates owns beneficially 128,120 shares of Common Stock, constituting approximately 2.67% of the shares outstanding. (ii) EGS Partners owns directly no shares of Common Stock. By reason of the provisions of Rule 13D-3 of the Securities Exchange Act of 1934, as amended (the "Act"), EGS Partners may be deemed to own beneficially 340,659 shares (constituting approximately 7.11% of the shares outstanding), purchased for discretionary accounts managed by it, other than EGS Overseas, and 158,186 shares of Common Stock purchased for EGS Overseas (constituting approximately 2.13% of the shares outstanding), which, when aggregated, total 498,845 shares of Common Stock, constituting approximately 10.41% of the shares outstanding. (iii) Bev Partners owns beneficially 120,033 shares of Common Stock, constituting approximately 2.50% of the shares outstanding. (iv) Jonas Partners owns 19,739 shares of Common Stock, consti- tuting less than 1% of the shares outstanding. (v) Mr. Ehrman owns directly, and beneficially through ownership by members of his immediate family, 78,527 shares of Common Stock, constitut- ing approximately 1.64% of the shares outstanding. (vi) Mr. Greenberg owns directly, and beneficially through owner- ship by members of his immediate family, 6,804 shares of Common Stock, consti- tuting less than 1% of the shares outstanding. (vii) Mr. Ketcher owns directly 4,802 shares of Common Stock, constituting less than 1% of the shares outstanding. (viii) Mr. Gerstl own directly no shares of Common Stock. By reason of the provisions of Rule 13D-3 of the Act, each of the General Partners may be deemed to own the 128,120 shares beneficially owned by EGS Associates, the 498,845 shares beneficially owned by EGS Partners, the 120,033 shares beneficially owned by Bev Partners and the 19,739 shares bene- ficially owned by Jonas Partners. When the shares beneficially owned by EGS Associates, EGS Partners, Bev Partners, and Jonas Partners are aggregated, they total 766,737 shares of Common Stock, constituting approximately 15.99% of the shares outstanding. (viii) In the aggregate, the Reporting Persons beneficially own a total of 856,870 shares of Common Stock, constituting approximately 17.87% of the shares outstanding. (b) (i) Each of EGS Associates, EGS Partners (with respect to shares of EGS Overseas and other discretionary accounts), Bev Partners and Jonas Partners has the power to vote and to dispose of the shares of Common Stock beneficially owned by it, which power may be exercised by the General Partners. Each of EGS Overseas and the discretionary accounts is a party to an investment management agreement with EGS Partners pursuant to which EGS Partners has investment authority with respect to securities held in such account. (ii) Each Reporting Person that is an individual has the sole power to vote and dispose of the shares owned directly by him. Messrs. Ehrman and Greenberg have shared power to vote and dispose of shares owned by members of their immediate families. (c) The trading dates, number of shares of Common Stock pur- chased or sold and price per share for all transactions in the Common Stock from the 60th day prior to November 9, 1995 until November 9, 1995 by EGS Associates, EGS Partners (excluding EGS Overseas), Bev Partners, Jonas Part- ners, Mr. Greenberg, Mr. Ketcher and Mr. Ehrman are set forth in Schedules A, B, C, D, E, F, and G, respectively. All such transactions were effected in the over-the-counter market. During such period, EGS Overseas and Mr. Gerstl did not enter into any transactions in the Common Stock. (d) No person other than each respective record owner referred to herein of shares of Common Stock is known to have the right to receive or the power to direct the receipt of dividends from or the proceeds of sale of such shares of Common Stock. 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: 11/16/95 /s/ William Ehrman William Ehrman, individually and as general partner of each of EGS ASSO- CIATES, L.P., BEV PARTNERS, L.P. and JONAS PARTNERS, L.P. and as a member of EGS PARTNERS, L.L.C. /s/ Frederic Greenberg Frederic Greenberg, individually and as general partner of each of EGS ASSOCIATES, L.P., BEV PARTNERS, L.P. and JONAS PARTNERS, L.P. and as a member of EGS PARTNERS, L.L.C. /s/ Frederick Ketcher Frederick Ketcher, individually and as general partner of each of EGS ASSOCIATES, L.P., BEV PARTNERS, L.P. and JONAS PARTNERS, L.P. and as a member of EGS PARTNERS, L.L.C. /s/ Jonas Gerstl Jonas Gerstl, individually and as general partner of each of EGS ASSOCIATES, L.P., BEV PARTNERS, L.P. and JONAS PARTNERS, L.P. and as a member of EGS PARTNERS, L.L.C. Schedule A EGS Associates, L.P. Transactions in the Common Stock Price Per Share Date of Number of (including Transaction Shares Purchased/(Sold) Commissions, if any) 9/15/95 (112,031) 22.75 Schedule B EGS Partners, L.L.C. Transactions in the Common Stock Price Per Share Date of Number of (including Transaction Shares Purchased/(Sold) Commissions, if any) 9/11/95 10,000 22.00 9/12/95 15,000 22.25 9/15/95 (76,151) 22.75 9/21/95 2,000 23.75 9/21/95 1,000 24.25 9/25/95 4,500 23.45 10/9/95 900 22.18 10/10/95 1,000 21.88 10/19/95 1,000 22.32 10/19/95 4,300 21.38 10/20/95 1,200 22.32 10/23/95 300 22.32 10/25/95 700 22.82 10/26/95 2,000 22.04 10/27/95 2,800 22.50 10/30/95 2,500 22.47 10/31/95 17,844 21.63 10/31/95 1,500 22.24 11/3/95 1,500 22.57 11/6/95 500 22.32 11/7/95 1,000 22.32 11/8/95 800 22.57 11/9/95 3,000 21.49 Schedule C Bev Partners, L.P. Transactions in the Common Stock Price Per Share Date of Number of (excluding Transaction Shares Purchased/(Sold) Commissions, if any) 9/15/95 (104,960) 22.75 Schedule D Jonas Partners, L.P. Transactions in the Common Stock Price Per Share Date of Number of (excluding Transaction Shares Purchased/(Sold) Commissions, if any) 9/15/95 (17,261) 22.75 Schedule E Frederic Greenberg Transactions in the Common Stock Price Per Share Date of Number of (excluding Transaction Shares Purchased/(Sold) Commissions, if any) 9/15/95 (5,247) 22.75 9/15/95 (699)* 22.75 _________________________ * Shares held in an account for the benefit of Mr. Greenberg's wife. Schedule F Frederick Ketcher Transactions in the Common Stock Price Per Share Date of Number of (excluding Transaction Shares Purchased/(Sold) Commissions, if any) 9/15/95 (4,198) 22.75 Schedule G William Ehrman Transactions in the Common Stock Price Per Share Date of Number of (excluding Transaction Shares Purchased Commissions, if any) 9/15/95 (28,339) 22.75 9/15/95 (20,246)* 22.75 9/15/95 (16,188)** 22.75 9/20/95 500 24.51 9/25/95 400 23.75 9/29/95 500 21.75 10/6/95 400 22.25 10/10/95 500** 22.00 10/10/95 300 21.75 10/11/95 300* 21.75 10/23/95 300* 21.75 11/1/95 500** 22.50 11/6/95 200** 22.50 11/7/95 300** 22.25 11/9/95 250** 22.75 _________________________ * Shares held in an account for the benefit of Mr. Ehrman's wife. ** Shares held in an account for the benefit of Mr. Ehrman's daughter. -----END PRIVACY-ENHANCED MESSAGE-----