0001144204-11-030202.txt : 20110516 0001144204-11-030202.hdr.sgml : 20110516 20110516170414 ACCESSION NUMBER: 0001144204-11-030202 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20110516 DATE AS OF CHANGE: 20110516 GROUP MEMBERS: JONATHAN BROOKS GROUP MEMBERS: SMITHWOOD ADVISERS, L.P. GROUP MEMBERS: SMITHWOOD GENERAL PARTNER, LLC GROUP MEMBERS: SMITHWOOD PARTNERS, LLC 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: 11848223 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: JMB Capital Partners Master Fund L.P. CENTRAL INDEX KEY: 0001408898 IRS NUMBER: 980543101 STATE OF INCORPORATION: CA FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1999 AVENUE OF THE STARS STREET 2: SUITE 2040 CITY: LOS ANGELES STATE: CA ZIP: 90067 BUSINESS PHONE: 310-286-2929 MAIL ADDRESS: STREET 1: 1999 AVENUE OF THE STARS STREET 2: SUITE 2040 CITY: LOS ANGELES STATE: CA ZIP: 90067 SC 13D/A 1 v223031_sc13da.htm Unassociated Document

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 
SCHEDULE 13D
 
(Rule 13d-101)
Information to be included in statements filed pursuant to
13D-1(A) and amendments thereto filed pursuant to 13D-2(A)
(Amendment No. 1*)
 
AEP Industries Inc.
_____________________________________________________
(Name of Issuer)
 
Common Stock, $0.01 par value per share
_____________________________________________________
(Title of Class of Securities)
 
001031103
_____________________________________________________
(CUSIP Number)
 
Jonathan Brooks
Smithwood Advisers, L.P.
1999 Avenue of the Stars, Suite 2040
Los Angeles, CA  90067
(310) 286-2929
_____________________________________________________
(Name, Address and Telephone Number of Person
 
Authorized to Receive Notices and Communications)
 

 
May 16, 2011
_____________________________________________________
(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
 
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §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).
 
 
 
 
CUSIP No.  001031103
13D
Page 2 of 9 Pages
 
1.
Name of Reporting Persons
 
JMB Capital Partners Master Fund, L.P.
2.
Check the Appropriate Box if a Member of a Group (see instructions)
 
  
 
(a)
¨
 
(b)
ý
3.
SEC USE ONLY
 
 
4.
Source of Funds (see instructions)
 
N/A
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
 
 
¨
6.
Citizenship or Place of Organization
 
Cayman Islands
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7.
Sole Voting Power
 
0
8.
Shared Voting Power
 
613,797
9.
Sole Dispositive Power
 
0
10.
Shared Dispositive Power
 
613,797
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
613,797
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)
 
 
¨
13.
Percent of Class Represented by Amount in Row 11
 
10.00%
14.
Type of Reporting Person (see instructions)
 
PN
 
 
 
 
 
 
 
CUSIP No.  001031103
13D
Page 3 of 9 Pages
 
1.
Name of Reporting Persons
 
Smithwood Partners, LLC
2.
Check the Appropriate Box if a Member of a Group (see instructions)
 
  
 
(a)
¨
 
(b)
ý
3.
SEC USE ONLY
 
 
4.
Source of Funds (see instructions)
 
N/A
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
 
 
¨
6.
Citizenship or Place of Organization
 
California
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7.
Sole Voting Power
 
0
8.
Shared Voting Power
 
613,797
9.
Sole Dispositive Power
 
0
10.
Shared Dispositive Power
 
613,797
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
613,797
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)
 
 
¨
13.
Percent of Class Represented by Amount in Row 11
 
10.00%
14.
Type of Reporting Person (see instructions)
 
OO
 
 
 
 
 
CUSIP No.  001031103
13D
Page 4 of 9 Pages
 
1.
Name of Reporting Persons
 
Smithwood Advisers, L.P.
2.
Check the Appropriate Box if a Member of a Group (see instructions)
 
  
 
(a)
¨
 
(b)
ý
3.
SEC USE ONLY
 
 
4.
Source of Funds (see instructions)
 
N/A
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
 
 
¨
6.
Citizenship or Place of Organization
 
California
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7.
Sole Voting Power
 
0
8.
Shared Voting Power
 
613,797
9.
Sole Dispositive Power
 
0
10.
Shared Dispositive Power
 
613,797
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
613,797
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)
 
 
¨
13.
Percent of Class Represented by Amount in Row 11
 
10.00%
14.
Type of Reporting Person (see instructions)
 
PN

 
 
 
 
CUSIP No.  001031103
13D
Page 5 of 9 Pages
 
1.
Name of Reporting Persons
 
Smithwood General Partner, LLC
2.
Check the Appropriate Box if a Member of a Group (see instructions)
 
  
 
(a)
¨
 
(b)
ý
3.
SEC USE ONLY
 
 
4.
Source of Funds (see instructions)
 
N/A
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
 
 
¨
6.
Citizenship or Place of Organization
 
California
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7.
Sole Voting Power
 
0
8.
Shared Voting Power
 
613,797
9.
Sole Dispositive Power
 
0
10.
Shared Dispositive Power
 
613,797
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
613,797
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)
 
 
¨
13.
Percent of Class Represented by Amount in Row 11
 
10.00%
14.
Type of Reporting Person (see instructions)
 
OO

 
 
 
 
CUSIP No.  001031103
13D
Page 6 of 9 Pages
 
1.
Name of Reporting Persons
 
Jonathan Brooks
2.
Check the Appropriate Box if a Member of a Group (see instructions)
 
  
 
(a)
¨
 
(b)
ý
3.
SEC USE ONLY
 
 
4.
Source of Funds (see instructions)
 
N/A
5.
Check 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
Shares
Beneficially
Owned by
Each
Reporting
Person With
7.
Sole Voting Power
 
0
8.
Shared Voting Power
 
613,797
9.
Sole Dispositive Power
 
0
10.
Shared Dispositive Power
 
613,797
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
613,797
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)
 
 
¨
13.
Percent of Class Represented by Amount in Row 11
 
10.00%
14.
Type of Reporting Person (see instructions)
 
IN

 
 
 
 
CUSIP No.  001031103
13D
Page 7 of 9 Pages
 
 
This Amendment No. 1 to a Schedule 13D filed with the Securities and Exchange Commission on September 1, 2010 (as so amended, the “Schedule 13D”), is being filed to supplement and restate the Purpose of the Transaction, so that Item 4 is hereby amended and restated in its entirety, as below:
 

 
Item 4. 
Purpose of the Transaction.
 
Item 4.            Purpose of the Transaction.
 
 
The Reporting Persons originally acquired the Shares because they believed that the Shares, when purchased, were undervalued and represented an attractive investment opportunity.
 
The Reporting Persons intend to continue to review the Master Fund's investment in the Company on an ongoing basis and may engage in discussions with Company’s management, its Board of Directors, other stockholders of the Company and other relevant parties, concerning the business, operations, governance, management, and future plans of the Company. Depending on various factors, including, without limitation, the Company's financial position and strategic direction, price levels of the Common Stock, other investment opportunities available to the Reporting Persons, conditions in the securities market and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to the Master Fund's investment in the Company as the Reporting Persons deem appropriate, including, without limitation, purchasing additional shares of Common Stock, selling some or all of the Shares, engaging in short selling or any hedging or similar transactions with respect to the Shares, or otherwise changing their intention with respect to any and all matters referred to in this Item 4.  The Reporting Persons have reviewed Amendment No. 5 to Schedule 13D dated May 12, 2011 filed by KSA Capital Management, LLC.  The Reporting Persons continue to believe the Shares are undervalued and would support efforts by the Company’s Board of Directors to maximize shareholder value, including through a going private transaction.  The Reporting Persons would also consider selling all or a portion of the Shares to a third party who sought to maximize shareholder value.
 
Accordingly, while the Reporting Persons do not have any specific plans or proposals that would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D, the Reporting Persons may from time to time consider pursuing or proposing to the Company or third parties any or all of such transactions.
 
 
 
 
 
CUSIP No.  001031103
13D
Page 8 of 9 Pages
 
Dated:  May 16, 2011
 
     
JMB Capital Partners Master Fund, L.P.
By: Smithwood Partners, LLC, its General Partner
  
         
         
 
     By:
/s/ Jonathan Brooks 
  
 
      
Jonathan Brooks, Managing Member
  
 
     
Smithwood Partners, LLC
  
         
         
 
     By:
/s/ Jonathan Brooks 
  
 
      
Jonathan Brooks, Managing Member
  
 
     
Smithwood Advisers, L.P.
By:  Smithwood General Partner, LLC, its General Partner
         
         
 
     By:
/s/ Jonathan Brooks 
  
 
      
Jonathan Brooks, Managing Member
  
 
     
Smithwood General Partner, LLC
  
         
         
 
     By:
/s/ Jonathan Brooks 
  
 
      
Jonathan Brooks, Managing Member
  
           
           
           
      /s/ Jonathan Brooks  
     
Jonathan Brooks
  

 
Attention:   Intentional misstatements or omissions of fact
constitute Federal criminal violations (See 18 U.S.C. 1001)
 
 
 
 
 
CUSIP No.  001031103
13D
Page 9 of 9 Pages
 
Exhibit No. 1

JOINT FILING AGREEMENT

The undersigned hereby consent to the joint filing by any of them of a Statement on Schedule 13D and any amendments thereto, whether heretofore or hereafter filed, relating to the securities of AEP Industries Inc. and hereby affirms that this Schedule 13D is being filed on behalf of each of the undersigned.

Dated: May 16, 2011
 
     
JMB Capital Partners Master Fund, L.P.
By: Smithwood Partners, LLC, its General Partner
  
         
         
 
     By:
/s/ Jonathan Brooks 
  
 
      
Jonathan Brooks, Managing Member
  
 
     
Smithwood Partners, LLC
  
         
         
 
     By:
/s/ Jonathan Brooks 
  
 
      
Jonathan Brooks, Managing Member
  
 
     
Smithwood Advisers, L.P.
By:  Smithwood General Partner, LLC, its General Partner
         
         
 
     By:
/s/ Jonathan Brooks 
  
 
      
Jonathan Brooks, Managing Member
  
 
     
Smithwood General Partner, LLC
  
         
         
 
     By:
/s/ Jonathan Brooks 
  
 
      
Jonathan Brooks, Managing Member
  
           
           
           
      /s/ Jonathan Brooks  
     
Jonathan Brooks