News

Archive for March, 2005

AEP INDUSTRIES INC. ANNOUNCES COMPLETION OF THE TENDER OFFER AND CONSENT SOLICITATION FOR ANY AND ALL OF ITS 9.875% SENIOR SUBORDINATED NOTES DUE 2007

Friday, March 18th, 2005

Contact: Paul Feeney
Executive Vice President
and Chief Financial Officer
AEP Industries
(201) 807-2330
feeneyp@aepinc.com

SOUTH HACKENSACK, N.J., March 18, 2005 — AEP Industries Inc. (Nasdaq: AEPI) (the “Company”) announced today the closing of its previously announced tender offer and consent solicitation as described in its Offer to Purchase and Consent Solicitation Statement dated February 17, 2005 for any and all of the $200,000,000 aggregate principal amount of outstanding 9.875% Senior Subordinated Notes due 2007 (the “Notes”) (CUSIP No. 001031 AC7). The tender offer and consent solicitation expired at 12:00 midnight , New York City Time on March 17, 2005.

As of 12:00 midnight , New York City Time on March 17, 2005 , the Company received tenders for $166,867,000 aggregate principal amount of Notes, representing approximately 83.4% of the outstanding Notes.   In connection with the consent solicitation, the Company executed a supplemental indenture that eliminated substantially all of the restrictive covenants and certain event of default provisions from the indenture governing the Notes.   Merrill Lynch & Co. acted as the exclusive dealer manager and consent solicitation agent for the tender offer and consent solicitation.   On March 18, 2005 , the Company issued a notice to redeem the remaining $33,133,000 aggregate principal amount of Notes that were not tendered in the tender offer, pursuant to the terms of the indenture governing the Notes.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy in any state in which such offer or solicitation would be unlawful prior to registration or qualification under the securities laws of any such state.

This press release shall not constitute an offer to purchase or the solicitation of an offer to sell or a solicitation of consents with respect to the Notes. The tender offers and consent solicitations may only be made in accordance with the terms of and subject to the conditions specified in the Offers to Purchase and Consent Solicitation Statements, dated February 17, 2005, and the related Letter of Transmittal and Consent, which more fully set forth the terms and conditions of the tender offers and consent solicitations.

AEP Industries Inc. manufactures, markets, and distributes an extensive range of plastic packaging products for the food/beverage, industrial and agricultural markets. The Company has operations in eight countries throughout North America, Europe and Australasia .

Except for historical information contained herein, statements in the release are forward-looking statements that are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve known and unknown risks and uncertainties, which may cause the Company’s actual results in future periods to differ materially from forecasted results. Those risks include, but are not limited to, risks associated with availability of raw materials, pricing, volume, cash flow guidance, potential technological changes, fluctuations in exchange rates and conditions of markets. Those and other risks are described in the Company’s filings with the Securities and Exchange Commission (SEC) over the last 12 months, copies of which are available from the SEC or may be obtained from the Company.

AEP INDUSTRIES INC. ANNOUNCES PRICING OF SENIOR NOTES OFFERING

Thursday, March 10th, 2005

Contact: Paul Feeney
Executive Vice President
and Chief Financial Officer
AEP Industries
(201) 807-2330
feeneyp@aepinc.com

South Hackensack, NJ, March 10, 2005 – AEP Industries Inc. (Nasdaq: AEPI; the “Company”) announced today that it has priced an offering of $175.0 million aggregate principal amount of 7.875% senior notes due 2013 in a private placement pursuant to Rule 144A and Regulation S of the Securities Act of 1933.

The net proceeds received by the Company from the offering of senior notes, along with borrowings under the Company’s existing revolving credit facility, will be used to repurchase all of the $200 million aggregate principal amount outstanding of the Company’s 9.875% senior subordinated notes due 2007 and to pay any related fees and expenses.

The senior note offering is expected to close on or about March 18, 2005.

The senior notes anticipated to be offered and sold will not be registered under the Securities Act
of 1933 or any state securities laws and may not be offered or sold in the United States absent registration under, or an applicable exemption from, the registration requirements of the Securities Act of 1933 and applicable state securities laws.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the senior notes in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under applicable securities laws, or absent the availability of an exemption from such registration or qualification requirements.

AEP Industries Inc. manufactures, markets, and distributes an extensive range of plastic packaging products for the food/beverage, industrial and agricultural markets. The Company has operations in eight countries throughout North America, Europe and Australasia.

Except for historical information contained herein, statements in the release are forward-looking statements that are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve known and unknown risks and uncertainties, which may cause the Company’s actual results in future periods to differ materially from forecasted results. Those risks include, but are not limited to, risks associated with availability of raw materials, pricing, volume, cash flow guidance, potential technological changes, fluctuations in exchange rates and conditions of markets. Those and other risks are described in the Company’s filings with the Securities and Exchange Commission (SEC) over the last 12 months, copies of which are available from the SEC or may be obtained from the Company.

AEP INDUSTRIES INC. REPORTS FISCAL 2005 FIRST QUARTER RESULTS

Wednesday, March 9th, 2005

Contact: Paul Feeney
Executive Vice President
and Chief Financial Officer
AEP Industries
(201) 807-2330
feeneyp@aepinc.com

South Hackensack, NJ, March 9, 2005 – AEP Industries Inc. (Nasdaq: AEPI, the “Company”) today reported financial results for its fiscal first quarter ended January 31, 2005.

Net sales increased 22.3% in the first quarter of fiscal 2005 to $217,389,000 compared with $177,742,000 in the first quarter of fiscal 2004. The worldwide net sales includes $5,283,000 of positive impact of foreign exchange and other increases of $34,364,000 or 19.3% in the first quarter of fiscal 2005 as compared to the same period in fiscal 2004. The other increases in net sales were due to a 11.4% increase in unit prices combined with a 7.1% increase in sales volume during the first quarter of fiscal 2005 as compared to the same period in fiscal 2004. These increases came primarily from the Company’s U.S. operations, which increased its sales volume by 10.4% during the first quarter of fiscal 2005 as compared to the same period in fiscal 2004 and at the same time was able to pass on to customers the higher raw materials costs (primarily resin) in the period, which increased the per unit selling prices in the first quarter of fiscal 2005.

Gross profit for the first quarter of fiscal 2005 increased $2,214,000 to $32,925,000 as compared to $30,711,000 in the same quarter of the prior year. The improvement in gross profit for the first quarter of fiscal 2005 was largely due to the 7.1% increase in unit sales volume in the current period and the positive impact of foreign exchange of $663,000 during the first quarter of fiscal 2005. Gross profit per unit sold in the first quarter of fiscal 2005 was consistent with the first quarter of fiscal 2004 in despite of increased resin costs during the current period.

Operating expenses in the first quarter of fiscal 2005 increased $2,570,000 compared to the same period in fiscal 2004. The increase in operating expenses includes $603,000 of negative impact of foreign exchange, increased delivery costs of $588,000 caused by a combination of volume increases, regulation changes and gasoline price increases. In addition general and administrative expenses increased $1,644,000 during the first quarter of fiscal 2005 as compared to the same period in fiscal 2004 primarily due to increased legal and advisory expenses combined with costs related to the implementation of Sarbanes-Oxley.

Operating income from continuing operations declined slightly to $6,629,000 in the first quarter of fiscal 2005 compared with $6,840,000 in the first quarter of fiscal 2004. This decline is primarily the result of the previously mentioned increased operating expenses offset by improved sales volume.

For the first quarter of fiscal 2005 the Company reported a loss from continuing operations of $1,420,000 or $0.17 per diluted share, compared with a loss from continuing operations of $743,000 or $0.09 per diluted share in the first quarter of fiscal 2004.

In the first quarter of fiscal 2005, the Company approved a plan to dispose of its French subsidiary, which was completed on February 10, 2005, and its Termofilm subsidiary in Italy. As a result, these subsidiaries are accounted for as discontinued operations. Discontinued operations also include our Spanish operation which was discontinued in fiscal 2004. For the first quarter of fiscal 2005, the Company had a loss from discontinued operations of $5,077,000 or $0.60 per diluted share, which primarily consisted of non-cash charges relating to the estimated losses on disposal of the subsidiaries of $2.2 million and the write off of accumulated foreign currency losses of $2.5 million. In the first quarter of fiscal 2004, the Company had a loss from discontinued operations of $63,000 or $0.01 per diluted share.

The net loss for the first quarter of fiscal 2005 was $6,497,000 or $0.77 per diluted share, compared with a net loss of $806,000 or $0.10 per diluted share in the first quarter of fiscal 2004.

“We are very pleased to report the continued improvement in gross profits and are committed to reducing operating expenses in future periods. What is noteworthy is that many of the expenses related to legal and advisory services and the initial implementation costs related to Sarbanes-Oxley are significant expenditures that should not recur after this year,” stated Brendan Barba, Chairman and Chief Executive Officer of the Company.

“Although there continues to be excess production capacity available to meet the needs of virtually all flexible packaging markets, we continue to strive to maintain our ability to pass increased resin costs through to our customers. Maintaining our position as the low cost producer in all of our major markets continues to be the cornerstone of our strategy. We will continue to make decisions consistent with that strategy,” concluded Mr. Barba.

The Company invites all interested parties to listen to its first quarter conference call live over the Internet at www.aepinc.com on Thursday, March 10, 2004, at 10:00 a.m. EDT. An archived version of the call will be made available after the call is concluded.

AEP Industries Inc. manufactures, markets, and distributes an extensive range of plastic packaging products for the food/beverage, industrial and agricultural markets. The Company has operations in eight countries throughout North America, Europe and Australasia.

Except for historical information contained herein, statements in the release are forward-looking statements that are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve known and unknown risks and uncertainties, which may cause the Company’s actual results in future periods to differ materially from forecasted results. Those risks include, but are not limited to, risks associated with availability of raw materials, pricing, volume, cash flow guidance, potential technological changes, fluctuations in exchange rates and conditions of markets. Those and other risks are described in the Company’s filings with the Securities and Exchange Commission (SEC) over the last 12 months, copies of which are available from the SEC or may be obtained from the Company.

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AEP INDUSTRIES INC. ANNOUNCES RECEIPT OF REQUISITE CONSENTS IN ITS TENDER OFFER AND CONSENT SOLICITATION FOR ITS 9.875% SENIOR SUBORDINATED NOTES DUE 2007

Friday, March 4th, 2005

Contact: Paul Feeney
Executive Vice President
and Chief Financial Officer
AEP Industries
(201) 807-2330
feeneyp@aepinc.com

SOUTH HACKENSACK, N.J., March 4, 2005 — AEP Industries Inc. (Nasdaq: AEPI) (the “Company”) announced today that, in connection with its offer to purchase for cash any and all of its 9.875% Senior Subordinated Notes due 2007 (the “Notes”), the Company has received the requisite consents to eliminate substantially all of the restrictive covenants and certain events of default contained in the indenture governing the Notes, as detailed in the Offer to Purchase and Consent Solicitation Statement dated February 17, 2005.

As of 12:00 midnight on March 3, 2005, the Company had received tenders of Notes and deliveries of related consents from holders of $166,818,000 principal amount of Notes representing approximately 83.4% of the outstanding Notes. As a result of obtaining the requisite consents, the Company will execute a supplemental indenture adopting the proposed amendments. The supplemental indenture will provide that the amendments to the indenture will become operative only upon the Company’s acceptance for purchase of the Notes tendered and not validly withdrawn. As the Withdrawal Deadline of 12:00 midnight, New York City time on March 3, 2005, has passed, Notes tendered may no longer be withdrawn and consents delivered may no longer be revoked.

The tender offer commenced on February 17, 2005 and will expire at 12:00 midnight, New York City time, on March 17, 2005, unless extended or earlier terminated. Closing of the tender offer is subject to the satisfaction of certain conditions, including: (i) the Company entering into financing arrangements satisfactory to it with respect to the financing necessary to complete the tender offer and the consent solicitation and (ii) certain other customary conditions.

The Company has engaged Merrill Lynch & Co. to act as the exclusive dealer manager and consent solicitation agent for the tender offer and the consent solicitation. Questions regarding the tender offer and the consent solicitation may be directed to Merrill Lynch & Co. at (212) 449-4914 (call collect) or (888) ML4-TNDR (toll-free). The terms and conditions of the tender offer and the consent solicitation are described in the Offer to Purchase and Consent Solicitation Statement dated February 17, 2005.

Any questions or requests for assistance or for copies of documents may be directed to D.F. King & Co., Inc., the Information Agent for the tender offer and the consent solicitation, at (212) 269-5500 or (800) 714-3313 (toll-free). The Depositary for the tender offer and the consent solicitation is The Bank of New York, which can be reached at (212) 815-2923.

This press release is for informational purposes only and is not an offer to purchase or a solicitation of acceptance of the offer to purchase with respect to any Notes. That offer or solicitation may be made only pursuant to the terms of the Offer to Purchase and Consent Solicitation Statement dated February 17, 2005 and related Letter of Transmittal and Consent.

AEP Industries Inc. manufactures, markets, and distributes an extensive range of plastic packaging products for the food/beverage, industrial and agricultural markets. The Company has operations in eight countries throughout North America, Europe and Australasia.

Except for historical information contained herein, statements in the release are forward-looking statements that are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve known and unknown risks and uncertainties, which may cause the Company’s actual results in future periods to differ materially from forecasted results. Those risks include, but are not limited to, risks associated with availability of raw materials, pricing, volume, cash flow guidance, potential technological changes, fluctuations in exchange rates and conditions of markets. Those and other risks are described in the Company’s filings with the Securities and Exchange Commission (SEC) over the last 12 months, copies of which are available from the SEC or may be obtained from the Company.