AEP INDUSTRIES INC. (NASDAQ:AEPI) Files An 8-K Other Events

AEP INDUSTRIES INC. (NASDAQ:AEPI) Files An 8-K Other Events

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Item8.01.

Other Events.

On December15, 2016, AEP Industries Inc., a Delaware corporation
(AEP), filed with the Securities and Exchange Commission (the
SEC) a proxy statement/prospectus (the Proxy
Statement/Prospectus) with respect to a special meeting of AEPs
stockholders scheduled to be held on January18, 2017 to, among
other things, vote on the approval of the mergers (the mergers)
with Berry Plastics Group, Inc., a Delaware corporation (Berry)
and related entities.

Important information concerning the proposed mergers is set
forth in the Proxy Statement/Prospectus. The Proxy
Statement/Prospectus is amended and supplemented by the
information set forth in this Current Report on Form 8-K, and
this Current Report on Form 8-K should be read as part of, and in
conjunction with, Proxy Statement/Prospectus. Capitalized terms
used in this Current Report on Form 8-K but not otherwise defined
herein have the meanings ascribed to those terms in the Proxy
Statement/Prospectus.

As previously disclosed in the Proxy Statement/Prospectus, AEPs
executive officers may have interests in the mergers that are in
addition to or different from those of AEP stockholders
generally, including certain rights with respect to unvested
equity awards.

Since the filing of the Proxy Statement/Prospectus, AEP
discovered it had made an inadvertent error on the grant date,
January7, 2016, in calculating and reporting the number of
performance units granted to its executive officers by its
Compensation Committee on January7, 2016. The Proxy
Statement/Prospectus and prior AEP periodic reports filed with
the SEC in fiscal 2016 disclosed 40,257 performance units were
granted in the aggregate as of such date when in fact the correct
number is 43,571 performance units granted in aggregate. The
supplemental information set forth below, including the updated
charts to the Proxy Statement/Prospectus, reflects the 43,571
performance units granted in aggregate, as well as updated grants
for each applicable AEP executive officer, on January7, 2016 and
a general update to the Proxy Statement/Prospectus.

AEP believes the additional information provided below is not
material to AEP stockholders but is providing the supplemental
disclosures to correct the error. Nothing in this Current Report
on Form 8-K shall be deemed an admission of the legal necessity
or materiality under applicable laws of any of the supplemental
disclosures set forth herein.

If you have any questions about any of the matters to be voted on
at AEPs special meeting, the Proxy Statement/Prospectus or this
Current Report on Form 8-K, would like additional copies of the
Proxy Statement/Prospectus or need to obtain proxy cards or other
information related to the proxy solicitation, you may contact
Georgeson Inc., AEPs proxy solicitor, at the address and
telephone numbers listed below. You will not be charged for any
of these documents that you request.


Georgeson Inc.


1290 Avenue of the Americas, 9th Floor


New York, New York 10104


Call Toll Free: (800)561-3947

Instructions for voting your shares at the special meeting of
stockholders on January18, 2017 are included with the Proxy
Statement/Prospectus. If you have previously voted your shares
and do not wish to change your vote, you do not need to take any
further action. If you have previously voted your shares, voting
again will supersede your previous vote, regardless of how you
previously voted (i.e., by telephone, internet or mail).


SUPPLEMENTAL DISCLOSURES

These supplemental disclosures to the Proxy Statement/Prospectus
should be read in conjunction with the Proxy
Statement/Prospectus, which should be read in its entirety.
Except as specifically provided in this Current Report on Form
8-K, the information provided in the Proxy Statement/Prospectus
continues to apply. To the extent that information in this
Current Report on Form 8-K differs from or updates information
contained in the Proxy Statement/Prospectus, the information in
this Current Report on Form 8-K is more current.


2


QUESTIONS AND ANSWERS ABOUT THE MERGERS AND THE SPECIAL
MEETING

The following disclosure amends and supplements the
disclosure on page 7 of the Proxy Statement/Prospectus by
removing the first sentence of the answer under the question Do
any of AEPs directors or executive officers have interests in the
mergers that are in addition to or may differ from those of AEP
stockholders? in its entirety and replacing it with the
following:

AEPs executive officers and directors may have interests in the
mergers that are in addition to or different from those of AEP
stockholders generally, including certain rights with respect to
unvested equity awards and severance benefits the aggregate value
of which is approximately $29.13 million (based on an assumed
effective date of the mergers and qualifying termination of
employment on November30, 2016 and a per share value of $110.69
which is the average closing price of AEP common stock over the
first five (5)business days following the public announcement of
the mergers).


SUMMARY

The following disclosure amends and supplements the
disclosure on page 16 of the Proxy Statement/Prospectus by
removing the first bulleted paragraph under the heading Interests
of Certain Directors and Executive Officers of AEP in the Mergers
(page 54) in its entirety and replacing it with the
following:

Acceleration of Vesting of Equity Awards. AEPs
executive officers and directors have previously been granted
equity awards under AEPs equity incentive plans. These equity
awards will generally vest and become payable in connection
with the mergers. The aggregate value of the unvested equity
awards held by AEPs nine executive officers and five
directors is approximately $14.68 million, assuming the
effective date of the mergers is on November30, 2016 with a
per share value of $110.69 (the average closing price of AEP
common stock over the first five (5)business days following
the public announcement of the mergers).


THE MERGERS

The following disclosure amends and supplements the
disclosure on page 56 of the Proxy Statement/Prospectus by
removing the table (but not its footnote) of performance units
for the executive officers in its entirety and replacing it with
the following:

Executive Officers


Name


Performance Units(1)

Number(#)

Value ($)


J. Brendan Barba

88,101 9,751,900


Paul Feeney

11,433 1,265,519


John Powers

10,194 1,128,374


Paul Vegliante

2,448 270,969


Linda Guerrera

4,561 504,857


David Cron

2,928 324,100


Robert Cron

2,184 241,747


Lawrence R. Noll

2,500 276,725


James B. Rafferty

2,500 276,725


3

The following disclosure amends and supplements the
disclosure on the bottom of page 58 of the Proxy
Statement/Prospectus by removing the table (but not its
footnotes) titled Golden Parachute Compensation AEP Named
Executive Officers in its entirety and replacing it with the
following
:


Name


Cash ($)(1)

Equity($)(2)

Pension/ NQDC($)

Perquisites/ Benefits($)(3)

Tax Reimbursement($)

Other($)

Total ($)


J. Brendan Barba

5,060,269 9,751,900 20,736 14,832,905


Paul M. Feeney

2,252,670 1,265,519 20,705 3,538,894


John J. Powers

1,852,175 1,128,374 29,240 3,009,789


Paul C. Vegliante

1,340,825 270,969 29,240 1,641,034


Linda N. Guerrera

906,100 504,857 29,469 1,440,426

The following disclosure amends and supplements the
disclosure on the bottom of page 59 of the Proxy
Statement/Prospectus by removing the table (but not its
footnotes) titled Golden Parachute Compensation AEP Other
Executive Officers in its entirety and replacing it with the
following
:


Name


Cash ($)(1)

Equity($)(2)

Pension/ NQDC($)

Perquisites/ Benefits($)(3)

Tax Reimbursement($)

Other($)

Total ($)


David Cron

1,408,129 324,100 28,865 1,761,094


Robert Cron

955,252 241,747 20,736 1,217,735


Lawrence R. Noll

290,649 276,725 567,374


James B. Rafferty

209,374 276,725 486,099


4

The following disclosure amends and supplements the
disclosure on page 61 of the Proxy Statement/Prospectus by adding
the following sentence at the end of the second paragraph under
the heading Narrative to Golden Parachute Compensation
Tables
:

A portion of the executive officers cash severance may be
allocated to his or her non-competition restrictive covenant for
purposes of Section280G of the Code, with such allocated portion
not to exceed the value of such restrictive covenant as
determined by an independent third party valuation.

FORWARD-LOOKING INFORMATION

This Current Report on Form 8-K includes forward-looking
statements within the meaning of Section27A of the Securities Act
of 1933 (as amended, and together with the rules and regulations
thereunder, the Securities Act) and Section21E of the Securities
Exchange Act of 1934, as amended, with respect to our financial
condition, results of operations and business and our
expectations or beliefs concerning future events. All statements
regarding Berrys, AEPs or their respective subsidiaries expected
future financial position, results of operations, cash flows,
funds from operations, dividends and dividend plans, financing
plans, business strategy, budgets, projected costs, operating
metrics, capital expenditures, competitive positions,
acquisitions, investment opportunities, merger integration,
growth opportunities, dispositions, expected lease income, plans
and objectives of management for future operations and statements
that include words such as anticipate, if, believe, plan,
estimate, expect, intend, may, could, should, would, will, seeks,
approximately, outlook, looking forward and other similar
expressions or the negative form of the same are forward-looking
statements. Forward-looking statements by their nature address
matters that are, to different degrees, uncertain, such as
statements about the potential timing or consummation of the
proposed transaction or the anticipated benefits thereof,
including, without limitation, future financial and operating
results. Berry and AEP caution readers that these and other
forward-looking statements are not guarantees of future results
and are subject to risks, uncertainties and assumptions that
could cause actual results to differ materially from those
expressed in any forward-looking statements. Important risk
factors that may cause such a difference include, but are not
limited to, risks and uncertainties related to (i)the ability to
obtain the approval of AEPs stockholders; (ii)the risk that the
conditions to closing of the mergers may not be satisfied;
(iii)the ability of Berry to integrate the acquired business
successfully and to achieve anticipated cost savings and other
synergies; (iv)the possibility that other anticipated benefits of
the proposed transaction will not be realized, including without
limitation, anticipated revenues, expenses, earnings and other
financial results, and growth and expansion of the new combined
companys operations, and the anticipated tax treatment;
(v)potential litigation relating to the proposed transaction that
could be instituted against Berry, AEP or their respective
directors; (vi)possible disruptions from the proposed transaction
that could harm Berrys or AEPs business, including current plans
and operations; (vii)potential adverse reactions or changes to
relationships with clients, employees, suppliers or other parties
resulting from the announcement or completion of the mergers;
(viii)changes in prices and availability of resin and other raw
materials and our ability to pass on changes in raw material
prices on a timely basis; (ix)continued availability of capital
and financing and rating agency actions; (x)legislative,
regulatory and economic developments; (xi)catastrophic loss of
one of our key manufacturing facilities, natural disasters and
other unplanned business interruptions; and (xii)managements
response to any of the aforementioned factors. These risks, as
well as other risks associated with the proposed transaction, are
more fully discussed in a registration statement on Form S-4
(File No.333-213803) (the Proxy Statement/Prospectus), as well as
other factors described AEPs Annual Report on Form 10-K for the
fiscal year ended October31, 2015, AEPs subsequent Quarterly
Reports on Form 10-Q, AEPs Current Reports on Form 8-K and Berrys
Annual Report on Form 10-K for the fiscal year ended October1,
2016, in each case, as filed with the SEC. The list of factors
presented here is, and the list of factors presented in the Proxy
Statement/Prospectus should not be considered to be a complete
statement of all potential risks and uncertainties. Unlisted
factors may present significant additional obstacles or
impediments to the realization of forward-looking statements.
Consequences of material differences in results as compared with
those anticipated in the forward-looking statements could
include, among other things, business disruption, operational
problems, financial loss, legal liability to third parties and
similar risks, any of which could have a material adverse effect
on Berrys or AEPs consolidated financial condition, results of
operations, credit rating or liquidity. Neither Berry nor AEP
assumes any obligation to provide revisions or updates to any
forward-looking statements, whether as a result of new
information, future developments or otherwise, should
circumstances change, except as otherwise required by securities
and other applicable laws.


5


About AEP INDUSTRIES INC. (NASDAQ:AEPI)

AEP Industries Inc. is a manufacturer of plastic packaging films in North America. The Company is engaged in the production, manufacture and distribution of polyethylene and polyvinyl chloride flexible plastic packaging products for the food/beverage, industrial and agricultural markets. The Company’s plastic packaging films are used in the packaging, transportation, beverage, food, automotive, pharmaceutical, chemical, electronics, and construction, agriculture and textile industries. The Company’s products include custom films, stretch (pallet) wrap, food contact, PROformance films, canliners, printed and converted films, and other products and specialty films. It manufactures plastic films, principally from resins blended with other raw materials, which it either sells or further processes by printing, laminating, slitting or converting. It manufactures both industrial grade products and specialty products. The Company operates in the United States and Canada.

AEP INDUSTRIES INC. (NASDAQ:AEPI) Recent Trading Information

AEP INDUSTRIES INC. (NASDAQ:AEPI) closed its last trading session up +0.35 at 118.35 with 54,524 shares trading hands.

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