On October 30, 2008, AEP Industries Inc. ("AEP" or the "Company") acquired substantially all of the assets of the stretch films, custom films and institutional products divisions of Atlantis Plastics, Inc. (collectively "Atlantis Plastics Films"). In connection therewith, the Company filed a Current Report on Form 8-K, dated November 5, 2008 (the "Form 8-K"). The information previously reported in the Form 8-K is hereby incorporated by reference into this Amendment No. 1, except to the extent modified or updated by this Amendment No. 1.

This Amendment No. 1 is being filed solely to provide the required historical financial information of Atlantis Plastics Films and the required pro forma financial information of the combined entity, each as required by Item 9.01 of Form 8-K and included as exhibits thereto.

(a) Financial Statements of Businesses Acquired

Attached as Exhibit 99.1 hereto and incorporated by reference herein are the audited combined financial statements of Atlantis Plastics Films along with the Report of Independent Auditors as follows:

†          Combined balance sheet as of  December 31, 2007.

†          Combined statement of operations for the year ended December 31,
2007.

†          Combined statement of owner's net investment (deficit) for the year
ended December 31, 2007.

†          Combined statement of cash flows for the year ended December 31,
2007.

†          Notes to combined financial statements.

Attached as Exhibit 99.2 hereto and incorporated by reference herein are the unaudited condensed combined financial statements of Atlantis Plastics Films as follows:

†          Unaudited condensed combined balance sheet as of September 30, 2008.

†          Unaudited condensed combined statements of operations for the nine
months ended September 30, 2008 and 2007.

†          Unaudited condensed combined statements of owner's net investment
(deficit) for the nine months ended September 30, 2008 and 2007.

†          Unaudited condensed combined statements of cash flows for the nine
months ended September 30, 2008 and 2007.

†          Notes to unaudited condensed combined financial statements.

(b) Pro Forma Financial Information

Attached as Exhibit 99.3 hereto and incorporated by reference herein are the unaudited pro forma condensed combined financial statements of AEP as follows:

† Unaudited pro forma condensed combined statements of operations for the fiscal year ended October 31, 2007 and for the nine months ended July 31, 2008.

† Unaudited pro forma condensed combined balance sheet as of July 31, 2008.

† Notes to unaudited pro forma condensed combined financial statements.

(d) Exhibits

Exhibit No.                                   Description
    23           Consent of Ernst & Young LLP, independent auditor of Atlantis Plastics
                 Films

    99.1         Audited combined financial statements of Atlantis Plastics Films as of
                 and for the year ended December 31, 2007.

    99.2         Unaudited condensed combined financial statements of Atlantis Plastics
                 Films as of and for the nine months ended September 30, 2008 and 2007.

    99.3         Unaudited pro forma condensed combined statements of operations of AEP
                 Industries Inc. for the year ended October 31, 2007 and for the nine
                 months ended July 31, 2008 and unaudited pro forma condensed combined
                 balance sheet of AEP Industries Inc. as of July 31, 2008.