<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-K

                Annual Report Pursuant to Section 13 or 15(d) of
                       The Securities Exchange Act of 1934

                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000

                         Commission file number 0-15464

                               RADVA CORPORATION
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                  Virginia                               54-0715892
       -------------------------------                -------------------
       (State or other jurisdiction of                 (I.R.S. Employer
        incorporation or organization)                Identification No.)

                        Drawer 2900 First Street Station
                             Radford, Virginia 24143
                                 (540) 639-2458
          ------------------------------------------------------------
          Address, including zip code, and telephone number, including
             area code, of registrant's principal executive offices

           Securities registered pursuant to Section 12(g) of the Act:

                     Common Stock, par value $.01 per share
                     --------------------------------------
                                (Title of class)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
                                    Yes   X      No
                                        -----       ------

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (par. 229.405 of this chapter) is not contained herein, and
will not be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K.
[  ]

Aggregate market value of voting stock held by non-affiliates of the registrant
as of May 1, 2001 (see ITEM 5 for explanation of calculation): $ 312,183
                                                               ---------

Number of shares of common stock outstanding as of May 1, 2001:  3,987,987


                                       1
<PAGE>   2



                       DOCUMENTS INCORPORATED BY REFERENCE

Part III incorporates information by reference to the registrant's proxy
statement for its annual meeting of stockholders scheduled for June 28, 2001.

                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS


GENERAL DEVELOPMENT OF BUSINESS

RADVA Corporation (the "Company") was organized in 1962 as a Virginia
corporation to engage in the production of molded and fabricated products from
expandable polystyrene. Historically, the Company has specialized in the
production of customized expanded polystyrene packaging materials used to
protect products during shipment; however, the Company developed a composite
building panel produced from expanded polystyrene and steel which it sold under
the trademark THERMASTRUCTURE. In November, 1995, The Company sold 80% interest
in its subsidiary, Thermastructure Ltd., which manufactured the building panels
and had rights to market licensing rights to territories in the United States
not previously licensed. During 1997, the Company reacquired 70% of common stock
of Thermastructure, Ltd increasing ownership to 90% of common stock. The Company
acquired the additional stock by giving up certain assets making this entire
transaction a noncash transaction. The Company and minority interest of
Thermastructure, Ltd transferred all of the assets and liabilities into a new
company, Thermastructure XT Corp, while maintaining the same ownership
percentages (90% for Company and 10% for minority interest). Thermastructure XT
Corp is consolidated into Company's financial statements. During 1998, the
Company acquired an additional 5% ownership in its consolidated subsidiary,
Thermastructure XT Corporation. Also, during 1998, the Company and its
subsidiary, Thermastructure XT, sold 95% of their assets and interest in the
composite building panel system. These assets were then transferred to a newly
organized company, ThermaSteel Corporation, which continues to market the system
worldwide. The Company acquired the remaining 5% of Thermastructure XT
Corporation in 1999 and dissolved Thermastructure XT in accordance with terms of
the sale of the building panel system.

PRINCIPAL CLASSES OF PRODUCTS

The following table sets forth the approximate relative percentages of total net
revenues (after intersegment eliminations) generated by the principal classes of
products produced by the Company in each of its principal industry segments for
each of the past three fiscal years.

<TABLE>
<CAPTION>
CLASS OF PRODUCT                           2000           1999          1998
----------------                           -----         -----         -----
<S>                                       <C>           <C>            <C>
PROTECTIVE PACKAGING AND
SIMILAR MATERIALS
   Protective packaging                    100.0%        100.0%         87.0%

THERMASTRUCTURE Building Panels
   License fees & machinery sales            0.0%          0.0%          2.8%
   Panel sales & related revenue             0.0%          0.0%         10.2%
                                           -----         -----         -----

                                           100.0%        100.0%        100.0%
</TABLE>


                                       2
<PAGE>   3

PROTECTIVE PACKAGING PRODUCTS

RADVA is an industry leader in the design and manufacture of shape molded and
fabricated foam products for material handling, protective packaging, specialty
designs, point of purchase displays, insulated shipping containers, and a
variety of other needs. RADVA products are used in businesses as varied as
consumer electronics, seafood, and furniture.

RADVA's shape molded product line includes a variety of flexible and rigid,
molded and fabricated items from foam resins. RADVA products are offered as
custom-fabricated solutions to customer needs, and as standard shapes and
containers. All products share the same high quality of manufacture.

More than 400 customers, including many Fortune 500 firms, count on RADVA
solutions to help them meet their own customer's needs in a quick,
cost-effective manner.

When RADVA was incorporated in 1962, its primary production material was
expanded polystyrene (EPS). EPS remains a significant base material because of
its low cost and relatively low environmental impact. However, RADVA products
also use a variety of other materials, depending upon the customer's need.
Common materials include ARCEL(R), GECET(R) R-MER(R), EPP and EPE, PE and PU and
thermoformed PVC and styrene.

RADVA is headquartered in Radford, Virginia, and has manufacturing facilities in
Radford and Portsmouth, Virginia. These locations are within a day's drive of 75
percent of the U.S. market. Each facility includes more than 75,000 square feet
of manufacturing and warehouse space with additional off-site warehousing. More
than 35 molding presses, including new, highly efficient Kurtz & Hirsch machines
enable RADVA to meet strict customer requirements quickly and with consistent
high quality. Complete prototype and drop testing capabilities, a tool and die
shop, and very strong supplier relationships enable the firm to develop
creative, cost-effective solutions for customers.

RADVA employs more than 110 people, and serves as one of the country's largest
three mid-Atlantic EPS recycling drop-off facilities.


RAW MATERIALS AND SUPPLIERS

The principal raw material used by the Company in the production of protective
packaging products is expandable polystyrene resin. This material may be
obtained from several major suppliers. In addition, the Company uses several
copolymer resins in the manufacture of engineered expanded foam protective
packaging. Although the copolymer resins currently used by the Company are only
available from one supplier, similar copolymer resins may be obtained from other
suppliers.


PATENTS AND TRADEMARKS

The Company holds a patent for a new construction material which the Company
plans to market in the future. The Company pursues a policy of filing for
patents on any product development that it considers to be significant.



                                       3
<PAGE>   4

SEASONALITY

The Company ordinarily experiences a reduction in the manufacture and sale of
protective packaging products during the winter months after filling holiday
season orders. The demand for building products is affected by the level of
activity in the construction industry and housing market and can be expected to
decrease during the fall and winter seasons when there has historically been a
decrease in construction activity and housing sales.

CUSTOMERS

The Company's protective packaging business has a broad base of customers;
however, one customer accounted for approximately 31.8% of protective packaging
revenues in 2000.

BACKLOG

The Company had approximately $1,236,318 in backlog orders for protective
packaging products as of December 31, 2000, compared to backlog orders of
approximately $1,201,807 as of December 31, 1999. Although the Company believes
that such backlog orders are firm, the purchase orders for protective packaging
products generally may be canceled without cause by the customer. The Company
expects to fill all of these orders during 2001.

COMPETITION

The protective packaging business is highly competitive, and some of the
Company's competitors are large and have greater financial and other resources
than the Company. The Company's competition in protective packaging products is
primarily from four local and regional manufacturers with plants within or close
to the Company's market area. The principal elements of competition in the sale
of protective packaging products are price and the ability to service customers.
The Company believes that its custom mold division and technical design facility
give it an advantage over competitors within its market area who do not have the
capacity to design and produce their own molds for their protective packaging
customers.

RESEARCH AND DEVELOPMENT

The Company maintains two laboratory and testing facilities within its
manufacturing plant in Radford, Virginia. The laboratory and testing facilities,
which consist of 2,000 square feet and 1,800 square feet, respectively, are used
for product testing, development of new products, and quality control
evaluations.

REGULATION

The Company is subject to state and federal laws and regulations affecting its
business, including those promulgated under the Occupational Safety and Health
Act ("OSHA") and by the Environmental Protection Agency. The Company's
manufacturing facilities are subject to compliance with comprehensive OSHA
standards. The Company believes that its manufacturing facilities and processes
are currently in compliance with OSHA and does not anticipate capital
expenditures for environmental control facilities or for compliance with OSHA
standards during 2001. The Company does not believe that its compliance with
federal and state environmental regulations has had or will have a material
effect on its capital expenditures, earnings, or competitive position.


                                       4
<PAGE>   5


EMPLOYEES

The Company employs approximately 110 persons. None of the Company's employees
is represented by a labor union, and the Company believes that its employee
relations are good.

EXECUTIVE OFFICERS

The following table identifies and sets forth certain information about the
executive officers of the Company

<TABLE>
<CAPTION>
               Name             Age       Position and Year of Election
               ----             ---       -----------------------------
<S>                          <C>        <C>
        Luther I. Dickens       68       Chief Executive Officer (1998)

        Stephen L. Dickens      43       President (1998)

        James M. Hylton         67       Secretary and Treasurer (1969)

        William F. Fry          61       Chief Financial Officer (1989)

        Michael R. Samples      48       Vice President, Manufacturing (1999)
</TABLE>


ITEM 2.  PROPERTIES

REAL ESTATE

The real estate owned or leased by the Company and used in the Company's primary
business operations is described below.

(1)  The Company owns approximately 10 acres of land in Radford, Virginia, and a
     71,000 square foot building located on the Radford property. The building
     includes approximately 5,000 square feet of office space and approximately
     66,000 square feet of manufacturing space. The Radford property is subject
     to deeds of trust which had outstanding balances as of December 31, 2000
     aggregating approximately $2,588,000.

(2)  The Company owns approximately 7 acres of land in Portsmouth, Virginia, and
     a 74,000 square foot building located on the Portsmouth property. The
     building includes approximately 2,000 square feet of office space and
     approximately 42,000 square feet of manufacturing space. The Portsmouth
     property is subject to the same deed of trust referred to in (1) above
     which had an outstanding balance as of December 31, 2000 of approximately
     $2,588,000.

(3)  The Company rents approximately 6,000 square feet of office space in
     Radford, Virginia, under a lease which requires monthly rental payments of
     $3,700. The property is rented to the Company by a partnership in which Mr.
     Dickens and Dr. Hylton have an interest.


                                       5
<PAGE>   6


PERSONAL PROPERTY AND EQUIPMENT

The personal property and equipment at the main Radford plant and the Portsmouth
plant consist principally of machinery and equipment used to produce expanded
polystyrene products. The personal property and equipment at the Custom Mold
Division in Radford consists of machine shop tools and pattern shop tools and
related aluminum foundry equipment.

The Company owns 3 trucks and 12 trailers and leases 2 tractors which it uses to
ship products to customers. The Company owns 1 van and 8 cars which it uses
principally for sales and sales service functions. The Company believes that its
present equipment is adequate, well maintained, and in good operating condition.


ITEM 3.  LEGAL PROCEEDINGS



         None

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS



         None.




                                       6
<PAGE>   7



                                     PART II

                                STOCK INFORMATION

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS


MARKET AND PRICE INFORMATION

The Company's common stock, par value $.01 per share (the "Common Stock"), has
been traded in the over-the-counter market since June 1986. The following table
provides the high and low bid quotations with respect to shares of the Common
Stock for the periods indicated as reported by the Dow Jones Historical Stock
Quote Reporter Service.
<TABLE>
<CAPTION>
                         2000                  1999                     1998
                         ----                  -----                    ----
                 High      Low            High        Low           High       Low
                 ----      ---            ----        ---           ----       ---
<S>            <C>       <C>            <C>         <C>           <C>        <C>
First
Quarter          17/32     3/8            1           3/4           1/2        7/16

Second
Quarter          15/32     1/4            1 3/16      3/4            1         1/2

Third
Quarter          7/16      3/16           15/16       1/2            1         5/8

Fourth
Quarter          5/8       3/16           3/4         3/8            1         3/8
</TABLE>


The foregoing quotations of high and low bid prices represent prices between
dealers and do not include retail mark-up, mark-down, or commissions. They do
not necessarily represent actual transactions. There was no established public
trading market for the Common Stock before June 1986.

The aggregate market value of the voting stock held by non-affiliates of the
Company as of May 1, 2001 shown on the facing page of this report was calculated
as follows: the number of shares beneficially owned by the officers and
directors of the Company as a group as of May 1, 2001 was subtracted from
3,987,987, the total number of shares outstanding on that date, and the
resulting figure was multiplied by $.18, the average of the bid and asked prices
of the Company's stock in the over-the-counter market on May 1, 2001. The
foregoing calculation should not be deemed an admission that any of the officers
or directors of the Company is an "affiliate" of the Company.

NUMBER OF STOCKHOLDERS

As of May 1, 2001, there were 281 record holders of the Common Stock.

                                       7
<PAGE>   8


DIVIDENDS


The Company has not declared cash dividends on the Common Stock during its three
most recent fiscal years. The declaration and payment of dividends is entirely
within the discretion of the Board of Directors of the Company and will depend
upon the earnings, capital requirements, and financial condition of the Company.
The Company anticipates that it will retain earnings for the next several years
to finance the development of its business.


ITEM 6.  SELECTED FINANCIAL DATA


SELECTED STATEMENTS OF INCOME (LOSS) DATA:

<TABLE>
<CAPTION>
                                                     Years Ended December 31,
                                 -----------------------------------------------------------------
                                 2000           1999           1998           1997           1996
                                 ----           ----           ----           ----           ----
                                    (Dollar amounts in thousands except per share data)
<S>                            <C>            <C>           <C>            <C>              <C>
Net Revenues                   $ 10,077       $10,186       $13,173        $10,955          $9,720
Income (loss) before
  income taxes                  (1,076)           276         1,517            209              --
Net income (loss)               (1,076)           276         1,517            209              --
Net income (loss) per
  common share                    (.27)           .07           .37            .05              --
</TABLE>


SELECTED BALANCE SHEET DATA:
<TABLE>
<CAPTION>
                                                     Years Ended December 31,
                               -----------------------------------------------------------------
                               2000           1999           1998            1997           1996
                               ----           ----           ----            ----           ----
                                                 (Dollar amounts in thousands)
<S>                          <C>           <C>            <C>            <C>             <C>
Working capital               $  (800)      $   974        $ 1,051        $  (679)        $1,871
Net property, plant,
  and equipment                 4,844         4,945          4,443          4,688          2,497
Total assets                   11,486        11,963         11,890         11,192          7,774
Long-term debt (including
  current maturities)           4,202         4,738          4,583          4,371          2,971
Stockholders' equity            4,076         5,177          4,886          3,388          3,180
</TABLE>





                                       8
<PAGE>   9


ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS

RESULTS OF OPERATION

The following table sets forth the percentage relationship that certain items in
the statements of operations bear to the net revenues of the Company for each
year during the five-year period ended December 31, 2000. Additional financial
information as to the Company's three industry segments is set forth in note 14
to the financial statements.


<TABLE>
<CAPTION>
                                                                       Year Ended December 31
                                               ---------------------------------------------------------------------
                                                 2000            1999            1998           1997           1996
                                                 ----            ----            ----           ----           ----
<S>                                             <C>             <C>             <C>            <C>            <C>
Manufacturing net revenues                       100.0%          100.0%          90.1%          93.7%          97.1%
Licensing & related
   machinery sales                                 0.0%            0.0%           9.9%           6.3%           2.9%
                                                 -----           -----          -----          -----          -----
   Net revenues                                  100.0%          100.0%         100.0%         100.0%         100.0%
                                                 -----           -----          -----          -----          -----
Cost and expense:
Cost of sales                                     86.4%           74.8%          66.3%          74.1%          75.1%
Shipping and sales                                 9.2%            7.4%           6.8%           7.7%           8.2%
General and administrative                        12.8%           12.6%          12.1%          12.7%          12.9%
Research and development                           0.0%             0.0%          0.2%           0.9%             0.%
                                                 -----           -----          -----          -----          -----
                                                 108.4%           94.8%          85.4%          95.4%          96.7%
                                                 -----           -----          -----          -----          -----

     Operating income (loss)                      (8.4)%           5.2%          14.6%           4.6%           3.3%
                                                 -----           -----          -----          -----          -----

Other income (deductions)
   Interest expense                               (5.2%)          (4.5%)         (3.6%)         (3.9%)         (3.3%)
   Interest income                                 2.2%            1.7%           0.3%           0.3%           0.0%
   Other                                            .3%            0.1%           0.0%           0.0%           0.0%
                                                 -----           -----          -----          -----          -----
                                                  (2.7%)          (2.7%)         (3.3%)         (3.6%)         (3.3%)
                                                 -----           -----          -----          -----          -----
Income (loss) before income
   taxes and minority interest
   in subsidiary                                 (10.7)%           2.7%          11.5%           1.6%           0.0%
Income tax expense                                 0.0%            0.0%           0.0%           0.0%           0.0%
                                                 -----           -----          -----          -----          -----

Income (loss) before minority
   interest in net loss of
   subsidiary                                    (10.7)%           2.7%          11.5%           1.6%           0.0%
Minority interest in net
   loss of subsidiary                              0.0%            0.0%           0.0%           0.3%           0.0%
                                                 -----           -----          -----          -----          -----

Net income (loss)                                (10.7)%           2.7%          11.5%           1.9%           0.0%
                                                 =====           =====          =====          =====          =====
</TABLE>



                                       9
<PAGE>   10


2000 COMPARED TO 1999

The Company incurred an operating loss in 2000 of $851,922 compared to operating
income of $528,924 in 1999. This reduction in operating income was a result of a
margin squeeze resulting from competitive pressures and rapidly rising
manufacturing costs.

The cost of expandable polystyrene (EPS) has cycles of ups and downs, but there
was an unusually fast rise in EPS cost during the first half of year 2000.
Interest and depreciation cost increased, partly as a result of our having
expanded capacity in 1999 to accommodate anticipated growth. Also, labor rates
increased due to a shortage of workers and the price of natural gas, which is
one of our major manufacturing cost, escalated rapidly.

Cost of sales and shipping and selling expenses increased, as a percentage of
manufacturing net revenues, by 11.6% and 1.8%, respectively. These increases
were primarily a result of the margin squeeze discussed above.

1999 COMPARED TO 1998

The Company's operating income decreased $1,394,000 from $1,922,000 in 1998 to
$528,000 in 1999. This decrease was the result of decreased manufacturing net
revenues of $1,683,000 and the inclusion in 1998 operating income of a sale of
the Company's THERMASTRUCTURE panel manufacturing and licensing rights,
including equipment, at a profit of approximately $807,000.

Revenues were lower in 1999 as compared to 1998 by $877,000 and $741,000 in the
Company's Radford and Portsmouth, Virginia plants, respectively. Also
contributing to the reduction of manufacturing revenues was the absence of
approximately $411,000 revenues from the Company's THERMASTRUCTURE operations
sold in 1998. These reductions were partly offset by increased revenues from the
Company's Corporate Sales Division of $723,000.

Cost of sales, as a percent of manufacturing net revenues, was 74.8% in 1999 as
compared to 73.6% in 1998. Among the many factors contributing to this 1.2%
increase in costs were rising material prices and a changing sales mix.

Shipping and selling expenses, as a percent of manufacturing net revenues held
fairly constant from the prior year, decreasing .1% from 7.5% in 1998 to 7.4% in
1999. General and administration expenses were down in 1999 as compared to 1998
by $308,405 or .8% of manufacturing net revenues. This reduction was primarily
the result of the sale the THERMASTRUCTURE operations in 1998 and reduced
management bonuses on reduced income.

A significant contribution to net income in 1999 was made by an increase in
interest income of $125,000. Interest income was accrued on non-interest bearing
notes received on the sale of the THERMASTRUCTURE operations which were
discounted in 1998 to their net present value.

1998 COMPARED TO 1997

The Company's operating income was $1,922,000 for 1998 compared to $508,000 for
1997. This $1,414,000 increase in operating income was primarily the result of
the Company's sale of its THERMASTRUCTURE panel manufacturing and licensing
rights, including equipment, at a profit of approximately $807,000 in May, 1998,
and increased profits in its shape molding operations before interest
allocations of approximately $950,000.

The Company retained a 5% ownership position in the company newly formed to hold
and operate the THERMASTRUCTURE assets, and has reported the $807,000 profit
from the sale as net licensing and machinery sales.



                                       10
<PAGE>   11

Manufacturing net revenues increased $1,602,000 for 1998 compared to 1997. This
increase was the result of strong sales growth in shape molding operations,
especially at the Company's plant in Portsmouth, Virginia, which accounted for
$1,662,000 of increased sales.

Cost of sales, as a percent of manufacturing net revenues, was 73.6% for 1998 as
compared to 79.1% for 1997. However, these percentages are effected greatly by
cost relationships in the THERMASTRUCTURE building product line sold in May,
1998. The cost of sale percentages within the remaining shape molding operations
for comparable period comparisons decreased from 75.7% in 1997 to 70.2% in 1998.
This reduction in cost percentages primarily resulted from manufacturing
efficiencies within the Company's shape molding operations. Labor rates in the
Radford and Portsmouth, Virginia plants were down 2.3% and 5.2%, respectively.
These increased manufacturing efficiencies were aided by the installation of new
and more modern equipment.

Shipping and selling expenses decreased .7% for 1998 as compared to 1997.
General and administrative expenses decreased as a percent of manufacturing net
revenues .1% for the same period comparisons. The largest factor contributing to
the decreased shipping and selling expense percentage of manufacturing net
revenues was a large increase in sales at the Portsmouth plant not subject to
shipping cost.


IMPACT OF INFLATION

The Company's standard purchase order form allows it to increase the price of
its protective packaging products on 30 days' notice and, therefore, to pass on
increases in the cost of raw materials. A significant increase in the rate of
inflation and a concomitant increase in interest rates could adversely affect
the Company since a large portion of the Company's indebtedness is linked to the
prime interest rate.


LIQUIDITY AND CAPITAL RESOURCES

A major refinancing of the Company was accomplished in 1998 under more favorable
terms. The new financing resulted in a $500,000 increase in the Company's
operating line to $1,500,000. At year-end, the balance available on this line of
credit was $188,883 however the Company had a negative net working capital of
$799,592. The Company was not in compliance with certain financial and reporting
requirements of the line of credit agreement as of December 31, 2000; however,
waivers from the bank were granted until June 1, 2001. The Company is pursuing
new sources of bank and equity financing.


YEAR 2000 ISSUE

Most of RADVA processes utilize the Windows 95 platform and can handle the
Century 2000 date format presently without problems. We have upgraded our
environment to Windows NT Server and Workstations. Our server for EDI is Century
2000 date format compliant and our Accounting Department, which currently uses a
UNIX based system became Century 2000 date compliant during 1999.



                                       11
<PAGE>   12



ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
                                                                                 Page
                                                                                 ----
<S>                                                                             <C>
Independent Auditors' Reports..............................................      13

Balance Sheets as of December 31, 2000 and 1999............................      14-15

Statements of Operations for the Years Ended
   December 31, 2000, 1999, and 1998.......................................      16

Statements of Stockholders' Equity for the Years
   Ended December 31, 2000, 1999, and 1998.................................      17

Statements of Cash Flows for the Years
   Ended December 31, 2000, 1999, and 1998.................................      18-19

Notes to Financial Statements as of December 31,
   2000, 1999, and 1998....................................................      20-31



INDEX TO FINANCIAL STATEMENT SCHEDULES


Schedule V  - Property, Plant and Equipment................................      32

Schedule VI - Accumulated Depreciation and
   Amortization of Property, Plant, and Equipment..........................      33

Schedule VIII - Valuation and Qualifying Accounts..........................      34
</TABLE>





                                       12
<PAGE>   13


                          INDEPENDENT AUDITOR'S REPORT


The Board of Directors and Stockholders
RADVA Corporation

We have audited the consolidated financial statements and the consolidated
financial statement schedules of RADVA Corporation and subsidiary as of and for
the years ended December 31, 2000 and 1999 as listed in the accompanying index.
These financial statements and financial statement schedules are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements and financial statement schedules based on
our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of RADVA Corporation
and subsidiary as of December 31, 2000 and 1999, and the results of their
operations and their cash flows for the years then ended in conformity with
accounting principles generally accepted in the United States of America. In
addition, in our opinion, the 2000 and 1999 financial statement schedules
referred to above, when considered in relation to the basic financial statements
taken as a whole, present fairly, in all material respects, the information
required to be included therein.

The accompanying financial statements and the financial statement schedules have
been prepared assuming that the Company will continue as a going concern. As
discussed in Note 17 to the financial statements, the Company's significant
operating loss raises substantial doubt about its ability to continue as a going
concern. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.



Galax, Virginia
February 6, 2001



                                       13
<PAGE>   14


                        RADVA CORPORATION AND SUBSIDIARY

                           CONSOLIDATED BALANCE SHEETS
                           DECEMBER 31, 2000 AND 1999

<TABLE>
<CAPTION>
                                                                    2000               1999
                                                                 -----------        -----------
<S>                                                             <C>                <C>
                 ASSETS
Current assets:
   Cash and cash equivalents (Notes 2 and 3)                     $    11,048        $    41,812
                                                                 -----------        -----------

   Accounts and notes receivable (Notes 7 and 8)                   2,076,326          2,644,977
   Receivable - other (Notes 3 and 15)                               233,896            222,512
   Less allowance for doubtful accounts                               83,574            125,932
                                                                 -----------        -----------
         Net receivables                                           2,226,648          2,741,557
                                                                 -----------        -----------

   Inventories (Notes 7 and 8):
     Finished goods                                                  614,335            544,035
     Work-in-process                                                   3,333              5,121
     Raw materials and supplies                                      246,056            270,295
                                                                 -----------        -----------
         Total inventories                                           863,724            819,451
                                                                 -----------        -----------

   Prepaid expenses                                                  100,177             48,111
   Other current assets                                                   --             40,784
                                                                 -----------        -----------

         Total current assets                                      3,201,597          3,691,715
                                                                 -----------        -----------

Property, plant and equipment, at cost (Notes 5, 7 and 8)          9,724,483          9,166,099
Less accumulated depreciation and amortization                     4,880,072          4,220,646
                                                                 -----------        -----------
         Net property, plant and equipment                         4,844,411          4,945,453
                                                                 -----------        -----------

Other assets, at cost, less accumulated amortization:
   Investment in Thermasteel (Note 15)                               261,925            261,925
   Trademark, marketing and manufacturing rights                     450,669            478,497
   Note receivable - long-term                                     2,432,349          2,334,290
   Other (Note 16)                                                   295,296            251,151
                                                                 -----------        -----------
                                                                   3,440,239          3,325,863
                                                                 -----------        -----------
                                                                 $11,486,247        $11,963,031
                                                                 ===========        ===========
</TABLE>
                                                                      continued




                                       14
<PAGE>   15

                        RADVA CORPORATION AND SUBSIDIARY

                     CONSOLIDATED BALANCE SHEETS (CONTINUED)



<TABLE>
<CAPTION>
                                                                     2000                 1999
                                                                 ------------         ------------
<S>                                                             <C>                  <C>
    LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
   Current installments of long-term debt (Notes 3 and 8)        $    792,663         $    669,950
   Notes payable (Note 7)                                           1,311,117              878,204
   Accounts payable                                                 1,615,356              898,305
   Accrued expenses (Note 6)                                          282,053              271,024
                                                                 ------------         ------------

         Total current liabilities                                  4,001,189            2,717,483
                                                                 ------------         ------------

Long-term debt, excluding current installments
   (Notes 3 and 8)                                                  3,409,007            4,068,357
                                                                 ------------         ------------

         Total liabilities                                          7,410,196            6,785,840
                                                                 ------------         ------------

Commitments, contingencies and other matters
   (Notes 8, 12, 15, 16 and 17)

Stockholders' equity:
   Common stock, par value $.01 per share; authorized
     10,000,000 shares; issued 3,987,987 and 4,047,227
     shares in 2000 and 1999                                           39,880               40,473
   Additional paid-in capital                                       4,483,506            4,508,141
   Retained earnings (deficit)                                       (447,335)             628,577
                                                                 ------------         ------------

         Total stockholders' equity                                 4,076,051            5,177,191
                                                                 ------------         ------------
                                                                 $ 11,486,247         $ 11,963,031
                                                                 ============         ============
</TABLE>

See notes to consolidated financial statements.


                                       15
<PAGE>   16



                        RADVA CORPORATION AND SUBSIDIARY

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                  YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998
<TABLE>
<CAPTION>
                                                                2000                1999                  1998
                                                            ------------         ------------         ------------
<S>                                                         <C>                  <C>                  <C>
Net revenues:
   Manufacturing net revenues                               $ 10,076,832         $ 10,185,809         $ 11,868,780
   Licensing and related machinery sales (Note 15)                    --                   --            1,303,971
                                                            ------------         ------------         ------------
                                                              10,076,832           10,185,809           13,172,751
                                                            ------------         ------------         ------------

Costs and expenses:
   Cost of sales                                               8,705,360            7,615,767            8,731,761
   Shipping and selling expenses                                 930,941              749,242              894,938
   General and administrative expenses                         1,292,453            1,288,645            1,597,050
   Research and development expenses                                  --                3,861               27,119
                                                            ------------         ------------         ------------
                                                              10,928,754            9,657,515           11,250,868
                                                            ------------         ------------         ------------

         Operating income                                       (851,922)             528,294            1,921,883
                                                            ------------         ------------         ------------

Other income (expense):
   Interest expense                                             (529,135)            (461,236)            (484,211)
   Interest income                                               226,175              169,341               44,105
   Other                                                          26,743               16,200                4,200
                                                            ------------         ------------         ------------
                                                                (276,217)            (275,695)            (435,906)
                                                            ------------         ------------         ------------

                                                              (1,128,139)             252,599            1,485,977
                                                            ------------         ------------         ------------
Gain (loss) on sale of assets:
   Equipment                                                      (2,000)              23,653                   --
   Real estate                                                    54,227                   --               32,857
                                                            ------------         ------------         ------------
                                                                  52,227               23,653               32,857
                                                            ------------         ------------         ------------

Minority interest in net (income) loss of subsidiary                  --                   --               (1,927)
                                                            ------------         ------------         ------------

Income before income taxes                                    (1,075,912)             276,252            1,516,907

Provision for income taxes (Note 9)                                   --                   --                   --
                                                            ------------         ------------         ------------

         Net income                                         $ (1,075,912)        $    276,252         $  1,516,907
                                                            ============         ============         ============

Income per common share (Note 18):
         Basic                                              $       (.27)        $        .07         $        .37
                                                            ============         ============         ============
         Diluted                                            $       (.27)        $        .07         $        N/A
                                                            ============         ============         ============

Weighted average number of shares outstanding:
         Basic                                                 4,005,360            4,059,352            4,091,560
         Diluted                                               4,005,360            4,059,352                  N/A
</TABLE>

See notes to consolidated financial statements.



                                       16
<PAGE>   17



                        RADVA CORPORATION AND SUBSIDIARY

                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                  YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998


<TABLE>
<CAPTION>
                                                    ADDITIONAL            RETAINED            TOTAL
                                     COMMON          PAID-IN            EARNINGS           STOCKHOLDERS'
                                     STOCK           CAPITAL            (DEFICIT)             EQUITY
                                    -------         ----------         -----------         -----------
<S>                                <C>             <C>                <C>                 <C>
Balance at December 31, 1997        $41,047         $4,511,939         $(1,164,582)        $ 3,388,404
Treasury stock                         (190)           (18,810)                 --             (19,000)
Net income                               --                 --           1,516,907           1,516,907
                                    -------         ----------         -----------         -----------

Balance at December 31, 1998         40,857          4,493,129             352,325           4,886,311
Treasury stock                         (384)           (36,492)                 --             (36,876)
Purchase of subsidiary                   --             51,504                  --              51,504
Net income                               --                 --             276,252             276,252
                                    -------         ----------         -----------         -----------

Balance at December 31, 1999         40,473          4,508,141             628,577           5,177,191
Treasury stock                         (593)           (24,635)                 --             (25,228)
Net income                               --                 --          (1,075,912)         (1,075,912)
                                    -------         ----------         -----------         -----------

Balance at December 31, 2000        $39,880         $4,483,506         $  (447,335)        $ 4,076,051
                                    =======         ==========         ===========         ===========
</TABLE>

See notes to consolidated financial statements.



                                       17
<PAGE>   18



                        RADVA CORPORATION AND SUBSIDIARY

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                  YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998

<TABLE>
<CAPTION>
                                                                                   2000                1999                1998
                                                                                -----------         -----------         -----------
<S>                                                                            <C>                 <C>                 <C>
Cash flows from operating activities:
   Net income                                                                   $(1,075,912)        $   276,252         $ 1,516,907

   Adjustments to reconcile net income to net cash provided by (used in)
     operating activities:
       Depreciation                                                                 670,003             596,566             480,341
       Amortization                                                                  46,875              41,721             137,904
       Allowance for doubtful accounts                                              (42,358)             12,792               6,717
       (Gain) loss on sale of assets                                                (52,227)            (23,653)            (32,857)
       (Gain) loss on sale of assets included in
         operating revenues                                                              --                  --            (806,796)
       Minority interest in net income (loss) of
         consolidated subsidiaries                                                       --                  --               1,927
       Changes in assets and liabilities:
         Decrease (increase) in accounts and notes receivable                       568,651            (295,091)           (923,779)
         Decrease (increase) in receivable - other                                  (11,384)            259,377            (152,469)
         Decrease (increase) in inventories                                         (44,273)            113,269             352,189
         Decrease (increase) in prepaid expenses                                    (52,066)            (12,979)             70,975
         Decrease (increase) in other current assets                                 40,784              (1,646)             (8,900)
         Decrease (increase) in note receivable - noncurrent                        (98,059)            147,674          (2,160,051)
         Increase in investment in Thermasteel Corp.                                     --                  --            (261,925)
         Decrease in Radoslav Joint Venture                                              --                  --             336,103
         Decrease (increase) in trademark                                                --                  --             847,803
         Decrease (increase) in other assets                                        (63,192)            (40,043)          1,255,737
         Increase in cash overdraft                                                 105,913                  --                  --
         Increase (decrease) in accounts payable                                    717,051            (166,092)         (1,086,791)
         Increase (decrease) in accrued expenses                                     11,029            (137,157)           (171,672)
         Net effect of sale of assets to Thermasteel Corp.                               --                  --             379,487
                                                                                -----------         -----------         -----------

           Net cash provided by (used in) operating activities                      720,835             770,990            (219,150)
                                                                                -----------         -----------         -----------

Cash flows from investing activities:
   Proceeds from sale of assets                                                      69,776              23,653           1,835,000
   Company manufactured equipment and buildings                                          --                  --             (15,995)
   Capital expenditures on equipment                                               (586,510)         (1,099,022)         (1,910,112)
   Purchase minority interest in subsidiary                                              --             (42,813)                 --
                                                                                -----------         -----------         -----------

           Net cash used in investing activities                                   (516,734)         (1,118,182)            (91,107)
                                                                                -----------         -----------         -----------
</TABLE>



                                                                      continued



                                       18
<PAGE>   19



                        RADVA CORPORATION AND SUBSIDIARY

                CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

<TABLE>
<CAPTION>
                                                               2000             1999               1998
                                                            ---------         ---------         -----------
<S>                                                        <C>                  <C>                <C>
Cash flows from financing activities:
   Net proceeds (payments) on notes payable                   327,000            24,000             285,092
   Proceeds from issuance of long-term debt                   170,990           806,904           4,684,284
   Principal payments under long-term debt                   (707,627)         (651,404)         (4,472,702)
   Purchase of Treasury stock                                 (25,228)          (36,876)            (19,000)
                                                            ---------         ---------         -----------

           Net cash provided by financing activities         (234,865)          142,624             477,674
                                                            ---------         ---------         -----------

Net increase (decrease) in cash                             $ (30,764)        $(204,568)        $   167,417

Cash and cash equivalents at beginning of year                 41,812           246,380              78,963
                                                            ---------         ---------         -----------

Cash and cash equivalents at end of year                    $  11,048         $  41,812         $   246,380
                                                            =========         =========         ===========

Supplemental disclosure of cash flow information:
   Cash paid during the year for interest                   $ 525,600         $ 465,086         $   505,215
                                                            =========         =========         ===========

   Cash paid during the year for income taxes               $   8,370         $   4,407         $        --
                                                            =========         =========         ===========
</TABLE>

Supplemental disclosure of noncash investing activities:

During 1998 Radva transferred certain assets and liabilities for $6,200,000
(discounted to $4,976,585) which has been treated as disposal of a portion of a
line of business in which gain has been included in income from operations since
sale did not constitute a sale of a segment of business. This resulted in
transfer of the following assets and liabilities:

         Assets and liabilities transferred:
           Property, plant and equipment                    $1,525,483
           Accounts receivable                                 516,460
           Prepaid expenses                                     66,111
           Inventory                                           151,519
           Notes receivable                                    603,158
           Licenses and trademarks                           1,226,104
           Patents                                              23,770
           Manufacturing and marketing rights                  635,744
           Investments                                         406,199
           Liabilities assumed                                 (50,587)
           Debt assumed                                       (672,247)
         Investment retained (5%)                             (261,925)
                                                            ----------
                                                            $4,169,789


See notes to consolidated financial statements.


                                       19
<PAGE>   20

                        RADVA CORPORATION AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        DECEMBER 31, 2000, 1999 AND 1998

NOTE 1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Operations

RADVA Corporation and subsidiary (the Company) produce and sell molded and
fabricated expanded polystyrene foam products such as packaging materials and
containers. The Company operates facilities in Radford and Portsmouth, Virginia.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and
its subsidiary, Thermastructure XT Corp. All significant inter-company accounts
and transactions have been eliminated in consolidation (see Note 21).

Cash and Cash Equivalents

Cash and cash equivalents consist primarily of demand deposits. For purposes of
the statements of cash flows, the Company considers all highly liquid
investments with an original maturity of less than three months to be cash
equivalents. The Company includes cash meeting this criteria whose use is
limited by restrictions contained in loan covenants.

Accounts Receivable

Accounts receivable are stated at cost less allowance for doubtful accounts. The
allowance for doubtful accounts is maintained at a level considered adequate to
provide for losses that can be reasonably anticipated.

Inventories

Inventories are stated at the lower of cost or market. Cost of raw materials,
supplies, work-in process and finished goods is determined by the first-in,
first-out method.

Investment in Radoslav Joint Venture

During 1998 Radva sold this investment (see Note 15). Prior to sale the Company
accounted for its investment in Radoslav, a 31% owned affiliate, by the equity
method of accounting under which the Company's proportionate results of the
affiliate's operations are recognized in the Company's statement of operations
and added to or taken from the investment account. Distributions received from
the affiliate are treated as a reduction of the investment account.

Investment in Thermasteel Corp.

As part of a transferring certain assets and liabilities to Thermasteel Corp.,
Radva retained a 5% ownership interest. Company accounts for this investment on
the cost basis.





                                       20
<PAGE>   21


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Other assets

Included in other assets are patents, loan costs and marketing and manufacturing
rights, which are amortized over their respective estimated lives, and trademark
rights, which are amortized over 12 years. Accumulated amortization was
$1,382,636 and $1,335,761 as of December 31, 2000 and 1999, respectively.

Property, Plant and Equipment

Depreciation of plant and equipment is provided on the straight-line basis over
the estimated useful lives of the respective assets as follows:

              Buildings and improvements             5 to 30 years
              Machinery and equipment                5 to 15 years
              Automotive equipment                   3 to 5 years
              Office equipment                       3 to 10 years

Leasehold improvements are amortized on a straight-line basis over the terms of
the respective leases.

Additions to property, plant and equipment are recorded at cost. All
expenditures for repairs, renewals and replacements which do not materially
extend the useful life of the property are charged to expense. Other
improvements and betterments are capitalized. With respect to dispositions, the
asset and accumulated depreciation accounts are relieved of cost and accumulated
depreciation with any resulting gain or loss credited or charged to earnings.

Revenue Recognition

Net revenues represent sales of fabricated foam products, machines and fees from
licensing agreements. Revenues from sales and the licensing agreements are
recognized upon completion of the transaction.

Income Taxes

Deferred taxes are provided on a liability method whereby deferred tax assets
are recognized for deductible temporary differences and operating loss and tax
credit carryforwards and deferred tax liabilities are recognized for taxable
temporary differences. Temporary differences are the differences between the
reported amounts of assets and liabilities and their tax bases. Deferred tax
assets are reduced by a valuation allowance when, in the opinion of management,
it is more likely than not that some portion or all of the deferred tax assets
will not be realized. Deferred tax assets and liabilities are adjusted for the
effects of changes in tax laws and rates on the date of enactment.

Investment tax credits are accounted for by the flow-through method whereby they
reduce income taxes currently payable and the provision for income taxes in the
period the assets giving rise to such credits are placed in service. To the
extent such credits are not currently utilized on the Company's tax return,
deferred tax assets, subject to considerations about the need for a valuation
allowance, are recognized for the carryforward amount.




                                       21
<PAGE>   22





                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Fair value of financial instruments

Statement of Financial Accounting Standards No. 107, "Disclosures about Fair
Value of Financial Instruments," requires disclosure about the fair value of
certain instruments. Cash, receivables, accounts payable and accrued liabilities
are reflected in the financial instruments at fair value because of the
short-term maturity of these instruments. The estimated fair values of the
company's financial instruments are disclosed in Note 3.

Use of estimates

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could vary from the estimates that were used.

Reclassification

Certain reclassifications have been made to prior years' financial statements to
place them on a comparable basis with the current year.

NOTE 2.  CASH AND CASH EQUIVALENTS

Cash and cash equivalents consist of the following:

<TABLE>
<CAPTION>
                                                       2000        1999       1998
                                                      -------    -------    --------
<S>                                                  <C>        <C>        <C>
Petty cash and non-interest bearing accounts          $11,048    $41,812    $246,380
                                                      =======    =======    ========
</TABLE>

NOTE 3.  FAIR VALUE OF FINANCIAL INSTRUMENTS

The following methods and assumptions were used to estimate the fair value of
each class of financial instruments for which it is practicable to estimate that
value:

Cash and cash equivalents:

The carrying amount approximates fair value because of the short maturity of
those instruments.

Receivable - other:

The carrying amount is a reasonable estimate of fair value since entire amount
is due within one year.



                                       22
<PAGE>   23

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 3.  FAIR VALUE OF FINANCIAL INSTRUMENTS (CONTINUED)

Long-term debt:

The fair value of the Company's long-term debt is estimated based on the quoted
market prices for the same or similar issues or on the current rates offered to
the Company for debt of the same remaining maturities with similar collateral
requirements.

The estimated fair values of the Company's financial instruments as of
December 31, 2000 are as follows:

<TABLE>
<CAPTION>
                                                                                    2000
                                                                      ----------------------------
                                                                      Carrying Amount   Fair Value
                                                                      ---------------   ----------

<S>                                                                  <C>               <C>
Cash and cash equivalents                                                 $   11,048    $   11,048
Receivable - other                                                           233,896       233,896
Long-term debt                                                             4,201,670     4,213,013
</TABLE>

NOTE 4.  RECEIVABLES

Information about impaired receivables as of and for the years
ended December 31, 2000 and 1999 is as follows:

<TABLE>
<CAPTION>
                                                                             2000          1999
                                                                          ----------    ----------
<S>                                                                       <C>           <C>
   Receivables for which there is a related
     allowance for bad debts                                              $   48,000    $   48,000
   Receivables for which there is no related
     allowance for bad debts                                                      --            --
                                                                          ----------    ----------
       Total impaired receivables                                         $   48,000    $   48,000
                                                                          ==========    ==========
   Related allowance for possible bad debts                               $   24,000    $   12,000
                                                                          ==========    ==========
   Average balance (based on beginning and
     ending of year)                                                      $   48,000    $   48,000
                                                                          ==========    ==========

NOTE 5.  PROPERTY, PLANT AND EQUIPMENT

A summary of property, plant and equipment follows:
                                                                             2000          1999

       Land and improvements                                              $  171,846    $  184,395
       Buildings and improvements                                          3,120,520     3,111,953
       Machinery and equipment                                             5,758,819     5,213,965
       Transportation equipment                                              372,129       365,960
       Office equipment                                                      301,169       289,826
                                                                          ----------    ----------
                                                                          $9,724,483    $9,166,099
                                                                          ==========    ==========
</TABLE>



                                       23
<PAGE>   24





                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 6.  ACCRUED EXPENSES

Accrued expenses are composed of the following:
<TABLE>
<CAPTION>
                                                                                           2000              1999
                                                                                        ----------        ----------
<S>                                                                                     <C>               <C>
          Payroll and employee benefits                                                 $  203,723        $  203,587
          Interest                                                                           4,851             1,316
          Customer deposits                                                                    794               794
          Insurance                                                                             --            36,482
          Other                                                                             72,685            28,845
                                                                                        ----------        ----------
                                                                                        $  282,053        $  271,024
                                                                                        ==========        ==========
</TABLE>

NOTE 7.  NOTES PAYABLE

A summary of notes payable follows:
<TABLE>
<CAPTION>
                                                                                           2000              1999
                                                                                        ----------        ----------
<S>                                                                                    <C>               <C>
       Line of credit with commercial bank, $1,500,000
       limit, interest at prime (9.5% at December 31, 2000)                             $1,311,117        $  878,204
                                                                                        ==========        ==========
</TABLE>

The Company was not in compliance with certain financial and reporting
requirements of the line of credit agreement as of December 31, 2000; however,
waivers from the bank were granted until June 1, 2001

NOTE 8.  LONG-TERM DEBT

A summary of long-term debt follows:
<TABLE>
<CAPTION>
                                                                                           2000              1999
                                                                                        ----------        ----------
<S>                                                                                    <C>               <C>
   Installment note payable due in monthly installments of $329,
   including interest, with various at 3.9%; collateralized by equipment                $    1,953        $    5,746

   Installment notes payable with financing company, due in monthly installments
   of $16,404, including interest at 7.295%; collateralized
   by equipment                                                                            258,918           352,844

   Installment note payable, due in monthly installments of $500, including
   interest at 10.625%; collateralized by a deed of trust on
   certain real estate                                                                      20,029            23,687

   Installment note payable, due in monthly installments of $428,
   including interest at 8.5%; collateralized by equipment                                     846             5,682

   Installment note payable to bank, due in monthly installments of $11,905,
   including interest at prime (9.5% at December 31, 1999);
   collateralized by equipment.(*)                                                         606,642           749,502
</TABLE>



                                       24
<PAGE>   25

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 8.  LONG-TERM DEBT (CONTINUED)

<TABLE>
<CAPTION>
                                                                                           2000              1999
                                                                                        ----------        ----------
<S>                                                                                    <C>               <C>
   Installment note payable to bank, due in monthly installments of $27,533,
   including interest at prime (9.5% at December 31, 1999);
   collateralized by real estate.(*)                                                     2,588,133         2,918,533

   Installment note payable to bank, due in monthly installments of $4,762,
   including interest at prime (9.5% at December 31, 1999);
   collateralized by equipment.(*)                                                         220,535           282,313

   Installment note payable to bank, due in monthly installments of $5,556,
   including interest at prime (9.5% at December 31, 1999);
   collateralized by equipment.(*)                                                         366,667           400,000

   Installment note payable, due in monthly installments of $23,100,
   including interest at 19.5%; collateralized by equipment                                117,683                --

   Installment note payable to bank, due in monthly installments of
   $527, including interest at 9.5%; collateralized by equipment                            20,264                --
                                                                                        ----------        ----------

         Total long-term debt                                                            4,201,670         4,738,307

   Less current installments of long-term debt                                             792,663           669,950
                                                                                        ----------        ----------

         Long-term debt, excluding current installments                                 $3,409,007        $4,068,357
                                                                                        ==========        ==========
</TABLE>



Substantially all real property, equipment, accounts receivable and inventory
are pledged as collateral on various debt instruments.

The Company was not in compliance with certain financial and reporting
requirements of certain notes payable to bank, indicated above by (*), as of
December 31, 2000; however, waivers from the bank were granted until June 1,
2001.

The aggregate principal maturities of long-term debt during each of the five
years subsequent to December 31, 2000 follows:

         Years Ended December 31,

               2001                                 $  792,663
               2002                                    769,498
               2003                                    636,989
               2004                                    600,386
               2005                                    432,673
               Thereafter                              969,461
                                                    ----------
                                                    $4,201,670



                                       25
<PAGE>   26

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 9. INCOME TAX MATTERS

Net deferred tax assets and liabilities consist of the following components as
of December 31, 2000 and 1999:

<TABLE>
<CAPTION>
                                              2000            1999
                                            --------        --------
<S>                                        <C>             <C>
Deferred tax assets:
  Bad debt allowance                        $ 31,758        $ 47,854
  Accrued expenses                            27,495          25,505
  Bonuses                                      2,193           5,798
  Inventory allowance                         15,258          15,241
  Contributions carryover                      8,175              --
  Loss carryforward                          884,286         330,179
  Investment tax credit carryforward              --          48,084
  Minimum tax credit carryforward             24,285          20,073
                                            --------        --------
                                             993,450         492,734
  Less valuation allowance                   688,433         198,785
                                            --------        --------
                                            $305,017        $293,949
                                            ========        ========
Deferred tax liabilities:
  Property and equipment                    $305,017        $293,949
                                            ========        ========
                                            $     --        $     --
                                            ========        ========
</TABLE>

As noted, the deferred tax assets equal the deferred tax liabilities resulting
in no effect on the income statement or stockholders' equity for the year.

The income tax provision differs from the amount of income tax determined by
applying the U.S. Federal income tax rate to pretax income for the years ended
December 31, 2000, 1999 and 1998 due to the following:

<TABLE>
<CAPTION>
                                                                2000             1999               1998
                                                             ---------         ---------         ---------
<S>                                                         <C>               <C>               <C>
Computed "expected" tax benefit                              $      --         $  90,988         $ 515,748
Non-deductible expenses                                            150            18,090            21,562
State income taxes, net of federal income tax benefit               --            13,047            52,250
Benefit of operating loss carryforward                            (150)         (122,125)         (500,863)
Other                                                               --                --           (88,697)
                                                             ---------         ---------         ---------
                                                             $      --         $      --         $      --
                                                             =========         =========         =========
</TABLE>

NOTE 10.  RETIREMENT PLANS

The Company has a profit sharing plan (the Plan) which covers all full-time
officers and employees who have at least one year of service and attained the
age of 21. Contributions to its profit sharing plan are at Company's discretion.
The Plan is a qualified plan under applicable sections of the Internal Revenue
Code. Profit sharing expense for the period ended December 31, 2000, 1999 and
1998 was $ -0-.

The Company adopted a 401K retirement plan during 1998 which covers all
full-time officers and employees who have at least one year of service and
attained the age of 21. Contributions to the plan are made at a rate of 25% of
each employee's contribution up to a maximum of 4% of each employee's earnings
for the year. The plan is a qualified plan under applicable sections of the
Internal Revenue Code. Company contributions for the year ended December 31,
2000 and 1999 was $15,782 and $18,618, respectively.



                                       26
<PAGE>   27


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 11.  RELATED PARTY TRANSACTIONS

The Company has a month-to-month lease on certain operating and warehouse space
with Jalu, a partnership in which the Company's Chief Executive Officer is a
partner. The space is currently rented for $1,000 per month. The Company also
rents on a month-to-month basis certain office space from Chuckatuck, a
partnership in which the Company's Chief Executive Officer is a partner. The
present rental payment is $3,700 per month.


NOTE 12.  OPERATING LEASES

The Company leases certain of its manufacturing and office facilities and
equipment. Rental expense for the years ended December 31, 2000, 1999 and 1998
was $155,698, $160,130, and $180,771, respectively. All leases have expired;
however, the Company continues to lease these facilities under the previous
lease schedules for $4,685 per month.


NOTE 13.  MAJOR CUSTOMER AND SUPPLIER

The percentage of net revenue attributable to the Company's major customers
(exceeding 10% of total revenues) is 31.8% for 2000, 33.3% for 1999, and 13.0%
for 1998.

The percentage of cost of sales attributable to the Company's major suppliers
(exceeding 10% of total cost of sales) is 31.1% for 2000 and 38.1% for 1999.





                                       27
<PAGE>   28


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 14. INDUSTRY SEGMENTS

The Company considers its operations to include principally three industry
segments; (1) manufacture of protective packaging and similar materials, (2)
manufacture of THERMASTRUCTURE building products, and (3) licensing and related
machinery sales. Summary data for 2000, 1999, and 1998 is as follows:

<TABLE>
<CAPTION>
                                                            2000                1999                1998
                                                         -----------         -----------         -----------
<S>                                                     <C>                  <C>                  <C>
Net revenues:
   Protective packaging and similar material             $10,076,832         $10,185,809         $11,458,112
   THERMASTRUCTURE products and similar materials                 --                  --           1,340,631
   Licensing and related machinery sales                          --                  --             374,008
                                                         -----------         -----------         -----------

   Revenue                                               $10,076,832         $10,185,809         $13,172,751
                                                         ===========         ===========         ===========

Operating income (loss):
  Protective packaging and similar materials             $ 1,371,472         $ 2,618,517         $ 3,799,524
  THERMASTRUCTURE products and similar materials                  --             (48,475)            576,879
  Licensing and related machinery sales                           --                  --              64,587
                                                         -----------         -----------         -----------
          Segment operating income                         1,371,472           2,570,042           4,440,990

          General corporate expense                        2,223,394           2,041,748           2,519,107
                                                         -----------         -----------         -----------
          Operating profit (loss)                        $  (851,922)        $   528,294         $ 1,921,883
                                                         ===========         ===========         ===========

Capital expenditures:
   Protective packaging and similar materials            $   575,167         $ 1,071,927         $ 1,815,983
   THERMASTRUCTURE products - U.S. operations                     --              63,697
   General corporate                                          11,343              27,095              46,427
                                                         -----------         -----------         -----------

          Capital expenditures                           $   586,510         $ 1,099,022         $ 1,926,107
                                                         ===========         ===========         ===========

Depreciation and amortization:
   Protective packaging and similar materials            $   639,776         $   566,695         $   547,091
   THERMASTRUCTURE products                                   40,850              35,696              45,217
   General corporate                                          36,252              35,896              25,937
                                                         -----------         -----------         -----------

          Depreciation and amortization                  $   716,878         $   638,287         $   618,245
                                                         ===========         ===========         ===========

Identifiable assets at December 31:
   Protective packaging and similar materials            $ 5,736,271         $ 5,815,823         $ 5,361,044
   THERMASTRUCTURE products                                3,979,341           3,827,588           1,577,933
   Licensing and related machinery sales                      63,715              63,715              63,515
   General corporate                                       1,706,920           2,255,905           4,887,724
                                                         -----------         -----------         -----------

          Assets                                         $11,486,247         $11,963,031         $11,890,216
                                                         ===========         ===========         ===========
</TABLE>



                                       28
<PAGE>   29




                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 15.  OTHER MATTERS

During 1998, the Company transferred certain assets and liabilities to
Thermasteel Corp. for $6,200,000 (discounted to $4,976,585). Company retained a
5% ownership interest in Thermasteel Corp. Company received $1,250,000 down with
balance to be received in installments. Gain on this transaction ($806,796) has
been included in income from operation for current year. The discounted portion
($1,223,415) of the receivable will be recognized as interest income as future
collections are received. Gain is recognized as income from operations since
transfer is deemed a disposal of a portion of a line of business rather than a
sale of a segment of business.

During 1998, the Company transferred its 100% owned subsidiary, RADVA RU, Inc.
as part of sale to Thermasteel Corp. Restatement of prior periods as a result of
this transfer resulted in no change to prior periods since RADVA RU, Inc. had no
assets, liabilities or activity during the periods presented.

NOTE 16.  OTHER ASSETS - OTHER

Other assets - other consist of the following:
<TABLE>
<CAPTION>
                                       2000            1999            1998
                                     --------        --------        --------
<S>                                 <C>             <C>             <C>
       Deposits                      $ 15,600        $ 15,600        $ 15,600
       Loan costs                      45,371          51,395          57,420
       Patent costs                    42,343          42,343          42,343
       Investment in Pereslav          55,000          55,000          55,000
       Material rights                136,835          86,666          54,638
       Other                              147             147              --
                                     --------        --------        --------
                                     $295,296        $251,151        $225,001
                                     ========        ========        ========
</TABLE>

NOTE 17.  CONTINGENCIES

Debt assumption:

On April 1, 1997 Company reacquired certain real estate of Thermastructure, Ltd.
by assuming obligations owed to the Industrial Development Authority (IDA)
amounting to $775,818.

As of December 31, 2000 Company remains primarily liable on debt assumed as part
of transfer of certain real estate. Outstanding balance on this debt amounted to
$582,083 as of December 31, 2000.

Going concern:

The Company's financial statements have been presented on the basis that it is a
going concern, which contemplates the realization of assets and the satisfaction
of liabilities in the normal course of business.

As shown in the accompanying financial statements the Company had a significant
loss for the year amounting to $1,075,912. At December 31, 2000 the Company had
an accumulated deficit of $447,335. The company has a negative net working
capital of $799,592. These conditions create an uncertainty as to the Company's
ability to continue as a going concern. Management has taken certain steps to
increase revenue and reduce operating expenses to help restore profitability.
The ability of the Company to continue as a going concern is dependent upon the
success of these actions. The financial statements do not include any
adjustments relating to the recoverability of recorded asset amounts or the
amounts of liabilities that might be necessary should the Company be unable to
continue as a going concern.



                                       29
<PAGE>   30


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 17.  CONTINGENCIES (CONTINUED)

Legal matters:

In the normal course of business, the Company is involved in various legal
proceedings. In the opinion of management, any liability resulting from such
proceedings would not have a material adverse effect on the Company's
consolidated financial statements.

NOTE 18.  NET INCOME PER COMMON SHARE AND COMMON SHARE EQUIVALENT

Basic earnings per share excludes dilution and is computed by dividing net
income by the weighted-average number of common shares outstanding for the
period. Diluted earnings per share is computed by dividing net income by the sum
of the weighted-average number of common shares outstanding for the period and
the number of equivalent shares assumed outstanding under the Company's stock
option plans.

Options held to purchase 400,000 common shares at $.81 were not dilutive and
were outstanding at December 31, 2000 and 1999. These shares are not included in
the diluted earnings per share calculation because the options' exercise price
was greater than the average market price of the common shares. Diluted earnings
per share was calculated as follows:

<TABLE>
<CAPTION>
                                                     2000                 1999
                                                  -----------         -----------
<S>                                               <C>                 <C>
Net income to common stockholders                 $(1,075,912)        $   272,252
                                                  ===========         ===========

Weighted average common shares outstanding          4,005,360           4,059,352

Share equivalents, due to stock options                    --                  --
                                                  -----------         -----------
                                                    4,005,360           4,059,352
                                                  ===========         ===========

Net income per share-diluted                      $      (.27)        $       .07
                                                  ===========         ===========
</TABLE>

NOTE 19.  STOCK OPTION PLANS

During the year Company approved two Stock Option Plans, the 1998 Stock Option
Plan and the 1998 Non-employee Directors Stock Option Plan. Both Plans contained
retroactive effective dates of July 8, 1998 and September 28, 1998,
respectively.

The Company's 1998 Stock Option Plan (the Plan) authorizes the granting of stock
options, up to a total of 375,000 shares of common stock, to any employee of the
Company. Under the Plan, the exercise price of each option equals fair market
value of the Company's stock on the grant date, and an option's maximum term is
ten years. If the employee is a 10% shareholder the exercise price of each
option shall not be less than 110% of the fair market value on the grant date,
and an option's maximum term is five years.

The Company's 1998 Non-employee Directors Stock Option Plan (the Plan)
authorizes the granting of stock options, up to a total of 125,000 shares of
common stock, to the directors of the Company who are not otherwise employees of
the Company or any Subsidiary and were not employees for a period of at least
one year before the date of grant of an option under the Plan. Under the Plan,
the exercise price of each option equals fair market value of the Company's
stock on grant date, and an option's maximum term is ten years.




                                       30
<PAGE>   31

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 19.  STOCK OPTION PLANS (CONTINUED)

A summary of the status of the Company's Stock Option Plans as of December 31,
2000, and the changes during the year is presented below:

<TABLE>
<CAPTION>
                                FIXED OPTIONS                            SHARES          WEIGHTED-AVERAGE EXERCISE PRICE
                                -------------                            ------          -------------------------------
<S>                                                                     <C>             <C>
           January 1, 2000                                               400,000                        $.81
           Granted                                                            --                          --
           Exercised                                                          --                          --
           Forfeited                                                          --                          --
                                                                         -------
           December 31, 2000                                             400,000                        $.81
                                                                         =======

           Exercisable at December 31, 2000                              400,000                        $.81

           Options available for grant at December 31, 2000              100,000                        $.81
</TABLE>

The range of option prices for options outstanding as of December 31, 2000, was
$.81 with a weighted average remaining contractual life of approximately 8
years.

If the Company had used the fair value based method of accounting for its
Employee Stock Option Plan, as prescribed by Statements of Financial Accounting
Standards No. 123, compensation cost in net income for the year ended December
31, 2000 would have increased by $324,000, resulting in net loss of
$(1,399,912), net of tax. The basic and diluted earnings per share would have
been $(.32).

The fair value of each option grant of $.81 is estimated on the date of grant
using the exercise price since fair value could not be reasonably estimated at
grant date.

NOTE 20.  STOCK REPURCHASE PLAN

Board of Directors has authorized the Company to repurchase up to 200,000 shares
of the Company's common stock. The Company purchased 59,240 shares for
approximately $25,000, increasing the total number of shares purchased pursuant
to the Stock Repurchase Plan to 116,740 shares.

NOTE 21.  LIQUIDATION OF SUBSIDIARY

During 1999, RADVA Corporation (the Company) acquired the minority interest of
Thermastructure XT Corp. This made Thermastructure XT Corp. a wholly owned
subsidiary of the Company. At December 22, 1999 the Company elected to liquidate
subsidiary and combine the assets and liabilities with the Company's assets and
liabilities. Generally this type of transaction would be accounted for using the
purchase method of accounting, however, with transfers between entities under
common control, a parent company may transfer net assets of a wholly owned
subsidiary to itself and liquidate subsidiary. This type of transfer is
accounted for at historical cost in a manner similar to a pooling of interest.
As a result of this transfer the Company recorded an increase in paid-in capital
of $51,504.



                                       31
<PAGE>   32

                        RADVA CORPORATION AND SUBSIDIARY

                   SCHEDULE V - PROPERTY, PLANT AND EQUIPMENT
                  YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998

<TABLE>
<CAPTION>
                                                                                            OTHER
                                      BALANCE                                              CHANGES
                                         AT                                                  ADD           BALANCE
                                     BEGINNING         ADDITIONS                           (DEDUCT)        AT END
     CLASSIFICATION                    OF YEAR          AT COST         RETIREMENTS         (A) (B)        OF YEAR
     --------------                  ----------        ----------       -----------        --------       ----------
<S>                                  <C>               <C>               <C>              <C>            <C>
Year ended December 31, 1998:
   Land and improvements             $  312,737        $       --        $  130,229        $    --        $  182,508
   Buildings and improvements         2,830,910           925,148           704,823             --         3,051,235
   Machinery and equipment            4,411,300           859,230           974,047         15,995         4,312,478
   Transportation equipment             278,793            79,100            18,978             --           338,915
   Office equipment                     249,778            46,634            47,288             --           249,124
                                     ----------        ----------        ----------        -------        ----------

                                     $8,083,518        $1,910,112        $1,875,365        $15,995        $8,134,260
                                     ==========        ==========        ==========        =======        ==========

Year ended December 31, 1999:

   Land and improvements             $  182,508        $    1,887        $       --        $    --        $  184,395
   Buildings and improvements         3,051,235            60,718                --             --         3,111,953
   Machinery and equipment            4,312,478           936,125            34,638             --         5,213,965
   Transportation equipment             338,915            59,590            32,545             --           365,960
   Office equipment                     249,124            40,702                --             --           289,826
                                     ----------        ----------        ----------        -------        ----------

                                     $8,134,260        $1,099,022        $   67,183        $    --        $9,166,099
                                     ==========        ==========        ==========        =======        ==========

Year ended December 31, 2000:

   Land and improvements             $  184,395        $       --        $   12,549        $    --        $  171,846
   Buildings and improvements         3,111,953             8,567                --             --         3,120,520
   Machinery and equipment            5,213,965           544,854                --             --         5,758,819
   Transportation equipment             365,960            21,746            15,577             --           372,129
   Office equipment                     289,826            11,343                --             --           301,169
                                     ----------        ----------        ----------        -------        ----------

                                     $9,166,099        $  586,510        $   28,126        $    --        $9,724,483
                                     ==========        ==========        ==========        =======        ==========
</TABLE>



(A)  During 1999, 1998 and 1997, the Company placed in service certain
     property which has previously been classified as inventory.

(B)  During 1997 the Company acquired ninety (90) percent of
     Thermastructure XT Corp. in a noncash transaction.


                                       32
<PAGE>   33

                        RADVA CORPORATION AND SUBSIDIARY

                   SCHEDULE VI - ACCUMULATED DEPRECIATION AND
                  AMORTIZATION OF PROPERTY, PLANT AND EQUIPMENT
                  YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998

<TABLE>
<CAPTION>
                                                       ADDITIONS                        OTHER
                                      BALANCE           CHARGED                        CHANGES
                                        AT              TO COST                          ADD           BALANCE
                                     BEGINNING            AND                          (DEDUCT)         AT END
     CLASSIFICATION                   OF YEAR          EXPENSES      RETIREMENTS         (A)           OF YEAR
     --------------                  ----------        ---------     -----------       --------       ----------
<S>                                  <C>               <C>             <C>              <C>           <C>
Year ended December 31, 1998:

   Land and improvements             $   24,331        $     --        $     --         $  --         $   24,331
   Buildings and improvements         1,176,341         102,350          27,040            --          1,251,651
   Machinery and equipment            1,889,845         298,193         117,479            --          2,070,559
   Transportation equipment             151,208          51,813          25,113            --            177,908
   Office equipment                     153,920          27,985          15,090            --            166,815
                                     ----------        --------        --------         -----         ----------

                                     $3,395,645        $480,341        $184,722         $  --         $3,691,264
                                     ==========        ========        ========         =====         ==========

Year ended December 31, 1999:

   Land and improvements             $   24,331        $     --        $     --         $  --         $   24,331
   Buildings and improvements         1,251,651         111,773              --            --          1,363,424
   Machinery and equipment            2,070,559         384,043          34,638            --          2,419,964
   Transportation equipment             177,908          70,880          32,545            (1)           216,242
   Office equipment                     166,815          29,870              --            --            196,685
                                     ----------        --------        --------         -----         ----------

                                     $3,691,264        $596,566        $ 67,183         $  (1)        $4,220,646
                                     ==========        ========        ========         =====         ==========

Year ended December 31, 2000:

   Land and improvements             $   24,331        $     --        $     --         $  --         $   24,331
   Buildings and improvements         1,363,424         112,596              --            --          1,476,020
   Machinery and equipment            2,419,964         452,095              --            --          2,872,059
   Transportation equipment             216,242          71,282          10,577            --            276,947
   Office equipment                     196,685          34,030              --            --            230,715
                                     ----------        --------        --------         -----         ----------

                                     $4,220,646        $670,003        $ 10,577         $  --         $4,880,072
                                     ==========        ========        ========         =====         ==========
</TABLE>

(A)  During 2000, 1999 and 1998, the Company placed in service certain
     property, which has previously been classified as inventory.


                                       33
<PAGE>   34

                        RADVA CORPORATION AND SUBSIDIARY

                SCHEDULE VIII - VALUATION AND QUALIFYING ACCOUNTS
                  YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998

<TABLE>
<CAPTION>
                                                           ADDITIONS
                                                     --------------------
                                     BALANCE         CHARGED      CHARGED
                                       AT               TO           TO                           BALANCE
                                    BEGINNING        COST AND      OTHER                          AT END
   DESCRIPTION                       OF YEAR         EXPENSES     ACCOUNTS    DEDUCTIONS (A)      OF YEAR
   -----------                      ---------        --------     --------    --------------      --------
<S>                                <C>              <C>          <C>         <C>                 <C>
Year ended December 31, 1998:
   Allowance for doubtful
     accounts                        $106,423        $ 6,717        $   --        $     --        $113,140
                                     ========        =======        ======        ========        ========

Year ended December 31, 1999:
   Allowance for doubtful
     accounts                        $113,140        $17,957        $   --        $  5,165        $125,932
                                     ========        =======        ======        ========        ========

Year ended December 31, 2000:
   Allowance for doubtful
     accounts                        $125,932        $59,982        $   --        $102,340        $ 83,574
                                     ========        =======        ======        ========        ========
</TABLE>

(A)  Represents uncollectible amounts written off, net of recoveries.


                                       34
<PAGE>   35
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

       None.

                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Information as to the Company's directors is incorporated by reference to
material contained under the heading "Election of Directors" in the Company's
proxy statement for its annual meeting of stockholders scheduled for June 28,
2001.

Information as to the Company's executive officers is set forth under the
heading "Executive Officers" in ITEM 1 of this report.

ITEM 11. EXECUTIVE COMPENSATION

Information as to executive compensation is incorporated by reference to
material contained under the headings "Cash Compensation" and "Compensation
Plans" in the Company's proxy statement for its annual meeting of stockholders
scheduled for June 28, 2001.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Information as to the security ownership of certain beneficial owners and
management is incorporated by reference to material contained under the heading
"Principal Stockholders" in the Company's proxy statement for its annual meeting
of stockholders scheduled for June 28, 2001.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Information as to certain relationships and related transactions is incorporated
by reference to material contained under the heading "Certain Relationships and
Related Transactions" in the Company's proxy statement for its annual meeting of
stockholders scheduled for June 28, 2001.

                                     PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a)  (1)  Financial Statements (Included in PART II)

          See ITEM 8 in PART II

(a)  (2)  Financial Statement Schedules (Included in PART II)

          See ITEM 8 in PART II


                                       35
<PAGE>   36

(a)  (3)  Exhibits

The exhibits filed with this report and the documents incorporated by reference
as exhibits to this report are described below.

                  (3)(a) Articles of Incorporation of the Company (Incorporated
by reference to Exhibit B to Registration Statement No. 0-15464 filed with the
Securities and Exchange Commission on March 9, 1987).

                  (3)(b) Bylaws of the Company (Incorporated by reference to
Exhibit C to Registration Statement No. 0-15464 filed with the Securities and
Exchange Commission on March 9, 1987).

                  (4)(a) Bond Purchase Agreement dated as of October 1, 1981
among the Industrial Development Authority of the City of Portsmouth, First &
Merchants National Bank, and the Company; Agreement of Sale dated as of October
1, 1981 between the Industrial Development Authority of the City of Portsmouth
and the Company; Assignment Agreement dated as of October 1, 1981 between the
Industrial Development Authority of the City of Portsmouth and First & Merchants
National Bank; $550,000 promissory note of the Company; Deed of Trust dated as
of October 1, 1981 between the Industrial Development Authority of the City of
Portsmouth and Joseph S. Lovering, Jr. and William H. West, as trustees
(Incorporated by reference to Exhibit 4(a) to Registration Statement No. 33-5319
filed with the Securities and Exchange Commission on June 25, 1986).

                  (4)(b) Letter of Commitment dated October 9, 1984 between the
Company and Sovran Bank, N.A.; $1,000,000 promissory note of the Company; Deed
of Trust dated as of October 10, 1984 between the Company and Joel S. Rhew and
H. Gregory Kilduff, as trustees; Security Agreement dated as of October 10, 1984
between the Company and Sovran Bank, N.A. (Incorporated by reference to Exhibit
4(b) to Registration Statement No. 33-5319 filed with the Securities and
Exchange Commission on June 25, 1986).

                  (4)(c) Letter of Commitment dated August 25, 1984 between the
Company and Sovran Bank, N.A. and related promissory note of the Company;
Security Agreement dated August 30, 1983 between the Company and First &
Merchants National Bank (*the predecessor to Sovran Bank, N.A.); Accounts
Receivable and Inventory Reporting Service Instructions dated March 18, 1986;
Collateral Services Rate Agreement dated August 17, 1983 between the Company and
First & Merchants National Bank (Incorporated by reference to Exhibit 4(c) to
Registration Statement No. 33-5319 filed with the Securities and Exchange
Commission on June 25, 1986).

                  (4)(d) Letter of Commitment dated September 16, 1987 between
the Company and Sovran Bank, N.A. relating to a $1,000,000 line of credit.
(Incorporated by reference to Exhibit 4(d) of Registrant's 1987 Form 10-K).

                  (4)(e) In addition to the matters reported in Exhibits (4)(a)
through (4)(d) above, the long-term debt as shown on the consolidated balance
sheet of the Company at December 31, 1999 included additional obligations each
of which is less than 10% of the total assets of the Company. The documents
evidencing these obligations are omitted pursuant to Item 601(b)(4)(iii) of
Regulation S-K and will be furnished to the Securities and Exchange Commission
upon request.

                  (4)(f)  See Article III, Section 4 of Exhibit 3(a).


                                       36
<PAGE>   37

                  (4)(g) See Articles II, III, VI, VIII and IX of Exhibit
(3)(b).

                  (4)(h) Form of Stock Purchase Warrant (Incorporated by
reference to Exhibit 4(g) to Registration Statement No. 33-5319 filed with the
Securities and Exchange Commission on June 25, 1986).

                  (10)(a) Lease Amendment #1 dated August 26, 1989 between the
Company and Gil Gillis, Gwenda Gillis, and Gayla Gillis relating to premises
located at 2500 South Main Street, Highway 293, Kennesaw, Georgia (Incorporated
by reference to Exhibit 10(a) of Registrant's 1987 Form 10-K).

                  (10)(b) Lease dated February 20, 1986 between Guam Capital
Investment Corporation and the Company relating to premises located at Lot No.
236, Agat, Guam (Incorporated by reference to Exhibit 10(c to Registration
Statement No. 33-5319 filed with the Securities and Exchange Commission on June
25, 1986).

                  (10)(c) Lease dated April 29, 1986 between Chuckatuck
Partnership and the Company relating to the Company's principal executive office
space in Radford, Virginia (Incorporated by reference to Exhibit 10(d) to
Registration Statement No. 33-5319 filed with the Securities and Exchange
Commission on June 25, 1986).

                  (10)(d) Lease dated July 1, 1987 between the Atlantic
Richfield Company and James M. Chamberlain and Patsy L. Chamberlain, as trustees
of the Chamberlain Family Trust, relating to premises located at 3802 East
Broadway, Phoenix, Arizona.

                  (10)(e) Agreement dated March 31, between the Department of
the Army and the Company relating to the construction of U.S. military housing
in Edgewood, Maryland. (Incorporated by reference to Exhibit 10(e) of
Registrant's 1987 Form 10-K).

                  (10)(f) Agreement dated September 1, 1987 between Zublin
Delaware, Inc. and the Company relating to the construction of U.S. military
housing in Vilseck, West Germany. (Incorporated by reference to Exhibit 10(f) of
Registrant's 1987 Form 10-K.)

                  (10)(g) Agreement dated as of July 1, 1985 between ARCO
Chemical Company and the Company relating to the sale of various copolymer
resins (Incorporated by reference to Exhibit 10(g) to Registration Statement No.
33-5319 filed with the Securities and Exchange Commission on June 25, 1986.)

                  (10)(h) Agreement dated as of April 11, 1986 between ARCO
Technology, Inc. and the Company relating to a license of certain manufacturing
rights (Incorporated by reference to Exhibit 10(h) to Registration Statement No.
33-5319 filed with the Securities and Exchange Commission on June 5, 1986.)

                  (10)(i) Bank of Virginia Trust Company Prototype Plan and
Trust Agreement and accompanying Joinder Agreement (Incorporated by reference to
Exhibit 10(i) to Registration Statement No. 33-5319 filed with the Securities
and Exchange Commission on June 24, 1986.)

                  (10)(j) 1986 Stock Option Plan for employees of the Company
(Incorporated by reference to Exhibit 10(j) to Registration Statement No.
33-5319 filed with the Securities and Exchange Commission on June 24, 1986.)

                  (10)(k) Settlement Agreement dated June 19, 1986 among the
Company, Luther I. Dickens, and Great Northern Corporation (Incorporated by
reference to Exhibit 10(k) to Registration Statement No. 33-5319
filed with the Securities and Exchange Commission on June 24, 1986.)


                                       37
<PAGE>   38

                  (10)(l) Purchase Agreement dated December 31, 1987 between the
Company and the Atlantic Richfield Company (Incorporated by reference to Exhibit
10 to the Company's current report on Form 8-K filed with the Securities and
Exchange Commission on January 13, 1988.

                  (11) Statement recomputation of per share earnings.

(b)     Reports on Form 8-K

        None

(c)     Exhibits

        See ITEM 14(a)(3) above.

(d)     Financial Statement Schedules

        See ITEM 14(a)(2) above.



                                       38
<PAGE>   39




                                   SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities and
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.

                                                        RADVA Corporation


Dated:                        May 3, 2001      By /s/ Luther I. Dickens
                                                 -------------------------------
                                                        Luther I. Dickens
                                                        Chief Executive Officer


     Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.


Dated:                        May 3, 2001     By /s/ Luther I. Dickens
                                                 -------------------------------
                                                        Luther I. Dickens
                                                        Chief Executive Officer


Dated:                        May 3, 2001     By /s/ James M. Hylton
                                                 -------------------------------
                                                        James M. Hylton
                                                        Director

Dated:                        May 3, 2001     By /s/ Rush G. Allen
                                                 -------------------------------
                                                        Rush G. Allen
                                                        Director

Dated:                        May 3, 2001     By /s/ J. Granger Macfarlane
                                                 -------------------------------
                                                        J. Granger Macfarlane
                                                        Director

Dated:                        May 3, 2001     By /s/ Stephen L. Dickens
                                                 -------------------------------
                                                        Stephen L. Dickens
                                                        President and Director


Dated:                        May 3, 2001     By /s/ David B. Kinney
                                                 -------------------------------
                                                        David B. Kinney
                                                        Director


                                       39