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

                                    FORM 10-K

[X]   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND
      EXCHANGE ACT OF 1934

[_]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 1999      Commission File Number 33-60714

                           IVEX PACKAGING CORPORATION
             (Exact name of registrant as specified in its charter)

                    DELAWARE                         76-0171625
          (State or other jurisdiction               (I.R.S.  Employer
                of incorporation)                    Identification No.)

               100 TRI-STATE DRIVE                   60069
             LINCOLNSHIRE, ILLINOIS                  (Zip Code)
     (Address of Principal Executive Office)

       Registrant's Telephone Number, including area code: (847) 945-9100

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

       TITLE OF EACH CLASS:           NAME OF EACH EXCHANGE ON WHICH REGISTERED:
  Common Stock, $0.01 par value       New York Stock Exchange
  Common Stock, $0.01 par value       Chicago Stock Exchange

        Securities registered pursuant to Section 12(g) of the Act: None

     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 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. [X]

     The aggregate market value of the voting stock held by non-affiliates of
the Registrant was $130,827,710 million based upon the closing price of $7.00 on
March 1, 2000.

     At March 1, 2000, 20,947,269 shares of Common Stock, par value of $0.01,
were outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

     Parts I, II and III incorporate by reference portions of the Registrant's
Annual Report to Security Holders and Proxy Statement for the fiscal year ended
December 31, 1999 relating to the Annual Meeting of Stockholders to be held on
April 26, 2000.

<PAGE>   2
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                  PAGE
                                         PART I

   <S>         <C>                                                                 <C>
   Item 1.     Business                                                              3
   Item 2.     Properties                                                            9
   Item 3.     Legal Proceedings                                                    10
   Item 4.     Submission of Matters to a Vote of Security Holders                  10

                                         PART II

   Item 5.     Market for the Registrant's Common Equity and Related
               Stockholder Matters                                                  12
   Item 6.     Selected Financial Data                                              12
   Item 7.     Management's Discussion and Analysis of Financial Condition
               and Results of Operations                                            12
   Item 7A.    Quantitative and Qualitative Disclosures About Market Risk           13
   Item 8.     Financial Statements and Supplementary Data                          13
   Item 9.     Changes In and Disagreements with Accountants on Accounting
               and Financial Disclosures                                            13

                                         PART III

   Item 10.    Directors and Executive Officers of the Registrant                   14
   Item 11.    Executive Compensation                                               14
   Item 12.    Security Ownership of Certain Beneficial Owners and Management       14
   Item 13.    Certain Relationships and Related Transactions                       14

                                         PART IV

   Item 14.    Exhibits, Financial Statement Schedules, and Reports on Form 8-K     14
</TABLE>



                                       2
<PAGE>   3

                                     PART I

ITEM 1.  BUSINESS

GENERAL

     Ivex Packaging Corporation, a Delaware corporation (the "Company" or
"Ivex"), is a vertically integrated specialty packaging company that designs and
manufactures value-added plastic and paper-based flexible packaging products
for the consumer and technical packaging markets. Ivex focuses on niche markets
which management believes provide attractive margins and growth and where the
Company's integrated manufacturing capabilities can enhance its competitive
position. Ivex serves a variety of markets, providing packaging for food,
medical devices and electronic goods and protective packaging for industrial
products.

MARKETS

     Consumer Packaging. The Consumer Packaging product group designs and
manufactures plastic and paper-based products for food and consumer packaging
applications. The Company produces a broad array of items, including plastic
containers for prepared foods, produce and baked goods; specialty paper products
such as fluted baking cups and liners for cookies and other baked goods; and
microwaveable packaging materials. The Consumer Packaging product group markets
its products to a variety of end users, including national wholesale bakeries,
supermarket chains, foodservice distributors, fast-food chains and major
agricultural growers. The Company also manufactures a variety of plastic sheet
and film products from several different resins for internal use and sales to
third party converters. Ivex is the leading producer of oriented polystyrene
("OPS") sheet in North America. The Consumer Packaging product group represented
approximately 61% of the Company's net sales and 69% of the Company's Adjusted
EBITDA during the year ended December 31, 1999. The Company's Consumer Packaging
product group is hereinafter sometimes referred to as "Consumer Packaging".

     Technical Packaging. The Technical Packaging product group manufactures and
coats film, paper and foil products for protective packaging and manufactures
plastic-based products for applications in the medical and electronics
industries. These products are marketed primarily to consumer durable goods
manufacturers, automotive companies, other industrial manufacturers, integrated
paper producers, medical equipment suppliers and electronics manufacturers. The
Company produces products for some of the fastest growing applications in the
protective packaging industry, including film and paper maskings and
self-sealing coated packaging applications. The Company also manufactures a
variety of recycled kraft paper made from post-consumer and post-industrial
fibers. The Technical Packaging product group represented approximately 39% of
the Company's net sales and 31% of the Company's Adjusted EBITDA during the year
ended December 31, 1999. The Company's Technical Packaging product group is
hereinafter sometimes referred to as "Technical Packaging".

     The Company's principal operating subsidiary is IPC, Inc. ("IPC") and IPC's
principal domestic operating subsidiaries are Kama of Illinois Corporation,
Plastofilm Industries, Inc., Ultra Pac, Inc. and Ivex Paper Mill Corporation and
principal foreign operating subsidiaries are Ivex Corporation, Ivex Holdings,
Ltd. and Ivex Plastic Packaging B.V. The following trademarks used herein are
owned by the Company or one of its affiliates: Ivex(R), Kama(R), Plastofilm(R),
Ultra Pac(R) M&R(TM), Jet-Pak(R), Jet-Lite(R) and Jet-Cor(TM).

     On October 6, 1997, the Company completed its initial public offering of
9,660,000 shares of its common stock (the "1997 Common Stock Offering") pursuant
to which the Company received net proceeds of $117.3 million which it used,
together with the proceeds of a $475.0 million amended and restated credit
facility, to redeem all of its then outstanding 13 1/4% Senior Discount
Debentures and all of IPC's then outstanding 12 1/2% Senior Subordinated Notes.
On May 27, 1998, the Company completed a secondary offering of 4,000,000 shares
of its common stock pursuant to which the Company sold 500,000 shares of common
stock for net proceeds of $10,707,000. The Company used these net proceeds to
reduce borrowings under its revolving credit facility. On November 20, 1998,
the Company contributed certain paper assets to Packaging Holdings, L.L.C., in
return for a non-consolidated 48.2% joint venture interest.

     The Company's principal executive offices are located at 100 Tri-State
Drive, Suite 200, Lincolnshire, Illinois 60069, and its telephone number is
(847) 945-9100.



                                       3
<PAGE>   4
GENERAL DESCRIPTION

    The following table illustrates the products that Ivex manufactures:

<TABLE>
<CAPTION>
                                   12 MONTHS ENDED
                                  DECEMBER 31, 1999
                          ---------------------------------
                                 NET            ADJUSTED
     PRODUCT GROUP              SALES            EBITDA             PRODUCT                CUSTOMERS            END PRODUCT USES
----------------------    ----------------  ---------------  ---------------------   ---------------------  ------------------------
 <S>                         <C>               <C>            <C>                    <C>                    <C>
 Consumer Packaging          $ 394,669         $  80,931      Plastic containers,    Supermarkets,          Plastic hinged and
                                                              corrugated paper       foodservice            two-piece containers,
                                                              liners and             distributors,          trays for deli foods,
                                                              specialty paper        fast food chains,      salads, cookies,
                                                              products, OPS sheet    bakery and             berries and cakes,
                                                              and film, HIPS sheet,  confectionery          film for envelopes
                                                              PET sheet, PP sheet,   companies,             and box windows,
                                                              PVC sheet and HDPE     food processors,       paper liners for
                                                              sheet                  plastic converters,    cookies, microwaveable
                                                                                     envelope and folding   packaging materials,
                                                                                     carton manufacturers   fluted bakery cups and
                                                                                                            specialty paper products

 Technical Packaging           248,357            36,071      Protective packaging,  Automotive companies,  Paper and film
                                                              including coated       consumer durables      protective masking
                                                              paper and plastic,     manufacturers, other   materials, cohesive
                                                              single face            industrial             self-sealing
                                                              corrugated             manufacturers,         packaging papers,
                                                              paper, plastic         paper distributors,    coated papers for
                                                              containers,            manufacturers of       stamps, labels and
                                                              shippers and mailers   postage stamps,        business forms,
                                                              and manufactured       business forms         single face corrugated
                                                              paper, including       and paper converters,  paper for packaging,
                                                              kraft papers and       and medical device     shippers and mailers,
                                                              specialty recycled     and supply companies   grocery and food
                                                              papers                 and electronics        bags and protective
                                                                                     manufacturers          plastic packaging for
                                                                                                            medical and electronics
                                                                                                            applications

 Corporate Expenses                               (8,158)
                             ---------         ---------
 Total                       $ 643,026         $ 108,844
                             =========         =========
</TABLE>


                                       4
<PAGE>   5


CONSUMER PACKAGING

     General. The Consumer Packaging product group is an integrated manufacturer
of plastic and paper products for use in a wide array of food applications. The
food packaging products are typically used for items sold in supermarkets,
wholesale and retail bakeries, fast-food restaurants and institutional
foodservice outlets.

     Products. Consumer Packaging's products consist primarily of thermoformed
plastic containers and paper products used in food packaging applications.
Thermoformed plastic packaging includes hinged and two-piece containers, trays
for delicatessen foods, salads, cookies, cakes and other items. Paper products
consist of single face corrugated paper liners for cookies and other baked
goods, microwaveable materials, fluted cups for baking and other specialty paper
products.

     As part of its integrated operations, Ivex manufactures OPS sheet and also
produces OPS film, high impact polystyrene ("HIPS") sheet, polyethylene
terephthelate ("PET") sheet, polypropylene ("PP") sheet, high density
polyethylene ("HDPE") sheet and polyvinyl chloride ("PVC") sheet. OPS sheet is
widely used in packaging applications where clarity, rigidity and material yield
are significant considerations. HIPS sheet is used in similar applications where
clarity is not as important, but where additional stress or crack resistance is
required. PET, PP, HDPE and PVC sheet are also typically used in applications
that require stress or crack resistance. OPS film is a thinner gauge version of
OPS sheet with applications primarily in windows for envelopes and folding
cartons as well as labels. The Company's OPS sheet and film, HIPS sheet, PET
sheet, PP sheet, HDPE sheet and PVC sheet are marketed under the Company's
Kama(R) brand name.

     Markets. The principal markets for Ivex's food packaging products include
supermarkets, particularly in-store bakery, delicatessen and prepared food
sections; national wholesale bakeries; and food service outlets, particularly
fast-food restaurants and institutions such as schools, hospitals and corporate
cafeterias.

     Ivex employs a national sales force to service each of the specific market
segments that it targets. Approximately half of the packaging customers are
serviced through distributors, with the balance serviced directly by the
Company's national account sales representatives. The Company also markets to
end-users served by its distributors, such as small and regional supermarkets
and convenience food outlets. Brokers are also used to further penetrate
specific geographic markets and access prospective customers.

     Manufacturing. The Company's plastic packaging products are manufactured
internally at the Company's two polystyrene polymerization, nine extrusion and
eleven thermoforming facilities. Polystyrene polymerization is the process of
converting liquid styrene monomer into polystyrene through heat and agitation
under high pressure. The Company produces high quality polystyrene as measured
by the polystyrene's low residual monomer levels.

     Extrusion is the process of converting plastic resin into plastic sheet and
film used in the thermoforming process. The Company is one of only two OPS
producers that have polystyrene polymerization manufacturing facilities.

     Ivex's plastic thermoforming and paper converting operations are
principally conducted in thirteen facilities located throughout North America
and Europe.

TECHNICAL PACKAGING

     General. The Technical Packaging product group is an integrated
manufacturer and coater of a variety of film, paper and foil products for
protective packaging, a manufacturer and coater of various grades of papers and
a manufacturer of plastic products used for medical and electronics packaging
applications.

     Products. Protective packaging products include protective paper and film
maskings; self-sealing coated packaging papers, films and corrugated paper;
heavy-duty mailing envelopes marketed under the brand names Jet-Lite(R),
Jet-Cor(TM) and Jet-Pak(R); sterility packaging for medical applications; and
cushioning products for the electronics industry. The Company's manufactured
papers include post-consumer and post-industrial recycled paper products
(including lightweight kraft paper for grocery and food bags and heavyweight
crepe kraft paper for bag closures). The Company's coated papers include
water-activated gummed papers used for postage stamps, labels, and envelopes,
release papers used for high-pressure decorative laminates, and laminations used
for lottery ticket stock and decorative labels. The Company's medical packaging
products typically are used by the major medical supply companies for sterility
packaging and its electronics packaging products generally are used as
cushioning materials.


                                       5
<PAGE>   6

     Markets. The Company's technical packaging products are used in a wide
variety of commercial and industrial applications.

     Ivex believes that it is one of the largest producers of industrial
protective masking materials in North America. The Company's products in this
market range from adhesive coated paper and films to coextruded films with
adhesive properties. These paper and film maskings are used to protect surfaces
during manufacturing, handling, storage and shipping. The Company's products
must meet specifications for a broad array of surfaces requiring protection,
including glass, plastic, wood, polished and painted metals, automotive trim,
plastic laminates, furniture and marble.

     Ivex applies adhesive and cohesive coatings to paper, films and single face
corrugated paper products for high-speed, high-volume, self-sealing packaging
applications. A cohesive package is designed to stick to itself and not to the
contents. The Company uses proprietary formulations of adhesive and cohesive
materials to meet specialized customer requirements. Typical end-users of
self-sealing packaging systems are the major U.S. automotive parts manufacturers
and book publishers. The Company also produces water-activated gummed printing
papers used for labels, commercial and postage stamps and business forms and
release papers that are used in the manufacture of high pressure decorative
laminates.

     All of Ivex's low density polyethylene film is used internally in the
production of its film masking and self-sealing packaging products and
approximately 19% of the Company's recycled kraft paper is used internally in
the production of single face corrugated paper, cohesive coated paper and
mailing envelopes. Principal third-party markets for the Company's manufactured
paper products are food packaging, industrial packaging, bag converting and
industrial converting, including grocery and food bags; envelopes; and bag
closures in pet food, seed, and fertilizer packaging. These markets require high
service levels, including fast delivery and the ability to produce a variety of
colors, weights and formulations. Customers for the Company's manufactured paper
products include large, integrated paper producers as well as packaging
companies.

     The principal markets for the Company's medical and electronics packaging
include medical device and supply manufacturers and electronics manufacturers.

     Manufacturing. Ivex's primary raw materials for protective packaging
products, principally low density polyethylene, specialty chemicals, paper and
extruded plastic sheet, are obtained from external sources as well as from the
Company's low density polyethylene extrusion facility, recycled paper mill
operations and other extrusion facilities.

     Ivex's coating and paper converting operations are conducted at ten
facilities throughout the U.S. and Canada while medical and electronics
packaging is manufactured at six facilities in North America, Europe and
Southeast Asia.

     All of the paper produced at the Company's three paper mills is made
entirely from post-consumer and post-industrial fibers, including old corrugated
containers ("OCC") and double-lined kraft ("DLK"). The Company was among the
first to use 100% recycled post-industrial fibers at one of its mills.

COMPETITION

     The Company operates in markets that are highly competitive and faces
substantial competition throughout all of its product lines from numerous
national and regional companies. Many of these competitors are considerably
larger than the Company and have substantially greater financial and other
resources than the Company, while others are significantly smaller with lower
fixed costs and greater operating flexibility. In addition to price, competition
with respect to many of the Company's products is based on quality, supplier
response time, service and timely and complete order fulfillment.

     The Company's main competitor in the supermarket and foodservice segments
is Pactiv Corporation. In the bakery area, the Company competes primarily with
Detroit Forming Inc. in plastic products and Fort James Corporation in paper
products. The Company competes with several manufacturers of OPS sheet,
including Detroit Forming and Plastic Suppliers, Inc. In the medical and
electronics markets, the Company competes with many regional thermoformers,
including Prent Corporation and Placon Corp. The Company competes primarily with
Dow Chemical Company in the OPS film market. Ivex's major competitors in
protective masking include a joint venture between Minnesota Mining and
Manufacturing Company and Sealed Air Corporation, American Biltrite, Inc. and
Main Tape Company, Inc. The Company competes primarily with Sealed Air
Corporation and AVI Products, Inc. in the mailing envelope market.





                                       6
<PAGE>   7

EMPLOYEES

     As of December 31, 1999, the Company had 34 employees at its Lincolnshire,
Illinois corporate headquarters and had 4,350 employees at plant locations, of
which 964 were salaried and 3,386 were hourly. Of the hourly workers,
approximately 1,205 were members of unions. The Company has collective
bargaining agreements with nine unions in effect with respect to certain hourly
employees at the Company's Joliet, Peoria, Chagrin Falls, Troy, Newton, Avenel,
Grove City, Elyria, Newcastle, Wakefield and Laval facilities. There have been
no significant interruptions or curtailments of operations due to labor disputes
in the last five years, and the Company believes that relations with its
employees are good. The collective bargaining agreements at the Company's
facilities in Elyria, Joliet, Peoria and Laval will expire in 2000; the
collective bargaining agreement at the Company's facilities in Grove City,
Newcastle and Wakefield will expire in 2001; and the collective bargaining
agreement at the Company's facilities in Avenel, Newton, Troy and Chagrin Falls
will expire in 2002.

RAW MATERIALS

     Styrene monomer, polystyrene, polyethylene, polypropylene, polyvinyl
chloride and various paper-based commodities (primarily recycled fiber)
constitute the principal raw materials used in the manufacture of the Company's
products. Generally, these raw materials are readily available from a wide
variety of suppliers. Costs for all of the significant raw materials used by the
Company tend to fluctuate with various economic factors which generally affect
the Company and its competitors. The availability of raw materials was adequate
during 1999 although prices for certain items such as styrene monomer,
polystyrene, OCC and DLK have been volatile and may continue to fluctuate, in
some instances adversely to the Company.

TRADEMARKS, PATENTS AND LICENSES

     While the Company has registered and unregistered trademarks for many of
its product lines, these trademarks, other than the Company's rights to the
trademarks "Ivex(R)", "Ultra Pac(R)", "Plastofilm(R)" and "Kama(R)", are not
considered material to the conduct of the Company's business. The Company owns
or licenses a number of patents but such patents and licenses are not considered
material to the conduct of the Company's business and the Company does not
believe that any of its businesses are substantially dependent on patent
protection. The Company's material proprietary technologies are considered by
the Company to be trade secrets and know-how and are not protected by patents or
licenses.

CUSTOMERS, SALES AND BACKLOG

     No material portion of the Company's business is dependent upon a single or
very few customers, except that the Company's extruded OPS film is sold
principally to one customer with which the Company believes that it has a good
relationship. No one customer accounted for more than 10% of the Company's
aggregate net sales for the fiscal year ended December 31, 1999. In general, the
backlog of orders is not significant or material to an understanding of the
Company's businesses.





                                       7
<PAGE>   8
ENVIRONMENTAL MATTERS AND GOVERNMENT REGULATION

     The past and present business operations of the Company and the past and
present ownership and operations of real property by the Company are subject to
extensive and changing federal, state, local and foreign environmental laws and
regulations pertaining to the discharge of materials into the environment, the
handling and disposition of wastes (including solid and hazardous wastes) or
otherwise relating to the protection of the environment. As is the case with
manufacturers in general, if a release of hazardous substances occurs on or from
the Company's properties or any associated offsite disposal location, or if
contamination from prior activities is discovered at any of the Company's
properties, the Company may be held liable. From time to time, the Company is
involved in regulatory proceedings and inquiries relating to compliance with
environmental laws, permits and other environmental matters.

     The Company is currently involved with environmental remediation and
on-going maintenance at certain of its facilities. The Company believes that the
costs of such remediation have been adequately reserved for and that such costs
are unlikely to have a material adverse effect on the Company. No assurance can
be given, however, that additional environmental issues relating to the
presently known remediation matters or identified sites or to other sites or
matters will not require additional investigation, assessment or expenditures.
The Company has a reserve of approximately $1.6 million as of December 31, 1999
for its known future environmental remediation costs. Because an environmental
reserve is not established until a liability is determined to be probable and
reasonably estimable, all potential future remedial costs may not be covered by
this reserve. The Company has made and will continue to make capital
expenditures to maintain compliance with environmental requirements. The Company
does not expect its 2000 and 2001 spending on environmental capital projects to
be material.

     During 1991, the Company responded to an information request regarding the
Global Landfill, New Jersey site and since such time has not received any
further notifications regarding such site. During 1993, the Company was named a
PRP at the Delta Chemicals, Pennsylvania Superfund site and in 1995 the Company
paid a de minimis settlement of less than $20,000 at that site. During 1995, the
Company paid $500 in connection with a de minimis consent order relating to the
American Chemical Service site. In addition, over the past few years, the
Company has received notices of potential liability relating to three Superfund
sites for which the Company believes a former owner of the facilities subject to
such notices will be responsible, and the Company has forwarded such notices to
such former owner and has had no further involvement at those sites. In
addition, during 1996 the Company answered a complaint regarding the Huth Oil,
Ohio Superfund site and during 1997 this claim was voluntarily dismissed by the
plaintiffs in the action. In addition, during 1998, the Company received a
notice for potential liability relating to the Pfohl Brothers Cheektowaga, New
York landfill site but to date has not received any further notifications
regarding such site, and during 1999, the Company received a request for
information regarding wastewater discharges to the Fox River and the Green Bay,
but to date has not received any further notifications regarding such site.
Although the Company endeavors to carefully manage its waste, because Superfund
liability is strict and retroactive, it is possible that in the future the
Company may be identified as a PRP with respect to other waste disposal sites.

     The plastics industry, in general, and the Company also are subject to
existing and potential federal, state, local and foreign legislation designed to
reduce solid wastes by requiring, among other things, plastics to be degradable
in landfills, minimum levels of recycled content, various recycling
requirements, disposal fees and limits on the use of plastic products. In
addition, various consumer and special interest groups have lobbied from time to
time for the implementation of these and other such similar measures. Although
the Company believes that the legislation promulgated to date and such
initiatives to date have not had a material adverse effect on the Company, there
can be no assurance that any such future legislative or regulatory efforts or
future initiatives would not have a material adverse effect on the Company.

     The United States Food and Drug Administration (the "FDA") regulates the
content of direct-contact food containers and packages, including containers and
packages made from recycled OPS and paper products. The FDA currently limits the
amount of recycled materials that can be used in such containers and packages.
To comply with these regulations, the Company has instituted various compliance
programs.

FINANCIAL INFORMATION ABOUT SEGMENTS

     The Company's financial information about industry segments will be set
forth in the Company's Annual Report to Stockholders relating to the Annual
Meeting of Stockholders to be held on April 26, 2000.


                                       8
<PAGE>   9
FINANCIAL INFORMATION ABOUT GEOGRAPHIC AREAS

     The Company's financial information about geographic areas will be set
forth in the Company's Annual Report to Stockholders relating to the Annual
Meeting of Stockholders to be held on April 26, 2000.

ITEM 2.  PROPERTIES

     The Company and its subsidiaries use various owned and leased plants,
warehouses and other facilities in their operations. The facilities are
considered to be suitable and adequate for the conduct of the businesses
involved although the machinery, plant and equipment at such facilities are,
from time to time, subject to scheduled and unscheduled maintenance. As of March
1, 2000, the Company had thirty-four non-warehouse facilities and, except as
noted below, all are owned by IPC or a subsidiary of IPC. With certain limited
exceptions, all of the owned real estate is subject to mortgages securing IPC's
indebtedness under the Company's existing credit facility.


<TABLE>
<CAPTION>
       LOCATION                          FUNCTION/SEGMENT                    SQUARE FOOTAGE
---------------------------      -----------------------------------         --------------
<S>                              <C>                                             <C>
Domestic
Avenel, NJ(1)                    Extrusion                                        55,000
Bellwood, IL                     Paper Converting and Film Coating                71,000
Bellwood, IL(2)                  Paper Converting                                 71,000
Bridgeview, IL                   Paper Converting                                115,000
Chagrin Falls, OH                Paper Mill                                      120,000
Cumberland, RI                   Thermoforming                                    60,000
Elyria, OH(3)                    Extrusion                                        80,000
Grant Park, IL                   Thermoforming/Engineering                       184,000
Grove City, PA(4)                Thermoforming                                   236,000
Hazleton, PA(5)                  Polymerization/Extrusion                        166,000
Joliet, IL                       Paper Mill/Paper Converting                     410,000
Lompoc, CA(6)                    Thermoforming                                    93,000
Madison, GA                      Thermoforming/Paper Converting                  141,000
Manteno, IL                      Extrusion                                       105,000
Newton, MA(7)                    Paper and Film Converting/Coating               225,000
Peoria, IL                       Paper Mill                                      234,000
Rogers, MN(8)                    Thermoforming/Extrusion                         240,000
Sparks, NV(9)                    Thermoforming                                    40,000
Troy, OH                         Paper Converting/Coating                        320,000
Visalia, CA                      Thermoforming/Paper Converting                  144,000
Wakefield, MA                    Paper Converting                                 98,000
Wheaton, IL                      Thermoforming/Engineering                       120,000

International
D'Albon, France                  Thermoforming                                    17,000
Enniskillen, Northern
  Ireland(10)                    Thermoforming/Engineering                        16,000
Hong Kong, China(11)             Thermoforming                                    29,000
Laval, Quebec                    Thermoforming/Extrusion/Engineering              60,000
Longueuil, Quebec                Thermoforming/Paper Converting                   32,000
Monterrey, Mexico(12)            Thermoforming                                    24,000
Newcastle, Ontario               Extrusion                                        45,000
Raamsdonksveer,
Netherlands                      Extrusion                                        78,000
Sedgefield, England              Thermoforming/Extrusion                          48,000
Summerstown, Ontario             Thermoforming                                    55,000
Sungai Petani, Malaysia (13)     Thermoforming                                    38,000
Toronto, Ontario                 Paper Converting                                 54,000
</TABLE>


                                     9
<PAGE>   10
 (1) Leased facility, with its lease expiring on December 31, 2003, subject to
     IPC's right to extend the lease for two successive five-year periods upon
     IPC's written notice to the lessor thereof not more than 12 nor less than 6
     months prior to the end of the then current lease term.

 (2) Leased facility, with its lease expiring on January 8, 2003.

 (3) Leased facility, with its lease expiring on September 30, 2001, subject to
     IPC's right to extend the lease for an additional five-year period and,
     upon specified terms and conditions, to purchase the property.

 (4) This facility is held subject to an installment sales contract with Grove
     City Industrial Development Corporation that holds title to the facility.

 (5) Leased facility, with its lease expiring on October 4, 2003, subject to
     IPC's right to extend the lease for one successive five-year period upon
     IPC's written notice to lessor not more than 24 nor less than 6 months
     prior to the end of the lease term.

 (6) Leased facility, with its lease expiring on April 30, 2004, subject to the
     Company's right to extend the lease for three additional five-year periods
     upon written notice thereof at least 120 days prior to the end of the then
     existing lease term.

 (7) Leased facility, with its lease expiring on December 5, 2001, with three
     one-year options to extend.

 (8) A portion of this facility is leased with the three leases expiring on
     January 1, 2002, February 1, 2010 and February 1, 2010. Each of these three
     leases contains a three-year extension option and an option, upon specified
     terms and conditions, to purchase the portion of the facility subject to
     such lease.

 (9) Leased facility, with its lease expiring on April 30, 2000.

(10) Leased facility, with its lease expiring on May 10, 2016.

(11) Leased facility, with its lease expiring on March 31, 2000.

(12) Leased facility, with its lease expiring on December 31, 2000.

(13) Leased facility, with three leases, one expiring on December 31, 2001 and
     two expiring on December 31, 2002.

ITEM 3.  LEGAL PROCEEDINGS

     From time to time the Company and its subsidiaries are involved in various
litigation matters arising in the ordinary course of business. The Company
believes that none of the matters in which the Company or its subsidiaries are
currently involved, either individually or in the aggregate, is material to the
Company.

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

     None.



                                       10
<PAGE>   11
EXECUTIVE OFFICERS OF THE COMPANY

     Set forth below are the name, age, positions and offices held (as of the
date hereof) and a brief account of the business experience for each executive
officer of the Company.

<TABLE>
<CAPTION>
        NAME                   AGE                              POSITION
--------------------           ---      --------------------------------------------------------
<S>                            <C>      <C>
George V. Bayly                57       Director, Chairman of the Board, President and Chief
                                        Executive Officer of the Company since January 1991.

Frank V. Tannura               43       Director of the Company since August 1995. Executive Vice
                                        President and Chief Financial Officer of the Company since
                                        February 1999 and Executive Vice President and Chief
                                        Financial Officer since October 1989.

Gordon B. Bonfield             48       President of the Consumer Packaging Division since June 1999.
                                        Mr. Bonfield was President and Chief Executive Officer of
                                        Multi-Color Corporation from January 1998 to May 1999 and an
                                        executive officer of Fort James' Packaging business since
                                        1988.

Richard R. Cote                48       Vice President and Treasurer of the Company since August
                                        1994. Mr. Cote was Assistant Vice President and Treasurer
                                        of the Company from March 1992 to August 1994.

Thomas S. Ellsworth            54       Vice President and General Manager of the Company since
                                        1994.  Mr. Ellsworth was Vice President of the Company's
                                        paper mill operations from 1992 to 1994.

Gene J. Gentili                51       Vice President and General Manager of the Company since
                                        1994.  Vice President of Sales of the Company from 1993 to
                                        1994.  Mr. Gentili was director of national accounts for the
                                        Company from 1991 to 1993.

Roger A. Kurinsky              49       Vice President and General Manager of the Company since
                                        1994. Vice President of Marketing of the Company from 1991
                                        to 1994

Jeremy S. Lawrence             48       Vice President of Human Resources of the Company since May
                                        1991.

John D. Maxwell                44       Vice President and General Manager of the Company since June
                                        1999.  Vice President of Sales since 1992.

G. Douglas Patterson           42       Vice President and General Counsel of the Company since June
                                        1991.

David E. Wartner               33       Vice President and Corporate Controller of the Company since
                                        October 1998.  From 1994 to 1998, Mr. Wartner was Corporate
                                        Controller of the Company.  Prior to 1994, Mr. Wartner was
                                        associated with PriceWaterhouse LLP.
</TABLE>



                                       11
<PAGE>   12
                                     PART II

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

     The Company's common stock trades on the New York Stock Exchange and the
Chicago Stock Exchange, under the ticker symbol IXX. The high and low sales
prices for the common stock by quarter during 1998 and 1999 as reported by the
New York Stock Exchange are shown below.

                           PRICES                                  PRICES
        1999       ----------------------      1998         --------------------
      QUARTERS                               QUARTERS
        ENDED         HIGH         LOW         ENDED          HIGH        LOW
   --------------  ----------  ----------  -------------------------  ----------
      12/31/99        12 7/8      6 7/8       12/31/98        23 3/8      13 1/2
       9/30/99        22 1/2      9 3/4        9/30/98        24 1/8      13 5/8
       6/30/99        22         13 3/4        6/30/98        29 1/2      21
       3/31/99        26 1/8     13 5/8        3/31/98        25 1/4      19 5/8

     The approximate number of shareholders of record of the Company's common
stock as of March 1, 2000 was 228 holders. The Company has never paid cash
dividends on its common stock. Any payment of cash dividends in the future will
be at the discretion of the Company's Board of Directors and will depend upon
the financial condition, capital requirements and earnings of the Company as
well as other factors that the Company's Board of Directors may deem relevant.
In addition, the Company's senior credit facility prohibits the payment of
dividends on the Company's common stock.

ITEM 6.  SELECTED FINANCIAL DATA

     Information regarding the Company's selected financial data will be set
forth in the Company's Annual Report to Stockholders relating to the Annual
Meeting of Stockholders to be held on April 26, 2000 and, to the extent
required, is incorporated herein by reference.

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

     Information regarding management's discussion and analysis of financial
condition and results of operation will be set forth in the Company's Annual
Report to Stockholders relating to the Annual Meeting of Stockholders to be
held on April 26, 2000 and, to the extent required, is incorporated herein by
reference.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

     Certain statements herein constitute "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995 (the "Reform
Act") and are identified by the use of forward looking words and phrases, such
as "estimates," "plans," "expects," "to continue," "subject to," "target" and
such other similar phrases. These forward looking statements are based on the
current expectations of the Company. Because forward looking statements involve
risks and uncertainties, the Company's plans, actions and actual results could
differ materially. Among the factors that could cause plans, actions and results
to differ materially from current expectations are: (i) changes in consumer
demand and prices resulting in a negative impact on revenues and margins; (ii)
raw material substitutions and increases in the costs of raw materials,
utilities, labor and other supplies (see "Business-Raw Materials"); (iii)
increased competition in the Company's product lines (see
"Business-Competition"); (iv) changes in capital availability or costs; (v)
workforce factors such as strikes or labor interruptions; (vi) the ability of
the Company and its subsidiaries to develop new products, identify and execute
capital programs and efficiently integrate acquired businesses; (vii) the cost
of compliance with applicable governmental regulations and changes in such
regulations, including environmental regulations (see "Business-Environmental
Matters and Government Regulations"); (viii) the general political, economic and
competitive conditions in markets and countries where the Company and its
subsidiaries operate, including currency fluctuations and other risks associated
with operating in foreign countries (see "Management's Discussion and Analysis
of Financial Condition and Results of Operations-Quantitative and Qualitative
Disclosures about Market Risk"); (ix) the timing and occurrence (or
non-occurrence) of transactions and events which may be subject to circumstances
beyond the control of the Company and its subsidiaries; and (x) the Company's
actual performance and highly leveraged financial condition (see Management's
Discussion and Analysis of Financial Conditions and Results of
Operation-Liquidity and Capital Resources").



                                       12
<PAGE>   13
ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

    FOREIGN EXCHANGE. The Company uses primarily foreign exchange forward
    contracts to hedge its exposure from adverse changes in foreign exchange
    rates. A 10% unfavorable movement in the foreign exchange rates would not
    expose the Company to material losses in earnings or cash flows.

    INTEREST RATES. The Company uses interest rate swaps and collars to modify
    its exposure to interest rate movements and to reduce borrowing costs. The
    Company's net exposure to interest rate risk consists of floating rate debt
    instruments that are benchmarked to LIBOR. As of December 31, 1999 the
    Company had $320 million notional value of interest rate derivatives
    outstanding (described below). A 10% unfavorable movement in LIBOR rates
    would not expose the Company to material losses of earnings or cash flows.

    The Company has entered into interest rate swap agreements with a group of
    banks having notional amounts totaling $160.0 million and various maturity
    dates through November 5, 2002. These agreements effectively fix the
    Company's LIBOR base rate for $160.0 million of the Company's indebtedness
    at rates from 5.33% to 6.12% during this period. The Company has entered
    into no cost interest rate collar agreements with a group of banks having
    notional amounts totaling $100.0 million through November 5, 2002. These
    collar agreements effectively fix the LIBOR base rate for $100.0 million of
    the Company's indebtedness at a maximum of 7.00% and allow for the Company
    to pay the market LIBOR from a floor of 5.55% to the maximum rate. If LIBOR
    falls below 5.55%, the Company is required to pay the floor rate of 5.55%.
    The Company has also entered into no cost interest rate collar agreements
    with a group of banks having notional amounts totaling $60.0 million through
    November 5, 2001. These collar agreements effectively fix the LIBOR base
    rate for $60.0 million of the Company's indebtedness at a maximum of 5.31%
    and allow for the Company to pay the market LIBOR from a floor of 4.47% to
    the maximum rate. If LIBOR falls below 4.47%, the Company is required to pay
    the floor rate of 4.47%. Income or expense related to settlements under
    these agreements is recorded as adjustments to interest expense in the
    Company's financial statements. The fair market value of the Company's
    derivative instruments outlined above approximates a gain of $5.5 million as
    of December 31, 1999 and is based upon the amount at which it could be
    settled with a third party, although the Company has no current intention to
    trade any of these instruments and plans to hold them as hedges for the
    Senior Credit Facility.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

    The Company's financial statements, supplementary data, financial
information about segments and financial information about geographic areas will
be set forth in the Company's Annual Report to Stockholders relating to the
Annual Meeting of Stockholders to be held on April 26, 2000 and is incorporated
herein by reference.

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURES

    None.



                                       13
<PAGE>   14
                                    PART III

     With respect to Items 10 through 13, the Company will file with the
Securities and Exchange Commission, within 120 days of the close of its fiscal
year, a definitive proxy statement pursuant to Regulation 14-A under the
Securities Exchange Act of 1934 (the "Proxy Statement").

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     Information regarding directors of the Company will be set forth in the
Company's Proxy Statement relating to the Annual Meeting of Stockholders to be
held on April 26, 2000 and, to the extent required, is incorporated herein by
reference. Information regarding executive officers of the Company is set forth
under the caption "Executive Officers."

ITEM 11.  EXECUTIVE COMPENSATION

     Information regarding executive compensation will be set forth in the
Company's Proxy Statement relating to the Annual Meeting of Stockholders to be
held on April 26, 2000 and, to the extent required, is incorporated herein by
reference.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     Information regarding security ownership of certain beneficial owners and
management will be set forth in the Company's Proxy Statement relating to the
Annual Meeting of Stockholders to be held on April 26, 2000 and, to the extent
required, is incorporated herein by reference.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     Information regarding certain relationships and related transactions will
be set forth in the Company's Proxy Statement relating to the Annual Meeting of
Stockholders to be held on April 26, 2000 and, to the extent required, is
incorporated herein by reference.

                                     PART IV

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

     (a)(1) The following financial statements of the Company will be set forth
in the Company's Annual Report to Securityholders relating to the Annual Meeting
of Stockholders to be held on April 26, 2000 and, to the extent required, are
incorporated herein by reference:

<TABLE>
<CAPTION>
                                                                                     ANNUAL REPORT TO
                                                                                     SECURITYHOLDERS
               <S>                                                                   <C>
               Report of Independent Accountants                                     Page 55

               Consolidated Balance Sheets                                           Page 28

               Consolidated Statements of Operations                                 Page 30

               Consolidated Statements of Changes in Stockholders' Equity (Deficit)  Page 32

               Consolidated Statements of Cash Flows                                 Page 34

               Notes to Consolidated Financial Statements                            Page 35

    (a)(2) The following Financial Statement Schedules of the Company are filed
as part of this report:

          Schedule I -- Condensed Financial Information

          Schedule II -- Valuation and Qualifying Accounts and Reserves
</TABLE>


                                       14
<PAGE>   15


     All other schedules of the Company for which provision is made in the
applicable accounting regulations of the Securities and Exchange Commission are
not required, are inapplicable or have been disclosed in the notes to the
consolidated financial statements and therefore have been omitted.















                                       15
<PAGE>   16
(A)(3)  EXHIBITS.

<TABLE>
<CAPTION>
                                                                                       INCORPORATED BY REFERENCE
                                                                                           TO THE FOLLOWING
                                                                            --------------------------------------------
             EXHIBIT                                                           EXHIBIT          REGISTRATION NUMBER
             NUMBER                 DESCRIPTION OF DOCUMENT                    NUMBER                OR REPORT
           -----------  -------------------------------------------------   --------------    --------------------------
               <S>      <C>                                                      <C>           <C>
               3.1      Amended and Restated Certificate of
                        Incorporation of Ivex Packaging Corporation
                        ("Holdings" or "Ivex")                                   3.3           Ivex Amendment No. 8
                                                                                               to Form S-1
                                                                                               (Registration No.
                                                                                               33-95436)

               3.2      Amended By-Laws of Ivex                                  3.4           Ivex Amendment No. 8 to
                                                                                               Form S-1 (Registration
                                                                                               No. 33-95436)

               3.3      Form of Certificate of Elimination of
                        Senior Cumulative Exchangeable
                        Preferred Stock of Ivex                                  3.5           Ivex Amendment No. 8
                                                                                               to Form S-1
                                                                                               (Registration No.
                                                                                               33-95436)

               3.4      Form of Certificate of Designation,
                        Preferences and Rights of Series A
                        Junior Participating Preferred Stock                     4.1           Ivex 3/3/99 Form 8-K
                                                                                               (File No. 33-60714)
               4.1      Form of Registration Rights Agreement,
                        dated as of September 30, 1997, among
                        Ivex, Acadia Partners, L.P., and the other
                        stockholders party thereto                               4.3           Ivex Amendment No. 8 to
                                                                                               Form S-1
                                                                                               (Registration No.
                                                                                               33-95436)
               4.2      Amended and Restated Credit Agreement, dated
                        as of October 2, 1997, by and among IPC,
                        Ivex, NationsBank, N.A. and Bankers Trust,
                        as agents, and the guarantors and lenders
                        identified on the signature pages thereto                4.2           Ivex 1997 Form 10-K
                                                                                               (File No. 33-60714)

               4.3      Amended and Restated Pledge Agreement,
                        dated as of October 2, 1997, among IPC,
                        Ivex certain of IPC's subsidiaries and
                        NationsBank, N.A. and Bankers Trust Company,
                        as agents                                                4.3           Ivex 1997 Form 10-K
                                                                                               (File No. 33-60714)

               4.4      Form of Amended and Restated Security
                        Agreement, dated as of October 2, 1997, among
                        IPC, Ivex and certain of IPC's domestic
                        subsidiaries and NationsBank, N.A. and Bankers
                        Trust Company, as agents                                 4.4           Ivex 1997 Form 10-K
                                                                                               (File No. 33-60714)

               4.5      Form of Amended and Restated Mortgage and
                        Security Agreement                                       4.5           Ivex 1997 Form 10-K
                                                                                               (File No. 33-60714)

               4.6      Form of First Amendment to Amended and                   4.6           Ivex 1998 Form 10-K
                        Restated Credit Agreement                                              (File No. 33-60714)


               4.7      Form of Second Amendment to Amended and
                        Restated Credit Agreement                                4.7           Ivex 1998 Form 10-K
                                                                                               (File No. 33-60714)
               4.8      Form of Third Amendment to Amended and
                        Restated Credit Agreement                                4.8           Ivex 1998 Form 10-K
                                                                                               (File No. 33-60714)
               4.9      Rights Agreement, dated as of February 10,
                        1999, between Ivex and First Chicago
                        Trust Company of New York                                4.1           Ivex 3/3/99 Form 8-K
                                                                                               (File No. 33-60714)
</TABLE>

                                       16
<PAGE>   17
<TABLE>
              <S>       <C>                                                  <C>               <C>
               4.10     Form of Fourth Amendment to Amended
                        and Restated Credit Agreement                           4.10           Ivex 9/30/99 Form 10-Q
                                                                                               (File No. 33-60714)
              *4.11     Form of Fifth Amendment to Amended
                        and Restated Credit Agreement

               4.12     1999 Stock Option Plan for Non-Employee
                        Directors                                            Exhibit A         Ivex 1999 Proxy
                                                                                               Statement
                                                                                               (File No. 33-60714)

              10.1      Form of Ivex Senior Management Annual
                        Incentive Plan(1)                                       10.1           Ivex Amendment No. 8
                                                                                               to Form S-1
                                                                                               (Registration No.
                                                                                               33-95436)
              10.2      Form of Nonqualified Deferred Compensation
                        Plan (1)                                                10.2           Ivex 1998 Form 10-K
                                                                                               (File No. 33-60714)
              10.3      Form of Nonqualified Deferred Compensation
                        Trust Agreement (1)                                     10.3           Ivex 1998 Form 10-K
                                                                                               (File No. 33-60714)
              10.4      Form of IPC Stock Purchase and Option
                        Agreement, dated as of January 1, 1993,
                        among IPC, Ivex, Acadia Partners, L.P.
                        and each of certain senior managers of
                        IPC with the Ivex Stock Purchase and
                        Option Agreement attached thereto (1)                   10.2           IPC 1993 Form 10-K
                                                                                               (Registration No.
                                                                                               33-52150)

              10.5      Form of Amended and Restated IPC, Inc.
                        Stock Option and Purchase Agreement and
                        Amended and Restated Ivex Packaging
                        Corporation Stock Option and Purchase
                        Agreement, each dated as of
                        January 1, 1996 (1)                                    10.16           Ivex 6/30/96 Form 10-Q
                                                                                               (File No. 33-60714)

              10.6      IPC Retirement Plan and Trust, as
                        amended and Restated May 1, 1992 (1)                    10.3           IPC Form S-1
                                                                                               (Registration No.
                                                                                               33-52150)

              10.7      Amended and Restated Employment Agreement,
                        dated as of May 30, 1996, between
                        George V. Bayly and IPC (1)                            10.14           Ivex 6/30/96 Form 10-Q
                                                                                               (File No. 33-60714)

              10.8      Form of Amendment No. 1 to Amended and
                        Restated Employment Agreement between                   10.8           Ivex 1998 Form 10-K
                        George V. Bayly and IPC (1)                                            (File No. 33-60714)

             *10.9      Form of Amended and Restated Employment
                        Agreement, dated as of October 31, 1999,
                        between
                        IPC and Frank V. Tannura (1)

              10.10     Form of Ivex Packaging Corporation Employee
                        Stock Purchase Plan (1)                                10.16           Ivex 9/30/99 Form 10-Q
                                                                                               (File No. 33-60714)

             *10.11     Form of 1999 Long-Term Incentive Plan (1)

             *10.12     Form of Severance and Change of Control
                        Agreement between the Company and certain
                        named executive officers (1)

              10.13     Form of Ivex Packaging Corporation 1997                10.45           Ivex Amendment No. 8
                        Long-Term Stock Incentive Plan (1)                                     to Form S-1 (Registration
                                                                                               No. 33-95436)

              10.14     Form of Senior Management's Promissory                 10.13           Ivex 1997 Form 10-K
                        Note to IPC (1)                                                        (File No. 33-60714)
</TABLE>

                                       17
<PAGE>   18
<TABLE>
            <S>         <C>                                                    <C>             <C>
             10.40      Loan Agreement, dated as of December 1, 1987,
                        between the County of Kankakee, Illinois and
                        Ivex of Delaware, Inc. (n/k/a IPC, Inc.)

             10.41      Loan Agreement, dated as of June 1, 1988,               10.11          IPC Form S-1
                        between the Development Authority of Morgan                            (Registration No.
                        County and Ivex of Delaware, Inc.                                      33-52150)
                        (n/k/a IPC, Inc.)
                                                                                               IPC Form S-1
                                                                                10.13          (Registration No.
                                                                                               33-52150)

             10.42      Loan Agreement, dated as of October 1, 1987,            10.15          IPC Form S-1
                        between the County of Will, Illinois and                               (Registration No.
                        LPX, Inc (n/k/a IPC, Inc.)                                             33-52150)

             10.43      Loan Agreement, dated as of April 1, 1988,              10.17          IPC Form S-1
                        between the Illinois Development Finance                               (Registration No.
                        Authority and Ivex of Delaware, Inc.                                   33-52150)
                        (n/k/a IPC, Inc.)

             10.44      Indenture of Trust, dated as of March 1,                10.19          IPC Form S-1
                        between Marine Midland Bank, N.A. and Ivex of                          (Registration No.
                        Delaware, Inc. (n/k/a IPC, Inc.)                                       33-52150)

             10.45      Loan Agreement, dated November 1, 1985,                 10.21          IPC Form S-1
                        between the Village of Bridgeview, Illinois                            (Registration No.
                        and L&CP Corporation (n/k/a IPC, Inc.)                                 33-52150)

             10.46      Loan Agreement, dated as of June 1, 1988,
                        between City of Troy, Ohio and L&CP
                        Corporation (n/k/a IPC, Inc.)                           10.23          IPC Form S-1
                                                                                               (Registration No.
                                                                                               33-52150)
             10.47      Lease Agreement, dated as of December 5,
                        1996, between State Street Bank and Trust
                        Company and IPC                                         10.46          Ivex 1996 Form 10-K
                                                                                               (File No. 33-60714)

             10.48      Lease, dated as of October 4, 1988, between
                        Seymour C. Graham and Kama Corporation
                        (n/k/a IPC, Inc.)                                       10.33          IPC Form S-1
                                                                                               (Registration No.
                                                                                               33-52150)

             10.49      Amendment to Lease, dated as of
                        December 20, 1988, between Seymour C. Graham
                        and Kama Corporation (n/k/a IPC, Inc.)                  10.34          IPC Form S-1
                                                                                               (Registration No.
                                                                                               33-52150)

             10.50      Lease, dated June 20, 1995, between
                        Howard H. Gelb and Eunice Gelb and
                        Kama Corporation (n/k/a IPC, Inc.)                                     Ivex 1995 Form 10-K
                                                                                10.44
                                                                                               (File No. 33-60714)

             10.51      Industrial Building Lease, dated
                        January 8, 1998, between Arapahoe Properties,
                        L.L.C. and Packaging Products, Inc.                     10.25          Ivex 1997 Form 10-K
                                                                                               (File No. 33-60714)

             10.52      Lease, dated as of September 11, 1996, by
                        and between Joseph P. Bennett and Trio
                        Products, Inc                                           10.54          Ivex 1996 Form 10-K
                                                                                               (File No. 33-60714)

             10.53      Installment Sales Agreement, dated as of
                        December 12, 1990, between Grove City
                        Industrial Development Corporation and
                        Ivex Converted Products Corporation
                        (n/k/a IPC, Inc.)                                       10.39          IPC Form S-1
                                                                                               (Registration No.
                                                                                               33-52150)
</TABLE>

                                       18
<PAGE>   19
<TABLE>
            <S>         <C>                                                      <C>           <C>
             10.54      Form of Lease Agreements, dated
                        May 1, 1993, November 20, 1994 and                       10.54         Ivex 1998 Form 10-K
                        November 20, 1994, between Ultra Pac, Inc.                             (File No. 33-60714)
                        and the landlord thereof

             10.55      Lease Agreement, dated as of April 16,
                        1999, between Pactuco Acquisition, Inc.
                        and Gowing Leasing Company                               10.55         Ivex 3/31/99 Form 10-Q
                                                                                               (File No. 33-60714)
             10.70      Tax Sharing Agreement, dated as of
                        December 17, 1992, between Ivex and IPC
                        and certain of IPC's subsidiaries                        10.40         Ivex Form S-4
                                                                                               (Registration No.
                                                                                               33-60714)

             10.71      Form of Agreement and Plan of Merger,                      C-1         Ivex Schedule 14D-1,
                        dated as of March 23, 1998, among Ivex                                 dated 3/26/98
                        Package Acquisition, Inc. and Ultra Pac,
                        Inc.

            *11.13      Annual Report to Securityholders for
                        the year ended December 31, 1999.


             21.1       Subsidiaries of Ivex                                      21.1         Ivex 1998 Form 10-K
                                                                                               (Registration No. 33-60714)
            *23.1       Consent of PricewaterhouseCoopers LLP

             27         Financial Data Schedule, which is submitted
                        electronically to the Securities and Exchange Commission
                        for information only and not filed.
</TABLE>

*    Filed herewith.

(1)  Management contact or compensatory plan or arrangement required to be filed
     as an Exhibit to this Form 10-K pursuant to Item 14(c) of this report.

     (b) Reports on Form 8-K.

         None





                                       19
<PAGE>   20
                                   SIGNATURES

     PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934, THE REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON
ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED ON MARCH __, 2000.

                                               IVEX PACKAGING CORPORATION

                                               By:   /s/ George V. Bayly
                                                     -------------------
                                               Name: George V. Bayly
                                               Title: President and Chief
                                               Executive Officer

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature to this
Report appears below hereby constitutes and appoints G. Douglas Patterson as
such person's true and lawful attorney-in-fact and agent with full power of
substitution and resubstitution for such person and in such person's name, place
and stead, in any and all capacities, to sign and to file with the Securities
and Exchange Commission any and all amendments to this Report, with exhibits
thereto and other documents in connection therewith, hereby ratifying and
confirming all that said attorney-in-fact and agent, or any substitute
therefore, may lawfully do or cause to be done by virtue hereof.

     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THIS
REPORT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES INDICATED ON
MARCH __, 2000.

         SIGNATURE                                 TITLE
   -------------------            ----------------------------------------

   /s/ George V. Bayly            Director, Chairman of the Board,
   -------------------            President and Chief Executive Officer
   George V. Bayly                (Principal Executive Officer)

   /s/ Frank V. Tannura           Director, Executive Vice President and Chief
   --------------------           Financial Officer (Principal Financial
   Frank V. Tannura               Officer)

   /s/ David E. Wartner           Vice President and Corporate Controller
   --------------------           (Principal Accounting Officer)
   David E. Wartner

   /s/ Glenn R. August            Director
   -------------------
   Glenn R. August

   /s/ Anthony P. Scotto          Director
   ---------------------
   Anthony P. Scotto

   /s/ William J. White           Director
   --------------------
   William J. White

   /s/ R. James Comeaux           Director
   --------------------
   R. James Comeaux




                                       20
<PAGE>   21

                      REPORT OF INDEPENDENT ACCOUNTANTS ON
                          FINANCIAL STATEMENT SCHEDULES

To the Board of Directors of Ivex Packaging Corporation

Our audits of the consolidated financial statements referred to in our report
dated January 27, 2000, appearing on page 55 of the 1999 Annual Report to
Stockholders of Ivex Packaging Corporation (which report and consolidated
financial statements are incorporated by reference in this Annual Report on Form
10-K) also included an audit of the Financial Statement Schedules listed in Item
14 (a) of this Form 10-K. In our opinion, these Financial Statement Schedules
present fairly, in all material respects, the information set forth therein when
read in conjunction with the related consolidated financial statements.

/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP

Chicago, Illinois
January 27, 2000












                                       21
<PAGE>   22
                           IVEX PACKAGING CORPORATION

                  SCHEDULE I -- CONDENSED FINANCIAL INFORMATION
                              (PARENT COMPANY ONLY)

                                 BALANCE SHEETS
                  (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

                                                             DECEMBER 31,
                                                          1999          1998
                                                        --------      --------

        ASSETS
    Current Assets:
      Cash and cash equivalents                         $      9     $       9
                                                        --------     ---------
        Total current assets                                   9             9
    Investment in subsidiary                              73,418        73,418
    Due from IPC, Inc.                                    23,515        24,475
                                                        --------     ---------
        Total assets                                    $ 96,942     $  97,902
                                                        ========     =========


        LIABILITIES AND STOCKHOLDERS' EQUITY

    Stockholders' equity:
      Common stock, $.01 par value -
       45,000,000 shares authorized
       20,793,469 and 20,931,268 shares
        issued and outstanding                          $    209     $     209
      Paid in capital in excess of par value             339,354       339,098
      Treasury stock                                      (1,216)
                                                        --------     ---------
      Accumulated deficit                               (241,405)     (241,405)
                                                        --------     ---------
        Total stockholders' equity                        96,942        97,902
                                                        --------     ---------
    Total liabilities and stockholders' equity          $ 96,942     $  97,902
                                                        ========     =========

           See Notes to Consolidated Financial Statements in Item 8.






                                       22
<PAGE>   23
                           IVEX PACKAGING CORPORATION

                  SCHEDULE I -- CONDENSED FINANCIAL INFORMATION
                              (PARENT COMPANY ONLY)

                            STATEMENTS OF OPERATIONS
                             (DOLLARS IN THOUSANDS)


                                                  FOR THE YEARS ENDED
                                                       DECEMBER 31,
                                           ------------------------------------
                                             1999         1998           1997
                                           -------      -------        --------
        Interest expense                   $            $              $ 11,447
                                           -------      -------        --------
        Loss before extraordinary loss                                  (11,447)
        Extraordinary loss                                              (22,297)
                                           -------      -------        --------
        Net loss                           $            $              $(33,744)
                                           =======      =======        ========


           See Notes to Consolidated Financial Statements in Item 8.







                                       23
<PAGE>   24
                           IVEX PACKAGING CORPORATION

                  SCHEDULE I -- CONDENSED FINANCIAL INFORMATION
                              (PARENT COMPANY ONLY)

             STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
                    (DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)

<TABLE>
<CAPTION>
                                                                        PAID IN                                         STOCK-
                                             COMMON STOCK             CAPITAL IN                                       HOLDERS'
                                     ---------------------------       EXCESS OF      ACCUMULATED     TREASURY         EQUITY
                                        SHARES          AMOUNT         PAR VALUE        DEFICIT         STOCK         (DEFICIT)
                                     ------------     ----------       ----------     -----------     ----------      ---------
<S>                                  <C>              <C>              <C>            <C>             <C>             <C>
Balance at December 31, 1996            1,072,246     $       11       $  177,375     $ (207,661)     $               $ (30,275)
  Issuance of management shares           218,968              2           33,824                                        33,826
  Common stock split                   11,175,452            112             (112)
  Issuance of common stock              7,960,000             79          117,235                                       117,314
  Net loss                                                                               (33,744)                       (33,744)
                                     ------------     ----------       ----------     ----------      ----------      ---------
Balance at December 31, 1997           20,426,666            204          328,322       (241,405)                        87,121
  Issuance of common stock                500,000              5           10,702                                        10,707
  Exercise of common stock options          4,602                              74                                            74
                                     ------------     ----------       ----------     ----------      ----------      ---------
Balance at December 31, 1998           20,931,268            209          339,098       (241,405)                        97,902
  Exercise of common stock options         16,001                             256                                           256
  Purchase of treasury stock             (153,800)                                                        (1,216)        (1,216)
                                     ------------     ----------       ----------     ----------      ----------      ---------
Balance at December 31, 1999           20,793,469     $      209       $  339,354     $ (241,405)     $   (1,216)     $  96,942
                                     ============     ==========       ==========     ==========      ==========      =========
</TABLE>

            See Notes to Consolidated Financial Statements in Item 8.



                                       24
<PAGE>   25
                           IVEX PACKAGING CORPORATION
                  SCHEDULE I -- CONDENSED FINANCIAL INFORMATION
                              (PARENT COMPANY ONLY)

                            STATEMENTS OF CASH FLOWS
                             (DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                 FOR THE YEAR
                                                                     ENDED
                                                                 DECEMBER 31,
                                                                 ------------
                                                     1999            1998            1997
                                                   --------      ------------     ---------
<S>                                                <C>             <C>            <C>
Cash flows used by operating activities:
  Net loss                                         $               $              $ (33,744)
Adjustments to reconcile  net loss to net
  cash used by operating activities:
  Amortization of debt issue costs                                                      207
  Non-cash interest                                                                  11,223
  Extraordinary loss                                                                 22,297
                                                   --------        --------       ---------
                                                                                        (17)
Cash flows from financing activities:
  Proceeds from issuance of stock                                    10,707         117,314
  Redemption of 13 1/4% discount debentures                                        (117,363)
  Debt redemption costs                                                             (20,084)
  Transfer from (to) IPC, Inc.                          960         (10,781)         20,132
  Exercise of common stock options                      256              74
                                                   --------        --------       ---------
  Net cash from (used by) financing activities        1,216                              (1)
                                                   --------        --------       ---------
Cash flows from investing activities:
  Purchase of treasury stock                         (1,216)
                                                   --------        --------       ---------
  Net cash used by investing activities:             (1,216)
                                                   --------        --------       ---------
  Net decrease in cash and cash equivalents                                             (18)
  Cash and cash equivalents at beginning of
    period                                                9               9              27
                                                   --------        --------       ---------
  Cash and cash equivalents at end of period       $      9        $      9       $       9
                                                   ========        ========       =========
</TABLE>

           See Notes to Consolidated Financial Statements in Item 8.



                                       25
<PAGE>   26
                           IVEX PACKAGING CORPORATION

          SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
                             (DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>

                                                            BEGINNING                                  ENDING
                                DESCRIPTION                  BALANCE      ADDITIONS    DEDUCTIONS      BALANCE
                    ---------------------------------       ---------     ---------    ----------      -------
                    <S>                                     <C>         <C>          <C>               <C>
                    Accounts receivable -- allowance
                       for doubtful accounts:
                                                1997        $ 2,080      $1,050 (1)  $   (586)(2)      $2,544
                                                1998          2,544       1,169 (1)      (846)(2)(3)    2,867
                                                1999          2,867       2,778 (1)      (652)(2)       4,993

                    Income Taxes --
                       valuation allowance:
                                                1997        $18,190           --     $(15,890)(4)      $2,300
                                                1998          2,300      $   276                        2,576
                                                1999          2,576        1,018       (1,400)          2,194
</TABLE>

(1)  Reflects additions of $328, $388 and $107 associated with acquisitions for
     the years ended December 31, 1999, 1998 and 1997, respectively.

(2)  Accounts charged off, less recoveries.

(3)  Includes $261 as a result of the disposition of the Company's Detroit paper
     mill.

(4)  Reflects the utilization of net operating loss carryovers for a portion of
     1997 and the reversal of $13,200 of valuation allowance during the third
     quarter of 1997.





                                       26
<PAGE>   27
EXHIBIT INDEX

<TABLE>
<CAPTION>
                                                                   SEQUENTIALLY
     EXHIBIT                                                         NUMBERED
     NUMBER                   DESCRIPTION OF DOCUMENT                  PAGE
     -------    -----------------------------------------------------------------
     <S>        <C>                                                <C>
     3.1   --   Amended and Restated Certificate of Incorporation of Ivex
                Packaging Corporation ("Holdings" or "Ivex")

     3.2   --   Amended By-Laws of Ivex

     3.3   --   Form of Certificate of Elimination of Senior Cumulative
                Exchangeable Preferred Stock of Ivex

     3.4   --   Form of Certificate of Designation, Preferences and Rights of
                Series A Junior Participating Preferred Stock

     4.1   --   Form of  Registration  Rights  Agreement,  dated as of September
                30, 1997, among Ivex, Acadia Partners, L.P., and the other
                stockholders party thereto

     4.2   --   Amended and Restated Credit  Agreement,  dated as of October 2,
                1997, by and among IPC, Ivex, NationsBank,  N.A. and Bankers
                Trust, as agents, and the guarantees and lenders identified on
                the signature pages thereto

     4.3   --   Form of Amended and Restated  Pledge  Agreement,  dated as of
                October 2, 1997, among  Ivex,  IPC,  certain of IPC's
                subsidiaries  and  NationsBank, N.A., and Bankers Trust Company,
                as agents

     4.4   --   Form of Amended and Restated Security Agreement, dated as of
                October 2, 1997, among Ivex, IPC, and certain of IPC's
                subsidiaries and NationsBank, N.A., and Bankers Trust Company,
                as agents

     4.5   --   Form of Amended and Restated Mortgage and Security Agreement

     4.6   --   Form of First Amendment to Amended and Restated Credit Agreement

     4.7   --   Form of Second Amendment to Amended and Restated Credit Agreement

     4.8   --   Form of Third Amendment to Amended and Restated Credit Agreement

     4.9   --   Rights Agreement, dated as of February 10, 1999, between Ivex
                and First Chicago Trust Company of New York

     4.10  --   Form of Fourth Amendment to Amended and Restated Credit Agreement

     4.11  --   Form of Fifth Amendment to Amended and Restated Credit Agreement

     4.12  --   1999 Stock Option Plan for Non-Employee Directors

    10.1   --   Form of Ivex Senior Management Annual Incentive Plan(1)

    10.2   --   Form of Nonqualified Deferred Compensation Plan(1)

    10.3   --   Form of Nonqualified Deferred Compensation Trust Agreement(1)

    10.4   --   Form of IPC Stock Purchase and Option Agreement,  dated as of
                January 1, 1993,  among IPC,  Ivex,  Acadia  Partners,  L.P. and
                each of certain senior managers  of IPC with the Ivex Stock
                Purchase  and Option  Agreement attached thereto(1)

    10.5   --   Form of Amended and Restated IPC Stock Option and Purchase
                Agreement and Amended and Restated Ivex Stock Option and
                Purchase  Agreement,  each dated as of January 1, 1996(1)

    10.6   --   IPC Retirement Plan and Trust, as amended and Restated May 1, 1992(1)

    10.7   --   Amended and Restated Employment Agreement, dated as of May 30,
                1996, between George V. Bayly and IPC(1)

    10.8   --   Form of Amendment No. 1 to Amended and Restated Employment
                Agreement between George V. Bayly and IPC(1)
</TABLE>


                                       27
<PAGE>   28
<TABLE>
<CAPTION>
     <S>         <C>
     *10.9   --  Form of Amended and Restated Employment Agreement, dated
                 as of October  31, 1999, between IPC and Frank V. Tannura (1)

     *10.12  --  Form of Severance Agreement between the Company and certain
                 named executive officers (1)

      10.13  --  Form of Ivex Packaging Corporation 1997 Long-Term Stock
                 Incentive Plan(1)

      10.14  --  Form of Senior Management's Promissory Note to IPC(1)

      10.40  --  Loan Agreement, dated as of December 1, 1987, between the
                 County of Kankakee, Illinois and Ivex of Delaware, Inc. (n/k/a
                 IPC, Inc.)

      10.41  --  Loan Agreement, dated as of June 1, 1988, between the
                 Development Authority  of Morgan  County and Ivex of Delaware,
                 Inc.  (n/k/a IPC, Inc.)

      10.42  --  Loan  Agreement, dated as of October 1, 1987, between the
                 County of Will, Illinois and LPX, Inc. (n/k/a IPC, Inc.)

      10.43  --  Loan Agreement, dated as of April 1, 1988, between the
                 Illinois Development Finance Authority and Ivex of Delaware,
                 Inc. (n/k/a IPC, Inc.)

      10.44  --  Indenture of Trust, dated as of March 1, 1989, between
                 Marine Midland Bank, N.A. and Ivex of Delaware, Inc. (n/k/a
                 IPC, Inc.)

      10.45  --  Loan Agreement, dated November 1, 1985, between the Village of
                 Bridgeview, Illinois and L&CP Corporation (n/k/a IPC, Inc.)

      10.46  --  Loan Agreement, dated as of June 1, 1988, between City of
                 Troy, Ohio and L&CP Corporation (n/k/a IPC, Inc.)

      10.47  --  Lease Agreement, dated as of December 5, 1996, between State
                 Street Bank and Trust Company and IPC

      10.48  --  Lease, dated as of October 4, 1988, between Seymour C.
                 Graham and Kama Corporation (n/k/a IPC, Inc)

      10.49  --  Amendment to Lease, dated as of December 20, 1988, between
                 Seymour C. Graham and Kama Corporation (n/k/a IPC, Inc.)

      10.50  --  Lease, dated June 20, 1995,  between  Howard H. Gelb and
                 Eunice Gelb and Kama Corporation (n/k/a IPC, Inc.)

      10.51  --  Industrial Building Lease, dated January 8, 1998, between Arapahoe
                 Properties, L.L.C. and Packaging Products, Inc.

      10.52  --  Lease, dated as of September 11, 1996, by and between
                 Joseph P. Bennett and Trio Products, Inc.

      10.53  --  Installment Sales Agreement, dated as of December 12, 1990,
                 between Grove City Industrial Development Corporation and Ivex
                 Converted Products Corporation (n/k/a IPC, Inc.)

      10.54  --  Form of Lease Agreements, dated May 1, 1993, November 20, 1994
                 and November 20, 1994, between Ultra Pac, Inc. and the landlord
                 thereof

      10.55  --  Lease Agreement, dated as of April 16, 1999, between
                 Pactuco Acquisition, Inc. and Gowing Leasing Company

      10.70  --  Tax Sharing Agreement, dated as of December 17, 1992,
                 between Ivex and IPC and certain of IPC's subsidiaries

      10.71  --  Form of Agreement and Plan of Merger, dated as of March 23,
                 1998, among Ivex Package Acquisition, Inc. and Ultra Pac, Inc.

     *13     --  Annual Report to Securityholders for the year ended December 31, 1999

      21.1   --  Subsidiaries of Ivex

     *23.1   --  Consent of PricewaterhouseCoopers LLP
</TABLE>


                                       28
<PAGE>   29
<TABLE>
<CAPTION>
     <S>      <C>
     27    --   Financial Data Schedule, which is submitted electronically to the
                Securities and Exchange Commission for information only and not
                filed.
</TABLE>

(1)  Management contract or compensatory plan or arrangement required to be
     filed as an Exhibit to this Form 10-K pursuant to Item 14(c) of this
     report.

* Filed herewith.








                                       29