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

                                   FORM 10-K/A
                                 AMENDMENT NO. 1

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

                   For the fiscal year ended December 31, 1995
                          Commission file number 1-7272

                                KERR GROUP, INC.
             (Exact name of Registrant as specified in its charter)

         Delaware                                             95-0898810
(State or other jurisdiction of                           (I.R.S. Employer
incorporation or organization)                          Identification Number)

1840 Century Park East, Los Angeles, California                   90067
(Address of principal executive office)                         (Zip Code)

Registrant's telephone number, including area code:           (310) 556-2200

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


                                                Name of each exchange
Title of each class                             on which registered
-------------------                             -------------------

Common Stock                                    New York Stock Exchange
$1.70 Class B Cumulative Convertible
 Preferred Stock, Series D                      New York 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. [ ]

The aggregate market value of the voting stock held by non-affiliates of the
Registrant, as of March 15, 1996, was $25,927,179.

The number of shares of the Registrant's Common Stock, $.50 par value,
outstanding as of March 15, 1996, was 3,933,095.


                                 -Continued-
<PAGE>   2
                       DOCUMENTS INCORPORATED BY REFERENCE


                                          Part(s) Into
      Document                            Which Incorporated
      --------                            ------------------

(1)   Proxy Statement to be used in             Part III
      connection with the Annual
      Meeting of Stockholders to be
      held on April 30, 1996.  With the
      exception of the pages of the
      Proxy Statement specifically
      incorporated by reference herein,
      the Proxy Statement is not deemed
      to be filed as a part of this
      Form 10-K.


                                       2
<PAGE>   3
Item 7 of Part I of the Form 10-K of Kerr Group, Inc. for the fiscal year ended
December 31, 1995 (the "1995 Form 10-K") is hereby amended and restated in its
entirety as stated below:

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

RESULTS OF OPERATIONS -- 1995 COMPARED TO 1994

Net sales of the Registrant decreased to $138,995,000 in 1995 from $139,156,000
in 1994.

Net sales of the Plastic Products Business increased 2.2% to $109,187,000 in
1995 from 1994 due primarily to the pass through of resin price increases. The
Registrant's plastic products manufacturing facilities operated at approximately
64% of capacity during 1995.

The Plastic Products Business manufactures a variety of plastic closures,
prescription packaging products, bottles and jars. Although unit sales of these
products have generally increased in recent years, sales and profitability of
these products are affected by the availability and pricing of resin. During the
first half of 1995 and the full year 1994, the average cost per pound of
polypropylene, the primary resin used by the Plastic Products Business,
increased 28% and 31%, respectively. Under industry practice, the Plastic
Products Business is generally able to pass on resin cost increases for all
products except for prescription packaging products. However, since resin costs
increased substantially, the results of the Plastic Products Business were
adversely affected because the Plastic Products Business was not able to obtain
general price increases from customers due to the resin price increases. In
addition, not all resin increases were passed on because of competitive pricing.
Resin prices have declined in the second half of 1995 and early 1996.

Net sales of the Consumer Products Business decreased 7.9% to $29,808,000 in
1995 compared to 1994 due primarily to lower unit sales as a result of adverse
growing conditions in 1995.

During August 1994, the Registrant completed the relocation of its home canning
cap and lid manufacturing operations to Jackson, Tennessee from Chicago,
Illinois. The new facility was expected to generate improved efficiencies and
cost reductions of approximately $3,000,000 pre-tax per year ($1,836,000
after-tax, or 50 cents per common share per year). In anticipation of the
relocation, the Registrant produced home canning caps and lids in excess of
normal requirements. As a result, the Registrant did not expect to realize
significant earnings improvement from the relocation until 1996, when
inventories and production volume would approach normal levels.

During 1995, the Consumer Products Business cap and lid manufacturing facility
operated at approximately 33% of capacity, partially as a result of the
Registrant reducing its cap and lid inventory.

Cost of sales of the Registrant increased to $108,964,000 in 1995 compared to
$96,356,000 in 1994 primarily due to higher resin costs in the Plastic Products
Business and the sale of higher cost inventory in the Consumer Products
Business.

Gross profit as a percent of net sales decreased to 21.6% for 1995 as compared
to 30.8% for 1994 due to substantially higher resin costs and competitive
pricing in the Plastic Products Business, and the sale of higher cost inventory
produced during 1994 and higher customer rebates in the Consumer Products
Business.

Selling, warehouse, general and administrative expenses decreased $398,000 or
1.2% during 1995, as compared to 1994.


                                       3
<PAGE>   4
Segment earnings of the Plastic Products Business decreased $7,213,000 to
$4,842,000 in 1995 compared to $12,055,000 in 1994 primarily due to
substantially higher resin costs and competitive pricing. Segment earnings of
the Consumer Products Business decreased to a loss of $1,590,000 in 1995
compared to earnings of $3,213,000 in 1994 primarily due to the sale of higher
cost inventory produced during 1994, higher customer rebates and lower sales
volume due to adverse weather conditions.

In 1995, the Registrant incurred a $1,000,000 unusual loss related to the
write-down in the book value of land formerly used by the Registrant as a glass
container manufacturing plant. Such write-down was necessitated by additional
declines in the market value of commercial real estate in Southern California
during 1995.

Earnings before interest and income taxes decreased $13,371,000 to a loss of
$3,006,000 in 1995 compared to earnings of $10,365,000 in 1994 due primarily to
lower earnings in both the Consumer Products and Plastic Products Businesses.

Net interest expense increased $1,203,000 during 1995 compared to 1994 due to
higher levels of debt and interest charged on advances under the Accounts
Receivable Agreement.

The decrease in the income tax provision in 1995 compared to 1994 is due to
lower pre-tax earnings.

Due to competitive pressures, there are occasions when the Registrant is unable
to pass on to customers cost increases. Other than the inability on all
occasions to pass on cost increases, inflation and changes in prices did not
have a material effect on the Registrant's results of operations.

Subsequent Event

On March 15, 1996, the Registrant sold certain assets of the Consumer Products
Business for a purchase price of approximately $14,500,000 and announced a
restructuring which will include the relocation of the Registrant's principal
executive office and the consolidation of certain manufacturing facilities. The
Registrant also expects to receive approximately $16,500,000, primarily during
the remainder of 1996, from the Registrant's sale to consumer products customers
of the inventory of the Consumer Products Business and from the collection of
the accounts receivable of the Consumer Products Business. These proceeds will
be utilized for working capital, to reduce debt, including $3,500,000 of debt
secured by liens on certain machinery and equipment of the Registrant, and to
fund costs of the restructuring.

In connection with the sale of Consumer Products Business assets, the Registrant
will report in the first quarter of 1996 a one-time pretax gain of approximately
$2,900,000 ($1,740,000 after-tax or $0.44 per common share). Also during the
first quarter of 1996, the Registrant will report a one-time pretax loss of
approximately $7,700,000 ($4,620,000 after-tax or $1.17 per common share)
associated with the restructuring. The loss on the restructuring includes
provisions for severance costs and related benefits, net loss on subleases,
write-off of fixed assets and certain intangible assets, and legal and
professional fees. In addition to the loss recorded on the restructuring, the
Registrant will incur additional non-recurring pretax losses during 1996 and
early 1997 associated with the restructuring of $2,400,000 ($1,440,000 after-tax
or $0.37 per common share) primarily related to equipment and personnel
relocation costs, inefficiences related to the relocation of operations and
start-up costs which accounting rules require to be expensed as incurred.

The restructuring is expected to result in annualized cost savings of
approximately $6,500,000 primarily from reduced employment costs, lease costs,
offices expenses, manufacturing overhead and freight. These cost savings will be
substantially realized in 1997.


                                       4
<PAGE>   5
Recently Issued Accounting Pronouncements

During 1995, the Financial Accounting Standards Board issued Statement No.
121, Accounting for the Impairment of Long-Lived Assets (FASB No. 121), and
Statement No. 123, Accounting for Stock-Based Compensation (FASB No.123).

FASB No.121 establishes accounting standards for the impairment of long-lived
assets, certain identifiable intangibles and goodwill. FASB No. 121 will be
adopted during 1996 and is not expected to have a material effect on the
Registrant's financial position or results of operations.

FASB No.123 establishes a "fair value" method of accounting for the value of
grants under stock-based compensation plans. As permitted under FASB No. 123,
the Registrant will elect to continue to measure compensation expense related to
employee stock option plans utilizing the intrinsic value method as prescribed
by APB Opinion No. 25. However, beginning in 1996, the Registrant will disclose
in the footnotes to its financial statements the proforma effect on net income
and earnings per common share as if the fair value method of measuring
compensation expense related to employee stock option plans was utilized as
described in FASB No.123.



RESULTS OF OPERATIONS -- 1994 COMPARED TO 1993

Net sales of the Registrant increased to $139,156,000 in 1994 from $127,372,000
in 1993.

Net sales of the Plastic Products Business increased 8.4% to $106,792,000 in
1994 from 1993. The Registrant's plastic products manufacturing facilities
operated at approximately 74% of capacity during 1994.

Net sales of the Consumer Products Business increased 12.2% to $32,364,000 in
1994 compared to 1993 due primarily to higher unit sales as a result of
favorable growing conditions in 1994.

During August 1994, the Registrant completed the relocation of its home canning
cap and lid manufacturing operations to Jackson, Tennessee from Chicago,
Illinois. During August through December of 1994, the Registrant's cap and lid
manufacturing facility operated at approximately 26% of capacity. This level of
operations primarily resulted because the new plant was in its start-up phase.

Cost of sales of the Registrant increased to $96,356,000 in 1994 compared to
$88,922,000 in 1993 primarily due to higher unit sales and higher resin costs.

Gross profit as a percent of net sales increased to 30.8% for 1994 as compared
to 30.2% for 1993.

Selling, warehouse, general and administrative expenses increased $2,340,000 or
7.8% during 1994, as compared to 1993, primarily due to higher selling expenses,
additional employees and salary and wage increases.

The Registrant recorded a pre-tax reserve of $4,500,000 in 1993 for the expected
costs associated with the relocation of the home canning cap and lid
manufacturing operations. The pre-tax loss consisted primarily of accruals for
i) the early recognition of retiree health care and pension expense, severance,
workers' compensation costs and insurance continuation costs of approximately
$2,500,000, ii) asset retirement and related facility closing costs of
approximately $1,000,000 and iii) moving and relocation costs of approximately
$700,000. In 1994, the Registrant made cash payments related to such accruals
for i) the early recognition of retiree health care and pension expense,
severance, workers' compensation costs and insurance continuation costs of
approximately $1,500,000, ii) asset retirement and related facility closing
costs of approximately $600,000, iii) moving and relocation costs of
approximately $600,000 and iv) other costs of approximately $300,000. In
addition, during 1994, approximately $300,000 


                                       5
<PAGE>   6
was charged against such accruals related to the book value of fixed assets
retired. The remaining accruals primarily relate to retiree health costs and
pensions which will be paid over a number of years.

Segment earnings of the Plastic Products Business, increased $627,000 to
$12,055,000 in 1994 compared to $11,428,000 in 1993 primarily due to higher
sales. Segment earnings of the Consumer Products Business increased to
$3,213,000 in 1994 compared to $1,793,000 in 1993, excluding the loss on plant
relocation in 1993, due primarily to higher sales as a result of favorable
growing conditions.

Earnings before interest and income taxes increased $2,010,000 to $10,365,000 in
1994 compared to $8,355,000 in 1993, excluding the loss on plant relocation in
1993, due primarily to higher earnings in both the Consumer Products and Plastic
Products Businesses.

Net interest expense decreased $206,000 during 1994, as compared to 1993, as a
result of a refinancing in 1993.

The increase in the income tax provision in 1994 compared to 1993 is due to
higher pre-tax earnings and the recognition in 1993 of an income tax benefit of
$369,000 related to a reduction in the income tax valuation reserve.

During 1993, the Registrant incurred an after-tax loss of $1,300,000 in
connection with the refinancing on September 21, 1993 of its 13% Subordinated
Notes and the termination of its revolving credit facility. The extraordinary
loss included interest expense on the 13% Subordinated Notes from September 21,
1993 through December 15, 1993 (the date on which the Subordinated Notes were
redeemed at par) and the write-off of unamortized debt fees and related costs.



LIQUIDITY AND CAPITAL RESOURCES

During 1995, the principal use of cash flow was to fund investing activities,
primarily capital expenditures of $11,840,000. Cash flow was provided primarily
through net advances on accounts receivable sold under the Registrant's Accounts
Receivable Agreement of $7,700,000 and a $3,249,000 reduction in inventory.

During 1994, the principal use of cash flow was to fund capital expenditures of
$15,648,000. Cash flow was provided through the reduction of the Registrant's
cash balances of $9,068,000 and cash from financing activities of $5,457,000.

During 1994 and 1993, inventories increased by $6,258,000 and $5,712,000,
respectively, due primarily to a) increases in inventories of home canning caps
and lids in anticipation of the relocation of the home canning cap and lid plant
and as a result of low sales levels in 1993, and b) increases in inventories of
the Plastic Products Business due to higher quantities and costs of resin, and
higher quantities of finished goods.

During 1995, the Registrant contributed 250,000 shares of its Common Stock, at a
price of $7.56 per share, to the Kerr Group, Inc. Retirement Income Plan. The
contribution reduced the Registrant's recorded pension liability by $1,891,000.

Capital expenditures of approximately $6,000,000 are planned for 1996.

Since the third quarter of 1990, the Registrant has not declared any dividends
on its Common Stock. The Registrant's Senior Note Agreement limits the payment
of dividends on Common Stock. Under the most restrictive covenant, the payment
of Common Stock dividends is not permitted at December 31, 1995.


                                       6
<PAGE>   7
The ratio of current assets to current liabilities at December 31, 1995 and 1994
was 0.6 and 2.5, respectively. The decline in the ratio of current assets to
current liabilities at December 31, 1995, compared to December 31, 1994, is due
primarily to i) the classification of the Registrant's $50,000,000 of
outstanding senior debt as short-term because the Registrant was in default of
certain financial covenants and was currently unable to obtain waivers beyond
May 15, 1996 and ii) advances on accounts receivable sold under the Accounts
Receivable Agreement. At December 31, 1995 and 1994, the ratio of total debt to
total capitalization was 70.3% and 62.7%, respectively. The increase in the
ratio of total debt to total capitalization is primarily due to lower
stockholders' equity.

The Registrant has recorded deferred income tax assets of $9,808,000 on its
Consolidated Balance Sheet as of December 31, 1995. In order to fully realize
this deferred income tax asset, the Registrant will need to generate future
taxable income of at least $35,000,000 prior to expiration of net operating loss
carryforwards which will begin to expire in 2006. Based upon the Registrant's
recent pre-tax earnings adjusted for significant nonrecurring items, the sale of
certain assets of the Consumer Products Business and cost savings related to the
restructuring announced March 15, 1996 and projections of future taxable income
over the period in which the deferred income tax assets are deductible,
management believes it is more likely than not that the Registrant will realize
the benefit of the deferred income tax asset. There can be no assurance,
however, that the Registrant will generate any specific level of continuing
earnings.

As of December 31, 1995, the Registrant had an Accounts Receivable Agreement
(Receivable Agreement) maturing on January 18, 1997 to meet the seasonal working
capital needs of the Registrant. The Receivable Agreement permits the Registrant
to sell its trade accounts receivable on a nonrecourse basis. Under the
Receivable Agreement, the maximum amount that can be advanced to the Registrant
pursuant to the sale of trade accounts receivable at any time is $13,500,000,
which amount is reduced on April 15, 1996 to $10,000,000. The reduction occurred
because the sale of assets of the Consumer Products Business reduced the working
capital needs of the Registrant. The Registrant retains collection and service
responsibility, as agent for the purchaser, over any receivables sold. Advances
under such Receivable Agreement are subject to certain limitations. As of
December 31, 1995, receivables as shown on the accompanying Consolidated Balance
Sheet have been reduced by net proceeds of $7,700,000 from advances pursuant to
the sale of receivables under the Registrant's Receivable Agreement. The
Receivable Agreement contains covenants identical to the Senior Notes.

In addition, at December 31, 1995, the Registrant owed $6,500,000 under a note
payable to a bank due April 15, 1996 with interest accrued at the prime rate
(Unsecured Note Payable). The Unsecured Note Payable was originally related to a
$10,000,000 bank line of credit, which effective October 24, 1995 was reduced by
the lender to the then outstanding balance of $6,500,000 due to a decline in the
Registrant's financial performance. The line of credit contains covenants
identical to the Senior Notes.

On January 5, 1996, the Registrant borrowed $3,500,000 from the same bank under
a note payable secured by certain machinery and equipment (Secured Note
Payable). On March 15, 1996, the Registrant used a portion of the proceeds from
the sale of certain assets of the Consumer Products Business to pay the
$3,500,000 Secured Note Payable, and to prepay $3,540,000 of Senior Notes and
$460,000 of the Unsecured Note Payable. After the payment of the Secured Note
Payable, the indebtedness of the Registrant was unsecured.


                                       7
<PAGE>   8
In connection with the sale of certain assets of the Consumer Products Business,
the Registrant obtained waivers of certain financial covenants through May 15,
1996 from the lenders under the Senior Notes, the lender under the Unsecured
Note Payable and the purchaser under the Receivable Agreement (collectively
referred to as "Lenders") and an extension of the maturity date of the Unsecured
Note Payable to May 15, 1996. Discussions between the Lenders and the Registrant
are continuing with respect to the further extension of the maturity of the
Unsecured Note Payable, additional waiver of financial covenants and additional
reduction of indebtedness. Although the Registrant has obtained waivers or
amendments from the Lenders on three previous occasions, there can be no
assurance that the Lenders will agree to further waivers.

If additional waivers of financial covenants or the extension of the maturity
date of the Unsecured Note Payable are not obtained, the Lenders would be
entitled to exercise certain remedies, including the acceleration of the due
date for payment of the Senior Notes or the Unsecured Note Payable, and the
terminination of the Receivable Agreement.

Based upon the past experience of the Registrant in obtaining waivers or
amendments from its Lenders and because the Registrant expects to use a portion
of the proceeds from the sale of inventory and collection of accounts
receivables of the Consumer Products Business to further reduce debt, the
Registrant believes that the Lenders will extend the due date of the Unsecured
Note Payable, will not accelerate the due date for payment of the Senior Notes
and will not terminate the Receivable Agreement. The accompanying consolidated
financial statements have been prepared on the basis of such belief of the
Registrant.

At December 31, 1995, the Registrant had unused sources of liquidity consisting
of cash and cash equivalents of $3,904,000, additional advances under the
Receivable Agreement of $300,000, a tax net operating loss carryforward of
$17,209,000, a minimum tax credit carryforward of $1,083,000 and other tax
credit carryforwards of $75,000. The Registrant believes that its financial
resources, including proceeds from the sale of certain assets of the Consumer
Products Business and other internally generated funds, are adequate to meet its
foreseeable needs, subject to the satisfactory resolution of current discussions
with the Lenders.


                                       8
<PAGE>   9
Item 8 of Part I of the 1995 Form 10-K is hereby amended and restated in its
entirety as stated below:

ITEM 8.     FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

<TABLE>
<CAPTION>
                                                                          Page(s)
                                                                          -------
<S>                                                                       <C>
Independent Auditors' Report                                                 10

Consolidated Balance Sheets - December 31, 1995 and 1994                   11-12

Consolidated Statements of Earnings (Loss) -
   Three Years Ended December 31, 1995                                       13


Consolidated Statements of Cash Flows -
   Three Years Ended December 31, 1995                                       14

Consolidated Statements of Common Stockholders' Equity -
   Three Years Ended December 31, 1995                                       15

Notes to Consolidated Financial Statements                                 16-37
</TABLE>


                                       9
<PAGE>   10
INDEPENDENT AUDITORS' REPORT

To the Stockholders and Board of Directors of Kerr Group, Inc.

We have audited the consolidated financial statements of Kerr Group, Inc. and
subsidiaries as listed in the accompanying index. In connection with our audits
of the consolidated financial statements, we have also audited the financial
statement schedule as listed in the accompanying index. These consolidated
financial statements and financial statement schedule are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
consolidated financial statements and financial statement schedule based on our
audits.

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

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Kerr Group, Inc. and
subsidiaries as of December 31, 1995 and 1994, and the results of its operations
and its cash flows for each of the years in the three-year period ended December
31, 1995 in conformity with generally accepted accounting principles. Also, in
our opinion, the related financial statement schedule, when considered in
relation to the basis consolidated financial statements taken as a whole,
present fairly, in all material respects, the information set forth therein.




KPMG PEAT MARWICK  LLP
Los Angeles, California
March 15, 1996


                                       10
<PAGE>   11
CONSOLIDATED BALANCE SHEETS


<TABLE>
<CAPTION>
Years Ended December 31,                                                             1995                1994
                                                                                   ---------           ---------
                                                                                          (in thousands)
<S>                                                                                <C>                 <C>      
ASSETS
Current assets
  Cash and cash equivalents                                                        $   3,904           $   2,261
  Receivables - primarily trade accounts, less allowance for doubtful accounts 
  of $421 in 1995 and $170 in 1994                                                     7,430              16,312
  Inventories
    Raw materials and work in process                                                 11,245              11,156
    Finished goods                                                                    19,796              23,134
                                                                                   ---------           ---------
    Total inventories                                                                 31,041              34,290
  Prepaid expenses and other current assets                                            3,108               4,526
                                                                                   ---------           ---------

    Total current assets                                                              45,483              57,389

Property, plant and equipment, at cost
  Land                                                                                   427                 427
  Buildings and improvements                                                          13,589              12,577
  Machinery and equipment                                                             93,401              84,462
  Furniture and office equipment                                                       6,035               5,381
                                                                                   ---------           ---------

                                                                                     113,452             102,847
  Accumulated depreciation and amortization                                          (61,937)            (54,506)
                                                                                   ---------           ---------

    Net property, plant and equipment                                                 51,515              48,341

Deferred income taxes                                                                  8,057               2,192
Goodwill and other intangibles, net of amortization of $2,291 in 1995 and
  $1,812 in 1994                                                                       7,140               6,622
Other assets                                                                           8,026               9,156
                                                                                   ---------           ---------
                                                                                   $ 120,221           $ 123,700
                                                                                   =========           =========
</TABLE>



See accompanying notes to consolidated financial statements.


                                       11
<PAGE>   12
CONSOLIDATED BALANCE SHEETS (continued)

<TABLE>
<CAPTION>
Years Ended December 31,                                                        1995                1994
                                                                              ---------           ---------
                                                                        (in thousands, except per share amounts)
<S>                                                                     <C>                       <C>      
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
  Short-term debt                                                             $   6,500           $   5,500
  Senior debt due 1997 through 2003 classified as current                        50,000                  --
  Accounts payable                                                               10,488              13,445
  Accrued pension liability                                                       3,777                  70
  Other current liabilities                                                       5,056               3,792
                                                                              ---------           ---------

    Total current liabilities                                                    75,821              22,807


Pension liability                                                                18,318              15,230
Other long-term liabilities                                                       2,175               2,610


Senior debt due 1997 through 2003                                                    --              50,000


Stockholders' equity
  Preferred Stock, 487 shares authorized and issued,
    at liquidation value of $20 per share                                         9,748               9,748
  Common Stock, $.50 par value per share, 20,000 shares authorized,
    4,226 shares issued in 1995 and 4,220 shares issued in 1994                   2,113               2,110
  Additional paid-in capital                                                     27,239              27,210
  Retained earnings                                                               1,860              11,995
  Treasury Stock, at cost, 293 shares in 1995 and 543 shares in 1994             (6,913)            (12,803)
  Excess of additional pension liability over unrecognized
    prior service cost, net of tax benefits                                     (10,140)             (5,207)

    Total stockholders' equity                                                   23,907              33,053
                                                                              ---------           ---------

                                                                              $ 120,221           $ 123,700
                                                                              =========           =========
</TABLE>

See accompanying notes to consolidated financial statements.


                                       12
<PAGE>   13
CONSOLIDATED STATEMENTS OF EARNINGS (LOSS)

<TABLE>
<CAPTION>
Years Ended December 31,                                                 1995                1994               1993
                                                                      ---------           ---------           ---------
                                                                           (in thousands, except per share amounts)

<S>                                                                   <C>                 <C>                 <C>      
Net sales                                                             $ 138,995           $ 139,156           $ 127,372
Cost of sales                                                           108,964              96,356              88,922
                                                                      ---------           ---------           --------- 

  Gross profit                                                           30,031              42,800              38,450
Selling, warehouse, general and administrative expenses                  32,037              32,435              30,095
Loss on plant relocation                                                     --                  --               4,500
Loss on revaluation of land                                               1,000                  --                  --
Interest expense                                                          6,047               4,985               5,680
Interest and other income                                                  (228)               (369)               (858)
                                                                      ---------           ---------           --------- 
Earnings (loss) before income taxes                                      (8,825)              5,749                (967)


Provision (benefit) for income taxes                                     (3,518)              2,345                (634)
                                                                      ---------           ---------           ---------

  Earnings (loss) before extraordinary loss                              (5,307)              3,404                (333)

Extraordinary loss on retirement of debt, after
    applicable income tax benefit of $632                                    --                  --              (1,300)
                                                                      ---------           ---------           ---------

  Net earnings (loss)                                                    (5,307)              3,404              (1,633)


Preferred stock dividends                                                   829                 829                 829
                                                                      ---------           ---------           --------- 
  Net earnings (loss) applicable to common stockholders               $  (6,136)          $   2,575           $  (2,462)
                                                                      =========           =========           =========


Earnings (loss) per common share:
  Earnings (loss) per common share before extraordinary loss          $   (1.60)          $    0.70           $   (0.32)
  Extraordinary loss per common share on retirement of debt                  --                  --               (0.35)
                                                                      ---------           ---------           ---------

    Net earnings (loss) per common share                              $   (1.60)          $    0.70           $   (0.67)
                                                                      =========           =========           =========
</TABLE>


See accompanying notes to consolidated financial statements.


                                       13
<PAGE>   14
CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
Years Ended December 31,                                                    1995               1994               1993
                                                                          --------           --------           --------
                                                                                          (in thousands)
<S>                                                                       <C>             <C>                   <C>      
CASH FLOW PROVIDED (USED) BY OPERATIONS
  Earnings (loss)                                                         $ (5,307)          $  3,404           $   (333)
  Add (deduct) noncash items included in earnings (loss)
      Depreciation and amortization                                          9,016              7,731              7,364
      Reserve for loss on plant relocation, net of tax                          --                 --              2,754
      Change in deferred income taxes                                       (2,482)             1,705                159
      Increase (Decrease) in total pension liability, net                      294               (266)            (1,116)
      Collection of accounts receivable, and payment of accounts
        payable and accrued and other expenses related to
        discontinued operations                                               (297)            (2,598)            (2,500)
      Payments associated with relocation of home canning cap
        and lid operations                                                    (205)            (3,005)                --
      Other, net                                                             1,420                 62               (624)
  Changes in other operating working capital
    Receivables                                                              8,882             (2,779)            (2,186)
    Inventories                                                              3,249             (6,258)            (5,712)
    Other current assets                                                     1,304               (133)              (885)
    Accounts payable                                                        (2,957)             3,872                729
    Accrued expenses                                                         1,379               (913)              (541)
                                                                          --------           --------           --------

    Cash flow provided (used) by operations                                 14,296                822             (2,891)

CASH FLOW PROVIDED (USED) BY INVESTING ACTIVITIES
  Capital expenditures                                                     (11,840)           (15,648)           (11,256)
  Proceeds from liquidation of long-term certificates of deposit               375              1,000                 --
  Other, net                                                                  (982)              (699)            (1,338)
                                                                          --------           --------           --------

    Cash flow provided (used) by investing activities                      (12,447)           (15,347)           (12,594)

CASH FLOW PROVIDED (USED) BY FINANCING ACTIVITIES
  Net borrowings under lines of credit                                       1,000              5,500                 --
  Issuance of senior debt                                                       --                 --             50,000
  Extinguishment of subordinated debt                                           --                 --            (41,131)
  Dividends paid                                                              (829)              (829)              (829)
  Other, net                                                                  (377)               786               (477)
                                                                          --------           --------           --------

    Cash flow provided (used) by financing activities                         (206)             5,457              7,563

CASH AND CASH EQUIVALENTS
  Increase (decrease) during the year                                        1,643             (9,068)            (7,922)
  Balance at beginning of the year                                           2,261             11,329             19,251
                                                                          --------           --------           --------

    Balance at end of the year                                            $  3,904           $  2,261           $ 11,329
                                                                          ========           ========           ========

SIGNIFICANT NON-CASH TRANSACTIONS
  Contribution of 250,000 shares of Common Stock to Pension Plan          $  1,891           $      0           $      0
                                                                          ========           ========           ========
</TABLE>


See accompanying notes to consolidated financial statements.


                                       14
<PAGE>   15
CONSOLIDATED STATEMENTS OF COMMON STOCKHOLDERS' EQUITY

Years Ended December 31, 1995, 1994 and 1993

<TABLE>
<CAPTION>
                                                                                                       Excess Of
                                                                                                       Additional
                                     Number Of                                                           Pension
                                     Shares Of                                                        Liability Over      Notes
                                       Common                 Additional                               Unrecognized     Receivable
                                       Stock       Common      Paid-In     Retained       Treasury        Prior         From ESOP
                                    Outstanding     Stock      Capital     Earnings         Stock      Service Cost       Trusts
                                    -----------     -----      -------     --------         -----      ------------       ------
                                                                           (in thousands)
<S>                                 <C>           <C>         <C>          <C>            <C>         <C>               <C>
Balance, December 31, 1992            3,675       $2,105      $27,113      $ 11,882       $(12,737)      $     --         $(1,647)
                                                                                                                        
Net loss                                 --           --           --        (1,633)            --             --              --
Dividends on Preferred Stock             --           --           --          (829)            --             --              --
Pension adjustment                       --           --           --            --             --         (6,835)             --
Repayments on ESOP Trusts                                                                                               
  notes receivable                       --           --           --            --             --             --             931
Purchase of common stock                 (8)          --           --            --            (66)            --              --
Restricted Stock Plan                    --           --           32            --             --             --              --
                                     ------       ------      -------      --------       --------       --------         -------
                                                                                                                        
Balance, December 31, 1993            3,667        2,105       27,145         9,420        (12,803)        (6,835)           (716)
                                                                                                                        
Net earnings                             --           --           --         3,404             --             --              --
Dividends on Preferred Stock             --           --           --          (829)            --             --              --
Pension adjustment                       --           --           --            --             --          1,628              --
Repayments on ESOP Trusts                                                                                               
  notes receivable                       --           --           --            --             --             --             716
Issuance of Common Stock under                                                                                          
  stock option plans                     10            5           65            --             --             --              --
                                     ------       ------      -------      --------       --------       --------         -------
                                                                                                                        
Balance, December 31, 1994            3,677        2,110       27,210        11,995        (12,803)        (5,207)             --
                                                                                                                        
Net loss                                 --           --           --        (5,307)            --             --              --
Dividends on Preferred Stock             --           --           --          (829)            --             --              --
Pension adjustment                       --           --           --            --             --         (4,933)             --
Contribution of Treasury Stock to                                                                                       
  pension fund                          250           --           --        (3,999)         5,890             --              --
Issuance of Common Stock under                                                                                          
  stock option plans                      6            3           29            --             --             --              --
                                     ------       ------      -------      --------       --------       --------         -------
                                                                                                                        
Balance, December 31, 1995            3,933       $2,113      $27,239      $  1,860       $ (6,913)      $(10,140)        $    --
                                     ======       ======      =======      ========       ========       ========         =======
</TABLE>


See accompanying notes to consolidated financial statements.


                                       15
<PAGE>   16
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis Of Presentation

The consolidated financial statements include the accounts of Kerr Group, Inc.,
and its wholly owned subsidiary, collectively referred to as the Company. All
material intercompany balances and transactions are eliminated in consolidation.

Cash Equivalents

Cash equivalents consist only of investments that have an original maturity of
three months or less, are readily convertible to known amounts of cash and have
insignificant risk of changes in value because of changes in interest rates.

Inventories

Inventories are valued at the lower of cost or market, determined by the use of
the first-in, first-out method.

Depreciation, Maintenance And Repairs

Depreciation of property, plant and equipment is provided by the use of the
straight-line method over the estimated useful lives of the assets. The
principal estimated useful lives used in computing the depreciation provisions
are as follows:

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

The policy of the Company is to charge amounts expended for maintenance and
repairs to expense and to capitalize expenditures for major replacements and
betterments.

Goodwill And Other Intangibles

The excess of cost over net tangible assets of the business acquired during 1987
is amortized on a straight-line basis over 40 years. Other intangible assets are
being amortized by the use of the straight-line method over their respective
initial estimated lives ranging from 2 to 17 years.

The Company periodically evaluates goodwill to assess recoverability based upon
expectations of future nondiscounted operating earnings related to the acquired
business. Based upon the most recent analysis, the Company believes that no
impairment of goodwill exists at December 31, 1995.

Revenue Recognition

The Company recognizes revenue as product is shipped. A reserve is provided for
estimated end-of-season returns of home canning supplies as sales are recorded.

Pensions And Other Postretirement Benefits

Financial Accounting Standards Board Statement No. 87 (FASB No. 87) requires
that a company record an additional minimum pension liability to the extent that
a company's accumulated pension benefit obligation exceeds the fair value of
pension plan assets and accrued pension liabilities. This additional minimum
pension liability is offset by an intangible asset, not to exceed prior service
costs of the pension plan. Amounts in excess of prior service costs are
reflected as a reduction in stockholders' equity, net of related tax benefits.


                                       16
<PAGE>   17
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Effective January 1, 1993, the Company adopted Financial Accounting
Standards Board Statement No. 106, Employers' Accounting for Postretirement
Benefits Other Than Pensions (FASB No. 106). As more fully described in Note
6, the Company has elected to amortize the impact of FASB No. 106 ratably
over 20 years.

Income Taxes

In February 1992, the Financial Accounting Standards Board issued Statement No.
109, Accounting for Income Taxes (FASB No. 109). Under the asset and liability
method of FASB No. 109, deferred tax assets and liabilities are recognized for
the future tax consequences attributable to differences between the financial
statement carrying amounts of existing assets and liabilities and their
respective tax bases. Deferred tax assets and liabilities are measured using
enacted tax rates expected to apply to taxable income in the years in which
those temporary differences are expected to be recovered or settled. Under FASB
No. 109, the effect on deferred tax assets and liabilities of a change in tax
rates is recognized in income in the period that includes the enactment date.

Effective January 1, 1993, the Company adopted FASB No. 109. The cumulative
and pro forma effect of the change in accounting was not material.

Earnings (Loss) Per Common Share

Primary net earnings (loss) per common share are based on the weighted average
number of common shares outstanding and are after Preferred Stock dividends.

Fully diluted net earnings (loss) per common share reflect when dilutive 1) the
incremental common shares issuable upon the assumed exercise of outstanding
stock options and 2) the assumed conversion of the Preferred Stock and the
elimination of the related Preferred Stock dividends.
Antidilution occurred in 1995, 1994 and 1993.

Nature of Operations - Significant Use of Resin

The Company's Plastic Products Business uses a significant amount of resin in
its manufacturing process. From time to time, the Company has experienced
substantial increases in the cost of resin. To the extent that the Company is
unable to pass on resin cost increases, the cost increases could have a
significant impact on the results of operations of the Company.

Financial Statement Preparation And Presentation

The preparation of financial statements requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
the disclosure of contingent assets and liabilities as of December 31, 1995 and
1994, and the reported amounts of income and expenses for each of the three
years ended December 31, 1995. Actual results could differ from those estimates.

Included in other assets are certain assets held for sale consisting of real
property and buildings. Management has obtained a recent appraisal to support
the carrying value of such assets, however, the ultimate sales proceeds received
by the Company could differ from the appraisal amount depending on changes in
market conditions.

Certain reclassifications have been made to prior years' financial statements to
conform to the 1995 presentation.


                                       17
<PAGE>   18
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Recently Issued Accounting Pronouncements

During 1995, the Financial Accounting Standards Board issued Statement No.
121, Accounting for the Impairment of Long-Lived Assets (FASB No. 121), and
Statement No. 123, Accounting for Stock-Based Compensation (FASB No. 123).

FASB No.121 establishes accounting standards for the impairment of long-lived
assets, certain identifiable intangibles and goodwill. FASB No. 121 will be
adopted during 1996 and is not expected to have a material effect on the
Company's financial position or results of operations.

FASB No.123 establishes a "fair value" method of accounting for the value of
grants under stock-based compensation plans. As permitted under FASB No. 123,
the Company will elect to continue to measure compensation expense related to
employee stock option plans utilizing the intrinsic value method as prescribed
by APB Opinion No. 25. However, beginning in 1996, the Company will disclose in
the footnotes to its financial statements the proforma effect on net income and
earnings per common share as if the fair value method of measuring compensation
expense related to employee stock option plans was utilized as described in FASB
No. 123.


NOTE 2 - SUBSEQUENT EVENT - SALE OF ASSETS AND RESTRUCTURING

On March 15, 1996, the Company sold certain assets of the Consumer Products
Business for a purchase price of approximately $14,500,000 and announced a
restructuring program which will include the relocation of the Company's
principal executive office and the consolidation of certain manufacturing
facilities. The Company also expects to receive approximately $16,500,000,
primarily during the remainder of 1996, from the Company's sale to consumer
products customers of the inventory of the Consumer Products Business and from
the collection of the accounts receivable of the Consumer Products Business.
These proceeds will be utilized for working capital, to reduce debt, including
$3,500,000 of debt secured by liens on certain machinery and equipment of the
Company, and to fund costs of the restructuring.

In connection with the sale of Consumer Products Business assets, the Company
will report in the first quarter of 1996 a one-time pretax gain of approximately
$2,900,000 ($1,740,000 after-tax or $0.44 per common share). Also during the
first quarter of 1996, the Company will report a pretax loss of approximately
$7,700,000 ($4,620,000 after-tax or $1.17 per common share) associated with the
restructuring. The loss on the restructuring includes provisions for severance
costs and related benefits, net loss on subleases, write-off of fixed assets and
certain intangible assets, and legal and professional fees. In addition to the
loss recorded on the restructuring, the Company will incur additional
non-recurring pretax losses during 1996 and early 1997 associated with the
restructuring of $2,400,000 ($1,440,000 after-tax or $0.37 per common share)
primarily related to equipment and personnel relocation costs, inefficiencies
related to the relocation of operations and start-up costs which accounting
rules require to be expensed as incurred.

The accompanying financial statements do not reflect the discontinuance of the
Consumer Products segment.


                                       18
<PAGE>   19
NOTE 3 - ISSUES AFFECTING LIQUIDITY

On March 15, 1996, the Company used a portion of the proceeds from the sale of
certain assets of the Consumer Products Business to pay the $3,500,000 Secured
Note Payable (which was borrowed on January 5, 1996), and to prepay $3,540,000
of Senior Notes and $460,000 of the Unsecured Note Payable. After the payment of
the Secured Note Payable, the indebtedness of the Company was unsecured.

In connection with the sale of certain assets of the Consumer Products Business,
the Company obtained waivers of certain financial covenants through May 15, 1996
from the lenders under the Senior Notes, the lender under the Unsecured Note
Payable and the purchaser under the Receivable Agreement (collectively referred
to as "Lenders") and an extension of the maturity date of the Unsecured Note
Payable to May 15, 1996. Discussions between the Lenders and the Company are
continuing with respect to the further extension of the maturity of the
Unsecured Note Payable, additional waiver of financial covenants and additional
reduction of indebtedness. Although the Company has obtained waivers or
amendments from the Lenders on three previous occasions, there can be no
assurance that the Lenders will agree to further waivers.

If additional waivers of financial covenants or the extension of the maturity
date of the Unsecured Note Payable are not obtained, the Lenders would be
entitled to exercise certain remedies, including the acceleration of the due
date for payment of the Senior Notes or the Unsecured Note Payable, and the
terminination of the Receivable Agreement.

Based upon the past experience of the Company in obtaining waivers or amendments
from its Lenders and because the Company expects to use a portion of the
proceeds from the sale of inventory and collection of accounts receivables of
the Consumer Products Business to further reduce debt, the Company believes that
the Lenders will extend the due date of the Unsecured Note Payable, will not
accelerate the due date for payment of the Senior Notes and will not terminate
the Receivable Agreement. The accompanying consolidated financial statements
have been prepared on the basis of such belief of the Company.




NOTE 4 - INCOME TAXES

Total income tax provision (benefit) for the years ended December 31, 1995 and
1994 was allocated as follows:

<TABLE>
<CAPTION>
                                                                   1995          1994
                                                                  -------       ------
                                                                     (in thousands)
<S>                                                               <C>           <C>
Earnings (loss)                                                   $(3,518)      $2,345
Stockholders' equity, related to excess of pension liability
  over unrecognized prior service costs                            (3,281)         878
                                                                  -------       ------

                                                                  $(6,799)      $3,223
                                                                  =======       ======
</TABLE>


                                       19
<PAGE>   20
NOTE 4 - INCOME TAXES (continued)

The provision (benefit) for income taxes for the years ended December 31, 1995,
1994 and 1993 consists of the following:

<TABLE>
<CAPTION>
                                                     1995          1994       1993
                                                    -------       ------      -----
                                                              (in thousands)
<S>                                                 <C>       <C>             <C>
Current
  U.S. Federal                                      $    --       $   81      $ 119
  State                                                  --           --         --
                                                    -------       ------      -----
Total current                                            --           81        119

Deferred
  U.S. Federal                                       (2,755)       1,814       (637)
  State                                                (763)         450       (116)
                                                    -------       ------      -----

Total deferred                                       (3,518)       2,264       (753)
                                                    -------       ------      -----

    Total provision (benefit) for income taxes      $(3,518)      $2,345      $(634)
                                                    =======       ======      =====
</TABLE>



The significant components of deferred income taxes (benefits) for the years
ended December 31, 1995, 1994 and 1993 are as follows:

<TABLE>
<CAPTION>
                                                                           1995         1994          1993
                                                                         -------       -------       -------
                                                                                    (in thousands)
<S>                                                                      <C>        <C>              <C>
Reinstatement (reduction) of deferred income taxes
  attributable to recognition of alternative minimum tax
  credits and tax net operating loss carryforwards                       $(5,056)      $  (541)      $    52
Temporary differences associated with the sales of
  discontinued operations                                                   (466)        1,531         1,051
Temporary differences associated with the loss on plant relocation           157         1,429        (1,368)
Additional costs inventoried for tax purposes                                (44)           64          (245)
Excess (deficit) of pension contributions paid over pension expense        1,513            46           448
Excess (deficit) of tax over book depreciation,
  including assets retired or sold                                           668           (19)         (327)
Other, net                                                                  (290)         (246)         (364)
                                                                         -------       -------       -------

    Total                                                                $(3,518)      $ 2,264       $  (753)
                                                                         =======       =======       =======
</TABLE>


                                       20
<PAGE>   21
NOTE 4 - INCOME TAXES (continued)

Total provision (benefit) for income taxes for the years ended December 31,
1995, 1994 and 1993 differed from the amounts computed by applying the U.S.
Federal income tax rate of 34% to earnings (loss) before income taxes as a
result of the following:

<TABLE>
<CAPTION>
                                                                         1995         1994       1993
                                                                       -------       ------      -----
                                                                                 (in thousands)
<S>                                                                    <C>       <C>             <C>
Computed "expected" tax provision (benefit)                            $(3,002)      $1,954      $(329)
Increase (reduction) in provision resulting from:
  State income tax provision (benefit), net of Federal tax effect         (524)         231        (47)
  Change in the valuation allowance for deferred tax assets                 --           --       (369)
  Other, net                                                                 8          160        111
                                                                       -------       ------      -----
  Actual tax provision (benefit)                                       $(3,518)      $2,345      $(634)
                                                                       =======       ======      =====
</TABLE>

The tax effects of temporary differences that give rise to significant portions
of the deferred income tax assets and liabilities at December 31, 1995 and 1994
are as follows:

<TABLE>
<CAPTION>
                                                                                       1995           1994
                                                                                     --------       --------
                                                                                         (in thousands)
<S>                                                                                  <C>            <C>
Deferred income tax assets:
  Pension liabilities --
    Excess of additional pension liability over unrecognized prior service cost      $  6,743       $  3,462
    Accrued pension liability                                                              --          1,490
  Accrued retiree health liability                                                        551            630
  Accrued reserves associated with discontinued operations                                274            350
  Inventory                                                                               675            722
  Accrued vacation pay                                                                    461            383
  Tax credit carryforwards                                                              1,158          1,830
  Net operating loss carryforwards                                                      6,882          1,962
  Other                                                                                   670          1,120
                                                                                     --------       --------

    Total gross deferred income tax assets                                             17,414         11,949
    Less valuation allowance                                                               --             --
                                                                                     --------       --------

    Deferred income tax assets, net of valuation allowance                             17,414         11,949
Deferred income tax liabilities:
  Property, plant and equipment, principally due to differences in depreciation        (5,744)        (5,146)
  Excess of book basis over tax basis of land and buildings formerly 
    used as a glass container manufacturing plant                                      (1,252)        (1,795)
  Other                                                                                  (610)          (962)
                                                                                     --------       --------

    Total gross deferred income tax liabilities                                        (7,606)        (7,903)
                                                                                     --------       --------

Net deferred income tax assets                                                       $  9,808       $  4,046
                                                                                     ========       ========
</TABLE>


                                       21
<PAGE>   22
NOTE 4 - INCOME TAXES (continued)

In order to fully realize the deferred income tax asset, the Company will need
to generate future taxable income of at least $35,000,000 prior to expiration of
net operating loss carryforwards which will begin to expire in 2006. Based upon
the Company's recent pre-tax earnings adjusted for significant nonrecurring
items, the sale of certain assets of the Consumer Products Business and cost
savings related to the restructuring announced March 15, 1996 and projections of
future taxable income over the period in which the deferred income tax assets
are deductible, management believes it is more likely than not that the Company
will realize the benefit of the deferred income tax asset. There can be no
assurance, however, that the Company will generate any specific level of
continuing earnings.

At December 31, 1995, the Company had net operating loss carryforwards for
Federal income tax purposes of $17,209,000 which are available to offset future
Federal taxable income, expiring in the years 2006 through 2010.

The Company also has an alternative minimum tax credit carryforward of
$1,083,000 and other tax credit carryforwards (primarily investment tax credits)
of $75,000, expiring in the years 1999 through 2009, which are available to
reduce future Federal income taxes, if any.

The total net cash payments related to income taxes, which primarily represent
Federal alternative minimum taxes and state taxes, were $24,000, $761,000 and
$470,000 for 1995, 1994 and 1993, respectively.


NOTE 5 - OTHER CURRENT LIABILITIES

At December 31, 1995 and 1994, other current liabilities were as follows:

<TABLE>
<CAPTION>
                                                         1995             1994
                                                        ------           ------
                                                             (in thousands)
<S>                                                     <C>              <C>
Accrued wages and vacation pay                          $2,143           $1,879
Accrued interest                                         2,617              240
Other accrued expenses                                     296            1,673
                                                        ------           ------

  Total accrued expenses                                $5,056           $3,792
                                                        ======           ======
</TABLE>


NOTE 6 - RETIREMENT BENEFITS

Pensions

The Company has a defined benefit pension plan (the "Retirement Income Plan")
and a defined contribution pension plan, which cover substantially all
employees. The Retirement Income Plan generally provides benefits based on years
of service and average final pay. The defined contribution plan provides
benefits based on a fixed percent of pay for each year of service. The Company's
policy is to fund amounts sufficient to satisfy the funding requirements of the
Employee Retirement Income Security Act of 1974. During 1995 and 1994, the
Company funded the Retirement Income Plan by $1,983,000 more than the accrued
pension expense for the 1994 plan year. During 1994 and 1993, the Company funded
the Retirement Income Plan by $800,000 more than the accrued pension expense for
the 1993 plan year.


                                       22
<PAGE>   23
NOTE 6 - RETIREMENT BENEFITS (continued)

During 1995, the Company contributed 250,000 shares of its Common Stock, at a
price of $7.56 per share, to the Retirement Income Plan. The contribution
reduced the Company's recorded pension liability by $1,891,000.

During 1995, the Company adopted a Pension Restoration Plan which is an unfunded
plan providing benefits to participants not payable by the Company's Retirement
Income Plan because of the limitations on benefits imposed by the Internal
Revenue Code of 1986, as amended. The aggregate annual accrued benefit for each
participant under the combination of the Retirement Income Plan and the Pension
Restoration Plan when expressed as a single-life annuity is limited to $200,000.

Net pension expense for the years ended December 31, 1995, 1994 and 1993
included the following components:

<TABLE>
<CAPTION>
                                                       1995           1994          1993
                                                     --------       -------       -------
                                                                 (in thousands)
<S>                                                  <C>         <C>              <C>
Defined Benefit Plan:
  Service cost (benefit earned during period)        $    498       $   564       $   472
  Interest cost on projected benefit obligation         7,364         7,018         6,941
  Actual loss (return) on assets                      (16,080)          597        (7,843)
  Net amortization and deferral                         9,460        (6,552)        1,619
                                                     --------       -------       -------
Defined Benefit Plan expense                         $  1,242       $ 1,627       $ 1,189
                                                     ========       =======       =======

Defined Contribution Plan expense                    $     15       $    17       $    21
                                                     ========       =======       =======
</TABLE>


                                       23
<PAGE>   24
NOTE 6 - RETIREMENT BENEFITS (continued)

The funded status of the defined benefit plans at December 31, 1995 and 1994 was
as follows:

<TABLE>
<CAPTION>
                                                                             1995            1994
                                                                           ---------       --------
                                                                                 (in thousands)
<S>                                                                        <C>             <C>
Actuarial present value
  Vested benefit obligation                                                $  99,237       $ 81,605
  Nonvested benefit obligation                                                 1,942          2,445
                                                                           ---------       --------

  Accumulated benefit obligation                                             101,179         84,050
  Effect of future salary increases                                            2,812          1,842
                                                                           ---------       --------

  Projected benefit obligation                                               103,991         85,892
Plan assets at fair value (a)                                                 79,084         68,750
                                                                           ---------       --------

Projected benefit obligation in excess of plan assets                         24,907         17,142
Unrecognized net transition obligation                                          (474)          (553)
Unrecognized prior service costs                                                (936)          (663)
Unrecognized net loss                                                        (19,660)       (10,511)
                                                                           ---------       --------

Accrued pension liability before adjustment                                    3,837          5,415
Adjustment required to recognize additional minimum pension liability         18,258          9,885
  Accrued pension liability related to the defined benefit plan            $  22,095       $ 15,300
                                                                           =========       ========

  Accrued pension liability related to the defined contribution plan       $       8       $     17
                                                                           =========       ========
</TABLE>

(a) Plan assets include 368,200 shares of Company Common Stock at a value of
    $3,682,000 at December 31, 1995 and 118,200 shares of Company Common Stock
    at a value of $990,000 at December 31, 1994.


In connection with recording the additional minimum pension liability pursuant
to the provisions of FASB No. 87, the Company recorded a reduction in
stockholders' equity of $10,140,000 at December 31, 1995, and $5,207,000 at
December 31, 1994, and an intangible pension asset of $1,376,000 at December 31,
1995, and $1,216,000 at December 31, 1994.

The majority of all pension plan assets are held by a master trust created for
the collective investment of the plan's funds, as well as in private placement
insurance contracts. At December 31, 1995, assets held by the master trust
consisted primarily of cash, U.S. government obligations, corporate bonds and
common stocks.

The defined benefit plan assumptions as of December 31, 1995, 1994 and 1993 were
as follows:

<TABLE>
<CAPTION>
                                               1995       1994     1993
                                               ----       ----     ----

<S>                                            <C>        <C>      <C> 
  Discount rate                                7.25%      8.75%     7.5%
  Increase in compensation rate                   5%         5%       5%
  Long-term rate of return on assets            9.5%       9.5%     9.5%
</TABLE>


                                       24
<PAGE>   25
NOTE 6 - RETIREMENT BENEFITS (continued)

The Company retained the pension benefit obligations for service prior to the
date of the sale and the pension assets related to the Company's discontinued
Commercial Glass Container and Metal Crown Businesses. In connection with the
sale of the two businesses, the Company's pension plans had a combined
curtailment loss of $4,664,000 pursuant to FASB Statement No. 88, Employers'
Accounting for Settlements and Curtailments of Defined Benefit Pension Plans and
for Termination Benefits. During 1993, the Company recorded a curtailment loss
of $232,000 related to the relocation of the Company's home canning cap and lid
manufacturing operations. Such curtailment losses were included as components of
the respective losses on the sale of the businesses and plant relocation.

Retiree Health Care And Life Insurance

The Company provides certain health care and life insurance benefits for retired
employees and their spouses. The costs of such benefits are shared by retirees
through one or more of the following: a) deductibles, b) copayments and c)
retiree contributions. Salaried employees hired prior to September 1, 1992, and
certain hourly employees may become eligible for those benefits if they reach
retirement age while working for the Company. The Company will not provide
retiree health care and life insurance benefits for salaried employees hired
after September 1, 1992. Health care and life insurance benefits provided by the
Company are not funded in advance, but rather are paid by the Company as the
costs are actually incurred by the retirees.

As discussed in Note 1, effective January 1, 1993, the Company adopted FASB No.
106, Employers' Accounting for Postretirement Benefits Other Than Pensions. FASB
No. 106 requires a company to use an accrual method for recording retiree health
care and life insurance benefits instead of the previously used pay-as-you-go
method. The effect of this accounting change on 1993 results of operations was
to increase retiree health care and life insurance expense by $640,000 from the
amount that would have been recorded in 1993 under the previously used
pay-as-you-go method. The adoption of FASB No. 106 at January 1, 1993, created a
previously unrecognized accumulated postretirement benefit obligation of
$13,195,000. As permitted under FASB No. 106, the Company has elected to
amortize the $13,195,000 accumulated postretirement benefit obligation ratably
over 20 years.

Retiree health care and life insurance expense for the years ended December 31,
1995, 1994 and 1993 included the following components:

<TABLE>
<CAPTION>
                                                        1995        1994        1993
                                                       ------      ------      ------
                                                               (in thousands)
<S>                                                    <C>     <C>             <C>   
Retiree health care and life insurance expense:
  Service cost (benefit earned during period)          $   41      $   54      $   83
  Interest cost on accumulated benefit obligation         855       1,082       1,187
  Actual return on assets                                  --          --          --
  Net amortization and deferral                           544         624         660
                                                       ------      ------      ------

                                                       $1,440      $1,760      $1,930
                                                       ======      ======      ======
</TABLE>


                                       25
<PAGE>   26
NOTE 6 - RETIREMENT BENEFITS (continued)

The funded status of the retiree health care and life insurance plans at
December 31, 1995 and 1994 was as follows:

<TABLE>
<CAPTION>
                                                                                 1995           1994
                                                                               --------       --------
                                                                                    (in thousands)
<S>                                                                            <C>            <C>
Actuarial present value of accumulated postretirement benefit obligation:
  Retirees                                                                     $  9,210       $  9,083
  Fully eligible active participants                                                735          1,428
  Other active participants                                                       1,055            739
  Accumulated benefit obligation                                                 11,000         11,250
Plan assets at fair value                                                            --             --
                                                                               --------       --------
Accumulated benefit obligation in excess of plan assets                          11,000         11,250
Unrecognized net transition obligation                                          (10,612)       (11,237)
Unrecognized prior service costs                                                     --             --
Unrecognized net gain (loss)                                                        992          1,563
                                                                               --------       --------

Accrued postretirement benefit liability                                       $  1,380       $  1,576
                                                                               ========       ========
</TABLE>

The retiree health care and life insurance plans assumptions are as follows:

<TABLE>
<CAPTION>
                                          December 31,             December 31,         December  31,
                                                  1995                     1994                  1993
                                   -------------------      -------------------      ----------------
<S>                                <C>                      <C>                      <C>
Discount rate                                    7.25%                    8.75%                  7.5%
Health care cost trend rates --
  Indemnity plans                  8.75% trending down      8.75% trending down      9% trending down
                                                 to 6%                    to 6%                 to 6%
  Managed care plans               6.75% trending down      6.75% trending down      7% trending down
                                                 to 4%                    to 4%                 to 4%
</TABLE>


The effect of a one percentage point annual increase in these assumed cost trend
rates at December 31, 1995, would increase the postretirement benefit obligation
by approximately $420,000 and would increase the service and interest cost
components of the annual expense by approximately $40,000.


                                       26
<PAGE>   27
NOTE 7 - FINANCING

At December 31, 1995 and 1994, the Company's debt consisted of $50,000,000
principal amount of Senior Notes payable to a group of insurance companies
consisting of John Hancock Mutual Life Insurance Company, New York Life
Insurance Company and Massachusetts Mutual Life Insurance Company and lines of
credit with banks. The Senior Notes were issued on September 21, 1993, and
consist of $41,000,000 of 10-year notes with an interest rate of 9.45% and
$9,000,000 of 6-year notes with an interest rate of 8.99%. Sinking fund payments
begin under the 10-year notes in 1998 and under the 6-year notes in 1997. The
Senior Notes are unsecured.

The Senior Notes contain various covenants including covenants relating to
coverage of fixed charges, minimum level of tangible net worth, limitation on
leverage and limitation on restricted payments, for which payments are defined
to include Common Stock dividends. Under the most restrictive covenant related
to the payment of dividends, the payment of Common Stock dividends is not
permitted at December 31, 1995. As of December 31, 1995, the Company is not in
compliance with certain of the financial covenants and has obtained waivers of
such covenants through May 15, 1996.

As of December 31, 1995, the Company's $50,000,000 of outstanding Senior Notes
is classified as a current liability because the Company was in default of
certain financial covenants for which the Company had received waivers only
through May 15, 1996. See further discussion at Note 3 of notes to consolidated
financial statements. The mandatory scheduled principal payments, as specified
in the loan agreement, for the next five years on the Senior Notes outstanding
at December 31, 1995, are as follows:

<TABLE>
<CAPTION>
Years Ended December 31,
------------------------
                                                             (in thousands)
<S>                                                          <C>
1996                                                               $    --
1997                                                                 3,000
1998                                                                 9,833
1999                                                                 9,833
2000                                                                 6,833
2001 and thereafter                                                 20,501
</TABLE>

A portion of the proceeds from the sale of the Senior Notes was used to redeem
all of the $40,000,000 principal amount of 13% Subordinated Notes on December
15, 1993, at par.


During the third quarter of 1993, the Company incurred an after-tax loss of
$1,300,000, or $0.35 per common share, in connection with the refinancing on
September 21, 1993, of its 13% Subordinated Notes and the termination of its
revolving credit facility. The extraordinary loss included interest expense on
the 13% Subordinated Notes from September 21, 1993 through December 15, 1993
(the date on which the Subordinated Notes were redeemed at par) and the
write-off of unamortized debt fees and related costs.


                                       27
<PAGE>   28
NOTE 7 - FINANCING (continued)

As of December 31, 1995, the Company had an Accounts Receivable Agreement
(Receivable Agreement) maturing on January 18, 1997 to meet the seasonal working
capital needs of the Company. The Receivable Agreement permits the Company to
sell its trade accounts receivable on a nonrecourse basis. Under the Receivable
Agreement, the maximum amount that can be advanced to the Company pursuant to
the sale of trade accounts receivable at any time is $13,500,000, which amount
is reduced on April 15, 1996 to $10,000,000. The reduction occurred because the
sale of assets of the Consumer Products Business reduced the working capital
needs of the Company. The Company retains collection and service responsibility,
as agent for the purchaser, over any receivables sold. Advances under such
Receivable Agreement are subject to certain limitations. As of December 31,
1995, receivables as shown on the accompanying Consolidated Balance Sheet have
been reduced by net proceeds of $7,700,000 from advances pursuant to the sale of
receivables under the Company's Receivable Agreement. The Receivable Agreement
contains covenants identical to the Senior Notes.

In addition, at December 31, 1995, the Company owed $6,500,000 under a note
payable to a bank due April 15, 1996 (which maturity date was extended to May
15, 1996) with interest accrued at the prime rate (Unsecured Note Payable). The
Unsecured Note Payable was originally related to a $10,000,000 bank line of
credit, which effective October 24, 1996 was reduced by the lender to the then
outstanding balance of $6,500,000 due to a decline in the Company's financial
performance. During 1994 and early 1995, the Company had an additional bank line
of credit which was replaced by the Receivable Agreement. The line of credit
contains covenants identical to the Senior Notes.

During 1995 and 1994, the Company had maximum borrowings outstanding under its
lines of credit of $12,000,000 and $5,500,000, respectively. During 1995 and
1994, the weighted average interest rate under its lines of credit was 8.7% and
7.3% and the weighted average borrowings outstanding under its lines of credit
was $7,528,000 and $1,544,000, respectively.

Total cash payments of interest during 1995, 1994 and 1993 were $3,440,000,
$4,743,000 and $6,501,000, respectively.

See discussion of issues affecting liquidity at Note 3 of notes to consolidated
financial statements.


NOTE 8 - FAIR VALUE OF FINANCIAL INSTRUMENTS

During 1994, the Financial Accounting Standards Board issued Statement No.
107, Disclosure about Fair Value of Financial Instruments (FASB No. 107).
FASB No. 107 requires the disclosure of the estimated fair values for all
financial instruments for which it is practicable to estimate fair value.

The fair value of cash, accounts receivable and payable, and advances pursuant
to the sale of receivables under the Company's Receivable Agreement approximate
their carrying amount because of their short maturity.

The fair value of the line of credit approximates its carrying amount because
such debt has a floating rate tied to the Prime rate.


                                       28
<PAGE>   29
NOTE 8 - FAIR VALUE OF FINANCIAL INSTRUMENTS (continued)

The fair value of the Company's $50,000,000 principal amount of Senior Notes
would be expected to be higher than the carrying amount because market interest
rates have declined since such debt was incurred. However, since it is unlikely
the Company could obtain similar unsecured financing at comparable rates today,
determining a fair value of such debt is not appropriate.



NOTE 9 - PREFERRED STOCK

Class B Preferred Stock

At December 31, 1995 and 1994, the Company was authorized to issue 1,302,300
shares of Class B Preferred Stock, par value $.50 per share, which may be issued
in series from time to time at the discretion of the Board of Directors. Holders
of all series of Class B Preferred Stock share ratably as to rights to payment
of dividends and to amounts payable in event of liquidation, dissolution or
winding up of the Company. No dividends or payments in liquidation may be made
with respect to Common Stock or any other stock ranking junior as to dividends
or assets to the Class B Preferred Stock unless all accumulated dividends and
sinking fund payments on the Class B Preferred Stock have been paid in full and,
in the event of liquidation, unless the accumulated dividends and the
liquidation preference of the Class B Preferred Stock have been paid.

Series D

At December 31, 1995 and 1994, the Company had 487,400 shares of Class B
Cumulative Convertible Preferred Stock, Series D (Preferred Stock), issued and
outstanding. Holders of the Preferred Stock are entitled to a cumulative
dividend, payable quarterly, at the annual rate of 8.5% ($1.70 per share). The
Preferred Stock is redeemable at the option of the Company at any time, in whole
or in part, at a price of $20.00 per share. No purchases or redemptions of or
dividends on Common Stock may occur unless all accumulated dividends have been
paid on the Preferred Stock.

Each share of Preferred Stock has a liquidating value of $20.00 per share and is
convertible into Common Stock at the rate of 1.4545 shares of Common Stock for
each share of Preferred Stock (equivalent to a conversion price of $13.75 per
common share), subject to adjustment under certain conditions. At December 31,
1995, a total of 708,923 shares of Common Stock was reserved for issuance upon
conversion of the Preferred Stock.

If six quarterly dividends on the Preferred Stock are unpaid, the holders of
Preferred Stock shall have the right, voting as a class, to elect two additional
persons to the Board of Directors of the Company until all such dividends have
been paid.


                                       29
<PAGE>   30
NOTE 10 - COMMON STOCK

Employee Stock Ownership Plans

The Company has two employee stock ownership plans, the Kerr Group, Inc.
Employee Incentive Stock Ownership Plan Trust formed in 1985 (ESOP I) and the
Kerr Group, Inc. 1987 Employee Incentive Stock Ownership Plan Trust formed in
1987 (ESOP II). Both plans are for the benefit of employees of the Company. The
Company borrowed funds from a group of banks, which in turn were loaned to the
plans for the purpose of purchasing shares of the Company's Common Stock. The
bank loans were repaid on February 28, 1992. The related Company loan to ESOP I
was repaid during 1993 and the loan to ESOP II was repaid during 1994.

ESOP I and ESOP II obtained the funds to repay loans primarily through the
receipt of tax deductible contributions made by the Company. The Company funded
such contributions primarily through the reduction of compensation and benefits,
and deferral of salary increases which it would otherwise have provided to its
employees. Total contribution expense for these plans was $472,000 and $633,000
in 1994 and 1993, respectively. For financial statement purposes, the bank loans
were reflected as a liability and the Company's loans to ESOP I and ESOP II were
reflected as a reduction in stockholders' equity.

Stock Options

Under the Company's Stock Option Plans for employees, options may be granted at
a price determined by the Stock Option Committee of the Board of Directors,
which may be less than market value. Options may be exercised during periods
established by such Committee; however, in no event may any option be exercised
more than ten years after the date of grant. All of the Company's currently
outstanding options generally vest in cumulative installments of 20% per year
commencing on the date of grant. Such options become exercisable in full upon
the occurrence of certain enumerated events, including certain changes in
control of the Company.


The options granted beginning in 1992 provide that the Company's stock price
must equal or exceed a triggering price per Common Share, which is higher than
the exercise price of the option, for ten consecutive trading days for the
options to be exercisable. The options granted during 1995, 1994 and 1993 had
triggering prices of $12.50 per Common Share. The options granted during 1992
had triggering prices of $10 per Common Share, which requirement was met during
1994, and the options issued during 1992 are now exercisable.


                                       30
<PAGE>   31
NOTE 10 - COMMON STOCK (continued)

The following tabulation summarizes changes under the Company's Stock Option
Plans for employees during the years ended December 31, 1995, 1994 and 1993.

<TABLE>
<CAPTION>
                                              1995                            1994                            1993
                                 -----------------------------   -----------------------------   ------------------------------
                                 Number Of                       Number Of                       Number Of
                                   Options       Price Range       Options       Price Range       Options       Price Range
                                 ---------    ----------------   ---------    ----------------   ---------    -----------------
<S>                              <C>          <C>                <C>          <C>                <C>          <C>
Options Outstanding:
  Beginning of year                252,100     $5 3/8 - 10 3/8     274,000     $5 3/8 - 8 5/16     198,850     $5 3/8 - 11 7/16
  Granted                          204,000      7 9/16               6,500      9 7/16-10 3/8      157,500      8-8 5/16
  Exercised                         (6,000)     5 3/8              (10,400)     5 3/8 - 7 1/8           --
  Cancelled                        (23,000)     5 3/8-8 5/16       (18,000)     5 3/8 - 8 5/16     (36,000)     5 3/8 - 10 3/4
  Expired                               --                              --                         (46,350)     5 3/8 - 11 7/16
                                   -------     ---------------     -------     ---------------     -------     ----------------

  End of year                      427,100      5 3/8-10 3/8       252,100      5 3/8-103/8        274,000      5 3/8-8 5/16

Exercisable at end of year:
  Currently exercisable             83,200                          70,900                          56,200
  Exercisable if Common
    Stock trades at
    triggering price of 
    $12.50                         277,300                          57,501                          31,500
                                   -------                         -------                         -------

      Total                        360,500                         128,401                          87,700


Available for grant at
end of year                         21,497                          22,497                          20,100
</TABLE>


In addition, the 1988 Stock Option Plan for Non-Employee Directors (the 1988
Plan), consisting of 80,000 shares, and 1993 Stock Option Plan for Non-Employee
Directors (the 1993 Plan), consisting of 60,000 shares, provide for the grant of
options to purchase Common Stock to members of the Board of Directors of the
Company who are not employees of the Company or any of its subsidiaries or
affiliates. The option price of each option granted under these plans is the
fair market value of Common Stock on the date of grant. Options under the 1988
Plan are immediately exercisable upon grant and will expire five years from the
date of grant. Future grants of options under the 1988 Plan can only be made to
Directors other than the Company's current Directors. Options under the 1993
Plan are exercisable six months after date of grant, provided that the Company's
stock price equals or exceeds $12.50 per Common Share for ten consecutive
trading days. Options under the 1993 Plan expire ten years from the date of
grant.


                                       31
<PAGE>   32
NOTE 10 - COMMON STOCK (continued)

The following tabulation summarizes changes under the Company's Stock Option
Plans for Non-Employee Directors during the years ended December 31, 1995, 1994
and 1993.

<TABLE>
<CAPTION>
                                       1995                     1994                      1993
                             -----------------------  ------------------------  -----------------------
                             Number Of                Number Of                 Number Of
                              Options    Price Range   Options     Price Range   Options    Price Range
                             ---------   -----------  ---------    -----------  ---------   -----------
<S>                          <C>         <C>          <C>          <C>          <C>         <C>
Options Outstanding:
  Beginning of year            60,000      $8 3/16      60,000       $8 3/16      60,000      $11 5/16

  Granted                          --                       --                    60,000       8 3/16
  Exercised                        --                       --                        --   
  Expired                          --                       --                   (60,000)      11 5/16
                               ------                   ------                   -------   

  End of year                  60,000       8 3/16      60,000        8 3/16      60,000       8 3/16

Exercisable at end of year:
  Currently exercisable            --                       --                        --   

  Exercisable if Common
    Stock trades at $12.50
    per share or above         60,000                   60,000                    60,000
                               ------                   ------                    ------
  Total                        60,000                   60,000                    60,000

Available for grant at
  end of year                  80,000                   80,000                    80,000
</TABLE>

The aggregate option price for all outstanding options at December 31, 1995,
1994 and 1993 was $3,698,000, $2,359,000 and $2,508,000, respectively. At the
time options are exercised, the common stock account is credited with the par
value of the shares issued and additional paid-in capital is credited with the
cash proceeds in excess of par value. The Company's Stock Option Plans permit
the grant of both incentive stock options and nonstatutory stock options.

Restricted Stock Plan

In 1985 and 1984, the Company sold 65,000 shares and 75,000 shares,
respectively, of Treasury Stock to an officer of the Company at a price of $1.00
per share. The shares were sold subject to forfeiture and restrictions on
disposition under conditions as defined in the Restricted Stock Purchase
Agreements between the Company and the officer. As of December 31, 1994, the
restrictions on all 140,000 shares have been released. Compensation expense was
recorded in the periods benefitted as the difference between the fair market
value on the date of sale and the sale price. During 1993, total shares of
15,000 were released from restriction.


                                       32
<PAGE>   33
NOTE 11 - LOSS ON PLANT RELOCATION

During the fourth quarter of 1993, the Company recorded a pre-tax loss of
approximately $4,500,000 ($2,754,000 after-tax or $0.75 per common share)
associated with the relocation of its home canning cap and lid manufacturing
operations from Chicago, Illinois to a new manufacturing facility in Jackson,
Tennessee. The pre-tax loss consisted primarily of accruals for i) the early
recognition of retiree health care and pension expense, severance, workers'
compensation costs and insurance continuation costs of approximately $2,500,000,
ii) asset retirement and related facility closing costs of approximately
$1,000,000, and iii) moving and relocation costs of approximately $700,000. In
1995, the Company made cash payments related to relocation costs of
approximately $200,000. In 1994, the Company made cash payments related to such
accruals for i) the early recognition of retiree health care and pension
expense, severance, workers' compensation costs and insurance continuation costs
of approximately $1,500,000, ii) asset retirement and related facility closing
costs of approximately $600,000, iii) moving and relocation costs of
approximately $600,000 and iv) other costs of approximately $300,000. In
addition, during 1994, approximately $300,000 was charged against such accruals
related to the book value of fixed assets retired. The remaining accruals
primarily relate to retiree health costs and pensions which will be paid over a
number of years.


NOTE 12 - RENTAL EXPENSE AND LEASE COMMITMENTS

The Company occupies certain manufacturing facilities, warehouse facilities and
office space and uses certain automobiles, machinery and equipment under
noncancelable lease arrangements. Rent expense under these agreements was
$3,714,000, $3,085,000 and $3,008,000 in 1995, 1994 and 1993, respectively.

At December 31, 1995, the Company was obligated under various noncancelable
leases. Calendar year minimum rental commitments under the Company's leases are
as follows:

<TABLE>
<CAPTION>
                                             Total        Real      Personal
Years Ended December 31,                Commitment    Property      Property
                                        ----------    --------      --------
                                                    (in thousands)
<S>                                     <C>         <C>             <C>
1996                                        $3,644      $3,256          $388
1997                                         3,517       3,253           264
1998                                         3,395       3,220           175
1999                                         3,311       3,200           111
2000                                         2,607       2,590            17
2001 through 2014                           20,276      20,276            --
</TABLE>


Real estate taxes, insurance and maintenance expenses are obligations of the
Company. Generally, in the normal course of business, leases that expire will be
renewed or replaced by leases on other properties.


                                       33
<PAGE>   34
NOTE 13 - COMMITMENTS AND CONTINGENCIES

In connection with the Company's Workers' Compensation insurance programs, the
Company has pledged a certificate of deposit in the amount of $500,000 to secure
surety bonds. The Company's estimate of its ultimate liability relating to these
programs has been reflected on the Company's consolidated balance sheet as a
liability.

The Company has been designated by the Environmental Protection Agency as a
potentially responsible party to share in the remediation costs of several waste
disposal sites. Pursuant to the sale of the Metal Crown Business, the Company
has indemnified the buyer for certain environmental remediation costs. In
addition, pursuant to the sale of the Commercial Glass Container Business, the
Company has indemnified the buyer for certain environmental remediation costs
and has retained ownership of certain real property used in the Commercial Glass
Container Business which may require environmental remediation. The estimated
ultimate liability of the environmental indemnities related to these businesses
is not material to the consolidated results of operations or the consolidated
balance sheet of the Company. During 1995, the Company made cash payments
related to environmental remediation of $327,000. As of December 31, 1995, the
Company has accrued a reserve of approximately $312,000 for the expected
remaining costs associated with environmental remediation described above and in
connection with its current manufacturing plants. The amount of the reserve was
based in part on an environmental study performed by an independent
environmental engineering firm. The Company believes that this reserve is
adequate.


NOTE 14 - INDUSTRY SEGMENT INFORMATION

During 1995, the Company operated in two industry segments, Plastic Products and
Consumer Products. The manufacturing assets of the Consumer Products segment
were subsequently sold in 1996. Operations in the Plastic Products segment
involve: 1) the manufacture and sale of a variety of plastic products including
child-resistant closures, tamper-evident closures, prescription packaging
products, jars and other plastic closures and containers; and 2) the sale of
glass prescription products. Operations in the Consumer Products segment
involve: 1) the manufacture and sale of caps and lids for home canning, and 2)
the sale of glass jars and a line of pickling spice and pectin products for home
canning, iced tea tumblers and beverage mugs. Intersegment sales are not
material. No customer accounted for more than 10% of net sales in 1995, 1994 or
1993.

The Company carries on a product development and engineering program with
respect to its Plastic Products Business. Expenditures for such programs during
the years ended December 31, 1995, 1994 and 1993 were approximately $3,300,000,
$3,600,000 and $2,000,000, respectively.

Although the Company owns a number of United States patents, including patents
for its tamper-evident closures and certain of its child-resistant closures, it
is of the opinion that no one or combination of these patents is of material
importance to its business. The Company has granted licenses on some of its
patents, although the income from these sources is not material.

Segment earnings is income before unusual items not attributable to one of the
segments, general corporate expenses, interest expense, interest and other
income and provision (benefit) for income taxes.


                                       34
<PAGE>   35
NOTE 14 - INDUSTRY SEGMENT INFORMATION (continued)

Identifiable assets by industry segment are those assets that are used in the
Company's operations in each industry segment. Corporate assets are principally
cash and cash equivalents, the deferred income tax asset, land and buildings
formerly used as a glass container manufacturing plant that is being held for
sale, certificates of deposit and certain intangible assets.

A summary of the Company's operations by industry segment follows:

<TABLE>
<CAPTION>
Years Ended December 31,                                     1995              1994              1993
                                                        ---------         ---------         ---------
                                                                        (in thousands)
<S>                                                     <C>             <C>                 <C>
Net sales:
  Plastic Products                                      $ 109,187         $ 106,792         $  98,533
  Consumer Products (b)                                    29,808            32,364            28,839
                                                        ---------         ---------         ---------

    Total                                               $ 138,995         $ 139,156         $ 127,372
                                                        =========         =========         =========

Segment earnings (loss):
  Plastic Products                                      $   4,842         $  12,055         $  11,428
  Consumer Products (a) (b)                                (1,590)            3,213            (2,707)
                                                        ---------         ---------         ---------

    Total                                                   3,252            15,268             8,721
  Loss on revaluation of land                               1,000                --                --

  General corporate expenses                                5,258             4,903             4,866
                                                        ---------         ---------         ---------

Earnings (loss) before interest and income taxes           (3,006)           10,365             3,855
Interest expense                                            6,047             4,985             5,680
Interest and other income                                    (228)             (369)             (858)
                                                        ---------         ---------         ---------

Earnings (loss) before income taxes                     $  (8,825)        $   5,749         $    (967)
                                                        =========         =========         =========
</TABLE>

(a) The 1993 segment loss for Consumer Products includes a $4,500,000 pre-tax
    loss associated with the relocation of the Company's home canning cap and
    lid manufacturing operations. See Note 11 of notes to consolidated financial
    statements for further information.

(b) The manufacturing assets of the Consumer Products segment were sold on March
    15, 1996.


                                       35
<PAGE>   36
NOTE 14 - INDUSTRY SEGMENT INFORMATION (continued)


Identifiable assets, depreciation and amortization and capital expenditures for
each segment are as follows:

<TABLE>
<CAPTION>
Years Ended December 31,                  1995            1994            1993
                                                   (in thousands)
<S>                                   <C>          <C>                <C>
Identifiable Assets:
  Plastic Products                    $ 79,367        $ 84,283        $ 69,834
  Consumer Products (a)                 18,981          22,782          20,403
  Corporate                             21,873          16,635          27,112
                                      --------        --------        --------

    Total                             $120,221        $123,700        $117,349
                                      ========        ========        ========

Depreciation and amortization:
  Plastic Products                    $  7,961        $  6,946        $  6,600
  Consumer Products (a)                    343             236             197
  Corporate                                712             549             567
                                      --------        --------        --------

    Total                             $  9,016        $  7,731        $  7,364
                                      ========        ========        ========

Capital expenditures:
  Plastic Products                    $ 10,604        $ 13,906        $  8,587
  Consumer Products (a)                    976           1,472           1,920
  Corporate                                260             270             749
                                      --------        --------        --------

    Total                             $ 11,840        $ 15,648        $ 11,256
                                      ========        ========        ========
</TABLE>


    (a) The manufacturing assets of the Consumer Products segment were sold on
        March 15, 1996.


                                       36
<PAGE>   37
NOTE 15 - CONDENSED QUARTERLY DATA FOR 1995 AND 1994 (UNAUDITED)

<TABLE>
<CAPTION>
Three Months Ended                            March 31         June 30          Sept. 30         Dec. 31
                                              --------         --------         --------         --------
                                                       (in thousands, except per share amounts)
<S>                                           <C>              <C>              <C>              <C>     
1995
Net sales                                     $ 30,390         $ 41,892         $ 39,021         $ 27,692
Gross profit                                     8,577            9,783            8,080            3,591

Net loss  (a)                                     (387)            (285)          (1,099)          (3,536)
    Preferred stock dividends                      207              207              207              208
                                              --------         --------         --------         --------

Net loss applicable to common
  stockholders  (a)                           $   (594)        $   (492)        $ (1,306)        $ (3,744)
                                              ========         ========         ========         ========

Net loss per common share (primary and
  fully diluted)                              $  (0.16)        $  (0.13)        $  (0.33)        $  (0.95)
</TABLE>

   (a) Net for the quarter ended December 31, 1995 includes a pre-tax loss of
   $1,000,000 ($0.15 per common share) related to the write-down in the book
   value of land formerly used by the Company as a glass container manufacturing
   plant.

<TABLE>
<CAPTION>
Three Months Ended                   March 31       June 30        Sept. 30       Dec. 31
                                     --------       --------       --------       --------
                                            (in thousands, except per share amounts)
<S>                                  <C>            <C>            <C>            <C>    
1994
Net sales                             $29,380        $41,004        $40,624        $28,148
Gross profit                            9,961         12,291         12,007          8,541

Net earnings                              263          1,599          1,310            232
   Preferred stock dividends              207            207            207            208
                                      -------        -------        -------        -------

Net earnings applicable to
   common stockholders                $    56        $ 1,392        $ 1,103        $    24
                                      =======        =======        =======        =======


Net earnings per common share:
  Primary                             $  0.02        $  0.38        $  0.30        $  0.01
  Fully diluted                       $  0.02        $  0.36        $  0.30        $  0.01
</TABLE>


                                       37
<PAGE>   38
                   ------------------------------------------

      Pursuant to the requirement of the Securities Exchange Act of 1934, the
Registrant has duly caused this amendment to be signed on its behalf by the
undersigned thereunto duly authorized.



                                     KERR GROUP, INC.


Date:  January 10, 1997


                        By:   /s/ Geoffrey A. Whynot
                             --------------------------------
                             Name:  Geoffrey A. Whynot
                             Title:     Vice President, Chief Financial Officer


                                       38
<PAGE>   39
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                KERR GROUP, INC.

                                   FORM 10-K/A
                        for year ended December 31, 1995


               INDEX TO EXHIBITS FILED SEPARATELY WITH FORM 10-K/A


Exhibit No.                   Document


23.1                          Consent of Independent Certified Public
                              Accountants.