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

                                 FORM 10-K/A
                         AMENDMENT NO. 1 TO FORM 10-K

[X]      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 1998, OR
[ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ________________
    TO ___________________.

                         COMMISSION FILE NUMBER: 0-19561
                                                 -------

                        BPI PACKAGING TECHNOLOGIES, INC.
                        --------------------------------
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

            DELAWARE                                        04-2997486
            --------                                        ----------
(STATE OR OTHER JURISDICTION OF                          (I.R.S. EMPLOYER
 INCORPORATION OR ORGANIZATION)                         IDENTIFICATION NO.)

             455 SOMERSET AVENUE, NORTH DIGHTON, MASSACHUSETTS 02764
             -------------------------------------------------------
               (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

                                 (508) 824-8636
                                 --------------
              (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)

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

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

                                 TITLE OF CLASS
                                 --------------
                          Common Stock, $.01 par value
              Series A Convertible Preferred Stock, $.01 par value

         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 60 days. Yes X No___.

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

          The aggregate market value of the Registrant's voting stock issued 
and outstanding as of April 9, 1999 was $3,224,343 for the Common Stock and 
$193,358 for the Series A Convertible Preferred Stock.

          As of April 9, 1999, 21,495,621 shares of Common Stock, $.01 par 
value per share, were outstanding and 193,358 shares of Series A Convertible 
Preferred Stock, $.01 par value per share, were outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

          The 1998 Annual Report to Stockholders - Items 1-9 and 14 are 
incorporated by reference into those items of this Form 10-K/A.

          This Form 10-K/A is being filed to amend Items 10-13 and Footnote 
No. 2 to the Financial Statements attached to the Form 10-K filed on March 
31, 1999.

<PAGE>

                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT 

                    BOARD OF DIRECTORS AND EXECUTIVE OFFICERS

GENERAL INFORMATION

         The Company's Certificate of Incorporation and By-laws, each as 
amended, provide that the members of the Board will be classified as nearly 
as possible into three classes, each with, as nearly as possible, one-third 
of the members of the Board. A classified board is designed to assure 
continuity and stability in the Board's leadership and policies. Ivan J. 
Hughes and Allen S. Gerrard serve as the Class I directors until the Annual 
Meeting of Stockholders to be held in 1999. David N. Laux and Hanspeter 
Schulz serve as the Class II directors until the Annual Meeting of 
Stockholders to be held in the year 2001. Gary R. Edidin serves as the Class 
III director until the Annual Meeting of Stockholders to be held in the year 
2000. The successors to the class of directors whose terms expire at an 
annual meeting would be elected for a term of office to expire at the third 
succeeding annual meeting after their election and until their successors 
have been duly elected by the stockholders. Directors chosen to fill 
vacancies on a classified board will hold office until the next election of 
the class for which directors will have been chosen, and until their 
successors are duly elected by the stockholders. Officers are elected by and 
serve at the discretion of the Board, subject to their employment contracts.

         Pursuant to the Securities Purchase Agreement (as defined in Item 13 
below) DGJ L.L.C. ("DGJ") has informed the Company that Bruce M. Fleisher and 
Theodore L. Koenig will be the Designated Directors, each of whom has 
consented to act as a director of the Company. The Designated Directors will 
serve as the Class III directors until the Annual Meeting of Stockholders to 
be held in the year 2000. The Designated Directors, along with Messrs. Edidin 
and Gerrard, will constitute a majority of the Board after they are appointed.

DESIGNATED DIRECTORS

         The Designated Directors will assume office on or about April 30, 
1999 and then the Board of the Company will consist of seven members. This 
step will be accomplished by written consent of the Board.

         BRUCE M. FLEISHER. Mr. Fleisher will serve as a Director of the 
Company beginning on or about April 30, 1999. Since 1998, Mr. Fleisher has 
been involved in private investing. From October 1997 to 1998, he served as 
the Vice President and Division Manager, Chicago for the Supply Systems 
Division of Unisource Worldwide, Inc., a wholesale distributor of paper and 
packaging supplies. From 1996 to 1997, he was the President and Division 
Manager of Darter, Inc., another division of Unisource Worldwide, Inc. Since 
1996, he has been a member of the Board of Directors and Chairman of the 
Industrial Committee for the National Paper Trade Association. Mr. Fleisher 
received his Bachelor of Science degree in Economics from the University of 
Pennsylvania, Wharton School, and his Masters degree in Business 
Administration from George Washington University.

         Mr. Fleisher does not beneficially own any equity securities, or 
rights to acquire any equity securities of the Company, and has not been 
involved in any transactions with the Company or any of its directors, 
executive officers or affiliates which are required to be disclosed pursuant 
to the rules of the Commission.

          THEODORE L. KOENIG. Mr. Koenig will serve as a Director of the 
Company beginning on or about April 30, 1999. In 1996, Mr. Koenig founded and 
since has served as President of Monroe Investments, Inc., a Chicago-based 
investment and merchant banking firm specializing in strategic growth 
investment opportunities. Mr. Koenig's principal occupation is that of an 
attorney. He has been a partner with Holleb & Coff, a Chicago-based law firm 
since 1989. Mr. Koenig received his Bachelor of Arts degree in Accounting 
from Indiana University Kelley School of Business and his Juris Doctor degree 
from the Illinois Institute of Technology, Chicago Kent School of Law. 
Mr. Koenig is also a Certified Public Accountant.

          Monroe Investments, Inc. is a member of Hilco BPI, L.L.C., a Delaware
limited liability company, which is a member of DGJ. Hence, through Mr. Koenig's
control status of Monroe Investments, Inc. through Hilco BPI, L.L.C., he

                                       2

<PAGE>

is a beneficial owner of the equity securities owned by DGJ and has 
participated in transactions with the Company to the extent of his indirect 
ownership interest in Hilco BPI, L.L.C.

CURRENT DIRECTORS AND EXECUTIVE OFFICERS

         The directors and executive officers of the Company, their positions 
held in the Company and their ages are as follows:

<TABLE>
<CAPTION>

NAME                             AGE         POSITION
<S>                              <C>        <C>
Hanspeter Schulz                  60         President and Director
Richard H. Nurse                  54         Vice President of Manufacturing
Peter W. Blackett                 50         Senior Vice President of Sales
James F. Koehlinger               62         Chief Financial Officer and Treasurer
C. Jill Beresford                 44         Vice President of Marketing
Ivan J. Hughes                    70         Chairman of the Board
David N. Laux                     71         Director
Gary R. Edidin                    54         Director
Allen S. Gerrard                  63         Director
</TABLE>

         No director or executive officer is related by blood, marriage or 
adoption to any other director or executive officer.

         HANSPETER SCHULZ, PH.D. Dr. Schulz has been the Company's President 
and Director since January 1999. Prior thereto, Dr. Schulz served as a 
consultant to the Company since August 1998. From 1996 to 1998, Dr. Schulz 
was a Director of Business Integration for Celanese Ltd., and was one of 
three managers responsible for the global installation of SAP, including the 
redesign of relevant business processes. From 1993 to 1996, Dr. Schulz was 
Business Director for Methanol/Formaldehyde/Polyols, a global commodity 
business of Celanese with production sites in the United States, Canada and 
Germany. In 1995, Dr. Schulz served as a member of the Board of a Celanese 
joint venture in Saudi Arabia. From 1982 to 1995, Dr. Schulz was Vice 
President and General Manager of the High Density and Ultra High Molecular 
Weight Polyethylene business at American Hoechst. From 1959 to 1969, Dr. 
Schulz studied chemistry and related subjects at the Universities of 
Stuttgart, Germany, Kansas, USA (on a scholarship basis) and Hamburg, Germany 
resulting in a Ph.D. of Natural Sciences in 1969.

         RICHARD H. NURSE, PH.D. Dr. Nurse has been the Company's Vice 
President of Manufacturing since January 1999. Prior thereto, he was the 
Company's Vice President of Technical Development since January 1995. From 
1989 to 1995, Dr. Nurse was an independent consultant to the plastics 
industry. From 1987 to 1988, Dr. Nurse was the Director of Research and 
Development for Cookson Performance Plastics, a plastics additive 
manufacturer. From 1985 to 1987, he was a Technical Manager for Nortech 
Company, another plastics additive manufacturer. From 1973 to 1985, Dr. Nurse 
was with the Hoechst AG, a plastics resin manufacturer, serving in technical 
application and development management in South Africa and Germany and since 
1979, in the United States. Dr. Nurse received a Ph.D. degree in Polymer 
Technology from the University of Manchester Institute of Science and 
Technology in England and a Bachelor of Science degree in Chemical and 
Plastics Technology from the Polytechnic of South Bank, London, England.

          PETER W. BLACKETT. Mr. Blackett has been the Company's Senior Vice 
President of Sales since March 1999. From 1997 to 1999, he was employed with 
Fina Oil and Chemical Company as Regional Sales Manager and from 1992 to 
1997, as a Technical Service Manager for Fina's High Density Polyethylene 
business group. Mr. Blackett holds a Higher National Certificate in 
Mechanical Engineering from Peterborough Technical College and a Graduateship 
of the Plastics Institute from Borough Polytechnic in South London.

          JAMES F. KOEHLINGER. Mr. Koehlinger has been the Company's Chief 
Financial Officer since January 1999. Prior thereto, Mr. Koehlinger was a 
senior consultant with Benchmark, a financial consulting firm. He previously 
served as the Company's Chief Financial Officer from February 1988 to October 
1996. Mr. Koehlinger received a Bachelor of Science degree from Indiana 
University and a Master of Business Administration degree from Clark 
University. He is also a certified public accountant.

                                       3

<PAGE>

          C. JILL BERESFORD. Ms. Beresford has been the Company's Vice 
President of Marketing since January 1999. From June 27, 1998 until January 
27, 1999, she was the Company's Chairman, Chief Executive Officer and Chief 
Financial Officer. She also served as the Chief Operating Officer of the 
Company from 1995 to 1998. She served as the Company's President from July 
1996 to June 1998. She was Treasurer of the Company from May 1990 to January 
27, 1999 and a Director of the Company from March 1989 until January 1999. 
From May 1990 to July 1995, Ms. Beresford was the Company's Vice President of 
Marketing. Ms. Beresford attended the University of Guelph, Ontario, Canada 
and received a Masters degree in Business Administration from Boston 
University.

          IVAN J. HUGHES. Mr. Hughes was re-elected as a Director of the 
Company on July 13, 1998 and became Chairman of the Board on January 27, 
1999. Mr. Hughes previously served as a Director of the Company from March 
1996 to February 1998. Since 1991, Mr. Hughes has been the President of the 
Plastic Division of Duro Bag Manufacturing Company ("Duro Bag"), a privately 
held company which manufactures grocery bags, shopping and specialty bags for 
the food and retail industry. Mr. Hughes has been employed by Duro Bag in 
various positions for the past 35 years and presently serves on the Executive 
and Compensation Committees. Mr. Hughes received a Bachelor of Science degree 
in Mechanical Engineering at Lafayette College and completed his graduate 
studies at Columbia University.

          DAVID N. LAUX. Mr. Laux has served as a Director of the Company 
since January 1993. Since 1991, Mr. Laux has served as a Director of ROC 
Taiwan Fund, a closed end fund listed on the New York Stock Exchange. Since 
1990, Mr. Laux has been President of the USA-ROC Economic Council, a private 
non-profit association which promotes business relations between the United 
States and Taiwan. Mr. Laux received his Bachelor of Arts degree from Amherst 
College and his Master of Business Administration degree from the American 
University in Washington, D.C. He has done graduate work at the University of 
California at Berkeley and Georgetown University. Mr. Laux is also a graduate 
of the Advanced Management Program at Harvard Business School.

          GARY R. EDIDIN. Mr. Edidin has served as a Director of the Company 
since January 1999. In January 1999, Mr. Edidin became a Member of the Board 
of Managers, Chairman, President and Chief Executive Officer of DGJ. In 1975, 
Mr. Edidin co-founded Edidin Associates, an investment banking firm. He has 
been Managing Partner of Edidin Associates since 1980. In 1992, Mr. Edidin 
co-founded Franklin Capital Corp., a regional asset based lender, and is 
presently the Co-Chairman and member of its Board of Directors. In 1980, Mr. 
Edidin served as the Chief Executive Officer and Chairman of Optique Du 
Monde, Ltd. ("ODM"), an eyewear company. In 1988, ODM was sold to the Safilo 
Group, an Italian publicly traded eyewear company. Since 1988, he has been a 
management consultant to the Safilo Group and Safilo USA, its U.S. 
subsidiary. In 1997, Mr. Edidin represented Safilo Group in its acquisition 
of Smith Sports Optics, Inc. and began serving that company as a member of 
the Board of Directors and Executive Committee. He has also served as the 
Chairman and Chief Executive Officer of Clarin Corp., a manufacturer of 
institutional seating, since 1993. Since 1998, Mr. Edidin has served as a 
member of the Board of Directors of Colors For Plastic, a plastic coloration 
company. In 1977, a group of investors, including Edidin Associates, 
purchased the Lawndale Trust and Savings Bank, a community bank in Chicago. 
The same subsequently purchased the Garfield Ridge Trust and Savings Bank and 
the Bank of Chicago, two Chicago community banks. In 1995, these three banks 
were merged into one under the name Bank of Chicago. In 1997, Bank of Chicago 
was sold to TCF, a publicly traded savings bank headquartered in Minnesota. 
Mr. Edidin has served these banks in various capacities over the years, 
including Chairman and Chief Executive Officer. Mr. Edidin received his 
Bachelor of Science degree from the University of Pennsylvania, Wharton 
School, and his Juris Doctor degree from the University of Chicago Law 
School. Mr. Edidin also attended the University of Chicago Business School.

          ALLEN S. GERRARD. Mr. Gerrard has served as a Director of the 
Company since January 1999. Since 1996, Mr. Gerrard has served as a Director 
of Deere Park Capital Management, an investment and merchant banking firm, 
and since April 1998, he has also served as Vice-Chairman of such company. 
Beginning in January 1999, Mr. Gerrard has been a Member of the Board of 
Managers and Treasurer of DGJ. From November 1998 to March 1999, Mr. Gerrard 
served as Director of McConnell Dowell Corporation, Limited, a publicly 
traded company involved in construction. Since 1997, Mr. Gerrard has served 
as a Director of Dominion Bridge Company, a publicly-traded construction and 
shipbuilding company. Mr. Gerrard received his Bachelor of Arts degree in 
Political Science from the University of Illinois in Champaign-Urbana and his 
Juris Doctor degree from the University of Michigan Law School.

                                       4
<PAGE>

SIGNIFICANT EMPLOYEE

          The following employee is not an executive officer of the Company 
but is expected to make significant contributions to the business of the 
Company:

<TABLE>
<CAPTION>

NAME                        AGE         POSITION
<S>                         <C>        <C>
Tracy L. McGrath             34         Vice President of Sales
</TABLE>

          TRACY L. MCGRATH. Ms. McGrath has served as the Company's Vice 
President of Sales since January 1999. Prior thereto, she was the Company's 
Vice President of Marketing since December 1997 and, prior thereto, was the 
Company's Marketing Manager since November 1993. Ms. McGrath has a Bachelor 
of Science degree in Communications from Eastern Connecticut State University.

             SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

          Section 16(a) of the Exchange Act requires the Company's directors 
and officers, and persons who own more than 10% of a registered class of the 
Company's equity securities, to file with the Commission reports of ownership 
and changes in ownership of Common Stock and other equity securities of the 
Company. Officer, directors and greater-than-10% stockholders are required by 
the Commission regulation to furnish the Company with copies of all Section 
16(a) forms they file.

         Based solely on review of the copies of such reports furnished to 
the Company or written representations that no other reports were required, 
the Company believes that, during 1998, its officers, directors and 
greater-than-10% beneficial owners were in compliance with all filing 
requirements.

ITEM 11.          EXECUTIVE COMPENSATION 

         The following table sets forth certain information with respect to 
the annual and long term compensation for services in all capacities to the 
Company during the 12 months ended December 31, 1998, the 10 months ended 
December 31, 1997 and the fiscal years ended February 28, 1997 ("Fiscal 
1997") and February 23, 1996 ("Fiscal 1996"), of those persons who were, at 
December 31, 1998: (i) the Company's Chief Executive Officer (including 
persons who held this position at any time during 1998); and (ii) other 
executive officers of the Company receiving total cash and bonus compensation 
in excess of $100,000 (the "Named Officers"). The Company did not grant any 
restricted stock awards or stock appreciation rights or make any long term 
incentive plan payouts to the individuals named in the tables below during 
the periods indicated.

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>

                                                                                                  Long Term
                                            Annual Compensation                              Compensation Awards
                                            -------------------                              -------------------
                                                                                        Securities
                                                                                        Underlying         All Other
    Name and Principal Position         Fiscal Year        Salary(1)      Bonus(2)      Options(#)       Compensation
    ---------------------------         -----------        ---------      --------      ----------       ------------
<S>                                      <C>               <C>             <C>            <C>
Dennis N. Caulfield (3)                   1998               $89,846         $0              0                $9,923(3)
    Former Chief Executive Officer        1997(A)           $266,666         $0              0               $43,323(3)
                                          1997              $320,000         $0              0              $130,220(3)
                                          1996              $320,000         $0              0               $36,174(3)
</TABLE>
                                       5

<PAGE>
<TABLE>
<CAPTION>

                                                                                                  Long Term
                                            Annual Compensation                              Compensation Awards
                                            -------------------                              -------------------
                                                                                        Securities
                                                                                        Underlying         All Other
    Name and Principal Position         Fiscal Year        Salary(1)      Bonus(2)      Options(#)       Compensation
    ---------------------------         -----------        ---------      --------      ----------       ------------
<S>                                      <C>               <C>             <C>            <C>

C. Jill Beresford (4)                     1998              $182,506         $0              0               $12,848(4)
    Chief Executive Officer,              1997(A)           $150,000         $0              0                $6,424(4)
    Chairman of the Board of              1997              $180,000         $0              0               $26,716(4)
    Directors                             1996              $180,000         $0              0               $14,612(4)

Alex F. Vaicunas (5)                      1998              $124,856         $0              0                $1,746(5)
    Former Vice President of Film         1997(A)           $104,167         $0              0                $3,150(5)
    Sales                                 1997              $125,000         $0              0                $3,232(5)
                                          1996              $125,000         $0              0                $1,213(5)

Richard Nurse, Ph.D. (6)                  1998              $119,115         $0              0          
    Vice   President   of  Technical      1997(A)            $64,399         $0              0                $8,935(6)
    Development                           1997               $77,279         $0              0                $3,410(6)
                                          1996               $71,936         $0              0                $4,401(6)
                                                                                                              $3,656(6)

Paul  J. DeCristofaro (7)                 1998               $32,332         $0              0                  $668(7)
    Former Chief Financial Officer        1997(A)            $83,410         $0              0                       $0
                                          1997              $100,092         $0              0                       $0
</TABLE>

(A)       Reflects information for the 10 months ended December 31, 1997.

(1)      Amounts shown indicate cash compensation earned and received by
         executive officers. No amounts were earned but deferred at the election
         of those officers. Executive officers participate in Company group life
         and health insurance.

(2)      From July 1, 1993 through December 31, 1998, Mr. Caulfield, Ms.
         Beresford and Mr. Vaicunas had been eligible to participate in an
         executive compensation program which provided them with an aggregate
         bonus equal to 6% of the Company's pre-tax profit for the first
         $1,000,000 in pre-tax profits in any fiscal year, and 12% of pre-tax
         profits in excess of $1,000,000 in any fiscal year except that in the
         discretion of the Board of Directors the bonus would not exceed
         $750,000 in the aggregate in any fiscal year beginning with fiscal year
         1995. No bonuses were paid to Mr. Caulfield, Ms. Beresford or Mr.
         Vaicunas during 1998, the 10 month period ended December 31, 1997, in
         Fiscal 1997 or in Fiscal 1996 under this program. This program is no
         longer in effect.

(3)      In the periods presented, the Company paid approximately $335 and $990
         per month for two personal term life insurance policies for Mr.
         Caulfield and $700 per month for a disability policy. The Company also
         made automobile and insurance payments of approximately $980 per month
         during 1998, the 10 months ended December 31, 1997, in Fiscal 1997 and
         in Fiscal 1996, for an automobile for Mr. Caulfield. The Fiscal 1997
         amount includes $73,846 paid for unused vacation from prior fiscal
         years and $12,308 for unused vacation from Fiscal 1997. This amount
         also includes $0, $6,400, $8,000 and $0 the Company contributed to Mr.
         Caulfield's 401(k) account during 1998, the 10 months ended December
         31, 1997, in Fiscal 1997 and in Fiscal 1996, respectively. Mr.
         Caulfield's employment with the Company terminated on July 2, 1998.

(4)      In the periods presented, the Company paid approximately $80 per month
         for a personal term life insurance policy for Ms. Beresford and
         approximately $190 per month for a disability policy. In the periods
         presented, the Company also made automobile and insurance payments of
         approximately $435 and $790, respectively, per month for an automobile
         for Ms. Beresford for 1998 and all other periods presented,

                                       6

<PAGE>

         respectively. The amount also includes $10,385 and $7,616 of unused
         vacation pay that was paid in Fiscal 1997 and Fiscal 1996,
         respectively. This amount also includes $3,655, $3,655, $3,738 and $623
         the Company contributed to Ms. Beresford's 401(k) account during 1998,
         the 10 months ended December 31, 1997, in Fiscal 1997 and in Fiscal
         1996, respectively. Ms. Beresford began serving as the Chairman of the
         Board of Directors and Chief Executive Officer on July 2, 1998, when
         Mr. Caulfield's employment with the Company ceased.

(5)      In the periods presented, the Company paid approximately $65 per month
         for a disability policy for Mr. Vaicunas. This amount excludes
         automobile and insurance payments from the Company on behalf of Mr.
         Vaicunas of approximately $760 per month for an automobile. Mr.
         Vaicunas reimburses the Company for any personal use of the automobile.
         This amount also includes $0, $2,500, $2,452 and $433 the Company
         contributed to Mr. Vaincunas' 401(k) account during 1998, the 10 months
         ended December 31, 1997, in Fiscal 1997 and in Fiscal 1996,
         respectively. Mr. Vaicunas served as the Vice President of Film Sales
         until December 26, 1998.

(6)      In the periods presented, the Company reimbursed Dr. Nurse for mileage
         on his car and travel expenses associated with Company business. Dr.
         Nurse served as the Vice President of Technical Development throughout
         1998.

(7)      This amount includes $668 the Company contributed to Mr. DeCristofaro's
         401(k) account during 1998. Mr. DeCristofaro served as the Company's
         Chief Financial Officer until March 1998.

STOCK OPTION PLANS

         In May 1990, the Company adopted a stock option plan and on October 25,
1993, the Company approved a stock option plan that provides certain individuals
the right to purchase up to 200,000 shares and 750,000 shares, respectively, of
Common Stock. In September 1996, the Company adopted a stock option plan that
entitles certain individuals the right to purchase up to 1,000,000 shares of
Common Stock. The Board of Directors determines those individuals who receive
options, the time period during which the options may be exercised, the number
of shares of Common Stock that may be purchased and the exercise price (which
cannot be less than the fair market value of the Common Stock at the date of
grant). Options generally vest ratably over two to five years. The Company may
not grant employee incentive stock options with a fair value in excess of
$100,000 that is exercisable during any one calendar year. Options granted under
the stock option plans generally expire 10 years from the date of grant.


               AGGREGATED OPTION EXERCISED IN THE LAST FISCAL YEAR
                            AND FY-END OPTION VALUES

<TABLE>
<CAPTION>

                                                                                  Number of
                                                                                  Securities            Value of
                                                                                  Underlying          Unexercised
                                                                             Unexercised Options      In-the-Money
                                                                                  at FY-End             Options
                                      Shares Acquired           Value           Exercisable/        Unexercisable
               Name                     on Exercise          Realized($)        Unexercisable           ($)(1)
               ----                     -----------          -----------        -------------           ------
<S>                                        <C>                   <C>               <C>                   <C>
C. Jill Beresford............                0                    0                 163,224/0             0 / 0
</TABLE>

(1)      In-the-money options are those options for which the fair market value
         of the underlying Common Stock is greater than the exercise price of
         the option. On December 31, 1998, the fair market value of the
         Company's Common Stock underlying the options (as determined by the
         last sale price quoted on NASDAQ/OTC Bulletin Board) was $0.19. Since
         the exercise price of all of the options reflected in this

                                       7
<PAGE>

         table is greater than $0.19, the options held by this individual were
         not in-the-money and are, therefore, not included in this calculation.

401(k) RETIREMENT SAVINGS PLAN

         The Company provides an employee retirement savings plan under 
Section 401(k) of the Internal Revenue Code which covers substantially all 
employees (the "Plan"). Under the terms of the Plan, employees may contribute 
a percentage of their salary, up to a maximum of 15%, which is then invested 
in one or more of several mutual funds selected by the employee. The Company 
matches 100% of the employee contribution up to a maximum of 2% of their 
salary.

EMPLOYMENT CONTRACTS, TERMINATION OF EMPLOYMENT AND CHANGE IN CONTROL 
ARRANGEMENTS

          In prior years, the Company entered into employment, 
non-competition, and confidentiality agreements with each of Mr. Caulfield, 
Ms. Beresford and Mr. Vaicunas. Base salaries for Mr. Caulfield, Ms. 
Beresford and Mr. Vaicunas were $320,000, $180,000 and $125,000 per annum, 
respectively, subject to periodic review by the Board of Directors. Each of 
these agreements expired on June 30, 1998. Ms. Beresford's employment 
agreement was renewed for an additional one year term. Her agreement provides 
for severance payments of 60 months base salary in the event her employment 
is terminated without cause and prohibits her from competing with the Company 
for a period of 24 months following termination of employment with the 
Company. In the event of a change of control in the Company, she has the 
option to terminate her employment and to receive additional severance 
compensation subject to the provisions of their employment agreements. The 
Company has also entered into non-competition and confidentiality agreements 
with certain other employees.

          In conjunction with the January 1999 Financing (as defined in Item 
13 below), on January 27, 1999, the Company entered into an employment 
agreement with each of Ms. Beresford, Mr. Koehlinger, Dr. Nurse and Dr. 
Schulz (each a "Contracted Employee" or collectively, the "Contracted 
Employees"). Base salaries for Ms. Beresford, Mr. Koehlinger and Dr. Nurse 
are $125,000 each per annum. Dr. Schulz's base salary is $150,000 per annum. 
Mr. Koehlinger's, Dr. Nurse's and Dr. Schulz's employment terms are from 
January 27, 1999 to January 27, 2002 and after such terms, each individual's 
employment will revert to the status of employment at will and will 
thereafter be subject to termination by either party at any time and 
regardless of cause. Ms. Beresford's employment term begins on July 1, 1999 
and terminates on June 30, 2000 and upon expiration of that term, the 
Company, at its option, may extend her employment term for an additional 18 
months provided the Company gives Ms. Beresford proper notice.

          Under the terms of each Contracted Employee's employment agreement, 
each Contracted Employee is to receive options to purchase Common Stock 
during the term of each's respective agreement if the Company equals or 
exceeds certain financial performance goals. See "Compensation Committee - 
Board of Directors Compensation Committee Report on Executive Compensation - 
Bonus Plan" below for a description of the performance goals. Also, in 
consideration of the Contracted Employee entering into his or her employment 
agreement, the Company granted each Contracted Employee a warrant to purchase 
a certain number of shares of Common Stock. Such warrants are not exercisable 
until the Company's stockholders approve an amendment to the Company's 
Certificate of Incorporation increasing the number of shares of authorized 
Common Stock. Such warrants expire on January 27, 2009. Dr. Schulz was 
granted a warrant to purchase 2,188,000 shares of Common Stock at $0.04 per 
share. Dr. Nurse and Mr. Koehlinger were each granted a warrant to purchase 
1,719,000 shares of Common Stock at $0.04 per share. Ms. Beresford was 
granted a warrant to purchase 937,000 shares of Common Stock at $0.04 per 
share. Each of the Contracted Employees has paid to the Company their 
respective amount due under these warrants. Messrs. Schulz, Koehlinger and 
Nurse and Ms. Beresford borrowed funds in the aggregate amount of $262,520 
from DGJ necessary to exercise their warrants described above. In 
consideration for the loan from DGJ to these individuals, each Contracted 
Employee pledged the shares which will be issued upon exercise of the 
warrants. Dr. Schulz is also given as consideration for his employment costs 
related to an apartment and an automobile for the duration of his employment.

         On March 22, 1999, the Company entered into an employment agreement
with Peter W. Blackett with a base salary of $125,000 per annum. The term of his
employment agreement is three years, terminating on March 21, 2002. After the
stated term in this agreement, Mr. Blackett's employment with the Company will
revert to the status

                                       8

<PAGE>

of employment at will and will thereafter be subject to termination by either 
party at any time regardless of cause. Under the terms of the agreement, Mr. 
Blackett will receive options to purchase Common Stock during the term of 
employment if the Company equals or exceeds certain performance goals. See 
"Compensation Committee Board of Directors Compensation Committee Report on 
Executive Compensation - Bonus Plan" below for a description of the 
performance goals. Mr. Blackett is also given as consideration for his 
employment reasonable and necessary expenses incurred in connection with the 
moving of his personal residence close to the Company's office.

CONSULTING AGREEMENT

         Also in connection with the January 1999 Financing, the Company 
entered into a consulting agreement with Mr. Hughes for a three year term 
ending on January 27, 2002. Mr. Hughes receives a consulting fee of $1,000 
per week and will receive options to purchase Common Stock during the term of 
his agreement if the Company equals or exceeds certain financial performance 
goals. See "Compensation Committee - Board of Directors Compensation 
Committee Report on Executive Compensation - Bonus Plan" below for a 
description of the performance goals. Also, in consideration of Mr. Hughes 
executing the consulting agreement, the Company granted him a warrant to 
purchase 937,000 shares of Common Stock at $0.04 per share. Mr. Hughes has 
paid to the Company the full amount due under this warrant. Such warrant is 
not exercisable until the Company's stockholders approve an amendment to the 
Company's Certificate of Incorporation increasing the number of shares of 
authorized Common Stock. Mr. Hughes' warrant expires on January 27, 2009.

         Each of the employment agreements with the Contracted Employees and 
Mr. Blackett and the consulting agreement with Mr. Hughes contains a covenant 
not to compete provision and a confidentiality provision.

COMPENSATION OF DIRECTORS

         All outside Directors of the Company are paid $1,875 each per 
calendar quarter. No other Directors receive any compensation. In June 1992, 
David N. Laux, an outside Director, received options to purchase a total of 
7,500 shares of Common Stock at a purchase price of $2.50 per share through 
June 9, 2002. In March 1996, Ivan J. Hughes, then considered an outside 
Director, received options to purchase a total of 7,500 shares of Common 
Stock at a purchase price of $2.38 per share through June 9, 2003. In January 
1998, Mr. Laux received options to purchase a total of 25,000 shares of 
Common Stock at a purchase price of $1.25 per share through December 31, 2003.

BOARD OF DIRECTORS, BOARD COMMITTEES AND MEETINGS

         The Board of Directors has established an Audit Committee, a 
Compensation Committee and an Executive Committee. The Board of Directors 
held three meetings during 1998. Each director attended at least 75% of all 
meetings of the Board of Directors and applicable Committees held during 1998.

EXECUTIVE COMMITTEE

         The Executive Committee is empowered to act with all authority 
granted to the Board of Directors between Board of Directors meetings, except 
with respect to those matters required by Delaware law or by the Company's 
By-laws to be subject to the power and authority of the Board of Directors as 
a whole. Messrs. Ivan J. Hughes, Hanspeter Schulz and Gary R. Edidin are the 
current members of the Executive Committee. The former Executive Committee 
did not meet during 1998.

AUDIT COMMITTEE

         The Board of Directors has established an Audit Committee whose 
current members are David N. Laux, an outside director, Gary R. Edidin and 
Allen S. Gerrard. The purpose of the Audit Committee is to: (i) review the 
Company's financial results and recommend the selection of the Company's 
independent auditors; (ii) review the effectiveness of the Company's 
accounting policies and practices, financial reporting and internal controls; 
and (iii) review the scope of independent audit coverage, the fees charged by 
the independent auditors, any transactions which may involve a potential 
conflict of interest, and internal control systems.

                                       9
<PAGE>

         The functions of the Audit Committee are to: (i) recommend annually 
to the Board of Directors the appointment of the independent public 
accountants of the Company; (ii) discuss and review the scope and the fees of 
the prospective annual audit and to review the results thereof with the 
Company's independent public accountants; (iii) review and approve non-audit 
services of the independent public accountants; (iv) review compliance with 
existing major accounting and financial policies of the Company; (v) review 
the adequacy of the financial organization of the Company; and (vi) review 
management's procedures and policies relative to the adequacy of the 
Company's internal accounting controls.

         During 1998, the former Audit Committee met one time and the new 
Audit Committee has met once in 1999 for the purposes of: (i) reviewing the 
arrangements and scope of the Company's annual audit; (ii) discussing the 
matters of concern to the Committee with regard to the Company's financial 
statements or other results of the audit; and (iii) reviewing the Company's 
internal accounting procedures and controls and the activities and 
recommendations of the Company's independent public accountants.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

          The Compensation Committee consists of David N. Laux, Gary R. 
Edidin and Allen S. Gerrard. None of the executive officers of the Company 
have served on the Board of Directors of any other entity that has had any of 
such entity's officers serve either on the Company's Board of Directors or 
Compensation Committee. However, Ivan J. Hughes, a Director of the Company, 
serves on the Compensation Committee of Duro Bag, a customer of the Company. 
See "Certain Relationships and Related Transactions" in Item 13 below.

COMPENSATION COMMITTEE

          Messrs. David N. Laux, Gary R. Edidin and Allen S. Gerrard serve on 
the Compensation Committee. The former Compensation Committee did not meet 
during 1998.

BOARD OF DIRECTORS COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

         The Compensation Committee believes that the primary objectives of 
the Company's compensation policies are to attract and retain a management 
team that can effectively implement and execute the Company's strategic 
business plan. These compensation policies include: (i) an overall management 
compensation program that is competitive with management compensation 
programs at companies of similar size to attract, retain and motivate 
superior talent in the Company's industry; (ii) short-term bonus incentives 
for management to meet the Company's overall business strategy and 
profitability goals, including net income performance goals; (iii) promoting 
the Company's pay-for-performance philosophy; and (iv) long-term incentive 
compensation which will encourage management to continue to focus on 
stockholder return.

         It is the intention of the Compensation Committee to utilize a 
pay-for-performance compensation strategy that will facilitate the attainment 
of the Company's sales growth and profitability goals. Also, the Compensation 
Committee's goal is to use compensation policies to closely align the 
interests of the Company with the interests of stockholders so that the 
Company's management has incentives to achieve short-term performance goals 
while building long-term value for the Company's stockholders. The 
Compensation Committee will review its compensation policies from time to 
time to determine the reasonableness of the Company's compensation programs 
and to take into account factors which are unique to the Company.

         BONUS PLAN. To incentivize senior management of the Company, Ms. 
Beresford, Mr. Koehlinger, Dr. Nurse, Dr. Schulz, Mr. Blackett and Mr. Hughes 
will receive options to purchase Common Stock, at $0.04 per share, during the 
term of their respective employment or consulting agreements if the Company 
equals or exceeds certain financial performance goals in 1999, 2000 and 2001. 
If the Company's net earnings for the particular fiscal years plus amounts 
deducted in the computation thereof for: (a) interest expense; (b) Federal, 
state and local income taxes; (c) depreciation; (d) amortization of 
intangibles, as computed by the Company's accountants in accordance with 
generally accepted accounting principals, consistently applied; and (e) any 
expenses or other charges associated with the investment, loans, and 
equipment leases made by DGJ to the Company and all other charges ("EBITDA"), 
equals or exceeds one of the EBITDA performance goals as stated in the 
employment or consulting agreements, the Company will grant such individuals 
options to purchase a certain number of shares of Common Stock. The 

                                       10
<PAGE>

maximum number of options to purchase Common Stock, in the aggregate for all 
such individuals will not exceed 14,250,000 shares of Common Stock. These 
options are not exercisable until the Company's stockholders approve an 
amendment to the Company's Certificate of Incorporation increasing the number 
of authorized shares of Common Stock. See "Employment Contracts, Termination 
of Employment and Change in Control Arrangements" section above for a 
description of these agreements.

         COMPENSATION FOR PRIOR CHIEF EXECUTIVE OFFICERS. Mr. Caulfield's and 
Ms. Beresford's compensation as Chief Executive Officer was based upon 
analysis by the predessor Compensation Committee of other comparable public 
companies' chief executive officers' compensation and each's efforts and 
success in the following areas: establishing strategic goals and objectives 
for the long-term growth of the Company; raising equity and debt capital 
needed to allow the Company to erase its working capital deficit and 
adequately capitalizing the Company to move forward; improving the Company's 
operating results; and establishing critical strategic partnerships with 
vendors and distribution channels.

         BASE SALARIES. Ms. Beresford's base salary will continue to be 
$180,000 per annum until June 30, 1999 and for her employment term from 
July 1, 1999 to June 30, 2000, her base salary will be $125,000 per annum. 
The current Compensation Committee believes that executive officer salaries 
reflect base salaries paid to senior officers of other companies of similar 
size.

         Section 162(m) of the Internal Revenue Code of 1986, as amended (the 
"Code"), generally disallows tax deductions to public companies for 
compensation over $1 million paid to a corporation's chief executive officer 
and the four other most highly compensated executive officers. Qualifying 
"performance-based" compensation will not be subject to the deduction limit 
if certain requirements are met. The Compensation Committee has discussed and 
considered and will continue to evaluate the potential impact Section 162(m) 
has on the Company in making compensation determinations, but has not 
established a set policy with respect to future compensation determinations. 


CONCLUSION

         The current Compensation Committee believes that the 
newly-instituted executive compensation plan implemented as part of the 
January 1999 Financing is consistent with the overall corporate strategy for 
continued growth in sales, manufacturing and earnings and stockholder value.

                             COMPENSATION COMMITTEE

                                 Gary R. Edidin
                                  David N. Laux
                                Allen S. Gerrard

                                PERFORMANCE GRAPH

         The following graph compares the cumulative total stockholder return 
(assuming reinvestment of dividends) from investing $100 on December 31, 
1993, and plotted at December 31, 1994, 1995, 1996, 1997 and 1998 in each of: 
(i) the Company's Common Stock; (ii) The National Association of Securities 
Dealers Automated Quotation System ("NASDAQ") National Market System Index of 
Companies; and (iii) Media General Industry Group representing Packaging and 
Container Companies, which consists of other companies in the packaging and 
containers manufacturing industry.

                                       11

<PAGE>

                COMPARISON FOR FIVE YEAR CUMULATIVE TOTAL RETURN

<TABLE>
<CAPTION>

                                             1993          1994          1995         1996          1997         1998
                                             ----          ----          ----         ----          ----         ----
<S>                                         <C>        <C>           <C>          <C>           <C>          <C>
BPI Packaging Technologies, Inc.             $100        $62.26        $32.08       $28.77        $16.98       $10.85
NASDAQ Market Index                          $100       $104.99       $136.18      $169.23       $207.00      $291.96
Peer Companies Group                         $100       $101.48       $100.15      $108.45       $100.92       $87.00
</TABLE>

                                 GRAPHIC OMITTED

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

FIVE-PERCENT BENEFICIAL OWNERS

         The following table sets forth the beneficial ownership of Common Stock
and Series A Preferred Stock as of March 31, 1999 by persons who beneficially
owned more than 5% of the Common Stock and Series A Preferred Stock or by
persons who did not beneficially own more than 5% of the Common Stock and Series
A Preferred Stock but who constituted members of a "group" within the meaning of
Section 13(d)(3) of the Exchange Act, beneficially owning more than 5% of the
Common Stock and Series A Preferred Stock. Each of the persons listed below was
a member of such a group by virtue of being a party to the Lockup Agreement (the
"Lockup Agreement"), by and among Ms. Beresford, Mr. Hughes and DGJ, dated
January 27, 1999, pursuant to which the parties agreed to vote their shares of
stock as directed by DGJ on any matters presented to the Company's stockholders
with respect to the Securities Purchase Agreement. Each of the persons listed
below disclaims beneficial ownership in any shares beneficially owned by the
others. The number of shares of Common Stock and Series A Preferred Stock
beneficially owned by each person listed below is based on information contained
in the Schedule 13D filed with the Commission on behalf of the listed persons.
The percentage of shares of the Common Stock and Series A Preferred Stock each
listed person is indicated as beneficially owning is based on 21,495,621 and
193,358 shares of Common Stock and Series A Preferred Stock, respectively,
outstanding on March 31, 1999.

<TABLE>
<CAPTION>

NAME AND ADDRESS                          NUMBER OF SHARES            PERCENTAGE OF COMMON STOCK
OF BENEFICIAL OWNER                      BENEFICIALLY OWNED                     (1)(2)
<S>                                        <C>                                <C>
C. Jill Beresford(3)(5)                       1,624,249                          7.45%
  455 Somerset Avenue
  North Dighton, Massachusetts  07264

Ivan J. Hughes(4)(5)                             90,000                            *
  Davis and Oak Streets
  Ludlow, Kentucky  41016-0250

DGJ (6)                                      30,937,500                         58.79%
  600 Central Avenue, Suite 262
  Highland Park, Illinois  60036
</TABLE>

*  Less than one percent.

(1)      Pursuant to the rules of the Commission, shares of Common Stock which
         an individual or group has a right to acquire within 60 days pursuant
         to the exercise of options or warrants are deemed to be 

                                       12

<PAGE>

         outstanding for the purpose of computing the percentage ownership of
         such individual or group, but are not deemed to be outstanding for
         the purpose of computing the percentage ownership of any other person
         shown in the table. This table reflects the ownership of all shares
         of Common Stock and the Series A Convertible Preferred Stock voting
         as a single class, since each is entitled to one vote per share.

(2)      Does not give effect to the issuance of: (i) up to 340,053 shares of
         Common Stock issuable upon conversion of Series A and Series B
         Convertible Preferred Stock; (ii) up to 180,372 shares issuable upon
         exercise of warrants issued to an individual and principals of the
         placement agent in the Company's private placements to overseas DGJs;
         (iii) up to 1,950,000 shares issuable upon exercise of options granted
         or available for grant under the Company's 1990, 1993 and 1996 stock
         option plans; (iv) up to 200,000 shares of Common Stock issuable upon
         the exercise of warrants issued to financial consultants of the
         Company, subject to adjustment; and (v) up to 5,500,000 shares of
         Common Stock issuable upon the exercise of options expiring January 27,
         2009 issued to consultants of the Company, subject to adjustments.

(3)      Includes: (i) 1,314,130 shares of Common Stock; (ii) 146,695 shares of
         Series B Convertible Preferred Stock; and (iii) 163,224 shares of
         Common Stock issuable upon the exercise of an option at a price of
         $2.50 per share through June 30, 2003.

(4)      Includes 82,500 shares of Common Stock and 7,500 shares of Common Stock
         issuable upon exercise of an option at a purchase price of $2.38 per
         share through March 24, 2006.

(5)      These individuals received warrants to purchase a certain number of
         shares Common Stock at $0.04 per share. These warrants expire on
         January 27, 2009 and are described above in Section "Board of Directors
         and Executive Officers - Employment Contracts, Termination of
         Employment and Change in Control Arrangements." These warrants are not
         exercisable until the Company's stockholders approve an amendment to
         the Company's Certificate of Incorporation increasing the number of
         shares of the Company's authorized Common Stock.

(6)      Includes 30,937,500 shares of Common Stock issuable upon the exercise
         of a warrant at a price of $0.04 per share through January 27, 2009.
         However, DGJ has indicated that it has no current intention of
         exercising this warrant to purchase Common Stock. This amount does not
         include 1,629,930 shares of Series C Preferred Stock of the Company.

DIRECTORS, DESIGNATED DIRECTORS AND EXECUTIVE OFFICERS

         The following table sets forth the beneficial ownership of Common Stock
or Series A Convertible Preferred Stock as of March 31, 1999 by: (i) directors
and Designated Directors of the Company; (ii) executive officers of the Company;
and (iii) directors, Designated Directors and executive officers of the Company
as a group. The number of shares beneficially owned of Common Stock and Series A
Convertible Preferred Stock listed below is based on information contained in a
Schedule 13D filed with the Commission on behalf of the named persons and on
information provided to the Company by the named persons. The percentage of
shares of the class each person is listed as beneficially owning is based upon
21,495,621 and 193,358 shares of Common Stock and Series A Convertible Preferred
Stock outstanding, respectively, as of March 31, 1999. Except as otherwise
indicated, the stockholders listed in the table have sole voting and investment
powers with respect to the shares indicated.

<TABLE>
<CAPTION>

NAME AND ADDRESS                                             NUMBER OF SHARES
OF BENEFICIAL OWNER                                         BENEFICIALLY OWNED           PERCENTAGE OF CLASS (1)(2)
-------------------                                         ------------------           --------------------------
<S>                                                             <C>                              <C>
Hanspeter Schulz, Ph.D.(3)(11)                                           0                            0%
Richard H. Nurse, Ph.D.(3)(11)                                       6,000                             *
C. Jill Beresford(3)(4)(6)(11)                                   1,627,249                         7.45%
James F. Koehlinger(3)(11)                                               0                            0%
Peter W. Blackett (3)                                                    0                            0%
Ivan J. Hughes(5)(6)(11)                                            90,000                             *
  Davis and Oak Streets
  Ludlow, Kentucky  41016-0250
</TABLE>

                                       13
<PAGE>
<TABLE>
<CAPTION>

NAME AND ADDRESS                                             NUMBER OF SHARES
OF BENEFICIAL OWNER                                         BENEFICIALLY OWNED           PERCENTAGE OF CLASS (1)(2)
-------------------                                         ------------------           --------------------------
<S>                                                             <C>                              <C>
David N. Laux(7)                                                    52,500                             *
  1700 N. Moore St, Suite 1703
  Arlington, Virginia  22209

Gary R. Edidin (8)                                              30,937,500                        58.79%
  Edidin & Associates
  600 Central Avenue
  Suite 262
  Highland Park, IL 60035

Allen S. Gerrard (9)                                            30,937,500                        58.79%
  Deere Park Capital Management
  40 Skokie Boulevard
  Suite 110
  Northbrook, IL 60062

Theodore L. Koenig (10) **                                               0                            0%
  55 East Monroe Street, Suite 4100
  Chicago, Illinois 60603

Bruce M. Fleisher **                                                     0                            0%
  2350 N. Lincoln Park West
  Chicago, Illinois 60614

All Officers and Directors                                      32,713,249                        54.52%
  as a Group (11 persons)(4)(5)(6)(7)
</TABLE>

*    Less than one percent.
**   Designated Director.

(1)      Pursuant to the rules of the Commission, shares of Common Stock which
         an individual or group has a right to acquire within 60 days pursuant
         to the exercise of options or warrants are deemed to be outstanding for
         the purpose of computing the percentage ownership of such individual or
         group, but are not deemed to be outstanding for the purpose of
         computing the percentage ownership of any other person shown in the
         table. This table reflects the ownership of all shares of Common Stock
         and the Series A Convertible Preferred Stock voting as a single class,
         since each is entitled to one vote per share.

(2)      Except as otherwise noted, does not give effect to the issuance of: (i)
         up to 340,053 shares of Common Stock issuable upon conversion of Series
         A and Series B Convertible Preferred Stock; (ii) up to 180,372 shares
         issuable upon exercise of warrants issued to an individual and
         principals of the placement agent in the Company's private placements
         to overseas DGJs; (iii) up to 1,950,000 shares issuable upon exercise
         of options granted or available for grant under the Company's 1990,
         1993 and 1996 Stock Option Plans; (iv) up to 200,000 shares of Common
         Stock issuable upon the exercise of warrants issued to financial
         consultants of the Company, subject to adjustment; and (v) up to
         5,500,000 shares of Common Stock issuable upon the exercise of options
         expiring January 27, 2009 issued to consultants of the Company, subject
         to adjustments.

(3)      These  individuals  may be reached at the Company's  headquarters  
         located at 455 Somerset Avenue, North Dighton, Massachusetts 02764.

(4)      Includes: (i) 1,314,130 shares of Common Stock; (ii) 146,695 shares of
         Series B Convertible Preferred Stock; and (iii) 163,224 shares of
         Common Stock issuable upon the exercise of an option at a price of
         $2.50 per share through June 30, 2003.

(5)      Includes 82,500 shares of Common Stock and 7,500 shares of Common Stock
         issuable upon exercise of an option at a purchase price of $2.38 per
         share through March 24, 2006.

                                       14

<PAGE>

(6)      Under the terms of the Lockup Agreement, agreed to vote as directed by
         DGJ with respect to any matters presented to the Company's stockholders
         with respect to the Agreement and agreed not to sell shares of Common
         Stock without the prior written consent of DGJ.

(7)      Includes: (i) 20,000 shares of Common Stock; (ii) 7,500 shares of
         Common Stock issuable upon exercise of an option at a purchase price of
         $2.50 per share through June 9, 2002; and (iii) 25,000 shares of Common
         Stock issuable upon exercise of an option at a purchase price of $1.25
         per share through December 31, 2003.

(8)      A member of DGJ and also a member of the Board of Managers, Chairman,
         President and Chief Executive Officer of DGJ. Mr. Edidin holds no
         shares of the Company directly, but may deemed to beneficially own
         30,937,500 shares of Common Stock beneficially owned by DGJ by virtue
         of his positions with DGJ. This amount does not include 1,629,930
         shares of Series C Preferred Stock of the Company owned by DGJ. Mr.
         Edidin disclaims beneficial ownership of all such shares.

(9)      A Director of Deere Park Capital Management, which is a member of DGJ.
         He is also a Member of the Board of Managers and Treasurer of DGJ. Mr.
         Gerrard holds no shares of the Company directly, but may deemed to
         beneficially own 30,937,500 shares of Common Stock beneficially owned
         by DGJ by virtue of his positions with DGJ. This amount does not
         include 1,629,930 shares of Series C Preferred Stock of the Company
         owned by DGJ. Mr. Gerrard disclaims beneficial ownership of such
         shares.

(10)     A member of Monroe Investments, Inc., which is a member of Hilco BPI,
         L.L.C., which is a member of DGJ. He disclaims beneficial ownership of
         stock of the Company except to the extent of his membership interest in
         DGJ through such entities.

(11)     These individuals acquired warrants to purchase a certain number of
         shares Common Stock at $0.04 per share. These warrants expire on
         January 27, 2009 and are described above in Section "Board of Directors
         and Executive Officers - Employment Contracts, Termination of
         Employment and Change in Control Arrangements." These warrants are not
         exercisable until the Company's stockholders approve an amendment to
         the Company's Certificate of Incorporation increasing the number of
         shares of the Company's authorized Common Stock.

ITEM 13.          CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         Ivan J. Hughes, a Director of the Company, is the President of the
Plastic's Division, and a Director and a member of the Executive and
Compensation Committees of Duro Bag. In January, February and March, Duro Bag
issued purchase orders for $192,000, $190,335 and $209,513 to the Company to
purchase bags for Duro Bag customers. The Company expects similar monthly orders
from Duro Bag throughout 1999.

         In November 1990, the Company established an officer's loan receivable
to Dennis N. Caulfield, its Chairman for $132,197. The note was amended in April
1998 and the interest rate changed to 6% effective from November 1990 and is now
payable on or before January 1, 2001. As the Company has suffered recurring net
losses and operating cash flow deficiencies, a reserve of $586,978 established
for this loan and additional loans the Company made to Mr. Caulfield as of
December 31, 1997. In addition, the Company paid, on behalf of the former
Chairman, approximately $36,000 of a $200,000 levy in exchange for an interest
bearing note due on or before June 30, 1998, which has not yet been repaid.

         Effective February 26, 1994, Ronald Caulfield exchanged his 49,500
shares of common stock of RC America for 200,000 shares of the Company's Common
Stock, pursuant to the terms of a Stock Exchange Agreement by and between the
Company and Ronald Caulfield (the "Exchange Agreement"). The Exchange Agreement
also provides for the issuance to Ronald Caulfield of up to an additional
100,000 shares of the Company's Common Stock over a five year period based on RC
America attaining certain levels of pre-tax earnings. No shares of Common Stock
were issued in 1998 or for the 10 month period ended December 31, 1997. As a
result of RC America's earnings for Fiscal Year 1997 and Fiscal Year 1996, 2,649
and 2,550 shares, 

                                       15

<PAGE>

respectively, of the 100,000 shares of Common Stock were issued to Mr. Ronald 
Caulfield. The Exchange Agreement contains demand and piggy-back registration 
rights for the shares.

         On January 27, 1999, the Company entered into a Securities Purchase
Agreement (the "Securities Purchase Agreement") with DGJ (the "January 1999
Financing"), whereby the Company agreed to issue and sell to DGJ, and DGJ agreed
to purchase from the Company:

         1. a Promissory Note in the aggregate principal amount of $3,200,000 
(the "Note");

         2. a Common Stock Purchase Warrant for the purchase of up to 
80,000,000 shares of the Company's Common Stock, at an exercise price of 
$0.04 per share, exercisable until January 27, 2009; and

         3. 1,629,930 shares of Series C  Preferred Stock of the Company.

         In addition, certain members of the Company's management invested
$300,000 in the Company's warrants. The Common Stock represented by the warrants
cannot be issued until approval for an increase in the Company's authorized
shares of Common Stock is obtained at the Annual Meeting. See "Employment
Contracts, Termination of Employment and Change In Control" section above for a
description of these warrants.

         The shares of the Series C Preferred Stock were purchased by DGJ for an
aggregate purchase price of $100. Some of the rights and restrictions of Series
C Preferred Stock include the following: (i) the holders of Series C Preferred
Stock have no voting rights; provided, however, upon an Event of Default, as
defined in the Securities Purchase Agreement, holders of the Series C Preferred
Stock will be entitled to vote with the holders of the Common Stock as a single
class on each matter submitted to a vote to the Company's stockholders, with
each share of the Series C Preferred Stock having 30 votes per one vote of each
share of Common Stock; (ii) if the Note has been retired in its entirety, the
Company, at its option, may elect to redeem all or a portion of the outstanding
Series C Preferred Stock, at an aggregated redemption price of $100 plus accrued
interest at a rate of 6% per annum commencing on January 27, 1999; and (iii) the
shares of the Series C Preferred Stock are not convertible into shares of Common
Stock.

         Pursuant to a Factoring Agreement, dated January 27, 1999, between the
Company and Franklin Capital Corporation ("Franklin"), a company related to DGJ,
Franklin provides the Company with $2,000,000 of financing secured by the
Company's accounts receivable and $1,000,000 secured by its inventory. The term
for both the accounts receivable and inventory financing is six months, subject
to automatic renewal unless the Company gives at least 90 days written notice of
termination. The financing bears interest at the prime rate plus 5% on the
outstanding balance on the inventory loan and the prime rate plus 2% on all
accounts receivable submitted for financing. The Company may borrow up to 85% of
its qualified accounts receivable and 33% of its qualified inventory.

         Pursuant to an Equipment Lease, dated January 27, 1999, the Company's
equipment, capital and operating leases are now funded by a new equipment lease
with DGJ. Current obligations of $3,800,000 and accrued lease obligations of
$1,643,000 were retired and $1,679,000 of equipment previously under operating
leases was added to the property and equipment accounts. The new lease carries
no debt reduction obligation and is treated as long-term debt. The combined
monthly payments under the retired leases were reduced from approximately
$305,000 per month to $102,000 per month under the new lease agreement.

         Four of the Company's directors are either related to DGJ or have been
designated by DGJ. Gary R. Edidin and Allen S. Gerrard were appointed to the
Board of Directors in January 1999. On April 30, 1999, the Company will appoint
Bruce M. Fleisher and Theodore L. Koenig as Class III directors. Mr. Koenig is a
partner with the Chicago-based law firm of Holleb & Coff, which is now providing
legal services to the Company.

         In February 1999, the Company borrowed approximately $219,000 from DGJ
to purchase an additional piece of equipment. This loan bears interest at a rate
of 18% per annum and matures in September 1999.

                                       16

<PAGE>

                                   SIGNATURES

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

                                    BPI PACKAGING TECHNOLOGIES, INC.

Date:  April 26, 1999

                                    By:    /s/ Hanspeter Schulz
                                        --------------------------------------
                                           Hanspeter Schulz, President

         Pursuant to the requirements of the Securities Exchange Act of 1934, 
this Report has been signed by the following persons on behalf of the 
Registrant and in the capacities and on the date indicated.

<TABLE>
<CAPTION>

Signature                                  Title                                                    Date
---------                                  -----                                                    ----
<S>                                       <C>                                                 <C>


/s/ Hanspeter Schulz                       President and Director                              April 26, 1999
--------------------


/s/ Ivan J. Hughes                         Chairman of the Board of Directors                  April 26, 1999
------------------


/s/ Richard H. Nurse                       Vice President of Manufacturing                     April 26, 1999
--------------------


/s/ C. Jill Beresford                      Vice President of Marketing                         April 26, 1999
---------------------


/s/ James F. Koehlinger                    Chief Financial Officer,                            April 26, 1999
-----------------------                    Principal Accounting Officer and
                                           Treasurer


/s/ David N. Laux                          Director                                            April 26, 1999
-----------------


/s/ Gary R. Edidin                         Director                                            April 26, 1999
------------------


/s/ Allen S. Gerrard                       Director                                            April 26, 1999
--------------------
</TABLE>

                                       17

<PAGE>

                        BPI PACKAGING TECHNOLOGIES, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

THE FOLLOWING IS AMENDED AND RESTATED CONSOLIDATED FINANCIAL STATEMENTS FOOTNOTE
NO. 2 FOR THE YEAR ENDED DECEMBER 31, 1998 FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION ON MARCH 31, 1999.

NOTE 2:  GOING CONCERN AND MANAGEMENT'S PLAN

         On January 27, 1999, the Company entered into a Securities Purchase
Agreement (the "Purchase Agreement") with an investor, DGJ, L.L.C., a Delaware
limited liability company ("DGJ"), whereby the Company agreed to issue and sell
to DGJ, and DGJ agreed to purchase from the Company the following:

         1. a Promissory Note in the aggregate principal amount of $3,200,000;

         2. a Common Stock Purchase Warrant for the purchase of up to 
80,000,000 shares of the Company's common stock, $.01 par value per share 
(the "Common Stock"), at an exercise price of $0.04 per share, exercisable 
until January 27, 2009; and

         3. 1,629,930 shares of Series C Preferred Stock of the Company.

         The $3,200,000 subordinated note with a term of payment due 
February 1, 2004 or earlier: if the Company enters into a merger, into a public
offering in excess of $10,000,000, defaults on the payment of interest or 
sell 50% or more of its shares in the Company to a shareholder not previously 
an investor in the Company. The note has an interest rate of 6% per annum 
payable monthly in arrears. The note is secured by all assets of the Company.

         In addition, Company management invested $300,000 in warrant 
exercises that appear as subscribed stock on the Pro Forma Balance Sheet. The 
Common Stock represented by the warrants cannot be issued until approval for 
an increase in the authorized shares outstanding is obtained at the next 
annual meeting of stockholders.

         A factoring agreement with a company related to DGJ now provides the 
Company with $2,000,000 of financing secured by the Company's accounts 
receivable and $1,000,000 secured by its inventory. The term for both 
accounts receivable and inventory financing is six months, subject to 
automatic renewal unless the Company gives at least 90 days written notice of 
termination. The financing bears interest at prime rate plus 5% on the 
outstanding balance on the inventory loan and the prime rate plus 2% on all 
accounts receivable submitted for financing. The Company may borrow up to 85% 
of its qualified accounts receivable and 33% of its qualified inventory.

         In conjunction with the financing, the Company entered into 
agreements with most of its unsecured creditors that provided for a 
discounted payment in February 1999 or a non-interest bearing agreement to 
pay the entire balance over a three-year period. The unsecured creditor 
agreements, together with the financing referred to above, allowed the 
Company to restructure trade notes payable of $584,000 and accounts payable 
of $6,597,000, or a total of $7,181,000, compared to $1,874,000 of current 
accounts payable and $1,426,000 of long-term debt, or a total of $3,300,000 
after refinancing.

         The Company's equipment, capital and operating leases were funded by 
the new equipment lease with DGJ. Current obligations of $3,800,000 and 
accrued lease obligations of $1,643,000 were retired and $1,679,000 of 
equipment previously under operating leases were added to the property and 
equipment 

                                       18

<PAGE>

accounts. The new lease carries no debt reduction obligation and is treated 
as long-term debt. The combined monthly payments under the retired leases 
were reduced from approximately $305,000 per month to $102,000 per month 
under the new lease agreement.

         A note payable, warrants and Series C Preferred Stock purchased by DGJ
for $3,200,200 were valued at the discounted fair market value at an assumed
rate of 14%. Of the $3,200,000, $480,000 has been recorded as additional capital
in excess of par value related to the warrants. The Series C Preferred Stock is
determined to have no value separate from the warrants. The Series C Preferred
Stock is not convertible and has no preference in liquidation, although, it has
a voting preference.

         The plan to restructure the Company's operations and management, which
began in the third quarter of 1998, to satisfy past due trade creditors and past
due operating and capital lease balances, is progressing.

                                       19

<PAGE>

                        BPI PACKAGING TECHNOLOGIES, INC.

                             Pro Forma Balance Sheet

<TABLE>
<CAPTION>

                                                                            As audited                Pro Forma
                                                                        December 31, 1998         December 31, 1998
                                                                        -----------------         -----------------
<S>                                                                    <C>                        <C>
Current assets
Cash                                                                     $        73,116           $     977,216
Accounts receivable, net                                                         882,389                 882,389
Inventories, net                                                                 717,413                 717,413
Prepaid expenses                                                                  51,420                  51,420
                                                                         ---------------           -------------

         Total current assets                                                  1,724,338               2,628,438
                                                                         ---------------           -------------

Property and equipment, net                                                   15,290,305              16,969,278
                                                                         ---------------           -------------

Deposits - leases and equipment purchases                                        149,851                  73,911
Loans to officers, net                                                             6,072                   6,072
Other assets, net                                                                581,399               1,219,703
                                                                         ---------------           -------------
                                                                                 737,322               1,299,686
                                                                         ---------------           -------------
                                                                         $    17,751,965           $  20,897,402
                                                                         ---------------           -------------
                                                                         ---------------           -------------
Current liabilities

Note payable                                                             $       814,311           $   1,064,311
Trade notes payable                                                              584,433                --
Capital lease obligations due within one year                                  3,800,286                --
Accounts payable                                                               6,597,223               1,874,000
Accrued expenses                                                               2,676,239               1,032,862
                                                                         ---------------           -------------

         Total current liabilities                                            14,472,492               3,971,173
                                                                         ---------------           -------------

Capital lease obligations - long-term portion                                   --                     6,800,000
                                                                         ---------------           -------------

Long-term debt - Accounts Payable                                               --                     1,425,540
                                                                         ---------------           -------------

Notes payable                                                                   --                     2,720,000
                                                                         ---------------           -------------

Stockholders' equity

Subscribed stock                                                                --                       300,000
Series B convertible preferred stock, $.01 par value                           1,466,954               1,466,954
Series A convertible preferred stock, $.01 par value                             674,032                 674,032
Series C redeemable preferred stock, $.01 par value                             --                           100
Common stock, $.01 par value; shares authorized  -- 60,000,000                   214,956                 214,956

Capital in excess of par value                                                44,912,833              45,392,733
Accumulated deficit                                                          (43,989,302)            (42,068,086)
                                                                         ----------------          --------------
                                                                               3,279,473               5,980,689
                                                                         ---------------           -------------
                                                                         $    17,751,965           $  20,897,402
                                                                         ---------------           -------------
                                                                         ---------------           -------------

</TABLE>

                                       20