##### Table of Contents



UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

|      |  |                                                                                         
|----- |  | ----------------------------------------------------------------------------------------
|[X]   |  | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 
|     
|      |  | For the Quarterly Period Ended September 30, 2002                                       
|     
|      |  | OR                                                                                      
|     
|[   ] |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 0-233-59

ANCHOR GLASS CONTAINER CORPORATION




(Exact name of registrant as specified in its
charter)


|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 59-3417812                          
|                                                               |  |                                     
|(State or other jurisdiction of
incorporation or organization) |  | (I.R.S. Employer
Identification No.)

One Anchor Plaza, 4343 Anchor Plaza Parkway, Tampa, FL 33634-7513




(Address of principal executive offices)      (Zip Code)


813-884-0000
(Registrants telephone number, including area code)

None




(Former name, former address and former fiscal year, if changed since last report)


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 [   ].


Number of shares outstanding of each class of common stock at November 14, 2002:
9,000,000 shares





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TABLE OF CONTENTS



|                                                 |                                                                                                 |                                                                    |  |  |  |  |  | 
|------------------------------------------------ | ----------------------------------------------------------------------------------------------- | ------------------------------------------------------------------ |  |  |  |  |  | 
|PART I  FINANCIAL INFORMATION                  
|                                                 | Item 1. Financial Statements                                                                   
|                                                 |                                                                                                 | CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
|                                                 |                                                                                                 | CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
|                                                 |                                                                                                 | CONDENSED BALANCE SHEETS                                          
|                                                 |                                                                                                 | CONDENSED STATEMENTS OF CASH FLOWS                                
|                                                 |                                                                                                 | CONDENSED STATEMENTS OF STOCKHOLDERS EQUITY (DEFICIT)            
|                                                 |                                                                                                 | NOTES TO CONDENSED FINANCIAL STATEMENTS                           
|                                                 | Item 2.  Managements Discussion and Analysis of Financial Condition and Results of Operations.
|                                                 | Item 3.  Quantitative and Qualitative Disclosures about Market Risk.                           
|                                                 | Item 4.  Controls and Procedures.                                                              
|PART II  OTHER INFORMATION                     
|                                                 | Item 1. Legal Proceedings.                                                                     
|                                                 | Item 2.  Changes in Securities and Use of Proceeds.                                            
|                                                 | Item 3.  Defaults Upon Senior Securities.                                                      
|                                                 | Item 4. Submission of Matters to a Vote of Security Holders.                                   
|                                                 | Item 5. Other Information.                                                                     
|                                                 | Item 6. Exhibits and Reports on Form 8-K.                                                      
|SIGNATURES                                      
|Amended/Restated Certificate of Incorporation   
|Amended Certificate of Incorporation Certificate
|Amended By-laws                                 
|Series C Preferred Stock Designation Certificate
|Amended Certificate of Incorporation Certificate
|August 30, 2002 Stockholders Agreement          
|1st Supplemental Indenture                      
|March 8, 2002 Limited License Agreement         
|August 30, 2002 Loan Agreement                  
|August 30, 2002 Term Loan Agreement             
|August 30, 2002 Restated Intercreditor Agreement
|August 30, 2002 Ableco Security Agreement       
|August 30, 2002 Ableco Pledge Agreement         
|August 30, 2002 Collateral Agency Agreement     



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##### Table of Contents



ANCHOR GLASS CONTAINER CORPORATION

FORM 10-Q

For the Quarterly Period Ended September 30, 2002

INDEX

|                               |  |         |  |                                                                                                                                                                                                                                                       |  |          | 
|------------------------------ |  | ------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------- | 
|                               |  |         |  |                                                                                                                                                                                                                                                       |  | Page No. | 
|                               |  |         |  |                                                                                                                                                                                                                                                       |  |          | 
|PART I  FINANCIAL INFORMATION |  |         | 
|                               |  |        
|                               |  | Item 1. |  | Financial Statements:                                                                                                                                                                                                                                 |  |          | 
|                               |  |        
|                               |  |         |  | Condensed Statements of Operations and Comprehensive Income (Loss) -
       One Month Ended September 30, 2002 (Reorganized Company),
       Eight Months Ended August 31, 2002 and
       Nine Months Ended September 30, 2001 (Predecessor Company) |  | 3        | 
|                               |  |        
|                               |  |         |  | Condensed Statements of Operations and Comprehensive Income (Loss) -
       One Month Ended September 30, 2002 (Reorganized Company),
       Two Months Ended August 31, 2002 and
       Three Months Ended September 30, 2001 (Predecessor Company)  |  | 4       
|                               |  |        
|                               |  |         |  | Condensed Balance Sheets -
       September 30, 2002 (Reorganized Company) and
       December 31, 2001 (Predecessor Company)                                                                                                                         |  | 5       
|                               |  |        
|                               |  |         |  | Condensed Statements of Cash Flows -
       One Month Ended September 30, 2002 (Reorganized Company),
       Eight Months Ended August 31, 2002 and
       Nine Months Ended September 30, 2002 and 2001 (Predecessor Company)                        |  | 6       
|                               |  |        
|                               |  |         |  | Condensed Statements of
Stockholders Equity (Deficit)-
       Eight Months Ended August 31, 2002 (Predecessor Company) and
       One Month Ended September 30, 2002 (Reorganized Company)                                                           |  | 7       
|                               |  |        
|                               |  |         |  | Notes to Condensed Financial Statements                                                                                                                                                                                                               |  | 8       
|                               |  |        
|                               |  | Item 2. |  | Managements Discussion and Analysis of Financial
Condition and Results of Operations                                                                                                                                                                 |  | 16      
|                               |  |        
|                               |  | Item 3. |  | Quantitative and Qualitative Disclosures About
Market Risk                                                                                                                                                                                            |  | 22      
|                               |  |        
|                               |  | Item 4. |  | Controls and Procedures                                                                                                                                                                                                                               |  | 23      
|                               |  |        
|PART II  OTHER INFORMATION    |  | 23     
|                               |  |        
|                               |  | Item 1. |  | Legal Proceedings                                                                                                                                                                                                                                     |  | 23      
|                               |  | Item 2. |  | Changes in Securities and Use of Proceeds                                                                                                                                                                                                             |  | 23      
|                               |  | Item 3. |  | Defaults Upon Senior Securities                                                                                                                                                                                                                       |  | 24      
|                               |  | Item 4. |  | Submission of Matters to a Vote of Security Holders                                                                                                                                                                                                   |  | 24      
|                               |  | Item 5. |  | Other Information                                                                                                                                                                                                                                     |  | 24      
|                               |  | Item 6. |  | Exhibits and Reports on Form 8-K                                                                                                                                                                                                                      |  | 24      
|                               |  |        
|SIGNATURES                     |  | 26     

2



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##### Table of Contents












PART I  FINANCIAL INFORMATION

Item 1. Financial Statements

ANCHOR GLASS CONTAINER CORPORATION
CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(unaudited)
(dollars in thousands, except per share data)

|                                                                         |                                                 |                                    |                          |        |               |     |                     |         |               |     |           |         |         |        |  
|------------------------------------------------------------------------ | ----------------------------------------------- | ---------------------------------- | ------------------------ | ------ | ------------- | --- | ------------------- | ------- | ------------- | --- | --------- | ------- | ------- | ------ | -
|                                                                         |                                                 |                                    |                          |        | Reorganized   |     |                     |         |               |     |           |         |        
|                                                                         |                                                 |                                    |                          |        | Company       |     | Predecessor Company
|                                                                         |                                                 |                                    |                          |        |               |     |                    
|                                                                         |                                                 |                                    |                          |        | One Month     |     | Eight Months        |         | Nine Months  
|                                                                         |                                                 |                                    |                          |        | Ended         |     | Ended               |         | Ended        
|                                                                         |                                                 |                                    |                          |        | September 30, |     | August 31,          |         | September 30,
|                                                                         |                                                 |                                    |                          |        | 2002          |     | 2002                |         | 2001         
|                                                                         |                                                 |                                    |                          |        |               |     |                     |         |              
|Net sales                                                                |                                                 | $                                  | 54,480                   |        |               | $   | 504,195             |         |               | $   | 539,464   |        
|Costs and expenses:                                                      |                                                 |                                    |                          |        |               |     |                     |         |               |     |           |        
|                                                                         | Cost of products sold                           |                                    |                          | 50,447 |               |     |                     | 451,619 |               |     |           | 503,512 |        
|                                                                         | Selling and administrative expenses             |                                    |                          | 1,942  |               |     |                     | 19,262  |               |     |           | 21,114  |        
|                                                                         | Restructuring and other nonrecurring
items, net |                                    |                          |       |               |     |                     | (395    | )             |     |           |        |        
|                                                                         | Related party provision and charges             |                                    |                          |       |               |     |                     |        |               |     |           | 19,500  |        
|Income (loss) from operations                                            |                                                 |                                    | 2,091                    |        |               |     | 33,709              |         |               |     | (4,662    | )      
|Reorganization items, net                                                |                                                 |                                    |                         |        |               |     | 47,389              |         |               |     |          |        
|Other income (expense), net                                              |                                                 |                                    | 445                      |        |               |     | 673                 |         |               |     | (2        | )      
|Interest expense                                                         |                                                 |                                    | (2,571                   | )      |               |     | (17,948             | )       |               |     | (21,932   | )      
|                                                                         |                                                 |                                    |                          |        |               |     |                     |         |               |     |           |        
|Net income (loss)                                                        |                                                 | $                                  | (35                      | )      |               | $   | 63,823              |         |               | $   | (26,596   | )      
|                                                                         |                                                 |                                    |                          |        |               |     |                     |         |               |     |           |        
|Preferred stock dividends                                                |                                                 |                                    |                          |        |               | $   | (4,100              | )       |               | $   | (10,543   | )      
|                                                                         |                                                 |                                    |                          |        |               |     |                     |         |               |     |           |        
|Income (loss) applicable to common stock                                 |                                                 |                                    |                          |        |               | $   | 59,723              |         |               | $   | (37,139   | )      
|                                                                         |                                                 |                                    |                          |        |               |     |                     |         |               |     |           |        
|Basic and diluted net income (loss) per
share applicable to common stock |                                                 |                                    |                          |        |               | $   | 11.37               |         |               | $   | (7.07     | )      
|                                                                         |                                                 |                                    |                          |        |               |     |                     |         |               |     |           |        
|Basic weighted average number of
common shares outstanding               |                                                 |                                    |                          |        |               |     | 5,251,356           |         |               |     | 5,251,356 |        
|                                                                         |                                                 |                                    |                          |        |               |     |                     |         |               |     |           |        
|Comprehensive income (loss):                                             |                                                 |                                    |                          |        |               |     |                     |         |               |     |           |        
|                                                                         |                                                 | Net income (loss)                  |                          | $      | (35           | )   |                     | $       | 63,823        |     |           | $       | (26,596 | )     
|                                                                         |                                                 | Other comprehensive income (loss): |                          |        |               |     |                     |         |               |     |           |         |         |       
|                                                                         |                                                 |                                    | Derivative income (loss) |        |               | 341 |                     |         |               | 531 |           |         |         | (1,467 | )
|                                                                         |                                                 |                                    |                          |        |               |     |                     |         |               |     |           |        
|Comprehensive income (loss)                                              |                                                 | $                                  | 306                      |        |               | $   | 64,354              |         |               | $   | (28,063   | )      
|                                                                         |                                                 |                                    |                          |        |               |     |                     |         |               |     |           |        

See Notes to Condensed Financial Statements.

3



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ANCHOR GLASS CONTAINER CORPORATION
CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(unaudited)
(dollars in thousands, except per share data)

|                                                                         |                                                 |                                    |                          |        |               |     |                     |         |               |   |           |         |     |      |  
|------------------------------------------------------------------------ | ----------------------------------------------- | ---------------------------------- | ------------------------ | ------ | ------------- | --- | ------------------- | ------- | ------------- | - | --------- | ------- | --- | ---- | -
|                                                                         |                                                 |                                    |                          |        | Reorganized   |     |                     |         |               |   |           |         |    
|                                                                         |                                                 |                                    |                          |        | Company       |     | Predecessor Company
|                                                                         |                                                 |                                    |                          |        |               |     |                    
|                                                                         |                                                 |                                    |                          |        | One Month     |     | Two Months          |         | Three Months 
|                                                                         |                                                 |                                    |                          |        | Ended         |     | Ended               |         | Ended        
|                                                                         |                                                 |                                    |                          |        | September 30, |     | August 31,          |         | September 30,
|                                                                         |                                                 |                                    |                          |        | 2002          |     | 2002                |         | 2001         
|                                                                         |                                                 |                                    |                          |        |               |     |                     |         |              
|Net sales                                                                |                                                 | $                                  | 54,480                   |        |               | $   | 125,935             |         |               | $ | 190,124   |        
|Costs and expenses:                                                      |                                                 |                                    |                          |        |               |     |                     |         |               |   |           |        
|                                                                         | Cost of products sold                           |                                    |                          | 50,447 |               |     |                     | 110,948 |               |   |           | 174,775 |    
|                                                                         | Selling and administrative expenses             |                                    |                          | 1,942  |               |     |                     | 4,038   |               |   |           | 7,020   |    
|                                                                         | Restructuring and other nonrecurring
items, net |                                    |                          |       |               |     |                     | (1,824  | )             |   |           |        |    
|Income from operations                                                   |                                                 |                                    | 2,091                    |        |               |     | 12,773              |         |               |   | 8,329     |        
|Reorganization items, net                                                |                                                 |                                    |                         |        |               |     | 50,089              |         |               |   |          |        
|Other income (expense), net                                              |                                                 |                                    | 445                      |        |               |     | 190                 |         |               |   | (355      | )      
|Interest expense                                                         |                                                 |                                    | (2,571                   | )      |               |     | (3,974              | )       |               |   | (7,006    | )      
|                                                                         |                                                 |                                    |                          |        |               |     |                     |         |               |   |           |        
|Net income (loss)                                                        |                                                 | $                                  | (35                      | )      |               | $   | 59,078              |         |               | $ | 968       |        
|                                                                         |                                                 |                                    |                          |        |               |     |                     |         |               |   |           |        
|Preferred stock dividends                                                |                                                 |                                    |                          |        |               | $   |                    |         |               | $ | (3,515    | )      
|                                                                         |                                                 |                                    |                          |        |               |     |                     |         |               |   |           |        
|Income (loss) applicable to common stock                                 |                                                 |                                    |                          |        |               | $   | 59,078              |         |               | $ | (2,547    | )      
|                                                                         |                                                 |                                    |                          |        |               |     |                     |         |               |   |           |        
|Basic and diluted net income (loss) per
share applicable to common stock |                                                 |                                    |                          |        |               | $   | 11.25               |         |               | $ | (0.49     | )      
|                                                                         |                                                 |                                    |                          |        |               |     |                     |         |               |   |           |        
|Basic weighted average number of
common shares outstanding               |                                                 |                                    |                          |        |               |     | 5,251,356           |         |               |   | 5,251,356 |        
|                                                                         |                                                 |                                    |                          |        |               |     |                     |         |               |   |           |        
|Comprehensive income (loss):                                             |                                                 |                                    |                          |        |               |     |                     |         |               |   |           |        
|                                                                         |                                                 | Net income (loss)                  |                          | $      | (35           | )   |                     | $       | 59,078        |   |           | $       | 968 |     
|                                                                         |                                                 | Other comprehensive income (loss): |                          |        |               |     |                     |         |               |   |           |         |     |     
|                                                                         |                                                 |                                    | Derivative income (loss) |        |               | 341 |                     |         |               |  |           |         |     | (312 | )
|                                                                         |                                                 |                                    |                          |        |               |     |                     |         |               |   |           |        
|Comprehensive income                                                     |                                                 | $                                  | 306                      |        |               | $   | 59,078              |         |               | $ | 656       |        
|                                                                         |                                                 |                                    |                          |        |               |     |                     |         |               |   |           |        

See Notes to Condensed Financial Statements.

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ANCHOR GLASS CONTAINER CORPORATION
CONDENSED BALANCE SHEETS
(dollars in thousands)

|                                               |                                               |                                          |                           |         |                    |         |                   |          |        |         | 
|---------------------------------------------- | --------------------------------------------- | ---------------------------------------- | ------------------------- | ------- | ------------------ | ------- | ----------------- | -------- | ------ | ------- | 
|                                               |                                               |                                          |                           |         | Reorganized        |         | Predecessor      
|                                               |                                               |                                          |                           |         | Company            |         | Company          
|                                               |                                               |                                          |                           |         |                    |         |                  
|                                               |                                               |                                          |                           |         | September 30, 2002 |         | December 31, 2001
|                                               |                                               |                                          |                           |         |                    |         |                  
|                                               |                                               |                                          |                           |         | (unaudited)        |         |                   |          |       
|ASSETS                                         |                                               |                                          |                           |         |                    |         |                   |         
|Current assets:                                |                                               |                                          |                           |         |                    |         |                   |         
|                                               | Cash and cash equivalents                     |                                          | $                         | 288     |                    |         | $                 | 416      |       
|                                               | Restricted cash                               |                                          |                           | 5,592   |                    |         |                   |         |       
|                                               | Accounts receivable                           |                                          |                           | 49,728  |                    |         |                   | 44,202   |       
|                                               | Inventories:                                  |                                          |                           |         |                    |         |                   |          |       
|                                               |                                               | Raw materials and manufacturing supplies |                           |         | 23,814             |         |                   |          | 22,171 |        
|                                               |                                               | Finished products                        |                           |         | 65,257             |         |                   |          | 83,402 |        
|                                               | Other current assets                          |                                          |                           | 5,784   |                    |         |                   | 7,087    |       
|                                               |                                               |                                          |                           |         |                    |         |                   |         
|                                               |                                               |                                          | Total current assets      |         |                    | 150,463 |                   |          |        | 157,278 | 
|Property, plant and equipment, net             |                                               |                                          | 373,404                   |         |                    |         | 279,853           |         
|Other assets                                   |                                               |                                          | 12,438                    |         |                    |         | 26,042            |         
|Goodwill and intangible assets                 |                                               |                                          | 7,900                     |         |                    |         | 67,411            |         
|                                               |                                               |                                          |                           |         |                    |         |                   |         
|                                               |                                               | $                                        | 544,205                   |         |                    | $       | 530,584           |         
|                                               |                                               |                                          |                           |         |                    |         |                   |         
|LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT) |                                               |                                          |                           |         |                    |         |                   |         
|Current liabilities:                           |                                               |                                          |                           |         |                    |         |                   |         
|                                               | Borrowings under revolving credit facility    |                                          | $                         | 45,155  |                    |         | $                 | 50,981   |       
|                                               | Current maturities of long-term debt          |                                          |                           | 6,241   |                    |         |                   | 822      |       
|                                               | Long-term debt classified as current          |                                          |                           |        |                    |         |                   | 206,091  |       
|                                               | Accounts payable                              |                                          |                           | 49,749  |                    |         |                   | 46,671   |       
|                                               | Accrued expenses                              |                                          |                           | 27,634  |                    |         |                   | 23,781   |       
|                                               | Accrued interest                              |                                          |                           | 8,899   |                    |         |                   | 5,686    |       
|                                               | Accrued compensation and employee benefits    |                                          |                           | 24,033  |                    |         |                   | 24,581   |       
|                                               |                                               |                                          |                           |         |                    |         |                   |         
|                                               |                                               |                                          | Total current liabilities |         |                    | 161,711 |                   |          |        | 358,613 | 
|Bonds and long-term capital leases             |                                               |                                          | 174,974                   |         |                    |         | 1,541             |         
|Long-term obligation to PBGC                   |                                               |                                          | 62,264                    |         |                    |         |                  |         
|                                               |                                               |                                          |                           |         |                    |         |                   |         
|                                               | Total long-term debt                          |                                          |                           | 237,238 |                    |         |                   | 1,541    |       
|Long-term pension liabilities                  |                                               |                                          |                          |         |                    |         | 118,968           |         
|Long-term post-retirement liabilities          |                                               |                                          | 40,035                    |         |                    |         | 63,255            |         
|Other long-term liabilities                    |                                               |                                          | 25,665                    |         |                    |         | 30,222            |         
|                                               |                                               |                                          |                           |         |                    |         |                   |         
|                                               |                                               |                                          | 302,938                   |         |                    |         | 213,986           |         
|Commitments and contingencies                  |                                               |                                          |                           |         |                    |         |                   |         
|Redeemable preferred stock                     |                                               |                                          |                          |         |                    |         | 82,026            |         
|                                               |                                               |                                          |                           |         |                    |         |                   |         
|Stockholders equity (deficit):                |                                               |                                          |                           |         |                    |         |                   |         
|                                               | Preferred stock                               |                                          |                           | 1       |                    |         |                   | 34       |       
|                                               | Issuable preferred stock                      |                                          |                           |        |                    |         |                   | 21,731   |       
|                                               | Common stock                                  |                                          |                           | 900     |                    |         |                   | 336      |       
|                                               | Capital in excess of par value                |                                          |                           | 79,099  |                    |         |                   | 104,520  |       
|                                               | Warrants                                      |                                          |                           |        |                    |         |                   | 9,446    |       
|                                               | Accumulated deficit                           |                                          |                           | (785    | )                  |         |                   | (184,109 | )     
|                                               | Accumulated other comprehensive income (loss) |                                          |                           | 341     |                    |         |                   | (75,999  | )     
|                                               |                                               |                                          |                           |         |                    |         |                   |         
|                                               |                                               |                                          | 79,556                    |         |                    |         | (124,041          | )       
|                                               |                                               |                                          |                           |         |                    |         |                   |         
|                                               |                                               | $                                        | 544,205                   |         |                    | $       | 530,584           |         
|                                               |                                               |                                          |                           |         |                    |         |                   |         

See Notes to Condensed Financial Statements.

5



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##### Table of Contents






ANCHOR GLASS CONTAINER CORPORATION
CONDENSED STATEMENTS OF CASH FLOWS
(unaudited)
(dollars in thousands)

|                                                  |                                                                                      |                                                 |        |               |        |                     |         |               |         |   |         |         |        |  
|------------------------------------------------- | ------------------------------------------------------------------------------------ | ----------------------------------------------- | ------ | ------------- | ------ | ------------------- | ------- | ------------- | ------- | - | ------- | ------- | ------ | -
|                                                  |                                                                                      |                                                 |        | Reorganized   |        |                    
|                                                  |                                                                                      |                                                 |        | Company       |        | Predecessor Company
|                                                  |                                                                                      |                                                 |        |               |        |                    
|                                                  |                                                                                      |                                                 |        | One Month     |        | Eight Months        |         | Nine Months  
|                                                  |                                                                                      |                                                 |        | Ended         |        | Ended               |         | Ended        
|                                                  |                                                                                      |                                                 |        | September 30, |        | August 31,          |         | September 30,
|                                                  |                                                                                      |                                                 |        | 2002          |        | 2002                |         | 2001         
|                                                  |                                                                                      |                                                 |        |               |        |                     |         |              
|Cash flows from operating activities:             |                                                                                      |                                                 |        |               |        |                     |         |               |         |   |         |        
|                                                  | Net income (loss)                                                                    |                                                 | $      | (35           | )      |                     | $       | 63,823        |         |   | $       | (26,596 | )     
|                                                  | Adjustments to reconcile net income (loss) to
cash provided by operating activities: |                                                 |        |               |        |                     |         |               |         |   |         |         |       
|                                                  |                                                                                      | Depreciation and amortization                   |        |               | 4,806  |                     |         |               | 37,330  |   |         |         | 42,281 |  
|                                                  |                                                                                      | Restructuring and other nonrecurring items, net |        |               |       |                     |         |               | (395    | ) |         |         |       |  
|                                                  |                                                                                      | Reorganization items, net                       |        |               |       |                     |         |               | (47,389 | ) |         |         |       |  
|                                                  |                                                                                      | Restructuring and reorganization payments       |        |               | (1,455 | )                   |         |               | (4,835  | ) |         |         |       |  
|                                                  |                                                                                      | Related party provision and charges             |        |               |       |                     |         |               |        |   |         |         | 19,500 |  
|                                                  |                                                                                      | Other                                           |        |               | 458    |                     |         |               | (239    | ) |         |         | (780   | )
|                                                  | Increase (decrease) in cash resulting from changes in
assets and liabilities         |                                                 |        | 6,203         |        |                     |         | 4,819         |         |   |         | (14,732 | )     
|                                                  |                                                                                      |                                                 |        |               |        |                     |         |               |         |   |         |        
|                                                  |                                                                                      |                                                 | 9,977  |               |        |                     | 53,114  |               |         |   | 19,673  |        
|Cash flows from investing activities:             |                                                                                      |                                                 |        |               |        |                     |         |               |         |   |         |        
|                                                  | Expenditures for property, plant and equipment                                       |                                                 |        | (5,448        | )      |                     |         | (42,654       | )       |   |         | (26,160 | )     
|                                                  | Proceeds from sale of property, plant and equipment                                  |                                                 |        |              |        |                     |         |              |         |   |         | 13,974  |       
|                                                  | Change in restricted cash                                                            |                                                 |        | 343           |        |                     |         | (5,935        | )       |   |         |        |       
|                                                  | Other                                                                                |                                                 |        | (119          | )      |                     |         | (954          | )       |   |         | (2,713  | )     
|                                                  |                                                                                      |                                                 |        |               |        |                     |         |               |         |   |         |        
|                                                  |                                                                                      |                                                 | (5,224 | )             |        |                     | (49,543 | )             |         |   | (14,899 | )      
|Cash flows from financing activities:             |                                                                                      |                                                 |        |               |        |                     |         |               |         |   |         |        
|                                                  | Proceeds from issuance of long-term debt                                             |                                                 |        |              |        |                     |         | 20,000        |         |   |         |        |       
|                                                  | Principal payments of long-term debt                                                 |                                                 |        | (157          | )      |                     |         | (51,416       | )       |   |         | (1,377  | )     
|                                                  | Proceeds from issuance of preferred stock                                            |                                                 |        |              |        |                     |         | 75,000        |         |   |         |        |       
|                                                  | Proceeds from issuance of common stock                                               |                                                 |        |              |        |                     |         | 5,000         |         |   |         |        |       
|                                                  | Payments on Series A preferred stock                                                 |                                                 |        | (17,040       | )      |                     |         |              |         |   |         |        |       
|                                                  | Payments made under the PBGC Agreement                                               |                                                 |        |              |        |                     |         | (20,750       | )       |   |         |        |       
|                                                  | Restructuring and reorganization payments                                            |                                                 |        | (1,056        | )      |                     |         | (10,727       | )       |   |         |        |       
|                                                  | Net draws on Revolving Credit Facility                                               |                                                 |        | 13,559        |        |                     |         | 31,596        |         |   |         |        |       
|                                                  | Net repayments on prior revolving credit facilities                                  |                                                 |        |              |        |                     |         | (50,981       | )       |   |         | (6,383  | )     
|                                                  | Other                                                                                |                                                 |        | (80           | )      |                     |         | (1,400        | )       |   |         | (809    | )     
|                                                  |                                                                                      |                                                 |        |               |        |                     |         |               |         |   |         |        
|                                                  |                                                                                      |                                                 | (4,774 | )             |        |                     | (3,678  | )             |         |   | (8,569  | )      
|Cash and equivalents:                             |                                                                                      |                                                 |        |               |        |                     |         |               |         |   |         |        
|                                                  | Decrease in cash and cash equivalents                                                |                                                 |        | (21           | )      |                     |         | (107          | )       |   |         | (3,795  | )     
|                                                  | Balance, beginning of period                                                         |                                                 |        | 309           |        |                     |         | 416           |         |   |         | 4,532   |       
|                                                  |                                                                                      |                                                 |        |               |        |                     |         |               |         |   |         |        
|                                                  | Balance, end of period                                                               |                                                 | $      | 288           |        |                     | $       | 309           |         |   | $       | 737     |       
|                                                  |                                                                                      |                                                 |        |               |        |                     |         |               |         |   |         |        
|Supplemental disclosure of cash flow information: |                                                                                      |                                                 |        |               |        |                     |         |               |         |   |         |        
|                                                  | Interest payments                                                                    |                                                 | $      | 566           |        |                     | $       | 11,591        |         |   | $       | 17,140  |       
|                                                  |                                                                                      |                                                 |        |               |        |                     |         |               |         |   |         |        

See Notes to Condensed Financial Statements.

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ANCHOR GLASS CONTAINER CORPORATION
CONDENSED STATEMENTS OF STOCKHOLDERS EQUITY (DEFICIT)
(dollars in thousands)

|                                                      |  |           |         |           |  |        |   |          |  |        |      |         |  |               |        |               |  |        |          |               |  |       |          |   |  |   |         |   |  |   |          |  
|----------------------------------------------------- |  | --------- | ------- | --------- |  | ------ | - | -------- |  | ------ | ---- | ------- |  | ------------- | ------ | ------------- |  | ------ | -------- | ------------- |  | ----- | -------- | - |  | - | ------- | - |  | - | -------- | -
|                                                      |  | Series    |         | Series    |  |        |   |          |  |        |      |         |  | Capital       |        |               |  |        |          | Accumulated   |  | Total
|                                                      |  | B         |         | C         |  |        |   |          |  |        |      |         |  | In            |        | Accumu-       |  | Other  |          | Stockholders'
|                                                      |  | Preferred |         | Preferred |  | Common |   |          |  |        |      | Excess  |  | lated         |        | Comprehensive |  | Equity
|                                                      |  | Stock     |         | Stock     |  | Stock  |   | Warrants |  | of Par |      | Deficit |  | Income (Loss) |        | (Deficit)    
|                                                      |  |           |         |           |  |        |   |          |  |        |      |         |  |               |        |              
|Predecessor Company                                   |  |           |         |           |  |        |   |          |  |        |      |         |  |               |        |               |  |        |          |               |  |       |          |   |  |   |         |   |  |   |          |  
|Balance, January 1, 2002                              |  | $         | 21,765  |           |  | $      |  |          |  | $      | 336  |         |  | $             | 9,446  |               |  | $      | 104,520  |               |  | $     | (184,109 | ) |  | $ | (75,999 | ) |  | $ | (124,041 | )
|Dividends accrued on
Series A preferred stock         |  |           |        |           |  |        |  |          |  |        |     |         |  |               |       |               |  |        |         |               |  |       | (1,633   | ) |  |   |        |   |  |   | (1,633   | )
|Net income                                            |  |           |        |           |  |        |  |          |  |        |     |         |  |               |       |               |  |        |         |               |  |       | 63,823   |   |  |   |        |   |  |   | 63,823   |  
|Derivative income                                     |  |           |        |           |  |        |  |          |  |        |     |         |  |               |       |               |  |        |         |               |  |       |         |   |  |   | 531     |   |  |   | 531      |  
|Reorganization
adjustments, net                       |  |           | (21,765 | )         |  |        |  |          |  |        | (336 | )       |  |               | (9,446 | )             |  |        | (104,520 | )             |  |       | 121,919  |   |  |   | 75,468  |   |  |   | 61,320   |  
|Issuance of 75,000 shares
of Series C preferred stock |  |           |        |           |  |        | 1 |          |  |        |     |         |  |               |       |               |  |        | 74,999   |               |  |       |         |   |  |   |        |   |  |   | 75,000   |  
|Issuance of 9,000,000 shares
of common stock          |  |           |        |           |  |        |  |          |  |        | 900  |         |  |               |       |               |  |        | 4,100    |               |  |       |         |   |  |   |        |   |  |   | 5,000    |  
|                                                      |  |           |         |           |  |        |   |          |  |        |      |         |  |               |        |               |  |        |          |               |  |       |          |   |  |   |         |   |  |   |          |  
|Reorganized Company                                   |  |           |         |           |  |        |   |          |  |        |      |         |  |               |        |               |  |        |          |               |  |       |          |   |  |   |         |   |  |   |          |  
|Balance, August 31, 2002                              |  |           |        |           |  |        | 1 |          |  |        | 900  |         |  |               |       |               |  |        | 79,099   |               |  |       |         |   |  |   |        |   |  |   | 80,000   |  
|Dividends accrued on
Series C preferred stock         |  |           |        |           |  |        |  |          |  |        |     |         |  |               |       |               |  |        |         |               |  |       | (750     | ) |  |   |        |   |  |   | (750     | )
|Net loss                                              |  |           |        |           |  |        |  |          |  |        |     |         |  |               |       |               |  |        |         |               |  |       | (35      | ) |  |   |        |   |  |   | (35      | )
|Derivative income                                     |  |           |        |           |  |        |  |          |  |        |     |         |  |               |       |               |  |        |         |               |  |       |         |   |  |   | 341     |   |  |   | 341      |  
|                                                      |  |           |         |           |  |        |   |          |  |        |      |         |  |               |        |               |  |        |          |               |  |       |          |   |  |   |         |   |  |   |          |  
|Balance, September 30, 2002                           |  | $         |        |           |  | $      | 1 |          |  | $      | 900  |         |  | $             |       |               |  | $      | 79,099   |               |  | $     | (785     | ) |  | $ | 341     |   |  | $ | 79,556   |  
|                                                      |  |           |         |           |  |        |   |          |  |        |      |         |  |               |        |               |  |        |          |               |  |       |          |   |  |   |         |   |  |   |          |  

See Notes to Condensed Financial Statements.

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ANCHOR GLASS CONTAINER CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS
(unaudited)
(dollars in thousands)

NOTE 1  Basis of Presentation

Organization of the Company

On August 30, 2002, Anchor Glass Container Corporation (the Company or
Anchor), a Delaware corporation, completed a restructuring of its existing
debt and equity securities pursuant to a plan of reorganization (the Plan)
under Chapter 11 of the United States Bankruptcy Code. Certain investment funds
and managed accounts affiliated with Cerberus Capital Management L.P.
(Cerberus), acquired all of the outstanding capital stock of Anchor through
their investment in Anchor Glass Container Holding L.L.C. (AGC Holding), a
Delaware limited liability company formed in August 2002 and the parent company
of Anchor. As of September 30, 2002, AGC Holding owns approximately 95% of the
outstanding common stock and 100% of the outstanding Series C Participating
Preferred Stock of Anchor. The remaining shares of common stock are held by
certain officers of Anchor.

Condensed Financial Statements

In the opinion of Management, the accompanying condensed financial
statements contain all adjustments (consisting of only normal recurring
adjustments, except those relating to reorganization and fresh start
adjustments  see Notes 2 and 3) necessary to present fairly the financial
position as of September 30, 2002 and the results of operations and cash flows
for all interim periods presented.

The financial statements of the Company for periods subsequent to August
30, 2002 are referred to as the Reorganized Company. All financial statements
prior to that date are referred to as Predecessor Company and give effect to
the restructuring and reorganization adjustments and the implementation of
fresh start accounting. The Companys financial results for the period ended
September 30, 2002 include two different bases of accounting and, consequently,
after giving effect to the reorganization and fresh start adjustments, the
financial statements of the Reorganized Company are not comparable to those of
the Predecessor Company. Accordingly, the operating results and cash flows of
the Reorganized Company and the Predecessor Company have been separately
disclosed. The effective date of the Companys Plan was August 30, 2002;
however, for accounting purposes, the Company has accounted for the
reorganization and fresh start adjustments on August 31, 2002, to coincide with
the Companys normal financial closing for the month of August.

Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted. Subject to the limitations on
comparability indicated in the preceding paragraph, it is suggested that these
condensed financial statements be read in conjunction with the financial
statements of Anchor (Predecessor Company) included in the Companys Annual
Report on Form 10-K for the year ended December 31, 2001. The results of
operations for the interim periods are not necessarily indicative of the
results of the full fiscal year.

Certain amounts of prior periods in the accompanying condensed financial
statements have been reclassified to conform to the current presentation.

NOTE 2  Plan of Reorganization and Liquidity

On August 30, 2002, Anchor consummated a significant restructuring of its
existing debt and equity securities through a Chapter 11 reorganization (the
Reorganization); a voluntary bankruptcy petition had been filed on April 15,
2002 (the Petition Date). As part of this restructuring, AGC Holding acquired
75,000 shares of newly authorized Series C Participating Preferred Stock for
$75,000 and 9,000,000 shares of newly authorized common stock for $5,000 (see
Note 7). Ableco Finance LLC provided Anchor with a new $20,000 term loan
(see Note 5). In connection with the Reorganization, Anchor entered into a new
$100,000 credit facility (the Revolving Credit Facility) (see Note 4).

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Under the terms of the Plan, the holders of Anchors 11.25% First Mortgage
Notes due 2005, aggregate principal amount of $150,000 (the First Mortgage
Notes), retained their outstanding $150,000 of First Mortgage Notes and
received a consent fee of $5,625 for the waiver of the change-in-control
provisions, the elimination of the pre-payment provisions and other
non-financial changes to the terms of the First Mortgage Notes (including the
release of Consumers U.S., Inc. (Consumers U.S.) as a guarantor). Consumers
U.S. was the former parent company of Anchor. The holders of Anchors 9.875%
Senior Notes due 2008, aggregate principal amount of $50,000 (the Senior
Notes), were repaid in cash at 100% of their principal amount. Holders of
Anchors Series A Preferred Stock (having an accrued liquidation value of
approximately $83,600) are entitled to receive a cash distribution of $22,500
in exchange for their shares (of which $17,040 was paid through September 30,
2002) and the Series A Preferred Stock was cancelled. Anchors Series B
Preferred Stock (having an accrued liquidation value of approximately $105,700)
and Common Stock and warrants were cancelled and the holders received no
distribution under the Plan.

In connection with the Reorganization, Anchor settled a shareholder
derivative action that had been pending in Delaware Chancery Court. The
litigation was settled for total consideration to the Company of approximately
$9,000, of which approximately $6,300 is in cash, the exchange of mutual
releases by the parties and payment by Anchor of certain legal fees. The
settlement of the shareholder derivative action was approved by the Delaware
Chancery Court and was recorded in the accompanying financial statements of
Anchor in August 2002. Implementation of the settlement is expected in the
fourth quarter of 2002.

Anchor also entered into an agreement with the Pension Benefit Guaranty
Corporation (PBGC). At the Effective Date, Anchor paid $20,750 to the PBGC
and entered into a ten-year payment obligation (see Note 6).

All of Anchors other unaffiliated creditors, including trade creditors,
were unimpaired and have been or will be paid in the ordinary course.

In connection with the Reorganization, Anchor did not make the interest
payment on its Senior Notes due March 15, 2002 or a timely interest payment on
its First Mortgage Notes due April 1, 2002. In July 2002, Anchor paid the
interest payment on its First Mortgage Notes that was due April 1, 2002 and has
paid subsequent interest payments when due. Because of the Chapter 11
proceedings, there was no accrual of interest on the unsecured Senior Notes
after the Petition Date. If accrued through the Effective Date, interest
expense would have increased by $1,852 during the eight months ended August 31,
2002. In addition, effective as of the Petition Date, Anchor ceased accruing
dividends on the Series A and Series B preferred stock. The filing of the
voluntary petition and the nonpayment of interest was a default under the
indentures governing the First Mortgage Notes and the Senior Notes (the
Indentures) and certain equipment related leases, for which leases the
Company received waivers.

Reorganization costs for the eight months ended August 31, 2002 consist of
a net gain for fresh start adjustments of $49,908 and expenses incurred in the
Chapter 11 proceedings of $2,519, comprised of: $2,450 of DIP Facility fees,
$1,687 of professional fees and a credit of $1,618 of financing costs.

The Company recorded a net gain for restructuring and other nonrecurring
items of $395 during the eight months ended August 31, 2002. The significant
components of this net gain include: professional fees  $10,068, direct costs
of the restructuring, net  $8,344; retiree benefit plan
modification 
($24,432); and First Mortgage Note holder consent fee  $5,625.

Although Anchors Plan became effective on August 30, 2002 (the Effective
Date), for accounting purposes, Anchor has accounted for its reorganization as
of August 31, 2002. Accordingly, Anchors historical financial information
reflects the financial condition and results of operations of its predecessor
company (prior to its reorganization) for all periods presented through August 31, 2002
and its reorganized company for the period September 1, 2002 through September
30, 2002.

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NOTE 3  Fresh Start Reporting

Upon the Effective Date, Anchor adopted fresh start reporting pursuant to
the American Institute of Certified Public Accountants Statement of Position
90-7 Financial Reporting by Entities in Reorganization Under the Bankruptcy
Code (SOP 90-7). The adoption of fresh start reporting results in Anchor
revaluing its balance sheet to fair value based on the reorganization value of
the Company. The reorganization value of an entity approximates the fair value
of the entity before considering liabilities and approximates the amount a
willing buyer would pay for the assets immediately after restructuring. The
reorganization value was determined by the negotiated total enterprise value
for Anchor reflected in the Plan and the Reorganization, which was the product
of a six month solicitation of proposals conducted by the prior Board of
Directors and a nationally recognized investment banking firm. The
reorganization value of the entity was allocated to assets in conformity with
the procedures specified by Statement of Financial Accounting Standards No. 141
 Business Combinations (SFAS 141) and Statement of Financial Accounting
Standards No. 142  Goodwill and Other Intangible Assets (SFAS 142).
Liabilities at plan consummation date are stated at the present value of
amounts to be paid. The fair values of substantially all of the property, plant
and equipment, identifiable intangible assets and outstanding debt and equity
securities of the Company were determined by independent appraisers.

For tax reporting purposes, the consummation of the Companys Plan did not
create a new tax reporting entity. However, as a result of the consummation of
the Plan, the Company has undergone a change in ownership. Due to this change
in ownership, Section 382 of the Internal Revenue Code will significantly limit
the Companys net operating loss carryforwards. In accordance with SOP 90-7,
these net operating loss carryforwards and related valuation allowances will be
revalued. Any tax benefit derived from the release of the valuation allowances
will be accounted for as a credit to goodwill, intangible assets, and then
additional paid in capital.

Intangible assets at August 30, 2002, have been valued at fair market
value by independent appraisers. These assets are attributable to long-term
customer relationships and are being amortized over a period of ten years.

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The Reorganization and adoption of fresh start reporting resulted in the
following adjustments to the condensed balance sheet of Anchor as of August 31,
2002:

|                                      |  |                 |          |                |  |   |         |   |  |             |      |     |  |   |         |                 |  |  |      |             |  |   |         | 
|------------------------------------- |  | --------------- | -------- | -------------- |  | - | ------- | - |  | ----------- | ---- | --- |  | - | ------- | --------------- |  |  | ---- | ----------- |  | - | ------- | 
|                                      |  | Predecessor     |          |                |  |   |         |   |  |             |      |     |  |   |         |                 |  |  |      | Reorganized
|                                      |  | Company at      |          | Reorganization |  |   |         |   |  | Fresh Start |      |     |  |   |         | Company at     
|                                      |  | August 31, 2002 |          | Adjustments    |  |   |         |   |  | Adjustments |      |     |  |   |         | August 31, 2002
|                                      |  |                
|Current assets                        |  | $               | 118,438  |                |  | $ | 34,810  |   |  | (a),        | (b), | (c) |  | $ |        |                 |  |  |      |             |  | $ | 153,248 | 
|Property, plant and
equipment         |  |                 | 285,630  |                |  |   |        |   |  |             |      |     |  |   | 86,860  |                 |  |  | (e   | )           |  |   | 372,490 | 
|Other assets                          |  |                 | 11,189   |                |  |   | 1,408   |   |  |             | (a), | (c) |  |   |        |                 |  |  |      |             |  |   | 12,597  | 
|Goodwill and intangible
assets        |  |                 | 44,852   |                |  |   |        |   |  |             |      |     |  |   | (36,952 | )               |  |  | (d), | (e)         |  |   | 7,900   | 
|                                      |  |                 |          |                |  |   |         |   |  |             |      |     |  |   |         |                 |  |  |      |             |  |   |         | 
|                                      |  | $               | 460,109  |                |  | $ | 36,218  |   |  |             |      |     |  | $ | 49,908  |                 |  |  |      |             |  | $ | 546,235 | 
|                                      |  |                 |          |                |  |   |         |   |  |             |      |     |  |   |         |                 |  |  |      |             |  |   |         | 
|Current liabilities                   |  | $               | 155,656  |                |  | $ | 8,718   |   |  |             | (b), | (c) |  | $ | 93      |                 |  |  |      |             |  | $ | 164,467 | 
|Long-term debt                        |  |                 | 266,886  |                |  |   | (30,000 | ) |  |             | (a), | (b) |  |   |        |                 |  |  |      |             |  |   | 236,886 | 
|Long-term post-retirement
liabilities |  |                 | 39,910   |                |  |   |        |   |  |             |      |     |  |   |        |                 |  |  |      |             |  |   | 39,910  | 
|Other long-term liabilities           |  |                 | 24,972   |                |  |   |        |   |  |             |      |     |  |   |        |                 |  |  |      |             |  |   | 24,972  | 
|                                      |  |                 |          |                |  |   |         |   |  |             |      |     |  |   |         |                 |  |  |      |             |  |   |         | 
|                                      |  |                 | 487,424  |                |  |   | (21,282 | ) |  |             |      |     |  |   | 93      |                 |  |  | (d   | )           |  |   | 466,235 | 
|Redeemable preferred stock            |  |                 | 83,659   |                |  |   | (22,500 | ) |  |             | (b   | )   |  |   | (61,159 | )               |  |  | (d   | )           |  |   |        | 
|Stockholders equity
(deficit)        |  |                 | (110,974 | )              |  |   | 80,000  |   |  |             | (a), | (b) |  |   | 110,974 |                 |  |  | (d   | )           |  |   | 80,000  | 
|                                      |  |                 |          |                |  |   |         |   |  |             |      |     |  |   |         |                 |  |  |      |             |  |   |         | 
|                                      |  | $               | 460,109  |                |  | $ | 36,218  |   |  |             |      |     |  | $ | 49,908  |                 |  |  |      |             |  | $ | 546,235 | 
|                                      |  |                 |          |                |  |   |         |   |  |             |      |     |  |   |         |                 |  |  |      |             |  |   |         | 



---

|(a) |  | Reflects the proceeds from the issuance of 75,000 shares of Series
C Preferred Stock ($75,000), 9,000,000 shares of Common Stock ($5,000),
proceeds from the issuance of the Term Loan ($20,000) and payment of
financing fees.                                                                         
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(b) |  | Reflects the distributions under the Plan to repay the Senior Notes
($50,000) and the accrual of the distribution to the holders of the
Series A preferred stock ($22,500).                                                                                                                             
|   
|(c) |  | Reflects the payoff of the DIP Facility, the proceeds under the
Revolving Credit Facility and the payment of financing fees. (See Note
4.)                                                                                                                                                              
|   
|(d) |  | Reflects the cancellation of the remaining value of the Series A
preferred stock ($61,159), the cancellation of the Series B preferred
stock ($105,731), the cancellation of the common stock ($20,890) and
warrants ($9,446) and other accumulated deficit items ($247,041) of the
Predecessor Company.
|   
|(e) |  | Reflects the write off of goodwill ($44,852) and the revaluation of
Companys property, plant and equipment ($86,860) and identifiable
intangible assets ($7,900) based upon an independent appraisal.                                                                                                  

NOTE 4  Credit Facility

On August 30, 2002, Anchor entered into a loan and security agreement with
various financial institutions as lenders, Congress Financial Corporation
(Central), as administrative agent and collateral agent for the lenders, and
Bank of America, N.A., as documentation agent, to provide the Revolving Credit
Facility. The Revolving Credit Facility permits drawings of up to $100,000 in
the aggregate and includes a $15,000 subfacility for letters of credit. The
Revolving Credit Facility matures on August 30, 2006.

Availability under the Revolving Credit Facility is restricted to the
lesser of (i) $100,000 and (ii) the borrowing base amount. The borrowing base
amount is defined as the amount equal to (A) the lesser of (i) the amount equal
to (a) eighty-five (85%) percent of the net amount of eligible accounts plus
(b) the lesser of (1) $60,000 or (2) sixty (60%) percent multiplied by the value
of the eligible inventory or (ii)

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$100,000; minus (B) reserves in such amounts
as the agent may from time to time establish. Advances under the Revolving
Credit Facility may be made as prime rate loans or eurodollar rate loans at the
Companys election. Interest rates payable upon such advances are based upon
the prime rate or eurodollar rate depending on the type of loan, plus an
applicable margin. The applicable margin for all loans for the first six
months following August 30, 2002 is 0.50% for prime rate loans, 2.25% for
eurodollar rate loans and 2.00% for letters of credit. Thereafter, these rates
can increase to 1.00% for prime rate loans, 2.75% for eurodollar rate loans and
2.50% for letters of credit depending on availability levels. The loan and
security agreement contains certain fees, including closing fees, servicing
fees, unused line fees and early termination fees.

Loans made pursuant to the Revolving Credit Facility are secured by a
first priority security interest in, a lien upon, and a right of set off
against all our present and future personal property, except for (i) assets
securing the First Mortgage Notes and certain shared collateral, (ii) liens on
certain equipment purchased with funds provided pursuant to certain equipment
financing facilities and (iii) liens on other assets specifically permitted by
the Revolving Credit Facility. All cash collections are accounted for as
reductions of advances outstanding under the Revolving Credit Facility.

The Revolving Credit Facility contains customary negative covenants and
restrictions for transactions, including, without limitation, restrictions on
indebtedness, liens, investments, fundamental business changes, asset
dispositions outside of the ordinary course of business, subsidiary stock
dispositions, restricted junior payments, transactions with affiliates and
changes relating to indebtedness. In addition, the Revolving Credit Facility
requires that the Company meet a quarterly fixed charge coverage test
(calculated on a trailing four quarter basis) unless minimum availability
declines below $10,000 (in which case the Company must meet a monthly fixed
charge coverage test, calculated on a trailing twelve month basis.) The
Revolving Credit Facility contains customary events of default, including,
without limitation, non-payment of principal, interest or fees, violation of
certain covenants, inaccuracy of representations and warranties in any material
respect, and cross defaults with certain other indebtedness and agreements,
including, without limitation, the First Mortgage Note indenture and the PBGC
settlement agreement.

At September 30, 2002, advances outstanding under the Revolving Credit
Facility were $45,155 and borrowing availability was $24,584.

In connection with the Plan, Anchor entered into an agreement with Bank of
America, N.A., Congress Financial Corporation and Ableco Finance LLC, who
together provided a $100,000 debtor-in-possession secured financing facility
under a new loan agreement (the DIP Facility), with Bank of America, N.A., as
agent. The DIP Facility was repaid with proceeds of the Revolving Credit
Facility. The DIP Facility consisted of an $80,000 revolving credit facility,
including a letter of credit sub-facility, and a $20,000 term loan facility.
Advances under the DIP facility bore interest at and average rate of 7.0%.

The letters of credit outstanding under the DIP Facility are currently in
the process of being transitioned to the Revolving Credit Facility. As a
result, outstanding letters of credit under the DIP Facility, which were
approximately $5,600 at September 30, 2002, are collateralized by a cash
deposit, recorded as restricted cash on the condensed balance sheet. The
transition of the letters of credit to the Revolving Credit Facility and the
return of the cash deposit are expected to occur in November 2002.

NOTE 5  Long-term Debt

On August 30, 2002, Anchor entered into a term loan agreement with Ableco
Finance LLC, as agent for the lenders, to provide for a senior secured term
loan in the amount of $20,000 (the Term Loan). The full amount of the loan
was drawn down on August 30, 2002, and bears interest at 14% per annum, payable
monthly in arrears. The Term Loan matures on March 31, 2005. An anniversary fee
equal to $200 will be payable on each anniversary date until maturity,
beginning on August 30, 2003.

The Term Loan is secured by a second priority security interest in, a lien
upon, and a right of set off against all our present and future personal
property, except for (i) assets securing the First Mortgage Notes and certain
shared collateral, (ii) liens on certain equipment purchased with funds
provided pursuant

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to certain equipment financing facilities and (iii) liens on
other assets specifically permitted by the Term Loan. In addition, AGC Holding
has pledged its ownership interests in Anchor to Ableco Finance LLC as
additional security for the obligations created under the agreement.

Anchor may prepay the Term Loan, in full or in part, on the following
terms: (i) if paid within the first 18 months, upon payment of a fee equal to
1.5% of the amount of principal so prepaid and (ii) thereafter, without premium
or penalty. In addition, Anchor must prepay all or a portion of the
outstanding principal amount of the Term Loan, with the proceeds received, in
the event that (i) the Revolving Credit Facility obligations becoming due and
payable or the revolving commitments are terminated or the loan and security
agreement is terminated, (ii) the receipt of cash outside of the ordinary
course of business if more than $100, (iii) any disposition by Anchor not used
to repay or redeem the First Mortgage Notes, or (iv) any indebtedness or sale
or issuance of capital stock by Anchor.

The Term Loan contains customary negative covenants and restrictions on
transactions, including, without limitation, restrictions on indebtedness,
liens, investments, fundamental business changes, asset dispositions outside of
the ordinary course of business, subsidiary stock dispositions, restricted
junior payments, transactions with affiliates and changes relating to
indebtedness. In addition, the Term Loan requires that Anchor meet a fixed
charge coverage test and maintain minimum EBITDA, for any period of four
consecutive quarters, of $70,000. The Term Loan contains customary events of
default, including, without limitation, non-payment of principal, interest or
fees, violation of certain covenants, inaccuracy of representations and
warranties in any material respect, cross defaults under certain other
indebtedness and agreements.

Effective August 30, 2002, Anchor entered into a supplemental indenture
with the holders of the First Mortgage Notes to provide for the waiver of the
change-in-control provisions, the elimination of pre-payment provisions and
other non-financial changes to the terms of the First Mortgage Notes.
Additionally, Consumers U.S. was released as a guarantor of the First Mortgage
Notes.

NOTE 6  Pension Liabilities
and Other Post-retirement Benefits

Effective December 31, 2001, Anchor entered the Glass Companies
Multiemployer Pension Plan (the MEPP), created from the merger of the Anchor
defined benefit pension plan and the GGC, L.L.C. (GGC) (a former affiliate)
defined benefit plan for hourly employees. Anchor, GGC, the Board of Trustees
of the MEPP and the unions representing certain employees at Anchor and GGC
considered the MEPP to be a multiemployer pension plan.

On April 30, 2002, the PBGC advised the Company that it was unable to
determine whether the MEPP met the definition of a multiemployer plan under the
Employee Retirement Income Security Act of 1974, as amended (ERISA). In July
2002, the United States Department of Labor notified Anchor that it determined
that the MEPP did not meet the definition of a multiemployer plan under ERISA.

Effective July 31, 2002, Anchor and the PBGC entered into an agreement to
govern the dissolution of the Anchor portion of the MEPP (the PBGC
Agreement). Pursuant to the PBGC Agreement and collective bargaining
agreements with the unions representing participants under the MEPP, Anchor
withdrew from the MEPP on July 31, 2002. The PBGC has proceeded in accordance
with procedures under ERISA to partition the assets and liabilities of the MEPP
into two parts, one part attributable to Anchor employees and former employees
and one part attributable to GGC employees and former employees and terminate
the Anchor portion. The termination was effective as of July 31, 2002.

In accordance with the PBGC Agreement, on the Effective Date, Anchor paid
$20,750 to the PBGC (with proceeds from the Reorganization). Additionally,
Anchor granted the PBGC a warrant for the purchase of 5% of the common stock of
Anchor, with an exercise price of $5.27 and term of ten years. No value has
been attributed to this warrant as of September 30, 2002. Anchor renegotiated
its labor union contracts and, effective August 1, 2002, began contributing to other
multiemployer plans for the future service benefits of its hourly employees.
These contributions are expensed monthly.

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In accordance with the PBGC Agreement, Anchor has begun making monthly
payments to the PBGC of $833 for a period of one hundred twenty (120) months.
The present value of this obligation, $66,067 recorded as long-term debt (less
current maturities), was determined by applying a discount rate of
8.9%. As a result of the transactions under the PBGC Agreement, the
Company recorded a gain of $8,233, recorded as a direct cost of
restructuring.

As a result of the
Reorganization, the Company implemented modifications to its current
post-retirement benefits program, resulting in a reduction of
long-term post-retirement liabilities of $24,432.

NOTE 7  Capital Stock

The authorized capital stock of Anchor consists of 21,000,000 shares of
common stock, par value $0.10 per share, of which 9,000,000 shares are issued
and outstanding, and 100,000 shares of preferred stock, par value $0.01 per
share. Of the amount of authorized preferred stock, 75,000 shares of preferred
stock are designated Series C Participating Preferred Stock, of which 75,000
shares are issued and outstanding.

Preferred Stock

The Anchor Board of Directors has the authority, by adopting resolutions,
to issue shares of preferred stock in one or more series, with the designations
and preferences for each series set forth in the adopting resolutions. The
certificate of incorporation authorizes the board of directors to determine,
among other things, the rights, preferences and limitations pertaining to each
series of preferred stock.

The holders of the Series C Participating Preferred Stock are entitled to
vote as a single class on all actions to be taken by Anchor stockholders,
together with all other classes and series of Anchors stock. The holders of
the Series C Participating Preferred Stock will have full voting rights and
powers equal to the voting rights and powers of the holders of Anchors common
stock. The votes of the holders of Series C Participating Preferred Stock, in
the aggregate, will constitute 15% of the total aggregate votes entitled to
vote on any such action.

The Series C Participating Preferred Stock is entitled to receive
dividends prior to and in preference to any declaration or payment of any
dividend on any junior securities at a rate per annum equal to 12%. Dividends
are payable quarterly in cash, if and when declared by the board of directors
and, to the extent not paid currently with respect to any quarterly period,
will accrue and compound quarterly. In addition, the Series C Participating
Preferred Stock is entitled to receive dividends and distributions equal to 15%
of the amount of dividends paid on the outstanding shares of common stock.

The Series C Participating Preferred Stock is subject to redemption at the
Companys option at any time in whole but not in part at a redemption price
equal to the sum of (i) $1,000 per share plus all accrued and unpaid dividends
on such share computed to the date of redemption and (ii) 15% of the fair
market value of all of the outstanding shares of common stock divided by the
number of outstanding shares of Series C Participating Preferred Stock. The
portion of the redemption price specified in clause (ii) of the preceding
sentence will, at the option of the Company, be payable either in cash or in
shares of common stock.

In the event of Anchors liquidation, dissolution or winding up (or
certain other circumstances which shall be deemed a liquidation), the holders
of the Series C Participating Preferred Stock will be entitled to receive,
prior and in preference to the holders of the common stock, an amount equal to
$1,000 per share plus all accrued and unpaid dividends on such share computed
to the date of redemption. If upon the liquidation event the available assets
are insufficient to permit the payment of those amounts, then the entire assets
and funds will be distributed to the holders of the Series C Participating
Preferred Stock. After the liquidation preference has been paid to the holders
of the Series C Participating Preferred Stock, remaining assets will be
distributed 85% to holders of the common stock and 15% to the holders of the
Series C Participating Preferred Stock.

At September 30, 2002, accrued dividends on the Series C Participating
Preferred Stock are $750 and are recorded in other long-term liabilities on the
condensed balance sheet.

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NOTE 8  Commitments and Contingencies

On October 13, 2000, certain former stockholders of the Company,
consisting of CoMac Partners, L.P., CoMac Endowment Fund, L.P., CoMac
Opportunities Fund, L.P., CoMac International, N.V., Carl Marks Strategic
Investments, LP, Carl Marks Strategic Investments II, LP, Varde Partners, L.P.,
Varde Fund (Cayman) Ltd., Pequod Investments, L.P., Pequod International Ltd.,
Cerberus Partners L.P. and Cerberus International Ltd. (collectively, the
Plaintiffs), commenced a shareholder derivative action against certain of the
Companys directors and officers and related entities in The Court of Chancery
of the State of Delaware. The litigation was settled for total consideration to
the Company of approximately $9,000, of which approximately $6,300 was in cash,
the exchange of mutual releases by the parties and payment by Anchor of certain
legal fees. The settlement of the shareholder derivative action was approved
by the Bankruptcy Court and the Delaware Chancery Court. Implementation of the
settlement is expected in the fourth quarter of 2002.

In September 2001, The National Bank of Canada, acting on its own behalf
and on behalf of PNC Bank, filed a complaint, in Allegheny Common Pleas Court,
against Anchor, GGC, Consumers U.S. and certain other former affiliates of
Anchor. The complaint alleged, among other things, fraudulent conveyances made
by GGC to Anchor and tortious interference with the contractual relationship
between the bank and GGC. As a result of the claims filed by the plaintiffs in
the Chapter 11 proceedings, the action will now be heard in the United States
Bankruptcy Court for the Middle District of Florida. Discovery has begun. No
hearing date has been set.

On April 15, 2002, Anchor filed a voluntary petition for relief under
Chapter 11 of the U.S. Bankruptcy Code in connection with the Reorganization.
The Plan was confirmed by the Court at a hearing held on August 8, 2002 and
became effective on August 30, 2002.

The Companys operations are subject to federal, state and local
requirements that are designed to protect the environment. Such requirements
have resulted in the Company being involved in related legal proceedings,
claims and remediation obligations. Based on the Company's current
understanding of the relevant facts, the Company does not believe that
its environmental exposure is in excess of the reserves reflected on
the condensed balance sheet, although there can be no assurance that
this will be the case. In addition, the Company is, and from time
to time may be, a party to routine legal proceedings incidental to the
operation of its business. The outcome of any pending or threatened
proceedings is not expected to have a material adverse effect on the financial
condition or operating results of the Company, based on the Companys current
understanding of the relevant facts.

NOTE 9  Summary of Recent Accounting Pronouncements

Effective January 1, 2002, the Company adopted SFAS 142, that addresses
financial accounting and reporting for intangible assets acquired individually
or with a group of other assets at acquisition. SFAS 142 also addresses
financial accounting and reporting for goodwill and other intangible assets
subsequent to their acquisition. SFAS 142 provides that goodwill and intangible
assets that have indefinite useful lives will not be amortized but rather will
be tested at least annually for impairment. It also provides that intangible
assets that have finite useful lives will continue to be amortized over their
useful lives, but those lives will no longer be limited to forty years. For the
financial statements of the Predecessor Company, it was determined that the
fair value of the Company was greater than the carrying amount of the net
assets and no goodwill impairment resulted from the adoption SFAS 142. If SFAS
142 had been applied as of the beginning of 2001, the net income (loss) and
basic and diluted net income (loss) per share applicable to common stock would
have been $(24,364) and $(6.65), respectively, for the nine months ended
September 30, 2001 and $224 and $(0.34), respectively, for the three months
ended September 30, 2001.

Effective January 1, 2002, the Company adopted Statement of Financial
Accounting Standards No. 144  Accounting for the Impairment or Disposal of
Long-Lived Assets (SFAS 144), that addresses financial reporting for the
impairment or disposal of long-lived assets. SFAS 144 supersedes SFAS 121 and
the reporting provisions of Accounting Principles Board Opinion No. 30 
Reporting the Results of Operations, for the disposal of a segment of a business.
The Company has determined that the impact of

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adopting SFAS 144 will not be material. Assets
previously held for sale have been reclassified as operating property, plant
and equipment.

In August 2001, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 143  Accounting for Asset Retirement
Obligation (SFAS 143), that addresses the accounting for the recognition of
liabilities associated with the retirement of long-lived assets. The Company
has adopted the requirements of SFAS 143 concurrent with fresh start reporting
and has determined that the impact of adopting SFAS 143 is not material.

In April 2002, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 145  Rescission of FASB Statements No.
4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections
(SFAS 145) regarding the accounting of gains and losses from the
extinguishment of debt and to eliminate an inconsistency between the accounting
for sale-leaseback transactions and certain lease modifications that have
economic effects that are similar to sale-leaseback transactions. SFAS 145 is
effective for transactions occurring after May 15, 2002. The impact of adopting
SFAS 145 is not material.

In June 2002, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 146  Accounting for Exit or Disposal
Activities (SFAS 146). SFAS 146 addresses significant issues regarding the
recognition, measurement, and reporting of costs that are associated with exit
and disposal activities, including restructuring activities that are currently
accounted for pursuant to the guidance that the Emerging Issues Task Force
(EITF) has set forth in EITF Issue No. 94-3, Liability Recognition for
Certain Employee Termination Benefits and Other Costs to Exit an Activity
(including Certain Costs Incurred in a Restructuring".The Company has adopted
the requirements of SFAS 146 concurrent with fresh start reporting and has
determined that the impact of adopting SFAS 146 is not material.




Item 2.  Managements Discussion and Analysis of Financial Condition and
Results of Operations.

Overview

On August 30, 2002, Anchor consummated a significant restructuring of its
existing debt and equity securities through a Chapter 11 reorganization; a
voluntary bankruptcy petition had been filed on April 15, 2002. As part of this
restructuring, AGC Holding acquired 75,000 shares of newly authorized Series C
Participating Preferred Stock for $75.0 million and 9,000,000 shares of newly
authorized common stock for $5.0 million. Ableco Finance LLC provided Anchor
with a new $20.0 million Term Loan. In connection with the Reorganization,
Anchor entered into a new $100.0 million Revolving Credit Facility.

Upon the Effective Date, Anchor adopted fresh-start reporting pursuant to
SOP 90-7. The adoption of fresh start reporting resulted in Anchor revaluing
its balance sheet in accordance with the requirements of SFAS 141.
Reorganization items in the eight months ended August 30, 2002 primarily result
from the write off of goodwill, the revaluation of the Companys, property,
plant and equipment and the valuation of certain identifiable intangible
assets. There were no comparable items recorded in the nine months ended
September 30, 2001. A net gain of $47.4 million was recorded in the eight
months ended August 31, 2002, for the effect of the reorganization transactions
and application of fresh start reporting.

The Company recorded a net gain for restructuring and other nonrecurring
items of $0.4 million during the eight months ended August 31, 2002. The
significant components of this net gain include: professional fees  $10.1
million; direct costs of the restructuring, net  $8.3 million; retiree benefit
plan modification  ($24.4 million) and First Mortgage Note holder consent fees
- $5.6 million.

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Results of Operations

The following discusses the results of operations of Anchors Reorganized
Company for the one month ended September 30, 2002 and for its Predecessor
Company for the eight months ended August 31, 2002 and the periods prior
thereto.

One Month Ended September 30, 2002

The results of operations for the one-month period ended September 30,
2002 were negatively impacted by unplanned downtime due to the need to perform
emergency furnace repairs at two of the Companys operating facilities. These
repairs were completed in September 2002 and the furnaces are currently
operating. Cost of products sold as a percentage of net sales increased to
92.6% as a result of this disruption in operations, with excess costs incurred
of approximately $1.8 million. The disruption also affected sales volume and
net sales dollars as the reduced production capacity resulted in lower
shipments for the month.

Interest expense is higher, beginning in September 30, 2002, as a result
of the accretion of interest on the payment obligation under the PBGC
Agreement, and is partially offset due to the lower level of outstanding
long-term debt following the Reorganization.

Eight Months Ended August 31, 2002

Net sales. Net sales for the eight months ended August 31, 2002 were
$504.2 million. The improvement in the margin on net sales (approximately $14.4
million) was principally a result of general price increases, a shift in
product mix and an increase in shipment volume (2.1%). The increased demand for
glass containers, especially in the beer category, has strengthened the
fundamentals of the Company and the industry. Industry and Company shipments
are exceeding production, resulting in inventory levels that are at
fifteen-year lows. This market dynamic has resulted in the Company realizing
price increases in recent months and improving margins through upgrading a
selective mix of business opportunities.

Cost of products sold.The Companys cost of products sold in the eight
months ended August 31, 2002 was 89.6% of net sales, while the cost of products
sold for the nine months ended September 30, 2001 was 93.3% of net sales. This
improvement in margin in the first eight months of 2002, principally reflects
the decline in the cost of natural gas (the principal fuel for manufacturing
glass) of approximately $16.1 million, manufacturing efficiencies due to the
Companys cost reduction efforts and lower inventory storage costs resulting
from the lower levels of inventory. These improvements were partially offset by
increases in other costs, such as, insurance, fringe benefit costs and costs
associated with downtime during the modernization project at the Companys
Elmira, New York facility. With the implementation of SFAS 142, effective as of
January 1, 2002, goodwill is no longer amortized. Goodwill amortization expense
was $2.2 million in the nine months ended September 30, 2001.

Selling and administrative expenses. Selling and administrative expenses
for the eight months ended August 31, 2002 were approximately $19.2 million (or
3.8% of net sales), while selling and administrative expenses for the nine
months ended September 30, 2001 were $21.1 million (or 3.9% of net sales).
Prior to October 1, 2001, the Company was part of a group of glass
manufacturing companies with Consumers Packaging Inc. (Consumers) and GGC,
each of which was controlled through G&G Investments, Inc. (G&G). During that
time, Anchor allocated certain overhead costs to these former affiliates. This
elimination of overhead cost allocation in 2002 was offset by the
discontinuance of the management agreement with G&G and the fees previously
paid to G&G under the agreement and other lower professional fees, including
legal costs, classified as selling and administrative expenses. The Company
incurred increased professional fees in 2001 as it began its reorganization
process. Reorganization and restructuring professional fees incurred in 2002
are recorded in the other captions on the condensed statements of operations.

Interest expense. Interest expense for the eight months ended August 31,
2002 was $17.9 million. Interest expense in the nine months ended September 30,
2001 was $21.9 million. There was no accrual of interest on the Senior Notes
from the Petition Date through August 30, 2002, the date of the repayment of
the

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principal amount of the Senior Notes. If accrued, interest expense would
have increased by $1.8 million during the eight months ended August 30, 2002.
Interest expense was also reduced due to lower interest rates and lower average
outstanding borrowings under the credit facilities in place during the period.

Net income (loss). The Company recorded net income in the eight months
ended August 31, 2002 of approximately $63.8 million, of which $47.8 million
represents the effect of the Reorganization and fresh start adjustments. The
Company recorded a net loss of $26.6 million for the first nine months of 2001,
which included a $19.5 million of related party provisions and charges as a
result of Consumers filing under the Canadian Companies Creditors Arrangement
Act in May 2001.

Income from operations improved significantly in 2002 as compared to 2001.
The decline in the price of natural gas in 2002, as compared with 2001,
resulted in margin improvement of approximately $7.3 million, net of the energy
price recovery program, initiated in the second half of 2000, due to
the then escalating natural gas costs. This improvement in earnings also results from general
price increases, increased sales volume and a favorable mix of business
opportunities. The Companys plans to improve operations include continuation
of its cost reduction efforts, continued focus on manufacturing efficiencies,
product mix management, as well as increased sales from its supply agreements
with major customers and possible price increases if market conditions persist.
See  Information Concerning Forward-Looking Statements.

Liquidity and Capital Resources

Anchor Reorganization

Under the terms of the Plan, the holders of Anchors First Mortgage Notes
retained their outstanding $150.0 million of First Mortgage Notes and received
a consent fee of $5.6 million for the waiver of the change-in-control
provisions, the elimination of the pre-payment provisions and other
non-financial changes to the terms of the First Mortgage Notes (including the
release of Consumers U.S. as a guarantor). The holders of Anchors Senior Notes
were repaid in cash at 100% of their principal amount. Holders of Anchors
Series A Preferred Stock (having an accrued liquidation value of approximately
$83.6 million) are entitled to receive a cash distribution of $22.5 million in
exchange for their shares (of which $17.0 million was paid through September
30, 2002) and the Series A Preferred Stock was cancelled. Anchors Series B
Preferred Stock (having an accrued liquidation value of approximately $105.7
million) and common stock and warrants were cancelled and the holders received
no distribution under the Plan.

Anchor also entered into the PBGC Agreement, whereby the PBGC has
proceeded in accordance with procedures under ERISA to partition the assets and
liabilities of the MEPP and terminate the Anchor portion. At the Effective
Date, Anchor paid $20.75 million to the PBGC and entered into a ten-year
payment obligation.

All of Anchors other unaffiliated creditors, including trade creditors,
were unimpaired and have been or will be paid in the ordinary course.

Operating activities provided $10.0 million in cash in the one month ended
September 30, 2002 (Reorganized Company) and $53.1 million in the eight months
ended August 31, 2002 (Predecessor Company) as compared to cash provided of
$19.7 million in the nine months ended September 30, 2001 (Predecessor
Company). This increase in cash provided reflects an improvement in earnings
before restructuring and reorganization items of approximately $20.9 million
and changes in working capital items. Inventory levels decreased approximately
$16.5 million in 2002. As a result of lower natural gas prices, cash outlays
for natural gas purchases in the period ended September 30, 2002 decreased
approximately $7.3 million as compared to the nine months ended September 30,
2001.

Cash consumed in investing activities was $5.2 million in the one month
ended September 30, 2002 (Reorganized Company) and $49.5 million in the eight
months ended August 31, 2002 (Predecessor Company) as compared to $14.9 million
in the nine months ended September 30, 2001 (Predecessor Company). Capital
expenditures were $5.5 million in the one month ended September 30, 2002 and
$42.7 million in the eight months ended August 31, 2002 (of which $18.6 million
related to the modernization project at the Elmira, New York facility) as
compared to $26.2 million in the nine months ended September 30, 2001. To fund
capital

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expenditures as provided for under the terms of the Indentures, the
Company applied, in the first nine months of 2001, cash deposited into escrow
of $13.3 million which were the proceeds of sale and sale-leaseback
transactions. The Company invested in total, approximately $33.0 million in
2002 and 2001 in the now completed Elmira modernization project.

Net cash consumed in financing activities was $4.8 million in the one
month ended September 30, 2002 and $3.7 million in the eight months ended
August 31, 2002 as compared to $8.6 million in the nine months ended September
30, 2001. The net financing activities in 2002 principally reflect the
Reorganization transactions, consisting of $80.0 million of proceeds from the
issuance of capital stock of the Company, $20.0 million of proceeds from the
issuance of the Term Loan, repayment of the principal balance of $50.0 million
on the Senior Notes, payment of $20.75 million under the PBGC Agreement and
payoff of the advances outstanding under the DIP Facility of approximately
$47.9 million. Excess proceeds of the Reorganization as of August 30, 2002 were
applied to advances outstanding under the Revolving Credit Facility and redrawn
in early September to fund the Plan distribution to the holders of the Series A
preferred stock.

Revolving Credit Facility

On August 30, 2002, Anchor entered into a $100.0 million Revolving Credit
Facility which includes a $15.0 million subfacility for letters of credit. The
Revolving Credit Facility matures on August 30, 2006.

Loans made pursuant to the revolving credit facility are secured by a
first priority security interest in, a lien upon, and a right of set off
against all our present and future personal property, except for (i) assets
securing the First Mortgage Notes and certain shared collateral, (ii) liens on
certain equipment purchased with funds provided pursuant to certain equipment
financing facilities and (iii) liens on other assets specifically permitted by
the Revolving Credit Facility.

The Revolving Credit Facility contains customary negative covenants and
restrictions for transactions including, without limitation, restrictions on
indebtedness, liens, investments, fundamental changes, asset dispositions
outside of the ordinary course of business, subsidiary stock dispositions,
restricted junior payments, transactions with affiliates and changes relating
to indebtedness. In addition, the Revolving Credit Facility requires that the
Company meet a quarterly fixed charge coverage test (calculated on a trailing
four quarter basis) unless minimum availability declines below $10.0 million
(in which case the Company must meet a monthly fixed charge coverage test,
calculated on a trailing twelve month basis.) The Revolving Credit Facility
contains customary events of default, including, without limitation,
non-payment of principal, interest or fees, violation of certain covenants,
inaccuracy of representations and warranties in any material respect, and cross
defaults with certain other indebtedness and agreements, including, without
limitation, the First Mortgage Note indenture and the PBGC Agreement.

The letters of credit outstanding under the DIP Facility are currently in
the process of being transitioned to the Revolving Credit Facility. As a
result, outstanding letters of credit under the DIP Facility, which were
approximately $5.6 million at September 30, 2002, are collateralized by a cash
deposit, recorded as restricted cash on the condensed balance sheet. The
transition of the letters of credit to the Revolving Credit Facility and the
return of the cash deposit are expected to be completed in November 2002.

At November 5, 2002, advances outstanding under the Revolving Credit
Facility were $47.6 million, borrowing availability was $22.5 million and the
outstanding letters of credit under the Revolving
Credit Facility were $1.0 million. In addition, letters of credit outstanding
under the DIP Facility were $4.1 million.

Long-term debt

On August 30, 2002, Anchor entered into a term loan agreement with Ableco
Finance LLC, as agent for the lenders, to provide for a senior secured Term
Loan in the amount of $20.0 million. The full amount of the loan was drawn down
on August 30, 2002, and bears interest at 14% per annum, payable monthly in
arrears. The Term Loan matures on March 31, 2005. An annual fee equal to $0.2
million will be payable on each anniversary date until maturity, beginning on
August 30, 2003.

19



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Anchors $150.0 million First Mortgage Notes bear interest at 11.25%,
payable semi-annually. Imputed interest rates on the Companys capital leases
range from 6.0% to 9.0%. In August 2002, Anchor entered into a ten-year payment
obligation under the PBGC Agreement. The present value of this obligation of
approximately $66.1 million was determined by applying a discount rate of 8.9%.

Commitments for the principal payments required on long-term debt,
including capital leases and under operating leases are as follows:

|                              |  |                        |        |      |  |      |        |      |  |            |        |  |  |   |         |          |  |   |        | 
|----------------------------- |  | ---------------------- | ------ | ---- |  | ---- | ------ | ---- |  | ---------- | ------ |  |  | - | ------- | -------- |  | - | ------ | 
|                              |  | Remainder              |        |      |  |      |        |      |  |            |        |  |  |   |         | 2006 and
|                              |  | of 2002                |        | 2003 |  | 2004 |        | 2005 |  | thereafter
|                              |  |                        |        |      |  |      |        |      |  |           
|                              |  | (dollars in thousands)
|Long-term debt (1)            |  | $                      |       |      |  | $    |       |      |  | $          |       |  |  | $ | 170,000 |          |  | $ |       | 
|Capital leases (1)            |  |                        | 1,645  |      |  |      | 2,118  |      |  |            | 1,998  |  |  |   | 1,887   |          |  |   | 353    | 
|Operating leases              |  |                        | 4,150  |      |  |      | 16,240 |      |  |            | 11,180 |  |  |   | 6,110   |          |  |   | 13,420 | 
|Payments under PBGC
Agreement |  |                        | 2,500  |      |  |      | 10,000 |      |  |            | 10,000 |  |  |   | 10,000  |          |  |   | 67,500 | 
|Series A Preferred Stock (2)  |  |                        | 5,460  |      |  |      |       |      |  |            |       |  |  |   |        |          |  |   |       | 
|                              |  |                        |        |      |  |      |        |      |  |            |        |  |  |   |         |          |  |   |        | 
|                              |  | $                      | 13,755 |      |  | $    | 28,358 |      |  | $          | 23,178 |  |  | $ | 187,997 |          |  | $ | 81,273 | 
|                              |  |                        |        |      |  |      |        |      |  |            |        |  |  |   |         |          |  |   |        | 



---

|(1) |  | Long-term is classified as current at December 31, 2001 on the
condensed balance sheet.                         
|--- |  | ----------------------------------------------------------------------------------------------------------------
|   
|(2) |  | Includes the remaining balance of the settlement of the Series
A Preferred Stock ($22.5 million) under the Plan.

The Company expects significant expenditures for the remainder of 2002
and in 2003. Required payments under the PBGC Agreement are
$2.5 million for the remainder of 2002 and $10.0 million in 2003, payable in equal monthly installments of $0.8
million. Capital expenditures are expected to approximate $17.0 million in the
remainder of 2002 and $57.0 million in 2003. The semi-annual interest of $8.4
million on the First Mortgage Notes was paid October 1, 2002. Peak operating
needs are in spring at which time working capital borrowings are significantly
higher than at other times of the year.

The Companys principal sources of liquidity through 2002 are expected to
be funds derived from operations and borrowings under the Revolving Credit
Facility. Anchor believes that the cash flow from its operating activities
combined with the availability of funds under its Revolving Credit
Facility and Term Loan will be sufficient to support operations and liquidity
requirements for the foreseeable future.

Impact of Inflation

The impact of inflation on the costs of the Company, and the ability to
pass on cost increases in the form of increased sales prices, is dependent
upon market conditions. While the general level of inflation in the domestic
economy has been relatively low, the Company has experienced significant cost
increases in specific materials and energy and has not been fully able to pass
on inflationary cost
increases to its customers for several years, although it did realize some
price increases in 2001 and 2002, primarily due to the abnormally high energy
costs experienced in 2001.

Seasonality

Due principally to the seasonal nature of the brewing, iced tea and other
beverage industries, in which demand is stronger during the summer months, the
Companys shipment volume has historically been higher in the second and third
quarters. Consequently, the Company historically has built inventory during
the first quarter in anticipation of seasonal demands during the second and
third quarters. Due to increased demand at the end of 2001 and beginning of
2002, the Company is shipping more than usual and building less inventory. In
addition, the Company has historically scheduled shutdowns of its plants for
furnace rebuilds and machine repairs in the first and fourth quarters of the
year to coincide with scheduled holiday and vacation time under its labor
union contracts. These shutdowns normally adversely affect profitability
during the first and fourth quarters; however, the Company has in the past and
will continue in

20



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##### Table of Contents



the future to implement alternatives to reduce downtime
during these periods in order to minimize disruption to the production process
and its negative effect on profitability.

New Accounting Standards

Effective January 1, 2002, the Company adopted Statement of Financial
Accounting Standards No. 142  Goodwill and Other Intangible Assets. SFAS 142
addresses financial accounting and reporting for intangible assets acquired
individually or with a group of other assets at acquisition. SFAS 142 also
addresses financial accounting and reporting for goodwill and other intangible
assets subsequent to their acquisition. SFAS 142 provides that goodwill and
intangible assets that have indefinite useful lives will not be amortized but
rather will be tested at least annually for impairment. It also provides that
intangible assets that have finite useful lives will continue to be amortized
over their useful lives, but those lives will no longer be limited to forty
years. For the financial statements of the Predecessor Company, it was
determined that the fair value of the Company was greater than the carrying
amount of the net assets and no goodwill impairment resulted from the adoption
SFAS 142.

Effective January 1, 2002, the Company adopted Statement of Financial
Accounting Standards No. 144  Accounting for the Impairment or Disposal of
Long-Lived Assets, that addresses financial reporting for the impairment or
disposal of long-lived assets. SFAS 144 supersedes SFAS 121 and the reporting
provisions of Accounting Principles Board Opinion No. 30  Reporting the
Results of Operations, for the disposal of a segment of a business. The Company
has determined that the impact of adopting SFAS 144 is not material. Assets
previously held for sale have been reclassified as operating property, plant
and equipment.

In August 2001, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 143  Accounting for Asset Retirement
Obligations, that addresses the accounting for the recognition of liabilities
associated with the retirement of long-lived assets. The Company has adopted
the requirements of SFAS 143 concurrent with fresh start reporting and has
determined that the impact of adopting SFAS 143 is not material.

In April 2002, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 145  Rescission of FASB Statements No.
4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections
regarding the accounting of gains and losses from the extinguishment of debt
and to eliminate an inconsistency between the accounting for sale-leaseback
transactions and certain lease modifications that have economic effects that
are similar to sale-leaseback transactions. SFAS 145 is effective for
transactions occurring after May 15, 2002. The impact of adopting SFAS 145 is
not material.

In June 2002, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 146  Accounting for Exit or Disposal
Activities. SFAS 146 addresses significant issues regarding the recognition,
measurement, and reporting of costs that are associated with
exit and disposal activities, including restructuring activities that are
currently accounted for pursuant to the guidance that the EITF has set forth in
EITF Issue No. 94-3, Liability Recognition for Certain Employee Termination
Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred
in a Restructuring".The Company has adopted the requirements of SFAS 146
concurrent with fresh start reporting and has determined that the impact of
adopting SFAS 146 is not material.

Significant Accounting Policies

The significant accounting policies of the Company are disclosed in Note 1
and other notes to the annual financial statements in our Form 10-K for the
fiscal year ended December 31, 2001. The preparation of financial statements in
conformity with generally accepted accounting principles, requires management
to make estimates and assumptions that affect the reported amounts of assets
and liabilities and disclosure of contingent assets and liabilities at the date
of the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from estimates. The
most significant accounting estimates inherent in the preparation of the Anchor
financial statements form the bases for reserves with respect to areas such as,
post-retirement benefits and other employee benefit programs, inventories and

21



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valuation allowances to reduce deferred tax assets. Estimates and judgments are
based on historical experience and other factors believed to be reasonable in
the circumstances. Management continually reviews its accounting policies for
application and disclosure in the financial statements.

Information Concerning Forward-Looking Statements

With the exception of the historical information contained in this report,
the matters described herein contain forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements include, without limitation, any statement that may
predict, forecast, indicate or imply future results, performance or
achievements, and may contain the words believe, anticipate, expect,
estimate, intend, project, will be, will likely continue, will
likely result, or words or phrases of similar meaning including, statements
concerning:



| |  |  | the Companys liquidity and capital resources,                             
| | - |  | ---------------------------------------------------------------------------
|
| |  |  | the Companys debt levels and ability to obtain financing and service
debt,
|
| |  |  | competitive pressures and trends in the glass container industry,          
|
| |  |  | prevailing interest rates,                                                 
|
| |  |  | prices for energy, particularly natural gas,                               
|
| |  |  | legal proceedings and regulatory matters, and                              
|
| |  |  | general economic conditions.                                               

Forward-looking statements involve risks and uncertainties (including, but
not limited to, economic, competitive, governmental and technological factors
outside the control of the Company) that may cause actual results to differ
materially from the forward-looking statements. These risks and uncertainties
may include the highly competitive nature of the glass container industry and
the intense competition from makers of alternative forms of packaging; the
fluctuation in the price of natural gas; the Companys focus on the beer
industry and its dependence on certain key customers; the seasonal nature of
brewing, iced tea and other beverage industries; volatility in the demand of
emerging new beverage container markets (e.g. the ready-to-drink market); the
Companys dependence on certain executive officers; and changes in
environmental and other government regulations. The Company operates in a
changing environment in which new risk factors can emerge from time to time.
It is not possible for management to predict all such risk factors, nor can it
assess the impact of all such risk factors on the Companys business or the
extent to which any factor, or a combination of factors, may cause actual
results to differ materially from those contained in forward-looking
statements. Given these risks and uncertainties, readers are cautioned not to
place undue reliance on forward-looking statements.




Item 3.  Quantitative and Qualitative Disclosures about Market Risk.

The Revolving Credit Facility is subject to interest rates based on a
floating benchmark rate (the prime rate or eurodollar rate), plus an applicable
margin. The applicable margin is fixed through February 2003, and thereafter
becomes a fixed spread based on the Companys level of excess availability. A
change in interest rates under the Revolving Credit Facility could have an
impact on results of operations. A change of 10% in the market rate of interest
would impact interest expense by approximately $0.2 million. The Companys
long-term debt instruments are subject to fixed interest rates and, in
addition, the amount of principal to be repaid at maturity is also fixed.
Therefore, the Company is not subject to market risk from its long-term debt
instruments. Less than 1% of the Companys sales are denominated in currencies
other than the U.S. dollar, and the Company does not believe its total exposure
to currency fluctuations to be significant. The Company hedges certain of its
estimated natural gas purchases, typically over a maximum of six to twelve
months, through the purchase of natural gas futures. Anchor does not enter
into such hedging transactions for speculative trading purposes but rather to
lock in energy prices. Also, the Company enters into put and call options for
purchases of natural gas. Accounting for these derivatives may increase
volatility in earnings.

22



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Item 4.  Controls and Procedures.

An evaluation was carried out, within the 90 days prior to the filing of
this report, under the supervision of the President and Chief Executive Officer
and the Executive Vice President and Chief Financial Officer of the
effectiveness of the design and operation of the Companys disclosure controls
and procedures pursuant to Exchange Act Rules 13a-14 and 15d-14. Based on that
evaluation, Anchors President and Chief Executive Officer and the Executive
Vice President and Chief Financial Officer have concluded that the Companys
disclosure controls and procedures are effective.

There were no significant changes in the Companys internal controls or in
other factors that could significantly affect these controls subsequent to the
date their evaluation and there were no corrective actions with regard to
significant deficiencies and material weaknesses.




PART II  OTHER INFORMATION




Item 1.  Legal Proceedings.

On October 13, 2000, certain former stockholders of the Company,
consisting of CoMac Partners, L.P., CoMac Endowment Fund, L.P., CoMac
Opportunities Fund, L.P., CoMac International, N.V., Carl Marks Strategic
Investments, LP, Carl Marks Strategic Investments II, LP, Varde Partners, L.P.,
Varde Fund (Cayman) Ltd., Pequod Investments, L.P., Pequod International Ltd.,
Cerberus Partners L.P. and Cerberus International Ltd. (collectively, the
Plaintiffs), commenced a shareholder derivative action against certain of the
Companys directors and officers and related entities in The Court of Chancery
of the State of Delaware. The litigation was settled for total consideration to
the Company of approximately $9.0 million, of which approximately $6.3 million
was in cash, the exchange of mutual releases by the parties and payment by
Anchor of certain legal fees. The settlement of the shareholder derivative
action was approved by the Bankruptcy Court and the Delaware Chancery Court.
Implementation of the settlement is expected in the fourth quarter of 2002.

In September 2001, The National Bank of Canada, acting on its own behalf
and on behalf of PNC Bank, filed a complaint, in Allegheny Common Pleas Court,
against Anchor, GGC, Consumers U.S. and certain other former affiliates of
Anchor. The complaint alleged, among other things, fraudulent conveyances made
by GGC to Anchor and tortious interference with the contractual relationship
between the bank and GGC. As a result of the claims filed by the plaintiffs in
the Chapter 11 proceedings, the action will now be heard in the United States
Bankruptcy Court for the Middle District of Florida. Discovery has begun. No
hearing date has been set.

On April 15, 2002, Anchor filed a voluntary petition for relief under
Chapter 11 of the U.S. Bankruptcy Code in connection with the Reorganization.
The Plan was confirmed by the Court at a hearing held on August 8, 2002 and
became effective on August 30, 2002.

The Companys operations are subject to federal, state and local
requirements that are designed to protect the environment. Such requirements
have resulted in the Company being involved in related legal proceedings,
claims and remediation obligations. Based on the Companys
current understanding of the relevant facts, the Company does not believe that
its environmental exposure is in excess of the reserves reflected on
the condensed balance sheet, although there can be no assurance that
this will be the case. In addition, the Company is, and from time
to time may be, a party to routine legal proceedings incidental to the
operation of its business. The outcome of any pending or threatened
proceedings is not expected to have a material adverse effect on the financial
condition or operating results of the Company, based on the Companys current
understanding of the relevant facts.




Item 2.  Changes in Securities and Use of Proceeds.

Under the terms of the Plan, the holders of Anchors First Mortgage Notes
retained their outstanding $150.0 million of First Mortgage Notes and received
a consent fee for the waiver of the
change-in-control provisions, the elimination of pre-payment provisions
and other non-financial changes to the

23



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terms of the First Mortgage Notes
(including the release of Consumers U.S. as a guarantor). The holders of
Anchors Senior Notes were repaid in cash at 100% of their principal amount.
The holders of Anchors Series A Preferred Stock are entitled to receive a cash
distribution of $22.5 million and the Series A Preferred Stock was cancelled.
Anchors Series B Preferred Stock and Common Stock and warrants were cancelled
and the holders received no distribution under the Plan.

On August 30, 2002, the Company sold and issued to AGC Holding 75,000
shares of Series C Preferred Stock for $75.0 million and 9,000,000 shares of
Common Stock for $5.0 million. These shares were issued in an offering not
involving a public offering pursuant to Section 4(2) of the Securities Act. As
a condition to the issuance, the purchasers consented to placement of a
restrictive legend on the certificates representing the securities.

On August 30, 2002, in connection with the PBGC Agreement, the Company
granted the PBGC a warrant for the purchase of 5% of the common stock of
Anchor, with an exercise price of $5.27 and term of ten years.




Item 3.  Defaults Upon Senior Securities.

The filing by Anchor of a voluntary petition for relief under Chapter 11
of the U.S. Bankruptcy Code was a default under the indenture governing the
First Mortgage Notes and the Senior Notes and certain equipment related leases,
for which leases Anchor received waivers.




Item 4.  Submission of Matters to a Vote of Security Holders.

Ballots in respect of the Plan under Chapter 11 were circulated to the
four classes (Class 2-Mortgage Note Claims; Class 5-PBGC Unsecured Claims;
Class 6-Senior Note Claims; and Class 7-Series A Preferred Interests) entitled
to vote on the Plan. Anchor received unanimous votes to accept the Plan and the
Plan was confirmed on August 8, 2002.




Item 5.  Other Information.

None




Item 6.  Exhibits and Reports on Form 8-K.

a.     Exhibits

|        |  |                                                                                                              
|------- |  | -------------------------------------------------------------------------------------------------------------
|Exhibit |  |                                                                                                              
|No.     |  | Description                                                                                                  
|        |  |                                                                                                              
|3.1     |  | Amended and Restated Certificate of Incorporation of Anchor                                                  
|        |  |                                                                                                              
|3.2     |  | Certificate of Amendment of Amended and Restated Certificate of
Incorporation of Anchor                      
|        |  |                                                                                                              
|3.3     |  | Amended and Restated By-Laws of Anchor                                                                       
|        |  |                                                                                                              
|3.4     |  | Certificate of Designation of Series C Participating Preferred Stock                                         
|        |  |                                                                                                              
|3.5     |  | Certificate of Amendment of Amended and Restated Certificate of
Incorporation of Anchor                      
|        |  |                                                                                                              
|4.3     |  | Stockholders Agreement, dated August 30, 2002, by and among
Anchor, the Investors and the Other Stockholders

24



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##### Table of Contents



|        |  |                                                                                                                                                                                                                                                                                                                                                                                         
|------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |  |                                                                                                                                                                                                                                                                                                                                                                                         
|No.     |  | Description                                                                                                                                                                                                                                                                                                                                                                             
|        |  |                                                                                                                                                                                                                                                                                                                                                                                         
|4.4     |  | First Supplemental Indenture, dated August 30, 2002, to the
Indenture, dated April 17, 1997, between Anchor, as Issuer, and
The Bank of New York, as Trustee                                                                                                                                                                                                                            
|        |  |                                                                                                                                                                                                                                                                                                                                                                                         
|10.2    |  | Limited License Agreement, dated March 8, 2002 between Owens
Brockway Glass Container Inc. and Anchor                                                                                                                                                                                                                                                                                   
|        |  |                                                                                                                                                                                                                                                                                                                                                                                         
|10.4    |  | Loan and Security Agreement by and among Anchor, as Borrower, and
Congress Financial Corporation (Central), as Administrative and
Collateral Agent, Bank of America, N.A., as Documentation Agent,
and the Financial Institutions Named Therein, as Lenders, dated
August 30, 2002                                                                                                      
|        |  |                                                                                                                                                                                                                                                                                                                                                                                         
|10.5    |  | Term Loan Agreement by and among Anchor, as Borrower, the
financial institutions from time to time party thereto, as
Lenders, and Ableco Finance LLC, as Agent, dated August 30, 2002                                                                                                                                                                                                   
|        |  |                                                                                                                                                                                                                                                                                                                                                                                         
|10.6    |  | Amended and Restated Intercreditor Agreement, dated August 30,
2002, by and among The Bank of New York, in its capacity as agent
for the holders of Senior Notes and in its capacity as Shared
Collateral Agent, and Congress Financial Corporation (Central), in
its capacity as collateral agent for itself and the other Lenders
from time to time party to the Bank Credit Agreement
|        |  |                                                                                                                                                                                                                                                                                                                                                                                         
|10.7    |  | Security Agreement, made by Anchor in favor of Ableco Finance LLC,
dated August 30, 2002                                                                                                                                                                                                                                                                                                
|        |  |                                                                                                                                                                                                                                                                                                                                                                                         
|10.8    |  | Pledge Agreement, made by Anchor in favor of Ableco Finance LLC,
dated August 30, 2002                                                                                                                                                                                                                                                                                                  
|        |  |                                                                                                                                                                                                                                                                                                                                                                                         
|10.9    |  | Collateral Agency and Intercreditor Agreement dated August 30,
2002 between Congress Financial Corporation (Central) and Ableco
Finance, LLC                                                                                                                                                                                                                                            

b.     Reports on Form 8-K



| |  |  | Current Report on Form 8-K dated August 30, 2002 and filed September
3, 2002 pursuant to Item 5, disclosing that on August 30, 2002,
Anchor consummated the Reorganization.
| |  |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------

25



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SIGNATURES

Pursuant to the requirements 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.

|                         |  |  |                                    |                                                                                                                                  
|------------------------ |  |  | ---------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------
|                         |  |  | ANCHOR GLASS CONTAINER CORPORATION
|                         |  |  |                                    |                                                                                                                                  
|Date:  November 14, 2002 |  |  |                                    | /s/ Dale A. Buckwalter                                                                                                           
|                         |  |  |                                    |                                                                                                                                  
|                         |  |  |                                    | Dale A. Buckwalter
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer and
Duly Authorized Officer)

26



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##### Table of Contents



CERTIFICATION ACCOMPANYING PERIODIC REPORT
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
(18 U.S.C. § 1350)

I, Richard M. Deneau, President and Chief Executive Officer, certify that:

1.     I have reviewed this quarterly report on Form 10-Q of Anchor Glass
Container Corporation;

2.     Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
quarterly report;

3.     Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for the periods presented in this quarterly report;

4.     The registrants other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:



| | a) |  | designed such disclosure controls and procedures to ensure
that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
quarterly report is being prepared;
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b) |  | evaluated the effectiveness of the registrants disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this quarterly report (the Evaluation Date); and                                                                                                  
|
| | c) |  | presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;                                                                                                                        

5.     The registrants other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrants auditors and the audit
committee of registrants board of directors (or persons performing the
equivalent function):



| | a) |  | all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrants
ability to record, process, summarize and report financial data and
have identified for the registrants auditors any material
weaknesses in internal controls; and
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b) |  | any fraud, whether or not material, that involves management
or other employees who have a significant role in the registrants
internal controls; and                                                                                                                                        

6.     The registrants other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

|                         |  |                                                                     
|------------------------ |  | --------------------------------------------------------------------
|Date:  November 14, 2002 |  |                                                                     
|                         |  |                                                                     
|                         |  | /s/ Richard M. Deneau                                               
|                         |  |                                                                     
|                         |  | Name: Richard M. Deneau
Title: President and Chief Executive Officer





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##### Table of Contents



CERTIFICATION ACCOMPANYING PERIODIC REPORT
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
(18 U.S.C. § 1350)

I, Richard M. Deneau, President and Chief Executive Officer of Anchor Glass
Container Corporation (the Company), hereby certify that:



| | (1) |  | The Quarterly Report of the Company on Form 10-Q for the
period ended September 30, 2002 (the Report) fully complies with
the requirements of Section 13(a) or 15(d) of the Securities
Exchange Act of 1934; and
| | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (2) |  | The information contained in the Report fairly presents, in
all material respects, the financial condition and results of
operations of the Company as of the dates and for the periods
expressed in the Report.  

|                         |  |                                                                     
|------------------------ |  | --------------------------------------------------------------------
|Date:  November 14, 2002 |  |                                                                     
|                         |  |                                                                     
|                         |  | /s/ Richard M. Deneau                                               
|                         |  |                                                                     
|                         |  | Name: Richard M. Deneau
Title: President and Chief Executive Officer





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##### Table of Contents



CERTIFICATION ACCOMPANYING PERIODIC REPORT
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
(18 U.S.C. § 1350)

I, Dale A. Buckwalter, Executive Vice President and Chief Financial Officer,
certify that:

1.     I have reviewed this quarterly report on Form 10-Q of Anchor Glass
Container Corporation;

2.     Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
quarterly report;

3.     Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for the periods presented in this quarterly report;

4.     The registrants other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:



| | a) |  | designed such disclosure controls and procedures to ensure
that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
quarterly report is being prepared;
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b) |  | evaluated the effectiveness of the registrants disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this quarterly report (the Evaluation Date); and                                                                                                  
|
| | c) |  | presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;                                                                                                                        

5.     The registrants other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrants auditors and the audit
committee of registrants board of directors (or persons performing the
equivalent function):



| | a) |  | all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrants
ability to record, process, summarize and report financial data and
have identified for the registrants auditors any material
weaknesses in internal controls; and
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b) |  | any fraud, whether or not material, that involves management
or other employees who have a significant role in the registrants
internal controls; and                                                                                                                                        

6.     The registrants other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

|                         |  |                                                                                     
|------------------------ |  | ------------------------------------------------------------------------------------
|Date:  November 14, 2002 |  |                                                                                     
|                         |  |                                                                                     
|                         |  | /s/ Dale A. Buckwalter                                                              
|                         |  |                                                                                     
|                         |  | Name: Dale A. Buckwalter
Title: Executive Vice President and
Chief Financial Officer





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##### Table of Contents



CERTIFICATION ACCOMPANYING PERIODIC REPORT
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
(18 U.S.C. § 1350)

I, Dale A. Buckwalter, Executive Vice President and Chief Financial Officer of
Anchor Glass Container Corporation (the Company), hereby certify that:



| | (1) |  | The Quarterly Report of the Company on Form 10-Q for the
period ended September 30, 2002 (the Report) fully complies with
the requirements of Section 13(a) or 15(d) of the Securities
Exchange Act of 1934; and
| | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (2) |  | The information contained in the Report fairly presents, in
all material respects, the financial condition and results of
operations of the Company as of the dates and for the periods
expressed in the Report.  

|                         |  |                                                                                    
|------------------------ |  | -----------------------------------------------------------------------------------
|Date:  November 14, 2002 |  |                                                                                    
|                         |  |                                                                                    
|                         |  | /s/ Dale A. Buckwalter                                                             
|                         |  |                                                                                    
|                         |  | Name: Dale A. Buckwalter
Title: Executive Vice President and Chief FinancialOfficer