<PAGE>
 
                                 United States
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                   Form 10-K
                                        
        [X]     Annual Report Pursuant to Section 13 or 15(d) of
                      The Securities Exchange Act of 1934
                 For the Fiscal Year Ended September 27, 1998
                                      or
        [_]   Transition Report pursuant to Section 13 or 15(d) of
                      The Securities Exchange Act of 1934
            for the transition period from _________ to _________.

                        Commission File Number 0-26178

                               BWAY Corporation
            (Exact name of registrant as specified in its charter)
                                        
                                   DELAWARE
        (State or other jurisdiction of incorporation or organization)

                                  36-3624491
                     (I.R.S. Employer Identification No.)

                         8607 Roberts Drive, Suite 250
                            Atlanta, Georgia 30350
         (Address of principal executive offices, including zip code)

                                 770-645-4800
             (Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:  Common Stock, par
value $0.01 per share, registered on the New York Stock Exchange.

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

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                              Yes  [X]     No [_]

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

As of December 9, 1998, the aggregate market value of the voting stock held by
non-affiliates of BWAY Corporation was approximately $103,568,583.

As of December 9, 1998, there were 9,310,818 shares of BWAY Corporation's Common
Stock outstanding.

                      DOCUMENTS INCORPORATED BY REFERENCE

Certain portions of BWAY Corporation's Proxy Statement to be mailed to
stockholders on or about January 15, 1999 for the Annual Meeting of Stockholders
to be held on February 19, 1999 are incorporated in Part III hereof by
reference.
<PAGE>
 
                               BWAY CORPORATION
                                        
                               TABLE OF CONTENTS

PART I                                                                      Page
                                                                            ----
Item 1.    Business                                                           1

Item 2.    Properties                                                         8

Item 3.    Legal Proceedings and Regulatory Matters                           9

Item 4.    Submission of Matters to a Vote of Security Holders                9
           

PART II    
           
Item 5.    Market for Company's Common Equity and Related Stockholder 
             Matters                                                          9

Item 6.    Selected Financial Data                                           10

Item 7.    Management's Discussion and Analysis of Financial Condition 
             and Results of Operations                                       13

Item 7.A   Quantitative and Qualitative Disclosures about Market Risk        13

Item 8.    Financial Statements and Supplementary Data                       20

Item 9.    Changes in and Disagreements With Accountants on Accounting 
             and Financial Disclosure                                        20
           

PART III   

Item 10.   Directors and Executive Officers of the Registrant                20

Item 11.   Executive Compensation                                            20

Item 12.   Security Ownership of Certain Beneficial Owners and Management    20

Item 13.   Certain Relationships and Related Transactions                    20

           
PART IV    

Item 14.   Exhibits, Financial Statement Schedules, and Reports on 
             Form 8-K                                                        21


                                      ii
<PAGE>
 
                       BWAY CORPORATION AND SUBSIDIARIES

                            FORM 10-K ANNUAL REPORT
                                        
                 FOR THE FISCAL YEAR ENDED SEPTEMBER 27, 1998
                                        

                                    PART I
                                        
Item 1.  Business
         --------

General

     BWAY Corporation ("BWAY") is a holding company whose significant
subsidiaries, Brockway Standard, Inc. ("BSI"), Brockway Standard (New Jersey),
Inc., Milton Can Company, Inc. and BMAT, Inc., (collectively the "Company") are
leading developers, manufacturers, and marketers of steel containers for the
general line category of the North American container industry. The Company also
provides related material center services (coating, lithography, and metal
shearing) for its internal purposes and also external customers. Subsequent to
fiscal 1998 year end, on November 9, 1998 the Company acquired substantially all
of the assets of United States Can Company's ("U.S. Can") metal services
operations, making the Company a leading provider of material center services.
The references in this report to market positions or market share are based on
information derived from annual reports, trade publications and management
estimates which the Company believes to be reliable.
 
     In January 1989, BWAY and BSI were formed to purchase the metal container
business of Owens-Illinois Corporation ("Owens-Illinois").  In June of 1995,
BWAY (formerly known as Brockway Standard Holdings Corporation) completed an
initial public offering ("Initial Public Offering") of its common stock, par
value $.01 per share (the "Common Stock").  The Company operates on a 52/53-week
fiscal year ending on the Sunday closest to September 30 of the applicable year.
For simplicity of presentation, the Company has presented year-ends as September
30 and all other periods as the nearest month end.

     Metal containers are currently utilized for three product categories:
beverage, food and general line (which includes containers for such products as
aerosol, paint and varnish, and automotive products). Management estimates,
based on industry data published by the Can Manufacturers Institute and the
United States Bureau of Statistics, that 1997 industry shipments totaled
approximately 101 billion units to the beverage category, 32 billion units to
the food category and 4 billion units to the general line category. Although the
general line category constitutes approximately 3% of the unit volume of metal
containers, management estimates that it represents approximately 10% of the
metal can industry revenues. Few companies compete in all three product
categories, and most of the companies which produce beverage and food cans do
not compete in the general line product categories.

     The Company's principal products include a wide variety of steel cans and
pails used for packaging paint and related products, lubricants, cleaners, roof
and driveway sealants, food (principally coffee, vegetable oil and vegetable
shortening) and household and personal care aerosol products. The Company also
manufactures steel ammunition boxes and provides material center services.  The
Company's products are typically coated on the inside to customer specifications
based on intended use and are either decorated on the outside to customer
specifications or sold undecorated.  The Company markets its products primarily
in North America.  The Company's sales to customers located outside of the
United States were less than 5 percent for both fiscal 1997 and fiscal 1998.
Sales are made either by the Company's direct sales force, or third party
distributors or sales agents.  Sales growth has been accomplished primarily
through acquisitions in the general line segment and to a lesser extent,
expanded market penetration in the sales of existing products and new product
development.

                                       1
<PAGE>
 
Acquisitions

     The Company completed two strategic acquisitions during fiscal 1996, one
strategic acquisition during fiscal 1997 and one strategic acquisition
subsequent to the fiscal 1998 year end.

     On November 9, 1998, certain subsidiaries of BWAY acquired substantially
all of the assets of the United States Can Company's metal services operations
for approximately $31 million plus the assumption of certain liabilities,
including trade payables, certain employee liabilities, and leases (the "U.S.
Can Acquisition"). The purchase price is subject to an adjustment based upon the
change in working capital from July 31, 1998 to November 9, 1998. The business
provides metal coating, lithography, and other material center services. It has
three operating plants and one nonoperating plant. The transaction was accounted
for using the purchase method of accounting. Subsequent to the acquisition, the
Company announced plans to close one of the operating plants and signed a letter
of intent to sell the acquired tinplate services business. The tinplate services
business primarily purchases, processes and sells nonprime steel to third party
customers. Tinplate services are not a strategic focus of the Company.

     On October 28, 1996, a subsidiary of BWAY ("MCC") acquired substantially
all of the assets of the aerosol can business of Ball Metal Food Container
Corporation ("BMFCC"), a wholly owned and indirect subsidiary of Ball
Corporation in an asset purchase transaction (the "MCC Acquisition"). The
acquired business had revenues of approximately $45 million for the year ended
December 31, 1995 and operates a single manufacturing facility. This acquisition
allowed the Company to produce a wide range of aerosol cans and operate a
materials service center providing coating and lithography services, and other
material center services. The Company paid approximately $42.4 million in cash
for the business. The transaction was accounted for using the purchase method of
accounting.

     On June 17, 1996, a subsidiary of BWAY ("BSO") acquired substantially all
of the assets of the Davies Can division of the Van Dorn Company, a wholly-owned
subsidiary of Crown Cork & Seal Company, Inc. (the "BSO Acquisition"). This
acquisition provided geographic expansion for the Company into the northeast and
midwest United States, enabling the Company to provide expanded coverage for
many of its products and to many of its customers. The acquired business had
revenues of approximately $55 million for the year ended December 31, 1995, and
operated three facilities. The Company paid approximately $42 million in cash
for the assets. The transaction was accounted for using the purchase method of
accounting. Subsequent to the acquisition, as part of the Company's 3R strategic
initiatives, the Company closed two of the facilities acquired in the BSO
Acquisition.

     On May 28, 1996, a subsidiary of BWAY ("BSNJ") acquired all of the
outstanding stock of Milton Can Company, Inc. ("Milton Can") (the "BSNJ
Acquisition"). This acquisition provided geographic expansion for the Company
into the northeast United States, enabling the Company to provide expanded
coverage for many of its products and to many of its customers. The acquired
business had revenues of approximately $55 million for the year ended December
31, 1995, and operated three facilities. The Company paid the shareholders of
Milton Can approximately $29 million in approximately equal portions of cash and
BWAY stock, and the Company assumed approximately $12.3 million of debt of the
acquired company, which was retired by the Company at the time of acquisition.
The transaction was accounted for using the purchase method of accounting.
Subsequent to the acquisition, as part of the Company's 3R strategic initiative,
the Company closed one facility and announced plans to close a second facility
in fiscal 1999, acquired in the BSNJ acquisition.

     The operating results for MCC, BSO and BSNJ Acquisitions have been included
in the Company's consolidated financial statements since the date of
acquisition. The excess of the aggregate purchase price over the aggregate fair
market value of net identifiable assets acquired in these acquisitions was
approximately $77.8 million.

                                       2
<PAGE>
 
Products and Markets

     The Company participates in the container market and related material
center services business and currently holds leading positions in the sale of
most of its general line products, other than aerosol cans, and holds a strong
position in the sale of coffee and vegetable oil cans. The Company does not sell
beverage containers. The Company also manufactures steel ammunition boxes.
Subsequent to fiscal 1998 year end, on November 9, 1998 the Company acquired
substantially all of the assets of United States Can Company's ("U.S. Can")
metal services operations, making the Company a leading provider of material
center services.

     The following table sets forth the percentage of net sales of the Company
contributed by the product lines indicated for fiscal 1998, 1997 and 1996. The
Company's sales distribution by product line has been affected to some extent by
the recent acquisitions.  Materials center services have historically accounted
for less than three percent of net sales and have been included in the general
line container product line.  Based on the U.S. Can Acquisition of material
services operations, the Company anticipates the material center services
product line to represent a higher percentage of the Company's future sales.

Percentage of the Company's Net Sales
-------------------------------------

<TABLE> 
<CAPTION> 
                                              Year Ended September 30,
                                              ------------------------
     Product                                  1998      1997      1996
     -------                                  ----      ----      ----
     <S>                                      <C>       <C>       <C>  
     General Line Containers                   82%       84%       78%
     Food Cans                                 13%       13%       17%
     Ammunition Boxes                           5%        3%        5%
                                              ----      ----      ----
            Total                             100%      100%      100%
</TABLE>

     General Line Products
 
     The primary uses for the Company's containers are for paint and related
products, lubricants, cleaners, roof and driveway sealants, charcoal lighter
fluid, household and personal care products.  Specific products include round
cans with rings and plugs (typical paint cans), oblong or "F" style cans
(typical paint thinner cans), specialty cans (typical PVC or rubber cement cans,
brake fluid and other automotive after-market products cans and an assortment of
other specialty containers), and pails. The Company produces a full line of
these products to serve the specific requirements of a wide range of customers.
The Company's products are typically coated on the inside to customer
specifications based on intended use, and are either decorated on the outside to
customer specifications or sold undecorated.  Prior to May 1996, the only
significant general line product which the Company did not sell was aerosol
containers. The BSNJ Acquisition gave the Company a niche position in the
container market for the sale of aerosol products. The Company increased its
position for the sale of aerosol can products with the acquisition of the
aerosol can business of BMFCC. Most of the Company's products are manufactured
in facilities that are strategically located to allow the Company to deliver
product to customer filling locations for such products within a one day transit
time.

     Paint Cans.  The Company produces round paint cans in sizes ranging from
one-quarter pint to one gallon, with one gallon paint cans representing the
majority of all paint can sales.

     Oblong or "F" Style Cans.  Oblong or "F" style cans are typically used for
packaging paint thinners, lacquer thinners, turpentine, deglossers and similar
paint related products, charcoal lighter fluid, waterproofing products, and
vegetable oil.  The Company produces oblong cans in sizes ranging from three
ounces to one imperial gallon.

     Specialty Cans.  Utility cans include small screw top cans which typically
have an applicator or brush attached to a screw cap and are used for PVC pipe
cleaner, PVC cement and rubber cement. Cone top cans are typically used for
packaging specialty oils and automotive after-market products including brake
fluid, gasoline additives and radiator flushes.  The Company also produces
various specialty containers.

                                       3
<PAGE>
 
     Aerosol Cans.  Aerosol cans are typically used for packaging various
household and industrial products, including paint and related products,
personal care products, lubricants and insecticides. The Company produces a
variety of sizes, which are generally decorated to customer specifications.

     Pails.  Pails are typically used for packaging paint and related products,
roof and driveway sealants, marine coatings, vegetable oil, and water repellent.
Pails may be either "closed head" for easy pouring products, or "open head"
for more viscous products, with a lid which is crimped on after filling.  The
Company manufactures steel pails in sizes ranging from 2.5 to 7 gallons.

     Food Products/Coffee Cans

     The Company produces cans for coffee and vegetable oil, with coffee
accounting for the majority of sales. The Company produces coffee cans in sizes
commonly referred to as 1 pound, 2 pound and 3 pound, and various smaller
specialty coffee can sizes and shapes. Coffee cans are generally sold to
nationally known coffee processing and marketing companies and are typically
printed to customer specifications. The Company does not sell sanitary food cans
in which soups, stews, vegetables, pie fillings and other foods are actually
cooked in the can.

     Ammunition Boxes

     The Company manufactures a variety of ammunition boxes. These containers
provide a hermetic seal, are coated with a corrosion-resistant finish and are
used to package small arms ammunitions and other ordnance products. The Company
sells ammunition boxes to the U.S. Department of Defense as well as to major
domestic and foreign producers of ordnance.

     Materials Center Services

     The Company also provides materials center services for its can assembly
facilities and third party customers. To enhance its offering of materials
center services, the Company has initiated a major capital investment program in
state-of-the-art lithography and coating equipment.

Customers

     The Company sells its products to a large number of customers in numerous
industry sectors.  Sales to the Company's ten largest customers accounted for
approximately 36.4% of sales in fiscal 1998. During fiscal 1998, sales to any
specific customer did not equal or exceed 10% of sales during the period.

Raw Materials

     The Company's principal raw materials consist of tinplate, blackplate and
cold rolled steel, various coatings, inks and compounds. Steel products
represent the largest component of raw material costs. Essentially all of the
Company's products are manufactured from tinplate steel, except for pails and
ammunition boxes, which are manufactured from blackplate and cold rolled steel.

     Various domestic and foreign steel producers supply the Company with
tinplate steel. Procurement from suppliers depends on the suppliers' product
offering, product quality, service and price. Because a significant number of
reliable suppliers produce the steel used in the Company's process, management
believes that it would be able to obtain adequate replacement supplies in the
market should one of the current suppliers discontinue supplying the Company.
The Company is working with other companies to lower the overall cost of its
steel requirements. Tinplate consumers typically negotiate late in the year for
the next calendar year on terms of volumes and price. Terms agreed to have
historically held through the following year, but there is no assurance that
this practice will remain unchanged in the future.

                                       4
<PAGE>
 
     Steel prices have historically been adjusted as of January 1 of a calendar
year. There has been no announced price increase for January 1, 1999.

     In addition to steel products, the Company purchases various coatings,
inks, and compounds used in the manufacturing process. Based on ready
availability of these materials in the past and the number of current
manufacturers, management does not anticipate any shortages or supply problems
in the future.

Seasonality

     Sales of certain of the Company's products are to some extent seasonal,
with sales levels generally higher in the second half of the Company's fiscal
year. Overall net sales were affected during fiscal 1998 by a generally weaker
paint and related products season.

Environmental, Health and Safety Matters

     The Company is subject to a broad range of federal, state and local
environmental and workplace health and safety requirements, including those
governing discharges to air and water, the handling and disposal of solid and
hazardous wastes, and the remediation of contamination associated with the
releases of hazardous substances.  The Company believes that it is in
substantial compliance with all material environmental, health and safety
requirements.  In the course of its operations, the Company handles hazardous
substances.  As is the case with any industrial operation, if a release of
hazardous substances occurs on or from the Company's facilities or at offsite
waste disposal sites, the Company may be required to remedy such release.  There
were no material capital expenditures relating to environmental compliance in
fiscal 1998, and none are expected for fiscal 1999.

     Pursuant to the terms of the Company's 1989 acquisition of certain
facilities from Owens-Illinois, its fiscal 1996 acquisition of facilities from
Van Dorn Company ("Van Dorn"), the BSNJ Acquisition, the MCC Acquisition, and
the November 9, 1998 U.S. Can Acquisition, the sellers in each transaction are
obligated, subject to certain limitations, to indemnify the Company for certain
environmental matters related to the facilities or businesses they conveyed.
Notwithstanding such indemnification's, the Company could bear liability in the
first instance for indemnified environmental matters, subject to obtaining
reimbursement. There can be no assurance that the Company will receive
reimbursement with respect to the indemnified environmental matters.

     Environmental investigations voluntarily conducted by the Company at its
Homerville, Georgia facility in 1993 and 1994 detected certain conditions of
soil and groundwater contamination, that management believes predated the
Company's 1989 acquisition of the facility from Owens-Illinois. Such pre-1989
contamination is subject to indemnification by Owens-Illinois. The Company and
Owens-Illinois have entered into supplemental agreements establishing procedures
for investigation and remediation of the contamination. In 1994, the Georgia
Department of Natural Resources ("DNR") determined that further investigation
must be completed before DNR decides whether corrective action is needed. The
Company and Owens-Illinois are in the process of negotiating a consent order
with DNR, which would establish a schedule for completing such investigation
(all but a small portion of such investigation to be completed and funded by
Owens-Illinois). Management does not believe that the final resolution of this
matter will have a material adverse effect on the results of operations or
financial condition of the Company.

     The Cincinnati facility, which was acquired in the MCC Acquisition, is
listed on environmental agency lists as a site that may require investigation
for potential contamination. In addition, an environmental review taken after
the acquisition identified certain environmental compliance issues relating to
the facility. The foregoing matters could result in a requirement for the
Company to investigate and remediate the facility or take other corrective
action. To date, no agency has required such action and the cost of any
investigation or remediation can not be reasonably estimated. BMFCC has agreed
to indemnify the Company for liabilities associated with any such required
investigation or remediation as follows: (i) BMFCC will bear the first $0.1
million of such liabilities relating to the environmental agency list matter
discussed above and (ii) any liabilities in excess of such amount will be
subject to the general environmental liability indemnification provisions of the
agreement with BMFCC, which provide that BMFCC will bear 100% of the first $0.3
million of environmental liabilities, 80% of the next $3.0 million of
environmental liabilities, and 65% of all environmental liabilities exceeding
$3.3 million. The Company
                                       5
<PAGE>
 
has initiated certain environmental indemnification claims against BMFCC and is
in discussions with BMFCC regarding resolution of such claims.

     The current owner and former operator of the Company's recently acquired
Trenton, New Jersey facility, U.S. Eagle Litho ("U.S. Eagle"), is required to
investigate and remediate contamination at that location under the New Jersey
Industrial Site Recovery Act ("ISRA"). U.S. Eagle, which owns the Trenton
facility and leases it to the Company, became obligated to fully investigate and
remediate areas of concern at the Trenton facility when it sold certain assets
of its Trenton can manufacturing business in 1988. U.S. Eagle is currently
conducting soil and groundwater remediation at several identified areas of
concern at the site. Under ISRA, U.S. Eagle is fully responsible for
investigation and remediation of the identified areas of concern. The Company is
not responsible for any costs to investigate or clean-up past releases being
addressed by U.S. Eagle. In addition, this matter is indemnified by U.S. Can 
subject to certain limitations.

     At the Peabody, Massachusetts facility, which was previously leased by
BSNJ, groundwater remediation is underway. The owner of the facility has agreed
to retain all liability for the remediation. In addition, the former
shareholders of Milton Can, subject to certain limitations, indemnified the
Company for liabilities associated with the contamination. Management believes
that none of these matters will have a material adverse effect on the results of
operations or financial condition of the Company in light of both the potential
indemnification obligations of others to the Company and the Company's
understanding of the underlying potential liability.

     The Company (and in some cases, predecessors to the Company) have from time
to time received requests for information or notices of potential responsibility
pursuant to the Comprehensive Environmental Response, Compensation and Liability
Act ("CERCLA") with respect to certain waste disposal sites utilized by former
or current facilities of the Company or its various predecessors. To the
Company's knowledge, all such matters which have not been resolved are, subject
to certain limitations, indemnified by the sellers of the relevant Company
affiliates, and all such unresolved matters have been accepted for
indemnification by such sellers. Management believes that none of these matters
will have a material adverse effect on the results of operations or financial
condition of the Company. Because liability under CERCLA is retroactive, it is
possible that in the future the Company may incur liability with respect to
other sites.

     Sales of aerosol cans currently comprise approximately 11% of the Company's
annual general line sales. Federal and certain state environmental agencies have
issued, and may in the future issue, environmental regulations which have the
effect of requiring reformulation by consumer product manufacturers (the
Company's customers) of aerosol propellants or aerosol-delivered consumer
products to mitigate air quality impacts (principally related to lower
atmosphere ozone formulation). Industry sources believe that aerosol product
manufacturers can successfully achieve any required reformulation. There can be
no assurance, however, that reformulation can be accomplished in all cases with
satisfactory results. Failure by the Company's customers to successfully achieve
such reformulation could affect the viability of aerosol cans as product
delivery containers and thereby have a material adverse effect on the Company's
sales of aerosol cans.

Competition

     The markets for the Company's products are competitive and the Company
faces competition from a number of sources in most of its product lines.
Competition is based primarily on price, quality, service, and, to a lesser
extent, product innovation. The Company believes that its low cost of production
and high quality products, the geographic location of the Company facilities
which provide national coverage for most products to most customers, and its
commitment to strong customer relationships enable it to compete effectively.

     Manufacturers of steel containers have historically faced competition from
other materials, primarily plastic, glass, and aluminum. Steel containers offer
a number of significant advantages over alternative materials, including fire
safety (critical in many products packaged in paint, oblong and specialty cans),
the capacity for vacuum packaging (important to coffee producers) and ability to
contain aggressive products (primarily certain solvent-based products).

                                       6
<PAGE>
 
Employees

     As of September 27, 1998, the Company employed approximately 1,446 hourly
employees and 452 salaried employees. Of the 1,446 hourly employees, 930 are 
non-union and the remaining 516 are covered by eight separate collective
bargaining agreements. During fiscal 1998 the Company's Brockway Standard
(Ohio), Inc. subsidiary reached an agreement with the International Association
of Machinists, Local 233 to close the Solon Ohio facility as part of it 3R
strategic initiative. This closure resulted in the elimination of approximately
145 hourly positions and 16 salaried positions. In addition, during fiscal 1998,
the Company's BMAT Newtown, Inc. subsidiary reached a new collective bargaining
agreement with Local 162 of the International Association of Machinists, which
represents approximately 16 employees at its Cincinnati facility. The agreement
was reached after a work stoppage, which ran from June 20, 1998 to September 11,
1998, with workers returning on September 14, 1998. The Company reached
agreement with the International Brotherhood of Teamsters, Local 1034 at its
Elizabeth, New Jersey facilities on two contracts, during fiscal 1998. The first
contract, signed on January 20, 1998, retroactive to December 21, 1997, and runs
through December 21, 2000 at the can manufacturing facility, affecting
approximately 125 hourly employees. The second contract was signed on July 31,
1998, retroactive to October 1997, with an expiration date of December 21, 2000
affecting approximately 6 employees. In addition, as a part of the Company's 3R
strategic initiative, the Company exited its internal trucking business for
these New Jersey facilities. This resulted in the elimination of approximately
14 hourly positions represented by Local 807 of the International Brotherhood of
Teamsters. The Company's BMAT MDD, Inc. subsidiary also negotiated a one year
extension of its agreement with Local 458-3M of the Graphic Communication
Workers International Union during fiscal 1998. The extension is set to expire
on July 31, 1999 and affects approximately 15 employees.

     Subsequent to September 27, 1998, certain subsidiaries of the Company added
80 salaried employees and 303 hourly employees in connection with the US Can
Acquisition. Of the 303 hourly employees approximately 270 are covered by
collective bargaining agreements with either the Graphic Communications Workers
International Union or the United Steelworkers of America.

     Management believes that safety performance, which is often considered as
an indicator of worker involvement, training and attitude, has been excellent at
the Company's facilities. In addition to worker attentiveness to safety,
employees are also actively involved in various quality and productivity
initiatives.

                                       7
<PAGE>
 
Item 2.  Properties
         ----------

     The following table sets forth certain information with respect to the
Company's headquarters, significant manufacturing plants, and warehouses as of
November 30, 1998.

<TABLE>
<CAPTION>
                                                 General        Approximate     Type of
Location                                        Character      Square Footage   Interest
--------                                      --------------   --------------   --------
<S>                                           <C>              <C>              <C>
Alsip, Illinois      (1)                       Manufacturing        75,000       Owned
Atlanta, Georgia (Headquarters)                   Office            24,000       Leased
Brookfield, OH       (1)                       Manufacturing        80,000       Leased
Chicago, Illinois                              Manufacturing       141,000       Owned
Chicago, Illinois                                Warehouse          30,000       Leased
Chicago, Illinois    (1)                       Manufacturing       266,000       Owned
Cincinnati, Ohio                               Manufacturing       469,000       Owned
Dallas, Texas (Thompson)                       Manufacturing       110,000       Owned
Dallas, Texas (Southwestern)                   Manufacturing        73,000       Owned
Elizabeth, New Jersey                          Manufacturing       213,000       Leased
Elizabeth, New Jersey (Northeast Tinplate)     Manufacturing        42,000       Leased
Fontana, California                            Manufacturing        72,000       Leased
Franklin Park, Illinois                        Manufacturing       115,000       Leased
Garland, Texas                                 Manufacturing        78,000       Leased
Homerville, Georgia                            Manufacturing       427,000       Owned
Memphis, Tennessee                             Manufacturing        75,000       Leased
Picayune, Mississippi                          Manufacturing        60,000       Leased
Solon, Ohio                                    Manufacturing       220,000       Owned
Trenton, New Jersey  (1)                       Manufacturing        97,000       Leased
York, Pennsylvania                             Manufacturing        97,000       Owned
</TABLE>

Footnote:

(1)  On November 9, 1998 the Company acquired substantially all of the assets of
     U.S. Can Corporation's metal services operations. These properties were
     added as a result of that acquisition.

     During the fourth quarter of fiscal 1996, management announced plans to
close six facilities and open one new plant as part of the Company's
rationalization initiative associated with the recent acquisitions. As part of
this rationalization strategy, an acquired plant in Covington, Georgia was
closed in September 1996 and an acquired plant in Peabody, Massachusetts was
closed in fiscal year 1997. The majority of the equipment and business has been
assigned to other Company locations. The Company also moved its Memphis,
Tennessee operation to a larger facility during the first quarter of fiscal 1997
to accommodate production changes and the strategic expansion of the Company's
business.

     Subsequent to the U.S. Can Acquisition, the Company announced its plan to
close the Brookfield, Ohio facility as part of its 3R strategic initiative.  In
June 1998, management approved a restructuring plan to close the remaining three
facilities announced in fiscal 1996.  The facility in Solon, Ohio was closed
during the fourth quarter of fiscal 1998.  The Elizabeth, New Jersey (Northeast
Tinplate) and Dallas, Texas (Thompson) facilities are scheduled for closure in
fiscal 1999.  The plant closures are designed to reduce costs and improve
operating efficiencies at the remaining facilities. Management continues to
review opportunities to consolidate operations and to maximize production
efficiencies by rationalizing overlapping facilities, and believes that
following these closings, the Company's remaining facilities will be adequate
for its needs.

     The Company believes its properties are generally in good condition, well
maintained and suitable for their intended use.

                                       8
<PAGE>
 
Item 3.  Legal Proceedings and Regulatory Matters
         ----------------------------------------

Litigation

     The Company is involved in certain proceedings relating to environmental
matters as described under Item 1. "Business - Environmental, Health and Safety
Matters."

     The Company is also involved in legal proceedings from time to time in the
ordinary course of its business.  There are no such currently pending
proceedings which are expected to have a material adverse effect on the Company.


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

     No matters were submitted during the fourth quarter of fiscal 1998 to a
vote of security holders of the Company through the solicitation of proxies or
otherwise.


                                    PART II
                                        
Item 5.  Market for the Company's Common Equity and Related Stockholder Matters
         ----------------------------------------------------------------------

     As of December 9, 1998, there were 105 holders of record of the Common
Stock. Because BWAY is a holding company, its ability to pay dividends is
substantially dependent upon the receipt of dividends or other payments from its
subsidiaries. The Company's Credit Agreement dated June 17, 1996, as amended
(the "Credit Agreement"), among BWAY and certain subsidiaries, Bankers Trust
Company and Bank America (formerly NationsBank, N.A.) and various other lenders,
restricts the ability of BWAY and its subsidiaries to pay dividends or make
other restricted payments in an amount greater than $8.4 million, and places
certain restrictions on the Company with regard to incurring additional
indebtedness, other than certain specified indebtedness. In addition, the
Company's Indenture dated April 11, 1997 (the "Indenture") also restricts the
ability of BWAY and its subsidiaries to pay dividends or make other payments,
and places certain restrictions on the Company with regard to incurring
additional indebtedness, other than certain specified indebtedness. Any future
determination to pay dividends will be made by the Board of Directors in light
of the Company's earnings, financial position, capital requirements, credit
agreements, indentures, business strategies and such other factors as the Board
of Directors deems relevant at such time. The Company has not otherwise paid any
cash distributions or other dividends on the Common Stock and presently intends
to retain its earnings to finance the development of its business for the
foreseeable future.

     The Company repurchased $11.1 million of its common stock during fiscal
1998 under the Company's common stock repurchase program.

                                       9
<PAGE>
 
     The Company's Common Stock was traded on the Nasdaq National Market under
the symbol "BWAY" through November 19, 1996. Since November 20, 1996, the
Company's common stock has been traded on the New York Stock Exchange under the
symbol "BY". The table below sets forth the high and low bid or sales price
information (whichever of the bid or sales price is higher or lower, as
appropriate) for the Common Stock for the first quarter of fiscal 1997, and the
high and low sales price information for the Common Stock for the second, third,
and fourth quarters of fiscal 1997 and each quarter of fiscal 1998. Prior to the
Initial Public Offering, there was no established public trading market in the
Common Stock.

     On August 19, 1997 the Company's Board of Directors declared a three-for-
two stock split of the Company's Common Stock effected in the form of a stock
dividend which was paid on September 22, 1997 to stockholders of record on
September 2, 1997. All price information set forth below has been adjusted to
reflect the stock dividend. The bid information for the first quarter of fiscal
1997 set forth below reflects inter-dealer prices, without retail mark-up, mark-
down or commission and may not necessarily represent actual transactions.

<TABLE>
<CAPTION>
          Fiscal Quarter                      High            Low
          --------------                     ------          ------
          <S>                                <C>             <C>    
          First quarter, 1997                $12.92          $11.67

          Second quarter, 1997               $13.17          $11.83

          Third quarter, 1997                $15.63          $12.83

          Fourth quarter, 1997               $20.50          $15.33

          First quarter, 1998                $25.63          $18.75

          Second quarter, 1998               $26.25          $20.13

          Third quarter, 1998                $26.94          $19.00

          Fourth quarter, 1998               $19.88          $12.38
</TABLE>

Item 6.  Selected Financial Data
         -----------------------

     The selected historical consolidated financial data as of and for each of
the years in the five years ended September 30, 1998 have been derived from the
audited consolidated financial statements of the Company. The results of
operations include the results of acquisitions described under "Business--
Acquisitions" contained in Item 1 of this report and have been included in the
Company's consolidated financial statements from the date of the respective
acquisitions. The selected consolidated financial data is qualified by, and
should be read in conjunction with, "Management's Discussion and Analysis of
Financial Condition and Results of Operations" contained in Item 7 of this
report and with the Company's consolidated financial statements and the related
notes thereto included in Item 8 of this report.

                                       10
<PAGE>
 
<TABLE>
<CAPTION>
                                                                                    Fiscal Year Ended September 30, (1)
                                                                      --------------------------------------------------------------
                                                                         1998       1997 (2)     1996 (3)       1995         1994
                                                                      ----------   ----------   ----------   ----------   ----------
                                                                                   (in thousands except per share data)
<S>                                                                   <C>          <C>          <C>          <C>          <C> 
Income Statement Data:                                          
 
NET SALES                                                              $401,089     $402,150     $283,105     $247,480     $224,701
                                                                       --------     --------     --------     --------     --------
COSTS, EXPENSES AND OTHER
  Cost of products sold (excluding depreciation and amortization)       336,588      341,406      236,741      208,091      193,497
  Depreciation and amortization                                          13,465       13,024        7,425        5,940        5,057
  Selling and administrative expense                                     22,748       19,651       14,589       10,335        9,998
  Restructuring and Impairment Charge (4) (5)                            11,532                    12,860
  Interest expense, net                                                  13,021       10,649        4,872        5,211        5,730
  Gain on curtailment of postretirement benefits                         (1,861)      (5,828)
  AB Leasing fees, expenses and termination (6)                                                                  3,384        1,318
  Other, net                                                                127          998         (340)        (275)         100
                                                                       --------     --------     --------     --------     --------
    Total costs, expenses, and other                                    395,620      379,900      276,147      232,686      215,700
 
INCOME BEFORE INCOME TAXES, EXTRAORDINARY ITEM AND CUMULATIVE 
  EFFECT OF CHANGE IN ACCOUNTING                                          5,469       22,250        6,958       14,794        9,001
 
   Provision for income taxes                                             2,789        9,146        3,239        6,021        3,756
                                                                       --------     --------     --------     --------     --------
INCOME BEFORE EXTRAORDINARY ITEM AND CUMULATIVE EFFECT OF 
  CHANGE IN ACCOUNTING                                                    2,680       13,104        3,719        8,773        5,245
                                                                       --------     --------     --------     --------     --------
   Extraordinary loss resulting from the extinguishment of 
     debt, net of tax benefit (7)                                                                  (2,535)
 
INCOME BEFORE CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING                   2,680       13,104        1,184        8,773        5,245
                                                                       --------     --------     --------     --------     --------
CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING FOR 
  POSTEMPLOYMENT BENEFITS -
  Net of related tax benefit of $137 (8)                                                                                       (213)

 
CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING FOR 
  SYSTEMS DEVELOPMENT COSTS -
  Net of related tax benefit of $823 (9)                                 (1,161)
                                                                       --------     --------     --------     --------     --------
NET INCOME                                                             $  1,519     $ 13,104     $  1,184     $  8,773     $  5,032
                                                                       ========     ========     ========     ========     ========
BASIC EARNINGS PER COMMON SHARE DATA:
  Income before extraordinary item and accounting change               $   0.28     $   1.33     $   0.40     $   1.24     $   1.27
  Extraordinary item                                                                                (0.27)
  Cumulative effect of change in accounting                               (0.12)                                              (0.05)
                                                                       --------     --------     --------     --------     --------
  Net income                                                           $   0.16     $   1.33     $   0.13     $   1.24     $   1.22
                                                                       ========     ========     ========     ========     ========
DILUTED EARNINGS PER COMMON SHARE DATA:
  Income before extraordinary item and accounting change               $   0.27     $   1.31     $   0.40     $   1.23     $   0.84
  Extraordinary item                                                                                (0.27)
  Cumulative effect of change in accounting                               (0.12)                                              (0.03)
                                                                       --------     --------     --------     --------     --------
  Net income                                                           $   0.15     $   1.31     $   0.13     $   1.23     $   0.81
                                                                       ========     ========     ========     ========     ========
WEIGHTED AVERAGE BASIC COMMON SHARES OUTSTANDING                          9,527        9,817        9,373        7,097        4,137
                                                                       ========     ========     ========     ========     ========
WEIGHTED AVERAGE DILUTED COMMON SHARES OUTSTANDING                        9,959        9,983        9,407        7,104        6,206
                                                                       ========     ========     ========     ========     ========
</TABLE> 

                                       11
<PAGE>
 
<TABLE> 
<CAPTION> 
                                                 Fiscal Year Ended September 30, (1)
                                        ----------------------------------------------------
                                          1998       1997       1996       1995       1994
                                        --------   --------   --------   --------   --------
<S>                                     <C>        <C>        <C>        <C>        <C>
Balance Sheet Data:                     
  Working capital                       $    737   $  6,890   $ 22,280   $ 38,811   $ 14,371
  Property, plant and equipment, net     133,960    123,617     94,800     67,668     58,996
  Total assets                           313,711    316,377    245,133    167,958    137,220
  Long-term debt (including current     
    maturities)                          122,272    115,532     95,198     50,218     55,476
  Redeemable common stock                                                              2,682
  Stockholders' equity                    77,188     85,466     72,629     65,837     27,015
</TABLE>
                                                                                
(1)  The Company operates on a 52/53-week fiscal year ending on the Sunday
     closest to September 30 of the applicable year. For simplicity of
     presentation, the Company has presented year-ends as September 30.

(2)  The results of operations for the year ending September 30, 1997 include
     the results from the October 28, 1996 acquisition of substantially all of
     the assets of the aerosol can business of Ball Metal Food Container
     Corporation.

(3)  The results of operations for the year ending September 30, 1996 include
     the results from the following acquisitions. On May 28, 1996, BWAY acquired
     all of the stock of Milton Can Company. On June 17, 1996, BSI acquired
     substantially all of the assets of the Davies Can division of the Van Dorn
     Company.

(4)  During the fourth quarter of fiscal 1996, the Company recorded a
     restructuring and impairment charge related to the write-off of fixed
     assets due to the consolidation of manufacturing processes related to the
     fiscal 1996 acquisitions. See Note 13 of the Notes to Consolidated
     Financial Statements set forth in Item 8.

(5)  During the third quarter of fiscal 1998, the Company recorded a
     restructuring and impairment charge related to the closure of three plants,
     the elimination of an internal transportation department and the write-off
     of equipment at several operating locations which were impaired due
     primarily to changes in manufacturing processes. See Note 13 of the Notes
     to Consolidated Financial Statements set forth in Item 8.

(6)  The Company was party to a management agreement (the "Management
     Agreement") with AB Leasing and Management, Inc. ("AB Leasing") whereby the
     Company paid to AB Leasing an annual fee (the "AB Leasing Fee") based upon
     a formula, plus reimbursement for expenses. The Company and AB Leasing
     terminated the Management Agreement upon the consummation of the Initial
     Public Offering. Pursuant to the termination agreement the Company issued
     199,500 shares of Common Stock to AB Leasing prior to the effectiveness of
     the Initial Public Offering. The Company recorded a non-recurring, non-
     cash, pre-tax charge to operations of $1,995,000 in connection therewith in
     the period in which such shares were issued.

(7)  The Company recorded an extraordinary loss related to the prepayment of the
     $50 million principal amount of 8.35% Senior Secured Notes during the third
     quarter of fiscal 1996.

(8)  Effective October 1, 1993, the Company changed its method of accounting for
     post employment benefits as a result of adopting Statement of Financial
     Accounting Standards No. 112 which resulted in a one-time non-cash charge
     of $213,000 and had no material subsequent impact on income from
     operations.

                                       12
<PAGE>
 
(9)  On November 20, 1997 the FASB's Emerging Issues Task Force (EITF) issued a
     consensus on the accounting treatment of certain information systems and
     process reengineering costs. The Company is involved in a business
     information systems and process reengineering project that is subject to
     this pronouncement. Based on the EITF consensus, $2.0 million of the
     previously capitalized costs associated with this project were expensed in
     the first fiscal quarter of 1998, as a change in accounting. A one-time
     charge of $1.2 million after tax or $0.12 per diluted share for the
     cumulative effect of this new accounting interpretation for business
     information systems and process reengineering activities reduced year-to-
     date net earnings.

Item 7.  Management's Discussion and Analysis of Financial Condition and Results
         -----------------------------------------------------------------------
         of Operations
         -------------

     The following discussion should be read in conjunction with the Company's
consolidated financial statements and related notes thereto included elsewhere
in Item 8 of this report.

General

     Industry

     The Company currently derives substantially all of its revenues from the
sale of steel containers manufactured at the Company's plants and related
material center services. The packaging market in which the Company competes is
generally mature and stable. On average, domestic industry growth rates have
historically followed US GDP growth rates. Management believes that companies
that have managed sustained growth in these markets above the GDP level have
typically accomplished this growth primarily through acquisitions. Industry
consolidation has occurred during recent years.

     Sales Growth

     The Company's net sales have grown from approximately $224.7 million in
fiscal 1994 to approximately $401.1 million in fiscal 1998, primarily as a
result of acquisitions during this period and, to a lesser extent, market
penetration in key existing product segments and new product development. The
acquisitions have strengthened and expanded the Company's position in key
product and geographic markets and, through consolidation, have enabled the
Company to achieve operating synergies.

     Raw Materials

     The largest component of cost of sales is tinplate steel, which is
currently supplied by large, national manufacturers and, to a lesser extent,
foreign manufacturers. Tinplate prices have historically been negotiated once
per year, with changes effective January 1, and have typically remained stable
for the subsequent one year period. The Company is working with other companies
to lower the overall cost of its steel purchases. Tinplate consumers typically
negotiate late in the year for the next calendar year on terms of volumes and
price. Terms agreed to have historically held through the following year, but
there is no assurance that this practice will remain unchanged in the future.

     Steel prices have historically been adjusted as of January 1 of a calendar
year. However, this year domestic tinplate and blackplate steel producers have
not yet announced price increases. The Company has historically arranged for raw
material price increases which are lower than those publicly announced by its
suppliers, although there can be no assurances that this practice will continue.

                                       13
<PAGE>
 
     Gross Profit Margins

     Continuous advances in manufacturing productivity and cost reduction have
been critical to the industry and the Company's ability to improve gross profit
margins. The BSNJ Acquisition and the BSO Acquisition late in the third quarter
of fiscal 1996, and the MCC Acquisition early in the first quarter of fiscal
1997 increased the Company's sales by approximately 60%. These sales levels
effectively remained constant during fiscal 1998. Historically, the sales of
acquired businesses provided lower gross margins than those reported by the
Company. The Company's objective is to improve margins by maximizing synergies
through employment of the Company's 3R strategic initiative to Rationalize,
Reengineer and Recapitalize these acquired businesses. As a result of the lower
margins of the acquired businesses and the effect of rationalization
initiatives, overall margins for the Company began to improve during fiscal 1997
as cost containment initiatives were implemented, and further improved during
fiscal 1998 through continued cost control.

Results of Operations

Year ended September 30, 1998 (fiscal 1998) compared to year ended September 30,
1997 (fiscal 1997).

     Net Sales.  Net sales for fiscal 1998 were $401.1 million, a decrease of
$1.1 million or 0.3% from $402.2 million in fiscal 1997. The Company's sales
were adversely affected during fiscal 1998 by a generally weaker paint and
related products season.

     Cost of Products Sold. Cost of products sold (excluding depreciation and
amortization) in fiscal 1998 was $336.6 million, a decrease of $4.8 million, or
1.4%, from $341.4 million in fiscal 1997. The decrease is primarily attributable
to lower unit volume combined with lower operating costs. Cost of products sold
as a percent of net sales decreased to 83.9% in fiscal 1998 from 84.9% in fiscal
1997. The decrease is primarily attributable to the implementation of the
Company's 3R strategic initiative to Rationalize, Reengineer and Recapitalize
its operations to lower operating costs and improve margins, and from a more
favorable pricing environment. Although certain employee termination costs in
connection with plant rationalizations, administrative workforce reductions, and
other plant exit costs associated with acquisitions were accrued for through
purchase accounting adjustments, the Company incurred during fiscal 1997 and
fiscal 1998 other non-recurring costs which, in accordance with current
accounting pronouncements, were charged against operating income.

     Restructuring and Impairment Charge.  In June 1998, the Company recorded a
restructuring and impairment charge related to the closure of three plants, the
elimination of an internal transportation department and the write-off of
equipment at several operating locations which were impaired due primarily to
changes in manufacturing processes. The 1998 restructuring and impairment charge
totaled $11.5 million and consisted of the following: $7.8 million related to
the closure of the plants and transportation department and $3.7 million related
to other asset impairments. The $7.8 million related to the plant and
transportation department closures includes $2.1 million for severance costs,
$2.2 million for other facility closure costs and $3.5 million for asset
impairments related to the plant shut-downs. In connection with the closure of
the plants in 1998, the Company is holding $5.4 million of real property for
sale. This property includes $0.8 million of land and $4.6 million of buildings.

     Income before Income Taxes and Extraordinary Item.  Income before income
taxes and extraordinary items for fiscal 1998 was $5.5 million, a decrease of
$16.8 million, or 75%, from $22.3 million in fiscal 1997, due primarily to the
Company recording a restructuring charge of $11.5 million (before taxes).
Depreciation and amortization increased from $13.0 million in fiscal 1997 to
$13.5 million in fiscal 1998 as a result of increased capital spending related
to the Company's cost reduction, productivity improvement, and growth
initiatives. Selling and administrative expense of $19.7 million for fiscal 1997
increased $3.1 million in fiscal 1998, primarily due to building corporate
infrastructure to support acquisitions and continued execution of growth plans.
Interest expense, net, increased to $13.0 million in fiscal 1998 from $10.6
million in fiscal 1997 due to interest on borrowings for ongoing working capital
and a higher effective interest rate associated with the Company's issuance in
the third quarter of fiscal 1997 of $100 million of unsecured senior
subordinated notes (see Liquidity and Capital Resources).

     Net Income.  Net Income for fiscal 1998 was $1.5 million, a decrease of
$11.6 million from fiscal 1997. The decline resulted from the factors mentioned
above.

                                       14
<PAGE>
 
Year ended September 30, 1997 (fiscal 1997) compared to year ended September 30,
1996 (fiscal 1996).

     Net Sales.  Net sales for fiscal 1997 were $402.2 million, an increase of
$119.1 million or 42.0% from $283.1 million in fiscal 1996. The increase
resulted from the BSNJ Acquisition and the BSO Acquisition late in the third
quarter of fiscal 1996, and the MCC Acquisition early in the first quarter of
fiscal 1997.

     Cost of Products Sold.  Cost of products sold (excluding depreciation and
amortization) in fiscal 1997 was $341.4 million, an increase of $104.7 million,
or 44.2%, from $236.7 million in fiscal 1996. The increase is primarily
attributable to increased sales from, and the higher cost of products sold
(excluding depreciation and amortization), of the Recent Acquisitions. Cost of
products sold as a percent of sales increased to 84.9% in fiscal 1997 from 83.6%
in fiscal 1996. The increase is primarily attributable to the Recent
Acquisitions where cost of products sold as a percent of sales was historically
higher than that of the Company's previously owned facilities, and to costs
associated with the Company's 3R strategic initiative to Rationalize, Reengineer
and Recapitalize the Recent Acquisitions. Although certain employee termination
costs in connection with plant rationalizations, administrative workforce
reductions, and other plant exit costs associated with the Recent Acquisitions
have been accrued for through purchase accounting adjustments, the Company
incurred during the fourth quarter of fiscal 1996, and during fiscal 1997, other
non-recurring costs which, in accordance with current accounting pronouncements,
were charged against operating income. Cost of products sold (excluding
depreciation and amortization) for fiscal 1997 was also adversely affected by an
approximately thirty day strike at MCC's Cincinnati, Ohio facility.

     Income before Income Taxes and Extraordinary Item.  Income before income
taxes and extraordinary items for fiscal 1997 was $22.3 million, an increase of
$15.3 million, or 219.8%, from $7.0 million in fiscal 1996, when the Company
recorded a non-cash restructuring charge of $12.9 million (before taxes). Fiscal
1997 income before income taxes and extraordinary items increased by $2.4
million over fiscal 1996, excluding the effect of the restructuring charge. This
increase resulted primarily from contributions from the Recent Acquisitions,
cost savings realized to date from rationalization initiatives, and productivity
and cost reductions resulting from capital spending initiatives, and the gain
recorded by the Company from curtailment of the post retirement benefits which
resulted from the elimination of post retirement health care costs for certain
employees at the Cincinnati facility. Partially offsetting these improvements
were period costs associated with rationalization initiatives, higher selling
and administration expenses, and higher interest expense. Depreciation and
amortization increased from $7.4 million in fiscal 1996 to $13.0 million in
fiscal 1997 due to the Recent Acquisitions and as a result of capital spending
related to the Company's cost reduction, productivity improvement, and growth
initiatives. Selling and administrative expense of $19.7 million for fiscal 1997
increased from $14.6 million in fiscal 1996, primarily due to the Recent
Acquisitions and building corporate infrastructure to support the Recent
Acquisitions and continue its growth plans. Interest expense, net, increased to
$10.6 million in fiscal 1997 from $4.9 million in fiscal 1996 due to interest on
borrowings to finance the Recent Acquisitions, and due to a higher interest rate
associated with the Company's issuance in the third quarter of fiscal 1997 of
$100 million of unsecured senior subordinated notes (see Liquidity and Capital
Resources).

     Net Income.  Net Income for fiscal 1997 was $13.1 million, an increase of
$11.9 million from fiscal 1996. The improvement results from the factors
mentioned above.

                                       15
<PAGE>
 
Seasonality

     Sales of certain of the Company's products are to some extent seasonal,
with sales levels generally higher in the second half of the Company's fiscal
year. Overall net sales were affected during fiscal 1998 by a generally weaker
paint and related products season.

Liquidity and Capital Resources

     During the third quarter of fiscal 1996, the Company repaid its existing
debt and established its new five year Credit Agreement. The Company amended the
credit agreement in October 1997, which provided the Company with lower interest
rate margins and greater flexibility with regard to investments in acquisitions,
joint ventures and other subsidiaries and extended the expiration of the Credit
Agreement one year to June 17, 2002. As of September 27, 1998, the Company was
not in compliance with one of the financial covenants (interest coverage ratio)
of its Credit Agreement. On November 2, 1998 the Company and its lenders
executed another amendment to the Credit Agreement which modified certain
restrictive financial covenants and provided greater flexibility with respect to
certain investments in joint ventures. Additionally, the Company exercised its
option to increase the available borrowing limit to $125 million. As part of the
November 2, 1998 amendment, the lenders waived the Company's financial covenant
violation (interest coverage ratio) for the quarter ended September 27, 1998.
The Credit Agreement currently provides that the Company and its subsidiaries
can borrow up to $125 million, and gives the Company an option to increase its
borrowing limit by an additional $25 million, provided certain conditions are
met. Interest rates under the Credit Agreement are based on rate margins ("Rate
Margin") for either the prime rate as announced by NationsBank, N.A. from time
to time or LIBOR, at the option of the Company. The applicable rate margin is
determined on a quarterly basis by a review of the Company's leverage ratio.
Loans under the Credit Agreement are unsecured and can be repaid at the option
of the Company without premium or penalty. The Credit Agreement is subject to
certain restrictive covenants, including financial covenants which require the
Company to maintain a certain minimum level of net worth and certain leverage
ratios. In addition, the Company is restricted in its ability to pay dividends
and make other restricted payments. Funds provided under the Credit Agreement
were used to repay the Company's $50 million of 8.35% senior notes due 2001,
repay the Company's existing revolving credit facility, finance acquisitions and
meet operating needs. The Company incurred a $2.5 million, after tax, one-time
extraordinary charge associated with this debt restructuring in fiscal 1996.

     During the third quarter of fiscal 1997, the Company issued $100 million of
10 1/4% Senior Subordinated Notes due 2007. The notes have an interest rate of
10 1/4%, payable semi-annually on April 15 and October 15. Net proceeds of
approximately $96 million from the issuance of the notes were used to reduce
borrowings on the Company's Credit Agreement. The Company completed the
registration of its 10 1/4% Senior Subordinated Notes due 2007, Series B under
the Securities Act in February 1998 and consummated its offer to exchange these
Series B notes for all outstanding Series A notes in March 1998. Pursuant to the
terms of a registration rights agreement the Company executed in connection with
the original offering of the notes, the Company paid additional interest of $0.2
million due to delays in the registration process.

     During fiscal 1998, net cash provided by operating activities was $25.6
million which was comprised primarily of income from operations ($1.5 million),
depreciation and amortization ($13.5 million), and a restructuring and
impairment charge ($11.5 million). Changes in assets and liabilities reduced net
cash provided by operating activities by $1.9 million.

     During fiscal 1997, net cash provided by operating activities was $45.1
million which was comprised primarily of income from operations ($13.1 million),
depreciation and amortization ($13.0 million), deferred income taxes ($3.0
million), and working capital excluding working capital acquired from the MCC
Acquisition ($19.8 million). The decrease in working capital was primarily
attributable to the increase in accounts payable ($13.5 million), income taxes
($2.9 million) and the reduction in accounts receivable ($3.0 million). Net cash
provided from operating activities was reduced by a non-cash gain on curtailment
of retirement benefits of $5.8 million.

     During fiscal 1998, the Company used $32.9 million for investing
activities. The Company made $33.8 million of capital expenditures primarily for
equipment to improve manufacturing processes, new coating and lithography
equipment to support growth, and hardware and software to address the Year 2000
issue and improve administrative and manufacturing systems.

                                       16
<PAGE>
 
     During fiscal 1997, the Company used $64.3 million for investing activities
for the MCC Acquisition ($41.6 million) and capital expenditures ($23.0
million). Capital expenditures were primarily for equipment to improve
manufacturing processes and hardware and software to address the Year 2000 issue
and improve administrative and manufacturing systems.

     During fiscal 1998, net cash provided by financing activities was $8.2
million. Net borrowings under the Company's Credit Agreement were $8.1 million.
The Company purchased $11.1 million of treasury stock during fiscal 1998, and
issued $1.0 million of treasury stock for options exercised. Additionally,
unpresented bank drafts increased $11.6 million.

     During fiscal 1997, net cash provided by financing activities was $18.7
million. As described above, the Company refinanced its outstanding debt by
issuing $100 million of unsecured senior subordinated notes. Financing costs
incurred to obtain the notes was $4.0 million. Net repayments under the bank
revolving credit agreement, including the proceeds from the notes, were $80.3
million. Additionally, unpresented bank drafts increased $4.2 million.
 
     Cash and cash equivalents were $1.4 million at the beginning of fiscal
1998, and were $2.3 million at the end of fiscal 1998.

     Cash and cash equivalents were $1.9 million at the beginning of fiscal
1997, and were $1.4 million at the end of fiscal 1997.

     At September 27, 1998, the Company was restricted in its ability to pay
dividends and make other restricted payments in an amount greater than
approximately $8.4 million. The Company's subsidiaries are restricted in their
ability to transfer funds to the Company, except for funds to be used to effect
approved acquisitions, pay dividends in specified amounts, reimburse the Company
for operating and other expenditures made on behalf of the subsidiaries and
repay permitted intercompany indebtedness.

     Management believes that cash provided from operations, borrowings
available under the Credit Agreement, and borrowings under the Indenture will
provide it with sufficient liquidity to meet its operating needs and continue
the Company's capital expenditure initiatives for the next twelve months. The
Company continues to pursue acquisition opportunities in the North American
container industry and in connection therewith may incur additional
indebtedness, to finance such acquisitions.

Impact of the Year 2000 Issue

     The Year 2000 issue is the result of potential problems with computer
systems or any equipment with computer chips that use dates where the date has
been stored as just two digits (e.g. 98 for 1998). On January 1, 2000, any clock
or date-recording mechanism that utilize date sensitive software using only two
digits to represent the year may recognize a date using 00 as the year 1900
rather than the year 2000. This could result in a system failure or
miscalculations causing significant disruption of operations, including among
other things a temporary inability to process transactions, send invoices, or
engage in similar activities. The Year 2000 issue can arise at any point in the
Company's supply, manufacturing, processing, distribution and financial chains.
Any disruptions in the above stated chains of the Company could have a material
adverse affect on the Company's financial condition and results of operations.

     The Company determined that it would be required to replace or modify
significant portions of its business application software so that its computer
systems would properly utilize dates beyond December 31, 1999. The Company
presently believes that with conversions to new systems and modifications to
existing software the Year 2000 Issue can be mitigated with regard to the 
Company's material internal business application software. However, if such
modifications and conversions are not made, or are not timely, the Year 2000
Issue could have a material adverse impact on the operations of the Company.

     During 1998, the Company initiated the implementation of Enterprise
Resource Planning (ERP) software to replace the Company's core business
applications which support sales and customer service, manufacturing,
distribution, and finance and accounting. The ERP software was selected to add
functionality and efficiency in the business processes of the Company in the
normal course of upgrading its systems to address its business needs. In
addition, the Company established a Year 2000 Steering Committee in May 1998 to
analyze and assess the remainder of its business not addressed by the ERP
software. The Steering Committee has executive officers of the Company as its
members. The Steering Committee is responsible for the formulation of the
Company's Year 2000 project.

                                       17
<PAGE>
 
     The scope of the Steering Committee's responsibilities covers all material 
computer systems, computer and network hardware, production process controllers,
office equipment, access control, maintenance machinery, telephone systems,
products it sells, critical vendors and customers.
 
     The Company has initiated formal communications with all of its significant
suppliers and large customers to determine the extent to which the Company is
vulnerable to those third parties failure to remediate their own Year 2000
Issues. The Company can give no guarantee that the systems of other companies on
which the Company's systems rely will be converted on time or that a failure to
convert by another company or a conversion that is incompatible with the
Company's systems, would not have a material adverse effect on the Company.

     The Company is currently utilizing, and will continue to utilize internal 
and external resources to implement, reprogram, or replace and test software and
related assets affected by the Year 2000 Issue. The Company expects to complete
the majority of its efforts in this area by mid-year 1999 leaving adequate time
to assess and correct any significant issues that may materialize. As of fiscal
1998 year end, the Company has incurred $15.1 million for ERP System upgrades
and replacements related to the year 2000 project. The total remaining cost of
the ERP system and the Year 2000 project is estimated at $5 -8 million and is
being funded through operating cash flows. Of the total project cost,
approximately $20 - 25 million is attributable to the purchase and
implementation of the new hardware and software which will be capitalized. The
remainder will be expensed as incurred over the next two years and is not
expected to have a material effect on the results of operations during any
quarterly or annual reporting period.

     The Company's Year 2000 Steering Committee is developing contingency plans 
intended to mitigate the possible disruptions that may result from the Year 2000
issue. The Company's contingency plan may include the use of alternative 
suppliers, stock piling of raw materials, increased inventory levels and other 
appropriate measures. The contingency plans and the related cost estimates will 
be revised as additional information becomes available. The Company intends to 
complete the majority of its contingency planning by mid-year 1999.

     The Company believes that the most reasonable and likely worst-case 
scenario for the Company with respect to the Year 2000 issue is the failure of a
critical vendor, including but not limited to a utility or steel supplier, to 
provide required goods and/or services after December 31, 1999. Such a failure 
could result in temporary production outages and lost sales and profits. The 
Company believes that because of the geographic dispersion of its operations, it
is unlikely an isolated third-party failure would have a material adverse effect
on the Company's results of operations, financial condition, or cash flow. The 
Company also believes that the formulation of its contingency plans should 
provide reasonable measures to reduce the severity and length of any possible
disruptions and losses. However, because the Company's Year 2000 issue
compliance is dependent upon key third party readiness, there can be no
assurance that the Company's Year 2000 compliance efforts will preclude a Year
2000 issue or a series of issues outside its direct control from adversely
affecting its results from operations, financial condition, or cash flow. In
addition, although not anticipated, any failure by the Company to correct
critical internal computer systems before Year 2000 could also have such an
adverse effect.

     The discussion of the Company's efforts, and management's expectations and 
estimates, concerning the Year 2000 issue contain forward-looking statements. 
The costs of the project and the timetable in which the Company plans to 
complete the Year 2000 compliance requirements are based on management's 
estimates, which were derived utilizing numerous assumptions of future events 
including the continued availability of certain resources, third party 
modification plans and other factors. However, there can be no guarantee that 
these estimates will be achieved and actual results could differ materially from
these plans. In addition, there can be no assurances that there will be no 
adverse impact on the Company's relationships with its customers, vendors, or 
other persons internal to the Company's operations. Specific factors that might 
cause such material differences include, but are not limited to, unanticipated 
problems identified in the ongoing Year 2000 issue compliance review, costs for 
contingency plans, the availability and cost of internal and external resources 
to implement, reprogram, and replace and test the Company's software and other 
Year 2000 issue sensitive assets, the ability to locate and correct all relevant
computer codes, and similar uncertainties.

                                       18
<PAGE>
 
ENVIRONMENTAL MATTERS

     For information regarding environmental matters, see Item 1. "Business -
Environmental, Health and Safety Matters."
 
EFFECT OF INFLATION

     Historically, the Company has generally been able to recover increased
costs of raw materials through price increases for the Company's products,
although there can be no assurances that this practice will continue. This
ability, together with cost reductions achieved through line rationalization and
productivity improvements, has mitigated the impact of inflation on the
Company's results of operations. Management currently believes that inflation
will not have a material adverse impact on the Company.

RECENT ACCOUNTING PRONOUNCEMENTS

     The Company adopted Statement of Financial Accounting Standards, ("SFAS")
No. 123, "Accounting for Stock-Based Compensation," as of September 28, 1997. As
permitted under the statement, the Company has continued to account for stock-
based compensation under the intrinsic value method prescribed in Accounting
Principles Board Opinion 25, "Accounting for Stock Issued to Employees."
Compensation cost for employees' and directors' stock options is measured as the
excess, if any, of the quoted market price of the Company's stock at the date of
grant over the exercise price amount an employee or director must pay to acquire
the stock.

     The Company adopted SFAS No. 128, "Earnings Per Share" during the year
ended September 27, 1998. This statement requires companies to present basic
earnings per share ("EPS") and diluted earnings per share instead of primary and
fully diluted EPS as was previously required. EPS for all prior periods
presented have been restated as required by the new accounting standard.

     The Company adopted SFAS No. 121, "Accounting for the Impairment of Long-
Lived Assets and for Long-Lived Assets To Be Disposed Of," as of September 29,
1996. In accordance with SFAS 121, the Company reviews for impairment, on a
quarterly basis, long-lived assets and certain identifiable intangibles whenever
events or changes in circumstances indicate that the carrying amount of any
asset may not be reasonable based on estimates of future undiscounted cash
flows. In the event of an impairment, the asset is written down to its fair
market value. Impairment of goodwill and write-down, if any, is measured based
on estimates of future undiscounted cash flows. Assets to be disposed of are
recorded at the lower of net book value or fair market value less cost to sell
at the date management commits to a plan of disposal and are classified as
Assets Held for Sale on the Consolidated Balance Sheet.

     In June 1997, the FASB issued SFAS No. 131, "Disclosures about Segments of
an Enterprise and Related Information". This statement, effective for financial
statements for periods beginning after December 15, 1997, requires public
companies to report financial and descriptive information about their reportable
operating segments. Generally, financial information is required on the basis
that it is used internally for evaluating segment performance and deciding how
to allocate resources to segments. The Company is evaluating its internal
reporting and organization structure to determine future business segment
reporting.

NOTE:  THIS DOCUMENT CONTAINS FORWARD-LOOKING STATEMENTS AS ENCOURAGED BY THE
PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. ALL STATEMENTS CONTAINED IN
THIS DOCUMENT, OTHER THAN HISTORICAL INFORMATION, ARE FORWARD-LOOKING
STATEMENTS. THESE STATEMENTS REPRESENT MANAGEMENT'S CURRENT JUDGEMENT ON WHAT
THE FUTURE HOLDS. A VARIETY OF FACTORS COULD CAUSE BUSINESS CONDITIONS AND THE
COMPANY'S ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE EXPECTED BY THE COMPANY
OR EXPRESSED IN THE COMPANY'S FORWARD-LOOKING STATEMENTS. THESE FACTORS INCLUDE
WITHOUT LIMITATION, THE COMPANY'S ABILITY TO SUCCESSFULLY INTEGRATE ACQUIRED
BUSINESSES AND IMPLEMENT ITS 3R STRATEGIC INITIATIVES; LABOR UNREST; CHANGES IN
MARKET PRICE OR MARKET DEMAND; CHANGES IN RAW MATERIAL COSTS OR AVAILABILITY;
LOSS OF BUSINESS FROM CUSTOMERS; UNANTICIPATED EXPENSES; CHANGES IN FINANCIAL
MARKETS; POTENTIAL EQUIPMENT MALFUNCTIONS; THE COMPANY'S ABILITY TO IDENTIFY AND
REMEDY YEAR 2000 ISSUES; THE TIMING AND COSTS OF PLANT START-UP AND CLOSURES AND
THE OTHER FACTORS DISCUSSED IN THE COMPANY'S FILINGS WITH THE SECURITIES AND
EXCHANGE COMMISSION.

                                       19
<PAGE>
 
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
         ----------------------------------------------------------

     The Company's Credit Agreement permits the Company to borrow up to $150
million provided certain conditions and restrictive financial covenants are met.
Borrowings under the Credit Agreement bear interest at either the prime rate or
LIBOR plus 1.125% at the option of the Company. At September 27, 1998, the
Company has borrowings under the Credit Agreement of $21.6 million that were
subject to interest rate risk. Each 1.0% increase in interest rates would impact
pretax earnings by $0.2 million.

Item 8.  Financial Statements and Supplementary Data
         -------------------------------------------

     See the attached Consolidated Financial Statements (pages F-1 through
F-27).

Item 9.  Changes in and Disagreements With Accountants on Accounting and
         ---------------------------------------------------------------
         Financial Disclosure
         --------------------

     Inapplicable.


                                   PART III
                                        
Item 10. Directors and Executive Officers
         --------------------------------

     Incorporated by reference to the Company's 1998 Proxy Statement to be filed
with the Commission.

Item 11. Executive Compensation
         ----------------------

     Incorporated by reference to the Company's 1998 Proxy Statement to be filed
with the Commission.

Item 12. Security Ownership of Certain Beneficial Owners and Management
         --------------------------------------------------------------

     Incorporated by reference to the Company's 1998 Proxy Statement to be filed
with the Commission.

Item 13. Certain Relationships and Related Transactions
         ----------------------------------------------

     Incorporated by reference to the Company's 1998 Proxy Statement to be filed
with the Commission.

                                       20
<PAGE>
 
                                    PART IV
                                        
Item 14.  Exhibits, Financial Statement Schedules, and Reports on Form 8-K
          ----------------------------------------------------------------

     The following documents are filed as a part of this report:

        (a)  (1)  The Consolidated Financial Statements included in Item 8
                  hereof and set forth on pages F-1 through F-27.
             (2)  The Financial Statement Schedules listed in the Index to the
                  Financial Statement Schedules.
             (3)  The exhibits listed in the Index to Exhibits.

        (b)  Reports on Form 8-K.

     The Company did not file any Reports on Form 8-K during the fourth quarter
of fiscal 1998.

                                       21
<PAGE>
 
                                  SIGNATURES

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

                                        BWAY CORPORATION


                                        By:      /s/  Warren J. Hayford
                                            ------------------------------------
                                                      Warren J. Hayford
                                                  Chairman of the Board and 
                                                   Chief Executive Officer

                                        Date:         December 22, 1998
                                              ----------------------------------


Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant in
the capacities indicated on December 22, 1998.

Signatures                              Title
----------                              -----

/s/ Warren J. Hayford                   Chairman of the Board, Chief Executive
------------------------------------     Officer and Director                   
         Warren J. Hayford              

/s/ John T. Stirrup                     President, Chief Operating Officer and
------------------------------------     Director (Principal Executive Officer) 
          John T. Stirrup               

/s/ James W. Milton                     Executive Vice President and Director
------------------------------------
          James W. Milton               

/s/ John M. Casey                       Executive Vice President and Chief    
------------------------------------     Financial Officer (Principal Financial 
           John M. Casey                 Officer)
                               
/s/ Kevin C. Kern                       Vice President and Corporate Controller
------------------------------------     (Principal Accounting Officer)         
           Kevin C. Kern                

/s/ Thomas A. Donahoe                   Director 
------------------------------------
         Thomas A. Donahoe

/s/ Alexander P. Dyer                   Director 
------------------------------------
         Alexander P. Dyer

/s/ Jean-Pierre Ergas                   Director 
------------------------------------
         Jean-Pierre Ergas

/s/ John E. Jones                       Director 
------------------------------------
           John E. Jones

/s/ John W. Puth                        Director
------------------------------------
            John W. Puth

                                       22
<PAGE>
 
INDEPENDENT AUDITORS' REPORT

Board of Directors of BWAY Corporation:

We have audited the accompanying consolidated balance sheets of BWAY Corporation
and subsidiaries (the "Company") as of September 27, 1998 and September 28,
1997 and the related consolidated statements of operations, stockholders'
equity, and cash flows for each of the three years in the period ended September
27, 1998.  Our audits also included the financial statement schedules listed in
the Index to the financial statements.  These financial statements and financial
statement schedules are the responsibility of the Company's management.  Our
responsibility is to express an opinion on these financial statements and
financial statement schedules based on our audits.

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

In our opinion, such consolidated financial statements present fairly, in all
material respects, the financial position of the Company as of September 27,
1998 and September 28, 1997 and the results of its operations and its cash flows
for each of the three years in the period ended September 27, 1998 in conformity
with generally accepted accounting principles.  Also, in our opinion, such
financial statement schedules, when considered in relation to the basic
consolidated financial statements taken as a whole, present fairly in all
material respects, the information set forth therein.

Deloitte & Touche LLP

Atlanta, Georgia
November 12, 1998

                                      F-1
<PAGE>
 
BWAY CORPORATION AND SUBSIDIARIES
 
CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
--------------------------------------------------------------------------------

<TABLE> 
<CAPTION> 
                                                    September 27,  September 28,
ASSETS                                                  1998           1997
<S>                                                 <C>            <C>
CURRENT ASSETS:                                                    
  Cash and cash equivalents                           $  2,303       $  1,374
  Accounts receivable, net of allowance for                        
    doubtful accounts of $533 and $580                  35,574         41,806
  Inventories                                           39,723         46,615
  Current income taxes receivable                        2,387     
  Deferred tax asset                                     4,251          5,111
  Assets held for sale                                   5,377     
  Other current assets                                   1,712          2,150
                                                      --------       --------
      Total current assets                              91,327         97,056
                                                                   
PROPERTY, PLANT, AND EQUIPMENT - Net                   133,960        123,617
                                                                   
OTHER ASSETS:                                                      
  Goodwill, net of accumulated amortization                        
    of $7,514 and $5,464                                70,234         73,652
  Intangible assets, net                                12,045         13,580
  Deferred financing costs, net of accumulated                     
    amortization of $1,247 and $541                      4,298          4,844
  Other assets                                           1,847          3,628
                                                      --------       --------
      Total other assets                                88,424         95,704
                                                      --------       --------
                                                      $313,711       $316,377
                                                      ========       ========
</TABLE> 

See notes to consolidated financial statements.

                                      F-2
<PAGE>
 
BWAY CORPORATION AND SUBSIDIARIES
 
CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
--------------------------------------------------------------------------------

<TABLE> 
<CAPTION>  
                                                   September 27,   September 28,
LIABILITIES AND STOCKHOLDERS' EQUITY                   1998            1997
<S>                                                <C>             <C>
CURRENT LIABILITIES:                                               
  Accounts payable                                   $ 57,095        $ 57,443
  Accrued salaries and wages                            9,740           8,949
  Accrued income taxes                                                  1,338
  Other current liabilities                            17,124          16,265
  Accrued rebates                                       5,959           5,020
  Current maturities of long-term debt                    672           1,151
                                                     --------        --------
      Total current liabilities                        90,590          90,166
                                                                   
LONG-TERM DEBT                                        121,600         114,381
                                                                   
LONG-TERM LIABILITIES:                                             
  Deferred income taxes                                15,118          14,969
  Other                                                 9,215          11,395
                                                     --------        --------
        Total long-term liabilities                    24,333          26,364
                                                                   
COMMITMENTS AND CONTINGENCIES                                      
                                                                   
STOCKHOLDERS' EQUITY:                                              
  Preferred stock, $.01 par value, authorized                      
    5,000,000 shares                                               
  Common stock, $.01  par value; authorized                        
    24,000,000 shares, issued 9,851,002                    99              99
  Additional paid-in capital                           37,395          37,629
  Retained earnings                                    50,192          48,673
                                                     --------        --------
                                                       87,686          86,401
  Less treasury stock, at cost, 490,384 and                        
    51,790 shares                                      10,498             935
                                                     --------        --------
      Total stockholders' equity                       77,188          85,466
                                                     --------        --------
                                                     $313,711        $316,377
                                                     ========        ========
</TABLE> 
 
See notes to consolidated financial statements.

                                      F-3
<PAGE>
 
BWAY CORPORATION AND SUBSIDIARIES
 
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
--------------------------------------------------------------------------------
 
<TABLE> 
<CAPTION> 
                                                                                     Year Ended
                                                                    ---------------------------------------------
                                                                   September 27,   September 28,   September 29,
                                                                       1998            1997            1996
                                                                                                  
<S>                                                                 <C>             <C>             <C>
NET SALES                                                           $  401,089       $  402,150       $  283,105 
                                                                                                                
COSTS, EXPENSES, AND OTHER:                                                                                     
  Cost of products sold (excluding depreciation and amortization)      336,588          341,406          236,741 
  Depreciation and amortization                                         13,465           13,024            7,425 
  Selling and administrative expense                                    22,748           19,651           14,589 
  Restructuring and impairment charge                                   11,532                            12,860 
  Interest expense, net                                                 13,021           10,649            4,872 
  Gain on curtailment of postretirement benefits                        (1,861)          (5,828)                 
  Other, net                                                               127              998             (340)
                                                                    ----------       ----------       ----------
      Total costs, expenses, and other                                 395,620          379,900          276,147
                                                                    ----------       ----------       ----------
INCOME BEFORE INCOME TAXES                                                                              
  EXTRAORDINARY ITEM AND CUMULATIVE EFFECT                                                              
  OF CHANGE IN ACCOUNTING                                                5,469           22,250            6,958
                                                                                                        
PROVISION FOR INCOME TAXES                                               2,789            9,146            3,239
                                                                    ----------       ----------       ----------
INCOME BEFORE EXTRAORDINARY ITEM AND                                                                    
  CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING                              2,680           13,104            3,719
                                                                                                        
EXTRAORDINARY LOSS RESULTING FROM THE                                                                   
  EXTINGUISHMENT OF DEBT - Net of related tax benefit                                                   
  of $1,683                                                                                               (2,535)
                                                                    ----------       ----------       ----------
INCOME BEFORE CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING                  2,680           13,104            1,184
                                                                                                        
CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING                                                               
  FOR SYSTEMS DEVELOPMENT COSTS - Net of related tax                                                    
  benefit of $823                                                       (1,161)                         
                                                                    ----------       ----------       ----------
NET INCOME                                                          $    1,519       $   13,104       $    1,184
                                                                    ==========       ==========       ==========
BASIC EARNINGS PER COMMON SHARE:                                                                        
  Income before extraordinary item and accounting change            $     0.28       $     1.33       $     0.40
  Extraordinary item                                                                                       (0.27)
  Cumulative effect of change in accounting                              (0.12)                         
                                                                    ----------       ----------       ----------
        Net income                                                  $     0.16       $     1.33       $     0.13
                                                                    ==========       ==========       ==========
DILUTED EARNINGS PER COMMON SHARE:                                                                      
  Income before extraordinary item and accounting change            $     0.27       $     1.31       $     0.40
  Extraordinary item                                                                                       (0.27)
  Cumulative effect of change in accounting                              (0.12)                         
                                                                    ----------       ----------       ----------
        Net income                                                  $     0.15       $     1.31       $     0.13
                                                                    ==========       ==========       ==========
WEIGHTED AVERAGE BASIC COMMON SHARES OUTSTANDING                     9,527,120        9,817,323        9,372,616
                                                                    ==========       ==========       ==========
WEIGHTED AVERAGE DILUTED COMMON SHARES OUTSTANDING                   9,958,537        9,982,574        9,407,151
                                                                    ==========       ==========       ==========
</TABLE> 
 
See notes to consolidated financial statements.

                                      F-4
<PAGE>
 
BWAY CORPORATION AND SUBSIDIARIES
 
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(In thousands)
--------------------------------------------------------------------------------
 
<TABLE> 
<CAPTION>  
                                                           Number of Shares                                
                                                          ------------------            Additional 
                                                          Common    Treasury   Common    Paid-In    Retained   Treasury
                                                           Stock     Stock     Stock     Capital    Earnings    Stock       Total
<S>                                                       <C>       <C>        <C>      <C>         <C>        <C>         <C> 
BALANCE - October 1, 1995                                  6,410       (70)     $64      $31,734    $34,385    $   (346)   $ 65,837
  Net income                                                                                          1,184                   1,184
  Issuance of common stock for acquisitions                  155       656        2        5,984                  8,614      14,600
  Issuance of treasury stock under employee                                                                
    savings plan                                                        31                     6                    583         589
  Purchase of treasury stock                                          (650)                                      (9,469)     (9,469)
  Other                                                                                     (112)                              (112)
                                                           -----      ----      ---      -------    -------    --------    --------
BALANCE - September 29, 1996                               6,565       (33)      66       37,612     35,569        (618)     72,629
  Net income                                                                                         13,104                  13,104
  Issuance of common stock for 3-for-2 stock split         3,283       (17)      33          (33)                                 -
  Issuance of treasury stock under employee                                                                
    savings plan                                                        43                                          830         830
  Purchase of treasury stock                                           (45)                                      (1,147)     (1,147)
  Stock options exercised                                      3                              50                                 50
                                                           -----      ----      ---      -------    -------    --------    --------
BALANCE - September 28, 1997                               9,851       (52)      99       37,629     48,673        (935)     85,466
  Net income                                                                                          1,519                   1,519
  Purchase of treasury stock                                          (507)                                     (11,117)    (11,117)
  Issuance of treasury stock for stock options exercised                69                  (505)                 1,554       1,049
  Tax benefit of stock options exercised                                                     271                                271
                                                           -----      ----      ---      -------    -------    --------    --------
BALANCE - September 27, 1998                               9,851      (490)     $99      $37,395    $50,192    $(10,498)   $ 77,188
                                                           =====      ====      ===      =======    =======    ========    ========
</TABLE>                                                
                                                        
See notes to consolidated financial statements.         
                                                        
                                      F-5
<PAGE>
 
BWAY CORPORATION AND SUBSIDIARIES
 
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
--------------------------------------------------------------------------------

<TABLE> 
<CAPTION> 
                                                                                      Year Ended
                                                                     ---------------------------------------------
                                                                     September 27,   September 28,   September 29,
                                                                         1998            1997            1996
<S>                                                                  <C>             <C>             <C>
OPERATING ACTIVITIES:                                                                                
  Net income                                                            $  1,519        $ 13,104        $  1,184
  Adjustments to reconcile net income to net cash provided                                           
    by operating activities:                                                                         
    Depreciation                                                           9,880           8,860           5,656
    Amortization of goodwill and other intangibles                         3,585           4,164           1,769
    Amortization of deferred financing costs                                 706             458             525
    Write-off of deferred loan fees related to debt extinguishment                                         2,466
    Gain on curtailment of postretirement benefits                        (1,861)         (5,828)    
    Cumulative effect of change in accounting principle (net)              1,161                     
    Provision for doubtful accounts                                          (47)            190             188
    Restructuring and impairment charge                                   11,532                          12,860
    Loss (gain) on disposition of property, plant, and equipment             (23)          1,397             (21)
    Deferred income taxes                                                  1,009           2,996          (4,837)
    Changes in assets and liabilities, net of effects of business                                    
     acquisitions:                                                                                   
      Accounts receivable                                                  6,279           2,953           3,271
      Inventories                                                          6,892          (1,088)         (2,962)
      Other assets                                                         2,569           1,268             (54)
      Accounts payable                                                    (9,051)         13,539           3,847
      Accrued liabilities                                                 (5,958)            249           1,628
      Income taxes, net                                                   (2,631)          2,851             131
                                                                        --------        --------        --------
        Net cash provided by operating activities                         25,561          45,113          25,651
                                                                                                     
INVESTING ACTIVITIES:                                                                                
  Acquisitions, net of cash acquired                                         463         (41,619)        (69,697)
  Capital expenditures                                                   (33,826)        (22,961)        (12,671)
  Proceeds from disposition of property, plant, and equipment                484                              21
  Other                                                                                      302     
                                                                        --------        --------        --------
        Net cash used in investing activities                            (32,879)        (64,278)        (82,347)
</TABLE> 
 
                                                                     (Continued)

                                      F-6
<PAGE>
 
BWAY CORPORATION AND SUBSIDIARIES
 
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
--------------------------------------------------------------------------------

<TABLE> 
<CAPTION>  
                                                                                        Year Ended
                                                                       ---------------------------------------------
                                                                       September 27,   September 28,   September 29,
                                                                           1998            1997            1996
<S>                                                                    <C>             <C>             <C> 
FINANCING ACTIVITIES:                                                                                  
  Net borrowings (repayments) under bank revolving credit agreement      $  8,100        $(80,293)       $ 93,770
  Proceeds from issuance of Notes                                                         100,000      
  Extinguishment of long-term debt                                                                        (50,000)
  Repayments on long-term debt                                             (1,181)           (165)         (2,095)
  Increase in unpresented bank drafts                                      11,556           4,208           4,335
  Purchases of treasury stock                                             (11,117)         (1,147)         (9,469)
  Financing costs incurred                                                   (160)         (3,966)         (1,419)
  Issuance of treasury stock for options exercised                          1,049              50      
  Other                                                                                                      (112)
                                                                         --------        --------        --------
        Net cash provided by financing activities                           8,247          18,687          35,010
                                                                         --------        --------        --------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                          929            (478)        (21,686)
                                                                                                       
CASH AND CASH EQUIVALENTS:                                                                             
  Beginning of year                                                         1,374           1,852          23,538
                                                                         --------        --------        --------
  End of year                                                            $  2,303        $  1,374        $  1,852
                                                                         ========        ========        ========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:                                                     
  Cash paid during the year for:                                                                       
    Interest                                                             $ 13,981        $  5,666        $  6,010
                                                                         ========        ========        ========
    Income taxes                                                         $  4,412        $  4,774        $  6,544
                                                                         ========        ========        ========
  Details of businesses acquired were as follows:                                                      
    Fair value of assets acquired                                                        $ 61,259        $107,553
    Liabilities assumed                                                                   (18,890)        (22,256)
    Value of common stock issued                                                                          (14,600)
    Long-term note issued                                                                    (750)         (1,000)
    Working capital adjustments                                          $    463                      
                                                                         --------        --------        --------
        Net cash paid for acquisitions                                   $    463        $ 41,619        $ 69,697
                                                                         ========        ========        ========
NONCASH INVESTING AND FINANCING ACTIVITIES:                                                            
  Amounts owed for capital expenditures                                  $  2,393        $  4,140      
                                                                         ========        ========      
  Common stock issued for acquisitions                                                                   $ 14,600
                                                                                                         ========
  Common stock issued under employee savings plan                                        $    830        $    589
                                                                                         ========        ========
</TABLE> 
 
See notes to consolidated financial statements.
 
                                                                     (Concluded)

                                      F-7
<PAGE>
 
BWAY CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF SEPTEMBER 27, 1998 AND SEPTEMBER 28, 1997 AND
FOR EACH OF THE THREE YEARS IN THE PERIOD ENDED
SEPTEMBER 27, 1998
--------------------------------------------------------------------------------

1. BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

   Business Operations - BWAY Corporation ("BWAY") is a holding company whose
   subsidiaries, Brockway Standard, Inc., Milton Can Company, Inc., Brockway
   Standard (New Jersey), Inc., BMAT, Inc., and Brockway Standard (Canada), Inc.
   (collectively the "Company") manufacture and distribute metal containers and
   provide materials center services in the United States and Canada.

   Common Stock - On September 22, 1997, the Company increased the number of
   shares of common stock outstanding through a 3-for-2 stock split, effected in
   the form of a common stock dividend on the Company's issued and outstanding
   shares.  Accordingly, earnings per share and share data have been adjusted to
   give retroactive effect to the stock splits for all periods presented.

   Principles of Consolidation - The consolidated financial statements of the
   Company include the accounts of BWAY and its wholly owned subsidiaries.  All
   material intercompany balances and transactions have been eliminated in
   consolidation.

   Fiscal Year - The Company operates on a 52/53-week fiscal year ending on the
   Sunday closest to September 30 of the applicable year.

   Inventories - Inventories are carried at the lower of cost or market, with
   cost determined under the last-in, first-out (LIFO) method of inventory
   valuation.

   Property, Plant, and Equipment - Property, plant, and equipment is recorded
   at cost.  Depreciation is provided over the estimated useful lives of the
   assets on a straight-line basis for financial reporting purposes.
   Expenditures for major renewals and replacements are capitalized.
   Expenditures for maintenance and repairs are charged to income as incurred.
   When property items are retired or otherwise disposed of, amounts applicable
   to such units are removed from the related asset and accumulated depreciation
   accounts and any resulting gain or loss is credited or charged to income.
   Useful lives are generally as follows:

          Buildings and improvements                 10-30 years
          Machinery and equipment                     5-15 years
          Furniture and fixtures                       5-7 years
          Computer systems                             1-7 years

   Interest is capitalized in connection with the installation of major
   machinery and equipment acquisitions.  The capitalized interest is recorded
   as part of the cost of the asset to which it relates and is amortized over
   the asset's estimated useful life.  In fiscal 1998 and 1997, respectively,
   $1.5 million and $0.3 million of interest cost was capitalized.  No interest
   was capitalized in fiscal 1996.

   Computer Information Systems - Costs directly associated with the initial
   purchase, development, and implementation of computer information systems are
   deferred and included in property, plant, and 

                                      F-8
<PAGE>
 
   equipment. Such costs are amortized on a straight-line basis over the
   expected useful life of the systems, principally five to seven years. Ongoing
   maintenance costs of computer information systems are expensed as incurred.

   Intangible Assets - Intangible assets consist of identifiable intangibles
   (trademarks, customer lists, and covenants not-to-compete) and goodwill.
   Identifiable intangibles are amortized over the term of the agreement (5 to 7
   years) or estimated useful life (2 to 17 years).  Prior to September 29,
   1997, the Company amortized goodwill over 30 years on a straight-line basis.
   Effective September 29, 1997, the Company prospectively changed its goodwill
   amortization period to 20-40 years.  Management believes that this
   amortization period reflects predominant industry practice and supports their
   conclusion that the benefit period is longer than originally estimated.  The
   impact of this change in amortization period was a reduction in amortization
   expense for the year ended September 27, 1998 which management believes is
   immaterial.

   Deferred Financing Costs - Deferred financing costs are being amortized over
   the term of the related loan agreement using the straight-line method, which
   approximates the effective yield method.

   Revenue Recognition - The Company recognizes revenue at the time the product
   is shipped to the customer.

   Accrued Rebates - The Company enters into contractual agreements for rebates
   on certain products with its customers.  As sales occur, a provision for
   rebates is recorded as a reduction to arrive at net sales and is accrued on
   the balance sheet.

   Income Taxes - The Company accounts for income taxes in accordance with
   Statement of Financial Accounting Standards ("SFAS") 109, "Accounting for
   Income Taxes."  SFAS 109 requires, among other things, the use of the
   liability method of computing deferred income taxes.  Under the liability
   method, the effect of changes in corporate tax rates on deferred income taxes
   is recognized currently as an adjustment to income tax expense.  The
   liability method also requires that deferred tax assets or liabilities be
   recorded based on the difference between the tax bases of assets and
   liabilities and their carrying amounts for financial reporting purposes.

   Impairment of Long-Lived Assets and Long-Lived Assets to be Disposed of - The
   Company adopted SFAS 121, "Accounting for the Impairment of Long-Lived Assets
   and for Long-Lived Assets To Be Disposed Of," as of September 29, 1996.  In
   accordance with SFAS 121, the Company reviews for impairment, on a quarterly
   basis, long-lived assets and certain identifiable intangibles whenever events
   or changes in circumstances indicate that the carrying amount of any asset
   may not be reasonable based on estimates of future undiscounted cash flows.
   In the event of an impairment, the asset is written down to its fair market
   value.  Impairment of goodwill and write-down, if any, is measured based on
   estimates of future undiscounted cash flows.  Assets to be disposed of are
   recorded at the lower of net book value or fair market value less cost to
   sell at the date management commits to a plan of disposal and are classified
   as Assets Held for sale on the Consolidated Balance Sheet.

   Cash and Cash Equivalents - For purposes of the presentation of the
   consolidated statements of cash flows, the Company considers all highly
   liquid investments purchased with original maturities of three months or less
   to be cash equivalents.

   Disclosures About Fair Value of Financial Instruments - A summary of the fair
   value of the Company's financial instruments and the methods and significant
   assumptions used to estimate those values is as follows:

                                      F-9
<PAGE>
 
     Short-term Financial Instruments - The fair value of short-term financial
     instruments, including cash and cash equivalents, trade accounts receivable
     and payable, certain accrued liabilities, and current maturities of long-
     term debt approximates their carrying amounts in the financial statements
     due to the short maturity of such instruments.

     Long-Term Debt - The fair value of the variable rate Credit Agreement
     borrowings approximates the carrying amount since the currently effective
     rates reflect market rates.  The fair value of publicly traded fixed rate
     subordinated notes payable is based on the quoted market price at the
     fiscal year end.

   Accounting Change - On November 20, 1997, the FASB's Emerging Issues Task
   Force ("EITF") issued a consensus on the accounting treatment of certain
   information systems and process reengineering costs.  The Company is involved
   in a business information systems and process reengineering project that is
   subject to this pronouncement.  Based on the EITF consensus, $2.0 million of
   the previously capitalized costs associated with this project were expensed
   in the first fiscal quarter of 1998 as a change in accounting.

   Accounting for Stock Options - The Company adopted SFAS 123, "Accounting for
   Stock-Based Compensation," as of September 28, 1997.  As permitted under the
   statement, the Company has continued to account for stock-based compensation
   under the intrinsic value method prescribed in Accounting Principles Board
   Opinion 25, "Accounting for Stock Issued to Employees."  Compensation cost
   for employees' and directors' stock options is measured as the excess, if
   any, of the quoted market price of the Company's stock at the date of grant
   over the exercise price amount an employee or director must pay to acquire
   the stock.

   Earnings Per Common Share - The Company adopted Statement of Financial
   Accounting Standards No. 128, "Earnings Per Share" during the year ended
   September 27, 1998.  This statement requires companies to present basic
   earnings per share ("EPS") and diluted earnings per share instead of primary
   and full diluted EPS as was previously required.  EPS for all prior periods
   presented have been restated as required by the new accounting standard.

   Earnings per common share are based on the weighted average number of common
   shares and common stock equivalents outstanding during each year presented,
   including vested and unvested shares issued under the Company's previous
   management stock purchase plan and the dilutive effect of the shares from the
   amended plan.  Common stock equivalents represent the dilutive effect of the
   assumed exercise of the outstanding stock options.

   New Accounting Pronouncement - In June 1997, the FASB issued Statement of
   Financial Accounting Standards No. 131, "Disclosures about Segments of an
   Enterprise and Related Information.  This statement, effective for financial
   statements for periods beginning after December 15, 1997, requires public
   companies to report financial and descriptive information about their
   reportable operating segments.  Generally, financial information is required
   on the basis that it is used internally for evaluating segment performance
   and deciding how to allocate resources to segments.  The Company is
   evaluating its internal reporting and organization structure to determine
   future business segment reporting.

   Use of Estimates - The preparation of financial statements in conformity with
   generally accepted accounting principles requires management to make
   estimates and assumptions that affect the reported amounts of assets and
   liabilities and disclosure of contingent assets and liabilities at the date
   of the 

                                      F-10
<PAGE>
 
   financial statements and the reported amounts of revenues and expenses during
   the reporting period. Actual results could differ from those estimates.

   Reclassifications - Certain amounts in the previously reported financial
   statements have been reclassified to conform to the current presentation.

2. ACQUISITIONS

   Milton Can Company - On May 28, 1996, the Company acquired all of the
   outstanding stock of Milton Can Company, Inc.  This subsidiary was renamed
   Brockway Standard (New Jersey), Inc. ("BSNJ").  BSNJ is a manufacturer of
   paint, oblong, and specialty cans within the general line segment of the
   North American metal container industry.  The Company paid $13.4 million in
   cash, $1 million in notes, and $14.6 million in BWAY stock.  The Company
   issued a total of 1,216,455 shares in connection with the merger, comprised
   of 984,261 shares of its treasury stock and 232,194 newly issued shares.  In
   addition, the Company repaid BSNJ's approximately $12.3 million in term and
   revolving bank debt concurrent with consummation of the purchase transaction.

   Davies Can Company - On June 17, 1996, the Company acquired substantially all
   of the assets and assumed certain of the liabilities of Davies Can Company
   ("Davies"), an unincorporated division of the Van Dorn Company (a wholly
   owned subsidiary of Crown Cork & Seal Company, Inc.).  This subsidiary was
   renamed Brockway Standard (Ohio), Inc. ("BSO").  BSO manufactures paint,
   oblong, and utility cans within the general line segment of the North
   American metal container industry.  The Company paid approximately $40.7
   million in cash.

   Ball Aerosol - On October 28, 1996, the Company acquired substantially all of
   the assets related to the metal aerosol can business from Ball Metal Food
   Container Corporation (the "BMFCC"), a wholly owned subsidiary of Ball
   Corporation.  This subsidiary was named Milton Can Company, Inc. ("MCC").
   MCC consists of a facility in Cincinnati which includes a material center and
   substantially all the assets used in connection with the marketing,
   distribution, selling, manufacturing, designing, and engineering of metal
   aerosol cans.  The Company paid approximately $42.4 million for the acquired
   business.  Separately, the parties entered into supply agreements whereby
   certain coating, decorating, and metal processing services will be provided
   by the Company to the BMFCC.

   The purchase method of accounting was used to establish and record a new cost
   basis for the assets acquired and liabilities assumed.  The operating results
   for BSNJ, BSO, and MCC have been included in the Company's consolidated
   financial statements since the dates of acquisition.  The excess of the
   aggregate purchase price over the aggregate fair market value of net
   identifiable assets acquired was approximately $79 million.

   The following unaudited pro forma results assume the acquisitions of BSNJ,
   BSO, and MCC occurred at the beginning of the fiscal year ended September 29,
   1996 after giving affect to certain pro forma adjustments, consisting of an
   adjustment to reflect the amortization of cost in excess of the net assets
   acquired, increased interest expense, and the estimated related income tax
   effects.  In its purchase price

                                      F-11
<PAGE>
 
   allocations for the MCC Acquisition, MCC reduced the carrying value of the
   acquired property, plant, and equipment assets since MCC determined, based on
   independent appraisals, that the fair value of the acquired assets was lower
   than the historical cost of such assets.

<TABLE>
<CAPTION>
Twelve Months Ended September 28, 1997
(In thousands, except per share amounts)
 
      <S>                                                        <C>
      Net sales                                                  $406,476
      Net income                                                   13,202
      Basic earnings per common share                                1.34
      Diluted earnings per common share                              1.32
</TABLE>

   The unaudited pro forma financial information is not necessarily indicative
   of the operating results that would have occurred had the acquisitions been
   consummated as of the beginning of the period presented, nor is it
   necessarily indicative of future operating results.

3. INVENTORIES

   Inventories consist of the following (in thousands):

<TABLE>
<CAPTION>
                                              September 27,  September 28,
                                                  1998           1997
                                                             
      <S>                                     <C>            <C>
      Inventories at FIFO cost:                              
        Raw materials                           $ 6,555        $12,661
        Work-in-progress                         22,695         23,603
        Finished goods                           10,696         11,091
                                                -------        -------
                                                 39,946         47,355
      LIFO reserve                                 (223)          (740)
                                                -------        -------
                                                            
                                                $39,723        $46,615
                                                =======        =======
</TABLE>

4. PROPERTY, PLANT, AND EQUIPMENT

   Property, plant, and equipment consist of the following (in thousands):

<TABLE>
<CAPTION>
                                                     September 27, September 28,
                                                         1998          1997
                                                                   
     <S>                                             <C>           <C>
     Land                                              $  2,979      $  3,788
     Building and improvements                           16,202        19,823
     Machinery and equipment                            107,041        97,656
     Furniture, fixtures, and information technology     11,022         3,320
     Construction-in-progress                            30,259        24,126
                                                       --------      --------
                                                        167,503       148,713
     Less accumulated depreciation                      (33,543)      (25,096)
                                                       --------      --------
                                                                   
           Property, plant, and equipment - net        $133,960      $123,617
                                                       ========      ========
</TABLE>
                                                                                

5. INTANGIBLE ASSETS

   Intangible assets consist of the following (in thousands):

                                      F-12
<PAGE>
 
<TABLE>
<CAPTION>
                                             September 27,       September 28,
                                                 1998                1997
      <S>                                    <C>                 <C>
      Customer lists                           $ 7,486             $ 7,486
      Tradename                                  4,704               4,704
      Noncompete agreements                      4,494               4,494
                                               -------             -------
                                                16,684              16,684
      Less accumulated amortization             (4,639)             (3,104)
                                               -------             -------
                                               $12,045             $13,580
                                               =======             =======
</TABLE>
                                                                                
6. ACCOUNTS PAYABLE AND OTHER CURRENT LIABILITIES

   Included in accounts payable and accrued salaries and wages at September 27,
   1998 and September 28, 1997 are bank drafts issued and outstanding for which
   no rights of offset exist to cash and cash equivalents, as follows (in
   thousands):


<TABLE>
<CAPTION>
                                                     September 27, September 28,
                                                         1998          1997
                                                                   
     <S>                                             <C>           <C>
     Bank drafts issued and outstanding included in:               
       Accounts payable                                $22,027       $11,256
       Accrued salaries and wages                        2,426         1,641
                                                       -------       -------
                                                       $24,453       $12,897
                                                       =======       =======
</TABLE>
                                                                                
7.   LONG-TERM DEBT

     Long-term debt consists of the following (in thousands):

<TABLE>
<CAPTION>
                                                 September 27,   September 28,
                                                     1998            1997
                                                                
      <S>                                        <C>             <C>
      Senior Subordinated Notes                    $100,000        $100,000
      Credit Agreement                               21,600          13,500
      Other borrowings                                  672           2,032
                                                   --------        --------
                                                    122,272         115,532
      Less current maturities of long-term debt         672           1,151
                                                   --------        --------
            Total long-term debt                   $121,600        $114,381
                                                   ========        ========
</TABLE>

                                      F-13
<PAGE>
 
   Senior Subordinated Notes

   On April 11, 1997, the Company received the net proceeds of approximately $96
   million from a private placement of $100 million 10 1/4% Senior Subordinated
   Notes due 2007 (the "Notes").

   Interest on the Notes is payable semi-annually in arrears on April 15 and
   October 15 of each year, commencing on October 15, 1997.  The Notes are
   general unsecured senior subordinated obligations of the Company and are
   effectively subordinated to all secured indebtedness, as defined, of the
   Company to the extent of the value of the assets securing any such
   indebtedness.  The Notes are redeemable, in whole or in part, at the option
   of the Company, on or after April 15, 2002 at the prices specified in the
   Notes (105.125% on April 15, 2002 declining annually to 100% on April 15,
   2005).  In addition, until April 15, 2000, the Company may, at its option,
   redeem up to 33 1/3% of the aggregate principal amount of the Notes
   originally issued at a redemption price equal to 110 1/4% of the principal
   amount thereof, plus accrued and unpaid interest to the date of redemption,
   with the net cash proceeds of one or more public or private sales of common
   stock of the Company, subject to certain provisions of the indenture.  Upon
   the occurrence of a Change in Control, as defined in the Notes, the Company
   will be required to make an offer to repurchase the Notes at 101% of the
   principal amount plus accrued and unpaid interest to the date of repurchase.
   The Notes contain certain restrictive covenants, including limitations on
   asset sales, additional indebtedness, and mergers.  Under the Notes'
   convenants, the Company is restricted in its ability to pay shareholder
   dividends and other restricted payments in an amount greater than $29.3
   million at September 27, 1998.

   During fiscal 1998, the Company filed a registration statement and exchanged
   the Notes for the Company's 10 1/4% Senior Subordinated Notes due 2007,
   Series B (the "Exchange Notes").  BWAY is a holding company with no
   independent operations although it incurs expenses on behalf of its operating
   subsidiaries.  BWAY has no significant assets other than the common stock of
   its subsidiaries.  The Exchange Notes are fully and unconditionally
   guaranteed on a joint and several basis by certain of the Company's direct
   and indirect subsidiaries.  The subsidiary guarantors are wholly owned by
   BWAY and constitute all of the direct and indirect subsidiaries of BWAY
   except for four subsidiaries that are individually, and in the aggregate,
   inconsequential.  Separate financial statements of the subsidiary guarantors
   are not presented because management has determined that they would not be
   material to investors.

   Credit Agreement

   On June 17, 1996, the Company terminated its existing bank agreement and
   entered into a new credit agreement with Bankers Trust Company and Bank
   America (formerly NationsBank, N.A.) (the "Credit Agreement").  Initial
   borrowings under the Credit Agreement were used to repay all obligations
   under the Company's previous revolving credit facility.  Funds from the
   Credit Agreement were also used to prepay the $50 million private placement
   of 8.35% Senior Secured Notes maturing September 1, 2001.  In conjunction
   with the prepayment of the Senior Secured Notes, the Company recorded an
   extraordinary loss related to the early extinguishment of debt in the amount
   of $2.5 million, net of taxes.

   In October 1997, the Company amended its Credit Agreement.  The amendment
   provides the Company with lower interest rate margins and greater flexibility
   with regard to investments in acquisitions, joint ventures and other
   subsidiaries.  The amendment also provides the Company with a second option
   to increase the borrowing limit by another $25 million for a maximum
   borrowing limit of $150 million, provided certain conditions are met and
   provided that only one $25 million increase occur in any twelve-month period.
   The amendment also extends the expiration of the Credit Agreement one year to
   June 17, 2002.

                                      F-14
<PAGE>
 
   On November 2, 1998, the Company and its lenders executed an amendment to the
   Credit Agreement which modified certain restrictive covenants and provided
   greater flexibility with respect to investments in joint ventures.
   Additionally, the Company exercised its option to increase the available
   borrowing limit to $125 million from $100 million.  As part of the November
   2, 1998 amendment, the banks provided a waiver to the Company for its
   covenant violation (interest coverage ratio) for the quarter ended September
   27, 1998.

   The Credit Agreement allows the Company to borrow up to $100 million or $150
   million if certain conditions are met.  The interest rates under the Credit
   Agreement are based on rate margins for either prime rate as announced by
   NationsBank from time to time ("Prime") or LIBOR, at the option of the
   Company.  The applicable rate margin is determined on a quarterly basis by a
   review of the Company's leverage ratio.  The Company's borrowing rate is at
   its option either LIBOR plus 1.125%, or Prime.  The Company's borrowing rate
   is 6.976% at September 27, 1998.  Loans under the Credit Agreement are
   unsecured and can be prepaid at the option of the Company without premium or
   penalty.  The Credit Agreement is subject to certain restrictive covenants,
   including covenants which require the Company to maintain a certain minimum
   level of net worth and a maximum ratio for leverage indebtedness.  Under this
   agreement, BWAY is restricted in its ability to pay shareholder dividends and
   other restricted payments in an amount greater than approximately $8.4
   million at September 27, 1998 and to incur additional indebtedness.  The
   Company's subsidiaries are restricted in their ability to transfer funds to
   the Company, except for funds to be used to effect approved acquisitions, pay
   dividends, reimburse the Company for operating and other expenditures made on
   behalf of the subsidiaries and repay permitted intercompany indebtedness.

   Scheduled maturities of long-term debt as of September 27, 1998 are as
   follows (in thousands):

<TABLE>
<CAPTION>
      Fiscal Year
 
      <S>                                   <C>
      1999                                  $    672
      2002                                    21,600
      Thereafter                             100,000
                                            --------
                                            $122,272
                                            ========
</TABLE>
                                                                                
   Based on quoted market prices (September 27, 1998) and the borrowing rates
   currently available to the Company for bank loans with similar terms and
   maturities (September 28, 1997), the fair value of long-term debt at
   September 27, 1998 and September 28, 1997 was estimated at $126.6 million and
   $123.5 million, respectively.

                                      F-15
<PAGE>
 
8. STOCKHOLDERS' EQUITY

   Earnings Per Share - The following is a reconciliation of the numerators and
   denominations of the basic and diluted per share computations for income
   before the extraordinary item and cumulative effect of change in accounting:

<TABLE>
<CAPTION>
                                                   For the Year Ended September 27, 1998    For the Year Ended September 28, 1997
                                                   -------------------------------------   -------------------------------------
                                                      Income       Shares      Per-Share      Income       Shares      Per-Share
                                                   (Numerator)  (Denominator)   Amount      (Numerator) (Denominator)   Amount  
<S>                                                <C>          <C>            <C>         <C>          <C>            <C>      
                                                                                                                                
                                                                                                                                
Income before Extraordinary Item and                                                                                            
  Cumulative Effect of Change in Accounting         $2,680,000                              $13,104,000                         
                                                    ----------                              -----------                         
                                                                                                                       
Basic EPS                                                                                                              
  Income available to common stockholders            2,680,000     9,527,120   $    0.28     13,104,000    9,817,323   $    1.33
                                                                               =========                               =========
                                                                                                                                
Effect of Dilutive Stock Options                                     431,417                                 165,251            
                                                    ----------     ---------                -----------    ---------            
                                                                                                                                
Diluted EPS                                                                                                            
  Income available to common stockholders                                                                              
    plus assumed conversions                        $2,680,000     9,958,537   $    0.27    $13,104,000    9,982,574   $    1.31 
                                                    ==========     =========   =========    ===========    =========   ========= 

<CAPTION> 

                                                   For the Year Ended September 29, 1996
                                                   -------------------------------------
                                                      Income       Shares      Per-Share
                                                   (Numerator)  (Denominator)   Amount

Income before Extraordinary Item and             
  Cumulative Effect of Change in Accounting         $3,719,000  
                                                    ----------               
                                                                             
Basic EPS                                                                    
  Income available to common stockholders           $3,719,000     9,372,616   $    0.40
                                                                               =========
                                                                             
Effect of Dilutive Stock Options                                      34,535  
                                                    ----------     ---------  
                                                                             
Diluted EPS                                                                  
  Income available to common stockholders                                    
    plus assumed conversions                        $3,719,000     9,407,151   $    0.40
                                                    ==========     =========   =========
</TABLE>

                                      F-16
<PAGE>
 
Stock Option Plans

In June 1995, the Company adopted the Brockway Standard Holdings Corporation
1995 Long-Term Incentive Plan and the Formula Plan for Non-Employee Directors
(the "Formula Plan") for its directors, officers, and key employees. On August
20, 1996, the Board of Directors i) adopted the Amended and Restated 1995 Long-
Term Incentive Plan which increased the aggregate number of shares of common
stock authorized for issuance thereunder from 735,000 to 1,125,000, and ii)
froze the Formula Plan with only 45,000 of the available 150,000 shares of
common stock being granted thereunder. On November 17, 1997 the Board of
Directors adopted the Second Amended and Restated 1995 Long-Term Incentive Plan
which further increased the aggregate number of shares of common stock
authorized for issuance thereunder from 1,125,000 to 1,425,000. The options
generally become exercisable in installments of 33% per year on each of the
first through third anniversaries of the grant.

As of September 27, 1998 and September 28, 1997, the fair value of each option
grant is estimated on the date of the grant using the Black-Scholes option-
pricing model with the following weighted-average assumptions: expected
dividends of 0.0%, expected volatility 37.67% in 1998 and 30% in 1997, risk-free
interest of 6.58%, and expected lives of 6.0 years.

A summary of the status of the Company's two stock option plans as of September
27, 1998 and changes during fiscal 1996, 1997, and 1998 is presented below:

<TABLE>
<CAPTION>
                                                                       Weighted
                                                                       Average
                                                                       Exercise
Fixed Options                                         Shares            Price  
                                                                               
<S>                                                 <C>                 <C>    
Outstanding at October 1, 1995                         319,500          $ 9.81 
  Granted                                              579,600           12.49 
  Forfeited                                             (6,300)          12.67 
                                                    ----------                 
                                                                               
Outstanding at September 29, 1996                      892,800           11.52 
  Granted                                               66,300           14.06 
  Forfeited                                            (12,600)          12.67 
  Exercised                                             (4,200)          11.87 
                                                    ----------                 
                                                                               
Outstanding at September 28, 1997                      942,300           11.72 
  Granted                                              332,900           20.48 
  Forfeited                                            (14,800)          19.26 
  Exercised                                            (69,400)          12.16 
                                                    ----------                 
                                                                               
Outstanding at September 27, 1998                    1,191,000           14.05 
                                                    ==========                 
                                                                               
Exercisable at September 29, 1996                      113,100            9.78 
                                                    ==========                 
                                                                               
Exercisable at September 28, 1997                      368,100           10.99 
                                                    ==========                 
                                                                               
Exercisable at September 27, 1998                      592,500           11.37 
                                                    ==========                 
Weighted average fair value of options granted                                 
 during the year ended September 27, 1998           $    13.08                 
                                                    ==========                 
                                                                               
Weighted average fair value of options granted                                 
 during the year ended September 28, 1997           $     6.15                 
                                                    ==========                 
</TABLE>

                                      F-17
<PAGE>
 
The following table summarizes information about stock options outstanding at
September 27, 1998:

<TABLE>
<CAPTION>
                                          Weighted
                             Number        Average    Weighted      Number    
                         Outstanding at   Remaining    Average  Exercisable at
          Range of       September 27,   Contractual  Exercise  September 27, 
       Exercise Prices        1998           Life       Price        1998     
                                                                              
<S>                      <C>             <C>          <C>       <C>           
        $9.67 - 10.00         259,344            6.7    $ 9.67       259,344  
        10.01 - 11.00          48,000            6.9     10.68        29,800  
        11.01 - 12.00          26,700            8.0     11.67                
        12.01 - 13.00         478,356            7.6     12.53       274,856  
        14.01 - 15.00          51,500            8.6     14.33        14,500  
        18.01 - 19.00          42,000            8.9     18.17        14,000  
        19.01 - 20.00         219,700            9.1     19.38                
        21.01 - 22.00          15,900            9.4     21.38                
        26.01 - 26.50          49,500            9.6     26.50                
                            ---------            ---    ------       -------  
                                                                              
                            1,191,000            7.9    $14.05       592,500  
                            =========            ===    ======       =======  
</TABLE>
                                                                                

The fair value of options granted during the years ended September 27, 1998 and
September 28, 1997 was $4.4 million and $.4 million, respectively. The Company
applies Accounting Principles Board Opinion 25 and related Interpretations in
accounting for its stock option plans. Accordingly, no compensation cost has
been recognized for its fixed stock option plans. Had compensation cost for the
Company's stock option plans been determined based on the fair value at the
grant dates for awards under those plans consistent with the method of FASB
Statement 123, the Company's net income and earnings per share for each of the
three years in the period ended September 27, 1998 would have been reduced to
the pro forma amounts indicated below:

<TABLE>
<CAPTION>
                                                                     1998             1997            1996
<S>                                                                 <C>              <C>              <C>
Net income (loss) to common shareholders (in thousands):
  As reported                                                       $1,519           $13,104          $1,184
                                                                    ======           =======          ======
 
  Pro forma                                                         $ (289)          $12,316          $  712
                                                                    ======           =======          ======
 
Net income per common and common equivalent share:
  Basic earnings per common share:
    As reported                                                     $ 0.16           $  1.33          $ 0.13
                                                                    ======           =======          ======
    Pro forma                                                       $(0.03)          $  1.25          $ 0.08
                                                                    ======           =======          ======
 
Diluted earnings per common share:
    As reported                                                     $ 0.15           $  1.31          $ 0.13
                                                                    ======           =======          ======
    Pro forma                                                       $(0.03)          $  1.23          $ 0.08
                                                                    ======           =======          ======
</TABLE>
                                                                                
Shareholder Rights Plan

The Company has a Shareholder Rights Plan, amended through November 26, 1997
(the "Rights Plan"), under which a preferred share purchase right is presently
attached to and trades with each outstanding share of the Company's common
stock. The rights become exercisable and transferable apart from the 

                                      F-18
<PAGE>
 
common stock after a person or group other than an Exempt Person (as defined in
the Rights Plan), without the Company's consent, acquires beneficial ownership
of, or the right to obtain beneficial ownership of, 15% or more of the Company's
common stock or ten business days after a person or group announces or commences
a tender offer or exchange offer that could result in 15% ownership. Once
exercisable, each right entitles the holder to purchase one fifteen-hundredth
share of Junior Participating Series A Preferred Stock at an exercise price of
$60 per share subject to adjustment to prevent dilution. The rights have no
voting power and no current dilutive effect on earnings per common share. The
rights expire on June 15, 2005 and are redeemable at the discretion of the Board
of Directors at $.01 per share.

If a person acquires 15% ownership, except in an offer approved by the Company
under the Rights Plan, then each right not owned by the acquirer or related
parties will entitle its holder to purchase, at the right's exercise price,
additional shares of common stock or common stock equivalents. In addition,
after an acquirer obtains 15% ownership, if the Company is involved in certain
mergers, business combinations, or asset sales, each right not owned by the
acquirer or related persons will entitle its holder to purchase, at the right's
exercise price, additional shares of common stock of the other party to the
transaction.

9. INCOME TAXES

The Company files a consolidated federal income tax return. Deferred income
taxes are provided to recognize the differences between the carrying amount of
assets and liabilities for financial statement purposes and the amounts used for
income tax purposes.

Components of net deferred tax liability are as follows (in thousands):

<TABLE>
<CAPTION>
                                                 September 27,   September 28,
                                                     1998            1997     
<S>                                              <C>             <C>          
Deferred tax liabilities:                                                     
  Property, plant, and equipment                      $20,243         $17,791 
  Intangible assets                                       802             382 
  Other                                                   657             491 
                                                      -------         ------- 
                                                       21,702          18,664 
Deferred tax assets:                                                          
  Restructuring reserves                                3,327           1,114 
  Employee benefits                                     4,732           4,545 
  Customer claims/rebates                                 891             922 
  Inventory                                               475             409 
  Accounts receivable                                     186             254 
  Other                                                 1,224           1,562 
                                                      -------         ------- 
                                                       10,835           8,806 
                                                      -------         ------- 
                                                                              
      Net deferred tax liability                      $10,867         $ 9,858 
                                                      =======         ======= 
                                                                              
Net current deferred tax asset                        $(4,251)        $(5,111)
Net noncurrent deferred tax liability                  15,118          14,969 
                                                      -------         ------- 
                                                                              
                                                      $10,867         $ 9,858 
                                                      =======         ======= 
</TABLE>

                                      F-19
<PAGE>
 
The provision for income taxes is reconciled with the federal statutory rate
as follows (dollars in thousands):

<TABLE>
<CAPTION>
                                             1998                 1997                 1996
                                         -----------------------------------------------------------
                                            Amount      %        Amount      %        Amount      %
 
<S>                                         <C>       <C>        <C>       <C>        <C>       <C>
Income tax at federal statutory rate         $1,914   35.0%       $7,788   35.0%       $2,435   35.0%
State income taxes, net of federal
  income tax benefit                            275    5.0%          549    2.5%          314    4.5%
Nondeductible amortization of
  intangibles                                   600   11.0%          754    3.4%          476    6.8%
Other                                                                 55    0.2%           14    0.2%
                                             ------   ----        ------   ----        ------   ----
 
                                             $2,789   51.0%       $9,146   41.1%       $3,239   46.5%
                                             ======   ====        ======   ====        ======   ====
</TABLE>
                                                                                
The components of the provision for income taxes are as follows (in thousands):

<TABLE>
<CAPTION>
                             September 27,      September 28,     September 29,
                                 1998               1997              1996     
Current:                                                                       
<S>                          <C>                <C>               <C>          
  Federal                         $1,473             $ 9,569           $ 7,265 
  State                              307               1,449               811 
Deferred                           1,009              (1,872)           (4,837)
                                  ------             -------           ------- 
                                                                               
                                  $2,789             $ 9,146           $ 3,239 
                                  ======             =======           ======= 
</TABLE>
                                                                                
10. LEASE COMMITMENTS

The Company leases warehouses, office space, equipment, and vehicles under
operating leases. Rent expense during each of the last three fiscal years was
approximately $3.4 million (1998), $4.2 million (1997), and $3.3 million (1996).

                                      F-20
<PAGE>
 
At September 27, 1998, future minimum rental payments under capitalized leases
and under noncancelable operating leases are as follows (in thousands):

<TABLE>
<CAPTION>
                                                            Capital   Operating
Fiscal Year                                                 Leases     Leases  
                                                                               
<S>                                                         <C>       <C>      
1999                                                            137     $ 3,102
2000                                                                      2,293
2001                                                                      1,881
2002                                                                      1,278
2003                                                                        647
Thereafter                                                                1,563
                                                               ----     -------
                                                                               
      Total minium lease payments                               137     $10,764
                                                                        =======
                                                                               
Imputed interest at 8.6%                                         (5)           
                                                               ----            
                                                                               
      Present value of minimum capitalized lease payments      $132            
                                                               ====            
</TABLE>
                                                                                
11. PROFIT SHARING AND PENSION PLANS

The Company has qualified profit sharing and savings plans for specified
employees. These plans are contributory defined contribution plans which provide
for employee contributions with a Company matching provision, and for certain
employees a deferred profit sharing component funded by the Company. The
Company's net contributions to the profit sharing and savings plans for each of
the last three fiscal years were approximately $.9 million (1998), $0.7 million
(1997), and $1.5 million (1996).

BSNJ has a noncontributory defined benefit pension plan covering a majority of
its salaried employees. The plan provides benefit payments using a formula based
on an employee's compensation and length of service. BSNJ funds the plan in
amounts equal to the minimum funding requirements of the Employee Retirement
Income Security Act of 1974, plus additional amounts as BSNJ actuarial
consultants advise to be appropriate and as management approves from time to
time. The Company froze this plan effective December 31, 1996. On January 1,
1998, the Company amended the plan to cover substantially all nonunion
employees. The plan provides for a contribution of 4% of each participant's
wages. Participant account balances earn interest at 6% per annum.

Effective July 31, 1998, the Company amended the plan to terminate the plan on
that date. All participants became fully vested in their accounts on July 31,
1998.

                                      F-21
<PAGE>
 
   The periodic net expense (income) is comprised of the following:

<TABLE>
<CAPTION>
                                                                                                         
                                                                                                          Period from
                                                                                                         May 28, 1996
                                                                     Year Ended                          (Acquisition)
                                                       -------------------------------------                through   
                                                       September 27,           September 28,             September 29,
                                                           1998                     1997                      1996
                                                                          
<S>                                                    <C>                     <C>                       <C>
Service cost - benefits earned                                            
  during the period                                     $2,294,900              $  31,100                 $  42,000
Interest cost on projected benefit obligation              284,100                191,300                    81,000
Actual return on assets                                   (261,400)              (399,800)                 (183,000)
Net amoritization and deferral                            (135,000)                                       
                                                        ----------              ---------                 ---------
    Net pension expense (income)                        $2,182,600              $(177,400)                $ (60,000)
                                                        ==========              =========                 =========
</TABLE>



   The following table shows the plan's funded status and amounts recognized in
   the balance sheet:

<TABLE>
<CAPTION>
                                                                                     Year Ended
                                                                          -----------------------------------
                                                                          September 27,         September 28,
                                                                              1998                  1997
 
<S>                                                                       <C>                   <C>
Actuarial present value of benefit obligations - Vested                   $ 4,439,100           $ 2,242,800
                                                                          ===========           ===========
Accumulated benefit obligation                                            $ 4,439,100           $ 2,242,800
                                                                          ===========           ===========
  Fair value of plan assets                                               $ 5,077,100           $ 4,911,800
  Projected benefit obligation                                             (4,439,100)           (2,242,800)
                                                                          -----------           -----------
      Funded status                                                           638,000             2,669,000
Unrecognized net gain                                                        (656,900)             (832,500)
Unrecognized prior service cost                                                                     327,200
                                                                          -----------           -----------
Prepaid (accrued) pension expense                                         $   (18,900)          $ 2,163,700
                                                                          ===========           ===========
The actuarial assumptions used were:
  Discount rate                                                                  7.00%                 7.25%
                                                                          ===========           ===========
  Rate of increase in compensation levels                                           -                  6.00%
                                                                          ===========           ===========
  Expected return on assets                                                      9.00%                 9.00%
                                                                          ===========           ===========
</TABLE>
                                                                                
   Most of BSNJ's union employees are covered under multi-employer defined
   benefit plans administered by the union.  Total contributions charged to
   expense for such plans are $0.4 million as of September 27, 1998.

                                      F-22
<PAGE>
 
   In connection with the acquisition of MCC, the Company assumed three defined
   benefit postretirement medical plans.  These plans are noncontributory and
   provide certain medical benefits after retirement to covered union employees.

   In June 1997, the Company and employees belonging to one union representing
   approximately 50% of the employees at MCC reached a new collective bargaining
   agreement.  One of the provisions of the new agreement eliminates
   postretirement medical benefits provided by the Company which resulted in the
   recording of a curtailment gain of approximately $5.8 million.

   In fiscal 1998, the Company reached new collective bargaining agreements with
   unions representing approximately 34% of the hourly employees at the
   Cincinnati, Ohio facility.  The provisions of the new agreements
   substantially eliminates unvested postretirement medical benefits provided by
   the Company which resulted in the recording of curtailment gains of
   approximately $1.9 million.

   As of September 27, 1998, in accordance with the terms of two applicable
   collective bargaining agreements, the Company continues to offer
   postretirement medical coverage to certain union employees who retire from
   employment at MCC.  Net periodic postretirement medical benefit plan expense
   includes the following components:

<TABLE>
<CAPTION>
                                                                                               Period from
                                                                                             October 28, 1996
                                                                                              (Acquisition)
                                                                  Year Ended                     through
                                                                September 27,                 September 28,
                                                                     1998                          1997
 
<S>                                                             <C>                          <C>
Service cost on benefits earned                                  $    29,319                    $   178,114
Interest cost on accumulated postretirement                      
  benefit obligation                                                 412,028                        471,914
                                                                 -----------                    -----------
Net periodic postretirement benefit cost charged                 
  to results from continuing operations                              441,347                        650,028
Curtailment gain                                                  (1,860,771)                    (5,827,951)
                                                                 -----------                    -----------
  Net effect charged to results from continuing                  
    operations                                                   $(1,419,424)                   $(5,177,923)
                                                                 ===========                    ===========
</TABLE>

                                      F-23
<PAGE>
 
     The following table sets forth the combined status of the defined benefit
     postretirement medical benefit plans:

<TABLE>
<CAPTION>
                                                                    September 28,             September 27,
                                                                        1998                      1997

<S>                                                                 <C>                       <C>
Accumulated postretirement benefit obligation:
  Retirees                                                            $3,965,536                $3,587,570
  Fully eligible active plan participants                              1,174,092                 1,105,936
  Other active plan participants                                         759,701                 2,868,667
                                                                      ----------                ----------
    Total accumulated postretirement benefit obligation                5,899,329                 7,562,173
                                                                     
Unrecognized gain                                                         95,074
                                                                      ----------                ----------
    Accrued postretirement benefit plan cost                          $5,804,255                $7,562,173
                                                                      ==========                ==========
 The actuarial assumptions used were:                                
                                                                     
  Discount rate                                                             6.75%                     7.50%
                                                                      ==========                ==========
  Medical expense trend rate                                         8.0% to 5.5%              10.0% to 5.5%
                                                                     
  Average retirement age                                                      65                        62
</TABLE>

12.  RELATED PARTY TRANSACTIONS

     BSNJ leases its primary operating facility under an operating lease from a
     partnership in which certain members of the Company's management are
     partners. The lease, which is for a five-year period ending on September
     30, 1999 with renewal options, carries a monthly lease payment of $52,457.

     In 1998, 1997, and 1996, the Company purchased computer software and
     incurred related implementation costs totaling approximately $1.4 million,
     $1.2 million and $2.5 million, respectively, from a software company which
     has certain directors who are also directors of the Company.

13.  RESTRUCTURING AND IMPAIRMENT CHARGE

     In June 1998, the Company recorded a restructuring and impairment charge
     related to the closure of 3 plants, the elimination of an internal
     transportation department and the write-off of equipment at several
     operating locations which were impaired due primarily to changes in
     manufacturing processes. The 1998 restructuring and impairment charge
     totaled $11.5 million and consisted of the following: $7.8 million related
     to the closure of the plants and transportation department and $3.7 million
     related to other asset impairments. The $7.8 million related to the plant
     and transportation department closure includes $2.1 million for severance
     costs, $2.2 million for other facility closure costs and $3.5 million for
     asset impairments related to the plant shut-downs.

     In connection with the closure of the plants in 1998, $5.4 million of real
     property is held for sale. This property includes land of $0.8 million and
     $4.6 million of buildings, which are held for sale at September 27, 1998.

                                      F-24
<PAGE>
 
     During fiscal 1998, the Company has charged approximately $1.7 million
     against the restructuring reserve for severance benefits. In connection
     with the plant closures, the plan was for the termination of 210 employees.
     As of September 27, 1998, 184 employees have been terminated.

     The restructuring liability, which is included in other current
     liabilities, at September 27, 1998 includes the following (in thousands):

<TABLE>
<S>                                                      <C>
         Facility closure costs                          $2,163
         Severance and benefits costs                       547
                                                         ------
                                                         
                                                         $2,710
                                                         ======
</TABLE>
                                                                                
     During the fourth quarter of fiscal 1996, the Company recorded a
     restructuring charge comprised of a write-down of assets to be disposed
     against operations of $12.9 million. Increased volume resulting from
     acquisitions provided the opportunity for the Company to consolidate
     certain of its manufacturing processes to meet increased customer demand
     and improve efficiencies, which will result in the disposal of surplus
     equipment and currently productive manufacturing equipment for scrap values
     beginning in early fiscal 1997 and ending in fiscal 2000.

14.  CONTINGENCIES

     Environmental

     The Company continues to monitor and evaluate on an ongoing and regular
     basis its compliance with applicable environmental laws and regulations.
     Expenditures are expensed or capitalized depending on their future economic
     benefit. Expenditures that relate to an existing condition caused by past
     operations and that have no future economic benefit are expensed.
     Liabilities for noncapital expenditures are recorded when environmental
     remediation is probable and the costs can be reasonably estimated. The
     Company believes that it is in compliance in all material respects with
     applicable federal, state, and local environmental regulations.

     The Company (and, in some cases, predecessors to the Company) has, from
     time to time, received requests for information or notices of potential
     responsibility pursuant to the Comprehensive Environmental Response,
     Compensation, and Liability Act ("CERCLA") with respect to certain waste
     disposal sites utilized by former or current facilities of the Company or
     its various predecessors. To the Company's knowledge, all such matters
     which have not been resolved are, subject to certain limitations,
     indemnified by the sellers of the relevant Company affiliates, and all such
     unresolved matters have been accepted for indemnification by such sellers.
     Because liability under CERCLA is retroactive, it is possible that in the
     future the Company may incur liability with respect to other sites.

     Environmental investigations voluntarily conducted by the Company at its
     Homerville, Georgia facility in 1993 and 1994 detected certain conditions
     of soil and groundwater contamination, that management believes predated
     the Company's 1989 acquisition of the facility from Owens-Illinois. Such
     pre-1989 contamination is subject to indemnification by Owens-Illinois. The
     Company and Owens-Illinois have entered into supplemental agreements
     establishing procedures for investigation and remediation of the
     contamination. In 1994, the Georgia Department of Natural Resources ("DNR")
     determined that further investigation must be completed before DNR decides
     whether corrective action is needed. Owens-Illinois' investigation of the
     contamination is continuing. Owens-Illinois is managing the majority of
     remediation activities and paying for such work directly. Preliminary
     consultant estimates indicated that the cost of cleanup could range from $1
     million to $6 million, depending on the extent of

                                      F-25
<PAGE>
 
     contamination. Since Owens-Illinois is conducting the majority of the
     remediation work, management has no way of determining the actual costs
     related to the clean-up efforts. Management does not believe that the final
     resolution of this matter will have a material adverse effect on the
     results of operations or financial condition of the Company, and has not
     accrued a liability with respect to this matter because it believes that a
     loss contingency is not probable.

     The Cincinnati facility, which was acquired in the MCC Acquisition, is
     listed on environmental agency lists as a site that may require
     investigation for potential contamination. The listings could result in a
     requirement for the Company to investigate and remediate the facility. To
     date, no agency has required such action and the cost of any investigation
     or remediation can not be reasonably estimated. BMFCC has agreed to
     indemnify the Company, subject to certain limitations.

     At the Peabody, Massachusetts facility, which was previously leased by
     BSNJ, groundwater remediation is underway. The owner of the facility has
     agreed to retain all liability for the remediation. In addition, the former
     shareholders of Milton Can, subject to certain limitations, indemnified the
     Company for liabilities associated with the contamination.

     Management believes that none of these matters will have a material adverse
     effect on the results of operations or financial condition of the Company
     in light of both the potential indemnification obligations of others to the
     Company and the Company's understanding of the underlying potential
     liability.

     Letters of Credit

     At September 27, 1998, a bank had issued standby letters of credit on
     behalf of BWAY in the aggregate amount of $1.3 million in favor of BWAY's
     workers' compensation insurer.

15.  CONCENTRATIONS OF CREDIT RISK

     The Company sells its metal containers to a large number of customers in
     numerous industry sectors. To reduce credit risk, the Company sets credit
     limits and performs ongoing credit evaluations. Sales to the Company's ten
     largest customers amounted to approximately 36% (1998), 38% (1997), and 39%
     (1996), of the Company's sales including sales to one customer of 9.5%
     (1998), 10% (1997), and 13% (1996).

     Although the Company's exposure to credit risk associated with nonpayment
     is affected by conditions with the customers' industries, the balances are
     substantially current and are within terms and limits established by the
     Company.

16.  SUBSEQUENT EVENTS

     On November 9, 1998, the Company purchased substantially all the assets of
     U.S. Can Corporation's metal services operations for approximately
     $31,000,000 plus the assumption of certain liabilities, including trade
     payables, certain employee liabilities, and leases. The purchase price is
     subject to an adjustment based upon the change in working capital from July
     31, 1998 to November 9, 1998. The business provides metal coating,
     lithography, and other metal services. It has three operating plants
     located in Trenton, New Jersey; Brookfield, Ohio; and Chicago, Illinois and
     a nonoperating plant in Alsip, Illinois.

                                      F-26
<PAGE>
 
17.  QUARTERLY INFORMATION (UNAUDITED) (In thousands, except per share data)

<TABLE>
<CAPTION>
                                                     First             Second             Third              Fourth
Fiscal Year 1998:                                   Quarter           Quarter            Quarter             Quarter
 
<S>                                                 <C>               <C>                <C>                 <C>
Net sales                                           $92,114           $101,165           $107,010            $100,800
                                                    =======           ========           ========            ========
Gross profit (exclusive of depreciation             
   and amortization)                                $15,482           $ 17,346           $ 19,314            $ 12,359
                                                    =======           ========           ========            ========
Net income                                          $ 1,035           $  3,946           $ (4,026)           $    564
                                                    =======           ========           ========            ========
Basic earnings per common share                     $  0.11           $   0.42           $  (0.42)           $   0.05
                                                    =======           ========           ========            ========
Diluted earnings per common share                   $  0.10           $   0.40           $  (0.40)           $   0.05
                                                    =======           ========           ========            ========
                                                    
Fiscal Year 1997:                                   

Net sales                                           $91,166           $100,178           $109,676            $101,130
                                                    =======           ========           ========            ========
Gross profit (exclusive of depreciation             
   and amortization)                                $13,576           $ 17,079           $ 18,264            $ 11,825
                                                    =======           ========           ========            ========
Net income                                          $ 1,418           $  3,237           $  4,399            $  4,050
                                                    =======           ========           ========            ========
Basic earnings per common share                     $  0.14           $   0.33           $   0.45            $   0.41
                                                    =======           ========           ========            ========
Diluted earnings per common share                   $  0.14           $   0.33           $   0.44            $   0.40
                                                    =======           ========           ========            ========
</TABLE>

                                      F-27
<PAGE>
 
                    INDEX TO FINANCIAL STATEMENT SCHEDULES


Schedule I   -  Condensed Financial Statements of BWAY Corporation........   S-2

Schedule II  -  Condensed Valuation and Qualifying Accounts BWAY 
                  Corporation And Subsidiaries............................   S-6

                                      S-1
<PAGE>
 
                SCHEDULE I - CONDENSED FINANCIAL STATEMENTS OF
                               BWAY CORPORATION

                           CONDENSED BALANCE SHEETS
                                (In Thousands)

<TABLE>
<CAPTION>
ASSETS:                                          September 27,    September 28,
                                                     1998             1997
                                                 -------------    -------------
 
<S>                                              <C>              <C>
     Investments in subsidiaries                    $157,137         $136,562
     Property, Plant and Equipment - net               3,571                1
     Intercompany receivable                          35,304           50,795
     Other assets                                      1,217              180
                                                    --------         --------
                                                    $197,229         $187,538
                                                    ========         ========
LIABILITIES:
     Other liabilities                              $ 20,041         $  2,072
     Long Term Debt                                  100,000          100,000
                                                    --------         --------
                                                     120,041          102,072
                                                    --------         --------
STOCKHOLDERS' EQUITY:                                                
     Common stock                                         99               99
     Additional paid-in capital                       37,395           37,629
     Retained earnings                                50,192           48,673
                                                    --------         --------
                                                      87,686           86,401
     Less treasury stock, at cost                    (10,498)            (935)
                                                    --------         --------
     Total stockholders' equity                       77,188           85,466
                                                    --------         --------
                                                    $197,229         $187,538
                                                    ========         ========
</TABLE>

                                      S-2
<PAGE>
 
                SCHEDULE I - CONDENSED FINANCIAL STATEMENTS OF
                               BWAY CORPORATION

                        CONDENSED STATEMENTS OF INCOME
                                (In Thousands)

<TABLE>
<CAPTION>
                                                   September 27,    September 28,    September 29,
                                                       1998             1997             1996
                                                   -------------    -------------    -------------
<S>                                                <C>              <C>              <C>
Management fees charged to subsidiaries              $  3,427          $ 1,545           $1,030
                                                                                     
Interest income/(expense)                             (10,250)          (5,125)             362
                                                                                     
Other income/(expense), net                           (17,745)             151             (830)
                                                     --------          -------           ------
Income before income taxes and equity in                                             
   undistributed earnings of subsidiaries             (24,568)          (3,429)             562
                                                                                     
Income tax expense                                    (12,530)             695              229
                                                     --------          -------           ------
Income before equity in undistributed earnings                                       
   of subsidiaries                                    (12,038)          (4,124)             333
                                                                                     
Equity in undistributed earnings of subsidiaries       14,718           17,228              851
                                                                                     
Cumulative effect of change in accounting for                                        
  systems development costs - net of related tax                                     
  benefit of $823                                      (1,161)                       
                                                     --------          -------           ------
Net income                                           $  1,519          $13,104           $1,184
                                                     ========          =======           ======
</TABLE>

                                      S-3
<PAGE>
 
                 SCHEDULE I - CONDENSED FINANCIAL STATEMENTS OF
                                BWAY CORPORATION

                       CONDENSED STATEMENTS OF CASH FLOWS
                                 (In Thousands)

<TABLE>
<CAPTION>
                                                                          Year Ended
                                                        -----------------------------------------------
                                                        September 27,    September 28,    September 29,
                                                            1998             1997             1996
                                                        -------------    -------------    -------------
<S>                                                     <C>              <C>              <C>
OPERATING ACTIVITIES:
Net income                                                  $ 1,519         $ 13,104         $  1,184
Adjustments to reconcile net income to net cash 
  provided by operating activities:
    Equity in undistributed earnings of subsidiaries        (14,718)          17,228             (851)
 
    Changes in assets and liabilities:
      Other assets                                           (1,037)              78             (258)
      Other liabilities                                      17,969              793              781
      Income tax payable                                                                         (910)
      Intercompany payable                                    9,634           11,925           22,450
                                                            -------         --------         --------
        Net cash provided by (used in) operating
          activities                                         13,367           43,128           22,396
                                                            -------         --------         --------
INVESTING ACTIVITIES:
Acquisitions, net of cash acquired                           (3,570)         (42,154)         (27,617)
                                                            -------         --------         --------
        Net cash (used in) investing activities              (3,570)         (42,154)         (27,617)
                                                            -------         --------         --------
FINANCING ACTIVITIES:
Purchase of treasury stock                                   (9,563)          (1,147)          (9,469)
Other                                                          (234)
                                                            -------         --------         --------
        Net cash (used in) provided by financing 
          activities                                         (9,797)          (1,147)          (9,469)
                                                            -------         --------         --------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                  0             (173)         (14,690)
 
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR                      0              173           14,863
                                                            -------         --------         --------
CASH AND CASH EQUIVALENTS, END OF YEAR                      $     0         $      0         $    173
                                                            =======         ========         ========
</TABLE>

                                      S-4
<PAGE>
 
<TABLE>
<S>                                                         <C>             <C>              <C>   
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
 
Cash paid during the year for:
   Income taxes                                             $ 4,765         $    695         $    229
                                                            =======         ========         ========
   Interest                                                 $10,250         $  5,125
                                                            =======         ========       

NONCASH INVESTING AND FINANCING ACTIVITIES:
 
Common stock issued for acquisitions                                                         $ 14,600
                                                                                             ========
Common stock issued under employee savings plan                             $    830         $    589
                                                                            ========         ========
</TABLE>

                                      S-5
<PAGE>
 
           SCHEDULE II - CONDENSED VALUATION AND QUALIFYING ACCOUNTS
                       BWAY CORPORATION AND SUBSIDIARIES
                                (In Thousands)

<TABLE>
<CAPTION>
                                                      Additions    
                                         Balance at   Charged to                 Balance
                                         Beginning    Costs and                  at End
Description                              of Period     Expenses    Deductions   of Period
---------------------------------        ----------   ----------   ----------   ---------
<S>                                      <C>          <C>          <C>          <C>
Allowance for doubtful accounts:

Year ended September 29, 1996                 386          188          184 (1)      390
 
Year ended September 28, 1997                 390          350          160 (1)      580
 
Year ended September 27, 1998                 580           33           80 (1)      533

<CAPTION>
                                                      Additions    
                                         Balance at   Charged to                 Balance
                                         Beginning    Costs and                  at End
Description                              of Period     Expenses    Deductions   of Period
---------------------------------        ----------   ----------   ----------   ---------
<S>                                      <C>          <C>          <C>          <C>
Restructuring Reserve:

Year ended September 29, 1996                   0       12,860       12,860 (2)        0
 
Year ended September 28, 1997                   0                                      0
  
Year ended September 27, 1998                   0       11,532        8,822 (3)    2,710

<CAPTION>
                                                      Additions    
                                         Balance at   Charged to                 Balance
                                         Beginning    Costs and                  at End
Description                              of Period     Expenses    Deductions   of Period
---------------------------------        ----------   ----------   ----------   ---------
<S>                                      <C>          <C>          <C>          <C>
Reorganization Reserve:

Year ended September 29, 1996                 815        5,075        1,109        4,781
 
Year ended September 28, 1997               4,781        4,600        6,293        3,088
 
Year ended September 27, 1998               3,088                     1,184        1,904
</TABLE>
____________
(1)  Deductions from the allowance for doubtful accounts represent the net 
     write-off of uncollectable accounts receivable.

(2)  P.P.&E and Accumulated Depreciation were the offset (no reserve was
     established)

(3)  $2,642,000 of this amount was offset to P.P.E. (no reserve was established)

                                      S-6
<PAGE>
 
                               INDEX TO EXHIBITS
               -------------------------------------------------


Exhibit                  Description of Document            Location of Document
  No.                                                           in Sequential
                                                             Numbering System  +

   3.1    Amended and Restated Certificate of Incorporation 
          of the Company.                                                    (3)
 
   3.2    Amended and Restated By-laws of the Company                        (1)

   3.3    Rights Agreement dated as of June 9, 1995 between 
          the Company and Harris Trust and Savings Bank, as 
          Rights Agent                                                       (1)
 
   3.4    Amendments to Rights Agreement dated as of 
          February 12, 1996 between the Company and Harris 
          Trust and Savings Bank, as Rights Agent                            (3)
 
   3.5    Amendment No. 2 to Rights Agreement dated as of 
          August 19, 1997 between the Company and Harris 
          Trust and Savings Bank, as Rights Agent                            (9)

   3.6    Amendment No. 2 to Rights Agreement, dated as of 
          November 26, 1997, between the Company and Harris
          Trust and Savings Bank.                                            (9)
 
   4.1    Form of certificate representing shares of Common 
          Stock of the Company                                               (2)
 
   4.2    Credit Agreement dated June 17, 1996 by and among 
          BWAY Corporation, Brockway Standard, Inc., Milton 
          Can Company, Inc., the additional borrowers, BT 
          Alex. Brown Incorporated (formerly known as Bankers
          Trust Company) and NationsBank, N.A.                               (4)
 
   4.3    Third Amendment To Credit Agreement dated November 
          2, 1998 among BWAY Corporation, its subsidiaries, 
          Bankers Trust Company and Nationsbank, N.A.
 
   4.4    Master Assignment and Consent Agreement and First 
          Amendment to Credit Agreement dated as of August 15, 
          1996, and Second Amendment to Credit Agreement dated
          as of October 15, 1997 between BWAY Corporation, 
          Brockway Standard, Inc., Milton Can Company, Inc., 
          the additional borrowers, BT Alex. Brown Incorporated 
          (formerly known as Bankers Trust Company), and 
          NationsBank, N.A.                                                 (11)
 
   4.5    Indenture dated as of April 11, 1997 among the 
          Company, the subsidiary guarantors named therein and 
          Harris Savings and Trust Company, as trustee                       (6)
 
   4.6    Forms of Series A and Series B 10 1/4% Senior
          Subordinated Notes (contained in Exhibit 4.3 as 
          Exhibit A and B thereto, respectively)                             (6)
 
<PAGE>
 
   4.7    Form of Guarantee (contained in Exhibit 4.3 as 
          Exhibit F thereto)                                                 (6)
 
   4.8    Registration Rights Agreement dated as of April 11,
          1997 among the Company, the subsidiary guarantors 
          named therein, BT Alex. Brown Incorporated (formerly 
          known as Bankers Trust Company), Bear, Stearns & Co.
          Inc., and NationsBanc Capital Markets, Inc.                        (6)
 
          The Registrant will furnish to the Commission, upon 
          request, each instrument defining the rights of 
          holders of long-term debt of the Registrant and its 
          subsidiaries where the amount of such debt does not 
          exceed 10 percent of the total assets of the 
          Registrant and its subsidiaries on a consolidated 
          basis.

  10.1    Asset Purchase Agreement dated December 19, 1988 
          between BS Holdings Corporation, BW Plastics, Inc., 
          BW-Morrow Plastics, Inc. and Owens-Illinois Group, 
          Inc.                                                               (1)
 
  10.2    Registration Agreement dated as of January 30, 1989 
          between BS Holdings Corporation and certain 
          stockholders                                                       (1)
  
  10.3    Acquisition Agreement dated as of March 4, 1993 
          between Ellisco Inc. and BSI                                       (1)
 
  10.4    Stock Purchase Agreement dated April 27, 1993 among 
          Armstrong Industries, Inc., its stockholders, 
          Armstrong Containers, Inc. and BSI                                 (1)
 
  10.5    Asset Purchase Agreement dated May 26, 1993 among 
          DK Containers, Inc., Dennis Dyck, Robert Vrhel, 
          Mohan Patel and BSI                                                (1)
 
  10.6    Employment Agreement between the Company and Warren
          J. Hayford, dated as of June 1, 1995 *                             (1)
 
  10.7    Employment Agreement between the Company and John T.
          Stirrup, dated as of June 1, 1995 *                                (1)
 
  10.8    Memorandum of Agreement dated October 11, 1993 
          between The Folgers Company and BSI **                             (1)
 
  10.9    Contract and Lease dated September 3, 1968, between 
          the City of Picayune, Mississippi and Standard 
          Container Company                                                  (1)
 
  10.10   Lease dated February 24, 1995 between Tab Warehouse 
          Fontana II and BSI                                                 (1)
 
  10.11   Garland, Texas Industrial Net Lease dated January 
          14, 1985 between MRM Associates and Armstrong 
          Containers, Inc.                                                   (1)
 
<PAGE>
 
  10.12   Gross Lease Agreement dated August 10, 1990 between 
          Colonel Estates Joint Venture and BSI                              (1)
 
  10.13   Lease dated February 11, 1991 between Curto Reynolds 
          Oelerich Inc. and Armstrong Containers, Inc.                       (1)
 
  10.14   Lease Agreement dated November 16, 1996 between                   (11)
          Shelby Distribution Park and Brockway Standard, Inc.,
          as amended December 26, 1996.
 
  10.15   Lease dated August 9, 1991 between DK Containers, 
          Inc. and Smith Barney Birtcher Institutional Fund-I
          Limited Partnership and the First Amendment thereto                (1)
 
  10.16   Lease dated September 2, 1994 between Division Street
          Partners, L.P. and BSNJ                                            (8)
 
  10.17   Employee Stock Purchase Agreement dated March 4, 1994
          among BS Holdings Corporation, Perry Schwartz, Mid-
          America Group, Ltd., Warren J. Hayford and Daniel P. 
          Casey *                                                            (1)
 
  10.18   Agreement, dated May 15, 1995, between BSI and Owens-
          Illinois, Inc. Pursuant to (S) 9.9 (d) of the 
          December 19, 1988 Stock Purchase Agreement                         (1)
 
  10.19   Settlement Agreement, dated June 30, 1997 between 
          BWAY Corporation and Owens-Illinois Group, Inc.                   (11)
 
  10.20   Brockway Standard Holdings Corporation Formula Plan 
          for Non-Employee Directors *                                       (1)
 
  10.21   Cooperation Agreement between Ball Corporation and 
          BWAY Corporation, dated January 4, 1996.                           (3)
 
  10.22   Merger Agreement with Milton Can Company, Inc., 
          dated March 12, 1996.                                              (3)
 
  10.23   Amendment #1 to the Merger Agreement with Milton 
          Can Company, Inc., dated April 30, 1996                            (3)
 
  10.24   Asset Purchase Agreement dated April 29, 1996, 
          between Brockway Standard, Inc., BWAY Corporation, 
          Van Dorn Company and Crown Cork & Seal Company, Inc.               (3)
 
  10.25   Employment Agreement between the Company and David 
          P. Hayford, dated as of June 15, 1995 *                            (4)
 
  10.26   Employment Agreement between the Company and James 
          W. Milton, dated as of May 28, 1996 *                              (4)
<PAGE>
 
  10.27   Amended and Restated Registration Rights Agreement 
          dated as of May 28, 1996, between BWAY Corporation 
          and certain shareholders.                                          (4)
 
  10.28   Asset Purchase Agreement dated October 6, 1996, 
          between Brockway Standard (New Jersey), Inc. 
          (formerly known as Milton Can Company, Inc.), BWAY
          Corporation, Ball Metal Food Container Corp., and 
          Ball Corporation                                                   (5)
 
  10.29   Amendment No. 1 to the Asset Purchase Agreement 
          dated October 28, 1996 between Milton Can Company, 
          Inc., BWAY Corporation, Ball Metal Food Container 
          Corp., and Ball Corporation                                        (5)
 
  10.30   Purchase Agreement dated as of April 8, 1997 among
          the Company, the subsidiary guarantors named therein,
          BT Alex. Brown Incorporated (formerly known as 
          Bankers Trust Company), Bear, Stearns & Co. Inc. and 
          NationsBanc Capital Markets, Inc.                                  (6)
 
  10.31   Brockway Standard (Ohio), Inc. Bargaining Unit 
          Savings Plan *                                                     (7)
 
  10.32   Employment Agreement between the Company and John M. 
          Casey *                                                            (9)
 
  10.33   Employment Agreement between the Company and John T. 
          Stirrup B Amendment No. 1 *                                       (10)
 
  10.34   Employment Agreement between the Company and David 
          P. Hull *                                                         (10)
 
  10.35   BWAY Corporation Second Amended and Restated 1995 
          Long-Term Incentive Plan                                          (10)
 
  10.36   Asset Purchase Agreement between BMAT, Inc. and the
          United States Can Company dated November 9, 1998.                 (12)
 
  21.2    Subsidiaries of the Company

  27.1    Financial Data Schedule
<PAGE>
 
_________________
*    Management contract or compensatory plan or arrangement.
+    This information appears only in the manually signed original copies of
     this report.
**   Confidential treatment requested.

(1)  Incorporated by reference to the Company's Registration Statement on Form
     S-1 (File No. 33-91114).

(2)  Incorporated by reference to the Company's Form 10-K for the fiscal year
     ending October 1, 1995 (File No. 0-26178).

(3)  Incorporated by reference to the Company's Form 10-Q for the period ending
     March 31, 1996 (File No. 0-26178).

(4)  Incorporated by reference to the Company's Form 10-Q for the period ending
     June 30, 1996 (File No. 0-26178).

(5)  Incorporated by reference to the Company's Current Report on Form 8-K filed
     on November 12, 1996 (File No. 0-26178).

(6)  Incorporated by reference to the Company's Registration Statement on Form
     S-4 (File No. 333-26013).

(7)  Incorporated by reference to the Company's Registration Statement on Form 
     S-8 (File No. 333-39225).

(8)  Incorporated by reference to the Company's Form 10-K for the fiscal year
     ending September 29, 1996 (File No. 0-26178).

(9)  Incorporated by reference to the Company's Form 10-Q for the period ending
     December 28, 1997 (File No. 0-26178).

(10) Incorporated by reference to the Company's Form 10-Q for the period ending
     March 29, 1998 (File No. 0-26178).

(11) Incorporated by reference to the Company's Form 10-K for the fiscal year
     ending September 28, 1997 (File No. 0-26178).

(12) Incorporated by reference to the Company's Current Report on Form 8-K filed
     on November 9, 1998 (File No. 0-26178).