<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 October 3, 1999
                                       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 November 30, 1999, the aggregate market value of the voting stock held by
non-affiliates of BWAY Corporation was approximately $35,819,470.

As of November 30, 1999, there were 9,309,024 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, 2000 for the Annual Meeting of Stockholders
to be held on February 25, 2000 are incorporated in Part III hereof by
reference.
<PAGE>

                                BWAY CORPORATION

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>

                                                                                                     Page
                                                                                               -----------------
<S>            <C>                                                                             <C>
PART I
Item 1.        Business                                                                                1
Item 2.        Properties                                                                              7
Item 3.        Legal Proceedings and Regulatory Matters                                                8
Item 4.        Submission of Matters to a Vote of Security Holders                                     8

PART II
Item 5.        Market for the Company's Common Equity and Related Stockholder Matters                  8
Item 6.        Selected Financial Data                                                                 9
Item 7.        Management's Discussion and Analysis of Financial Condition and Results of
                 Operations                                                                           12
Item 7A.       Quantitative and Qualitative Disclosures about Market Risk                             18
Item 8.        Financial Statements and Supplementary Data                                            19
Item 9.        Changes in and Disagreements With Accountants on Accounting and
                 Financial  Disclosure                                                                19

PART III
Item 10.       Directors and Executive Officers of the Registrant                                     19
Item 11.       Executive Compensation                                                                 19
Item 12.       Security Ownership of Certain Beneficial Owners and Management                         19
Item 13.       Certain Relationships and Related Transactions                                         19

PART IV
Item 14.       Exhibits, Financial Statement Schedules, and Reports on
                 Form 8-K                                                                             19

                                      ii

</TABLE>
<PAGE>

                       BWAY CORPORATION AND SUBSIDIARIES

                            FORM 10-K ANNUAL REPORT

                   FOR THE FISCAL YEAR ENDED OCTOBER 3, 1999


                                     PART I

Item 1.  Business
         --------

General

  BWAY Corporation ("BWAY") is a holding company whose significant subsidiaries,
Brockway Standard, Inc. ("BSI"), Milton Can Company, Inc. ("MCC") and BMAT, Inc.
("BMAT"), (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. 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 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, with the exception of pages F1 -
F28.

  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 1998 industry shipments totaled
approximately 103 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 1998 and fiscal 1999.
Sales are made either by the Company's direct sales force, third party
distributors or sales agents.  Sales growth has been accomplished primarily
through acquisitions in the general line and material center services categories
and to a lesser extent, expanded market penetration in the sales of existing
products and new product development.

Acquisitions

  The Company completed two strategic acquisitions during fiscal 1996, one
strategic acquisition during fiscal 1997 and one strategic acquisition during
fiscal 1999.

  The operating results for the following acquisitions have been included in the
Company's consolidated financial

                                       1
<PAGE>

statements since the dates of acquisition.

  Milton Can - 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 initiatives
to rationalize, re-engineer and re-capitalize, the Company closed one facility
and announced plans to close a second facility in fiscal 1999, acquired in the
BSNJ Acquisition.  The Elizabeth, New Jersey (Northeast Tinplate) facility was
closed in the second quarter of fiscal 1999.

  Davies Can - 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.

   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, a wholly owned subsidiary of Ball Corporation (the "Ball
Aerosol Acquisition").  The assets consist 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.  The purchase method of accounting was used to
establish and record a new cost basis for the assets acquired and liabilities
assumed. The excess of the aggregate purchase price over the aggregate fair
market value of net identifiable assets acquired was approximately $23 million.

  U.S. Can Metal Services Operations - On November 9, 1998, the Company
acquired substantially all of the assets and assumed certain of the liabilities
of the United States Can Company's metal services operations (the "U.S. Can
Acquisition").  The purchase price was approximately $27.7 million in cash after
adjustments for working capital. The acquisition included three operating plants
and one non-operating plant.  The acquired facilities operated two different
businesses, coating and lithography, which is part of the Company's core
business, and tinplate metal services which is not a business of the Company.

  The purchase method of accounting was used to establish and record a new cost
basis for the assets acquired and liabilities assumed and an allocation of the
purchase price was finalized at October 3, 1999.  The operating results for the
acquired business have been included in the Company's consolidated financial
statements since the date of acquisition except for the tinplate services
business, which was sold as described below.   As of October 3, 1999, the excess
aggregate purchase price over the aggregate fair market value of net
identifiable assets acquired was $10.8 million and is being amortized over 40
years.

  On November 17, 1998, the Company signed a binding letter of intent to sell
the acquired tinplate services business.  Anticipating the sale of the tinplate
metal services business, the Company closed the Brookfield, Ohio location in
March 1999 and closed the Chicago Metal operations in September 1999.  The
tinplate services business primarily purchases, processes, and sells nonprime
steel to third party customers.  The Company finalized the sale of the tinplate
services business to Arbon Steel and Service Company in the fourth quarter of
fiscal 1999.  The Company excluded from results of operations tinplate metal
services business losses of $4.4 million, including interest expense of $0.7
million, for the year ended October 3, 1999.

  Management has committed to a plan to exit certain activities of the acquired
facilities and integrate acquired assets and businesses with BWAY facilities.
In connection with the recording of the purchase, the Company established a
reorganization liability of approximately $11 million.  The reorganization
liability includes $1.8 million in severance, $5.5 million in facility closing
costs, and $3.7 million in equipment demolition costs.  The

                                       2
<PAGE>

reorganization liability represents the direct incremental costs expected to be
incurred, which have no future economic benefit to the Company.

  During fiscal 1999, the Company has charged $0.4 million in severance, $2.9
million in facility closing costs and $1.5 million in demolition costs.  In
connection with the plant closures, the plan called for the termination of 308
employees.  The Company has one remaining facility, the Chicago Service
Division, scheduled to close in the fourth quarter of fiscal 2000.

  The operating results for the acquisitions have been included in the Company's
consolidated financial statements since the dates of acquisition.


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. On November
9, 1998, the Company acquired substantially all of the assets of  U.S. Can's
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 1999, 1998 and 1997. The
Company's sales distribution by product line has been affected to some extent by
the recent acquisitions.

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

                                       Year Ended September 30,
                                       -----------------------
     Product                     1999             1998             1997
     -------                     ----             ----             ----
     General Line Containers      70%              80%              84%
     Food Cans                    11%              13%              13%
     Material Center Services     16%               2%               0%
     Ammunition Boxes              3%               5%               3%
                                 ----             ----             ----
          Total                  100%             100%             100%


  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.  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 is 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

                                       3
<PAGE>

radiator flushes. The Company also produces various specialty containers.

  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. The Company does not sell sanitary
food cans in which soups, stews, vegetables, pie fillings and other foods are
actually cooked in the can.

  Materials Center Services

  The Company provides materials center services for its can assembly facilities
and third party customers. To enhance its offering of materials center services,
the Company has made significant capital investments in state-of-the-art
lithography and coating equipment.

  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.

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 42% of sales in fiscal 1999. During fiscal 1999, 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 has historically worked with other companies to lower the overall cost
of its steel purchases.  The Company intends to pursue alternative strategies to
lower raw material cost in fiscal 2000.  During fiscal 1999, the Company
increased its purchases of tinplate and cold rolled products from foreign
sources, a practice the Company expects to continue during fiscal 2000. Tinplate
consumers typically negotiate late in the calendar 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.  Most tinplate, blackplate and cold rolled steel products have announced
price increases for January 1, 2000.

                                       4
<PAGE>

  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.

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 1999, and, other than certain expenses at the Company's Homerville,
Georgia facility discussed below, none are expected for fiscal 2000.

  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.  On
August 25, 1999, DNR signed a consent order that had been submitted by the
Company and Owens-Illinois.  The consent order establishes a schedule for
completing such investigation and remediation (all but a small portion of such
investigation and remediation to be completed and funded by Owens-Illinois).

  In addition, at Homerville, the Company entered into a consent order with DNR
on April 22, 1999, related to certain industrial wastewater and cooling water
discharges that exceeded allowable limits.  The Company anticipates capital
expenditures in the neighborhood of $200,000 in fiscal 2000 to comply with the
consent order.  Management does not believe that the final resolution of either
matter at Homerville will have a material adverse effect on the results of
operations or financial condition of the Company.

  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.


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.

                                       5
<PAGE>

  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).


Employees

  As of October 3, 1999, the Company employed approximately 1,693 hourly
employees and 483 salaried employees.  Of the 1,693 hourly employees, 1,029 are
non-union and the remaining 664 are covered by eight separate collective
bargaining agreements.  During fiscal 1999, in connection with the US Can
Acquisition, certain subsidiaries of the Company added 80 salaried employees and
308 hourly employees.  Of the 308 hourly employees approximately 270 are covered
by collective bargaining agreements with either the Graphic Communications
Workers International Union or the United Steelworkers of America.

  During the second quarter of fiscal 1999, the Company ceased operations at the
Brookfield, Ohio facility following the U.S. Can Acquisition.  This closing
resulted in the elimination of approximately 32 hourly positions and 14 salaried
positions at this facility.

  On August 3, 1999, the Company reached an agreement with the International
Brotherhood of Teamsters, Local 714 at its Franklin Park (Chicago), Illinois
facility affecting approximately 60 employees at this facility.  The contract is
retroactive to June 8, 1999 and is effective through March 3, 2003.  The Company
also negotiated extensions of its agreement with Local 458-3M of the Graphic
Communication Workers International Union through October 31, 1999, affecting
approximately 15 employees at this facility.  On November 22, 1999, the Company
implemented its last, best, and final offer for a new collective bargaining
agreement, and since then the Union has been working under the implemented
terms.  On November 24, 1999, the Union filed an administrative action with the
National Labor Relations Board challenging the lawfulness of the Company's
implementation of its last, best, and final offer.  The Company and the Union
continue to meet in an effort to reach a collective bargaining agreement.

  On August 11, 1999, the Company reached an agreement with United Steelworkers
of America, Local 3911-11 with respect to the discontinuance of the Chicago
Metal operations, effective September 30, 1999, at the Company's Chicago Service
Division facility in Chicago, Illinois.  The discontinued operations resulted in
the elimination of approximately 56 hourly positions and 22 salaried positions
at this facility.   Subsequent to fiscal 1999, the Company negotiated an
agreement with the Graphics Communications Workers International Union, Local
458-3M concerning the discontinuance of the Chicago Litho operations at the
Company's Chicago Service Division facility, which is scheduled for closing in
the fourth quarter of fiscal 2000.

                                       6
<PAGE>

Item 2.  Properties
         ----------

  The following table sets forth certain information with respect to the
Company's headquarters and significant  manufacturing plants as of November 30,
1999.

<TABLE>
<CAPTION>
                                                       General               Approximate
Location                                              Character             Square Footage         Type of Interest
--------                                              ---------             --------------         ----------------
<S>                                               <C>                 <C>                         <C>
Alsip, Illinois (1)                                 Manufacturing               102,000                  Owned
Atlanta, Georgia (Headquarters)                         Office                   24,000                  Leased
Brookfield, Ohio (1)                                Manufacturing               130,000                  Leased
Chicago, Illinois (Kilbourn)                        Manufacturing               141,000                  Owned
Chicago, Illinois (Chicago Service) (1)             Manufacturing               271,000                  Owned
Cincinnati, Ohio                                    Manufacturing               467,000                  Leased
Dallas, Texas (Thompson)                            Manufacturing               110,000                  Owned
Dallas, Texas (Southwestern)                        Manufacturing                88,000                  Owned
Elizabeth, New Jersey                               Manufacturing               157,000                  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               108,000                  Leased
Homerville, Georgia                                 Manufacturing               395,000                  Owned
Memphis, Tennessee                                  Manufacturing                75,000                  Leased
Picayune, Mississippi                               Manufacturing                60,000                  Leased
Trenton, New Jersey (1)                             Manufacturing               105,000                  Leased
York, Pennsylvania                                  Manufacturing                97,000                  Owned
</TABLE>

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

  In June 1998, management approved a restructuring plan to close three
facilities as part of the Company's rationalization initiatives.  The facility
in Solon, Ohio was closed during the fourth quarter of fiscal 1998 and sold
during the second quarter of fiscal 1999.  The Elizabeth, New Jersey (Northeast
Tinplate) facility was closed during the second quarter of fiscal 1999 and
subleased for the remainder of the lease term.  The Dallas, Texas (Thompson)
facility is scheduled to close during the second quarter of fiscal 2000.  The
Company is actively marketing the Thompson facility for sale.

  Subsequent to the U.S. Can Acquisition in November 1998, the Company announced
its plan to close the acquired Brookfield, Ohio facility.  The Brookfield, Ohio
plant was closed during the second quarter of fiscal 1999 and  the Company is
actively seeking to sublease that facility.  The Company also announced plans to
close the Chicago Metal and Chicago Litho operations at the Chicago Service
Division facility in Chicago, Illinois, also acquired in the U.S. Can
Acquisition, and is currently evaluating disposition alternatives.  A third
acquired facility located in Alsip, Illinois, which was not operating at the
time of acquisition, is also being evaluated for disposition.

  On August 20, 1999, the Company sold and leased back its Cincinnati, Ohio
manufacturing facility.  The sales price was $10.4 million.  After deducting
closing costs of $0.6 million, the Company recorded a deferred gain on the sale
of $2.3 million, which will be amortized over the life of the lease.  The
amortization of the deferred gain recorded in earnings for the year ending
October 3, 1999 was $13 thousand.  The lease term is 20 years with annual lease
payments of approximately $1.1 million.  The lease has two 5-year renewal terms
that run consecutively after the basic term.  The lease is accounted for as an
operating lease for financial reporting purposes.

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

                                       7
<PAGE>

Item 3.  Legal Proceedings
         -----------------

  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 1999 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 3, 1999, there were 87 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, BT Alex.Brown (formerly
Bankers Trust Company) and Bank of 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 $8.7
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 $1.0 million of its common stock during fiscal 1999
under the Company's common stock repurchase program.

  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 sales price information for
the Common Stock for each quarter of fiscal 1998 and fiscal 1999.

  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.

                                       8
<PAGE>

<TABLE>
<CAPTION>
            Fiscal Quarter                                       High                       Low
            --------------                                       ----                       ---
         <S>                                                    <C>                        <C>
         First quarter, 1998                                    $25.63                     $18.75
         Second quarter, 1998                                   $26.25                     $20.13
         Third quarter, 1998                                    $26.94                     $19.00
         Fourth quarter, 1998                                   $23.13                     $12.38
         First quarter, 1999                                    $18.31                     $11.50
         Second quarter, 1999                                   $16.00                     $10.88
         Third quarter, 1999                                    $15.88                     $11.38
         Fourth quarter, 1999                                   $13.69                     $ 8.50
</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, 1999 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.

                                       9
<PAGE>

<TABLE>
<CAPTION>
                                                                               Fiscal Year Ended September 30, (1)
                                                                   ------------------------------------------------------------
                                                                   1999 (2)       1998       1997 (3)     1996 (4)       1995
                                                                   --------     --------     --------     --------     --------
Income Statement Data:
<S>                                                                <C>          <C>          <C>          <C>          <C>
NET SALES                                                          $467,099     $401,089     $402,150     $283,105     $247,480
                                                                   --------     --------     --------     --------     --------
COSTS, EXPENSES AND OTHER
  Cost of products sold (excluding depreciation
     and amortization)                                              404,492      336,588      341,406      236,741      208,091
  Depreciation and amortization                                      17,246       13,465       13,024        7,425        5,940
  Selling and administrative expense                                 19,678       22,748       19,651       14,589       10,335
  Restructuring and impairment Charge  (5) (6)                                    11,532                    12,860
  Interest expense, net                                              14,733       13,021       10,649        4,872        5,211
  Gain on curtailment of postretirement benefits                                  (1,861)      (5,828)
  AB Leasing fees, expenses and termination (7)                                                                           3,384
  Other, net                                                             33          127          998         (340)        (275)
                                                                   --------     --------     --------     --------     --------
   Total costs, expenses, and other                                 456,182      395,620      379,900      276,147      232,686


INCOME BEFORE INCOME TAXES, EXTRAORDINARY ITEM AND
   CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING                         10,917        5,469       22,250        6,958       14,794

   Provision for income taxes                                         5,290        2,789        9,146        3,239        6,021
                                                                   --------     --------     --------     --------     --------

INCOME BEFORE EXTRAORDINARY ITEM AND CUMULATIVE
   EFFECT OF CHANGE IN ACCOUNTING                                     5,627        2,680       13,104        3,719        8,773
                                                                   --------     --------     --------     --------     --------


   Extraordinary loss resulting from the extinguishment
     of debt, net of tax benefit  of $1,683 (8)                                                             (2,535)

INCOME BEFORE CUMULATIVE EFFECT OF CHANGE IN
   ACCOUNTING                                                         5,627        2,680       13,104        1,184        8,773
                                                                   --------     --------     --------     --------     --------


CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING FOR
  SYSTEMS DEVELOPMENT COSTS -
  Net of related tax benefit of $823 (9)                                          (1,161)
                                                                   --------     --------     --------     --------     --------

NET INCOME                                                         $  5,627     $  1,519     $ 13,104     $  1,184     $  8,773
                                                                   ========     ========     ========     ========     ========
BASIC EARNINGS PER COMMON SHARE DATA:
  Income before extraordinary item and accounting change           $   0.60     $   0.28     $   1.33     $   0.40     $   1.24
  Extraordinary item                                                                                         (0.27)
  Cumulative effect of change in accounting                                        (0.12)
                                                                   --------     --------     --------     --------     --------
  Net income                                                       $   0.60     $   0.16     $   1.33     $   0.13     $   1.24
                                                                   ========     ========     ========     ========     ========

DILUTED EARNINGS PER COMMON SHARE DATA:
  Income before extraordinary item and accounting change           $   0.60     $   0.27     $   1.31     $   0.40     $   1.23
  Extraordinary item                                                                                         (0.27)
  Cumulative effect of change in accounting                                        (0.12)
                                                                   --------     --------     --------     --------     --------
  Net Income                                                       $   0.60     $   0.15     $   1.31     $   0.13     $   1.23
                                                                   ========     ========     ========     ========     ========

WEIGHTED AVERAGE BASIC COMMON SHARES OUTSTANDING                      9,323        9,527        9,817        9,373        7,097
                                                                   ========     ========     ========     ========     ========

WEIGHTED AVERAGE DILUTED COMMON SHARES OUTSTANDING                    9,453        9,959        9,983        9,407        7,104
                                                                   ========     ========     ========     ========     ========
</TABLE>

                                       10
<PAGE>

<TABLE>
<CAPTION>
                                                           Fiscal Year Ended September 30, (1)
                                                    ------------------------------------------------
                                                      1999      1998      1997      1996      1995
                                                    --------  --------  --------  --------  --------
<S>                                                 <C>       <C>       <C>       <C>       <C>
Balance Sheet Data:
      Working capital                               $ 14,146  $    737  $  6,890  $ 22,280  $ 38,811
      Property, plant and equipment, net             144,716   133,960   123,617    94,800    67,668
      Total assets                                   362,023   313,711   316,377   245,133   167,958
      Long-term debt (including current              146,500   122,272   115,532    95,198    50,218
        Maturities)
      Stockholders' equity                            82,053    77,188    85,466    72,629    65,837
</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, 1999 include
     the results from the November 9, 1998 acquisition of substantially all of
     the assets of the material center service business of U.S. Can Company.

(3)  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.

(4)  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.

(5)  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.

(6)  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.

(7)  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.

(8)  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.

(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 1998
     year-to-date net earnings.

                                       11
<PAGE>

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.  Management believes that companies that have
managed sustained growth in these markets 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 $402.2 million in fiscal
1997 to approximately $467.1 million in fiscal 1999, primarily as a result of
the U.S. Can Acquisition during this period. The U.S. Can Acquisition has
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 has historically worked with other
companies to lower the overall cost of its steel purchases.  The Company intends
to pursue alternative strategies to lower raw material cost in fiscal 2000.
During fiscal 1999, the Company increased its purchases of tinplate and cold
rolled products from foreign sources, a practice the Company expects  to
continue during fiscal 2000.  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. Most tinplate, blackplate and cold rolled steel producers have announced
price increases effective January 1, 2000.  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.

  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 Company's objective is to improve margins by maximizing synergies
through employment of the Company's 3R strategic initiative to Rationalize,
Reengineer and Recapitalize acquired businesses and by capital investments.  The
Company's gross profit margin as a percentage of net sales declined to 13.4% in
fiscal 1999 from 16.1% in fiscal 1998.  The decline resulted primarily from
sales associated with the U.S. Can Acquisition where gross profit margins as a
percentage of net sales has historically been lower than the Company's existing
businesses, costs associated with the Company's rationalization initiatives and
costs associated with capital project implementations.

                                       12
<PAGE>

Results of Operations

Year ended September 30, 1999 (fiscal 1999) compared to year ended September 30,
1998 (fiscal 1998).

  Net Sales. Net sales for fiscal 1999 were $467.1 million, an increase of $66.0
million or 16.5% from  $401.1 million in fiscal 1998.   The increase in net
sales was primarily attributable to the fiscal 1999 U.S. Can Acquisition.  The
Company's net sales for fiscal 1999, excluding the effect of the U.S. Can
Acquisition, declined approximately 2.5% from fiscal 1998.

  Cost of Products Sold.  Cost of products sold (excluding depreciation and
amortization) in fiscal 1999 was $404.5 million, an increase of $67.9 million,
or 20.2%, from $336.6 million in fiscal 1998.  The increase is primarily
attributable to increased sales from the U.S. Can Acquisition, start-up costs of
new equipment and plant rationalization costs.   Cost of products sold as a
percent of sales increased to 86.6% in fiscal 1999 from 83.9% in fiscal 1998.
The increase is primarily attributable to the incremental sales from the U.S.
Can Acquisition where cost of products sold as a percent of sales has
historically been higher than the Company's existing operations, to start-up
costs for new equipment (particularly within the Company's material center
business) and to costs associated with the Company's rationalization initiatives
at can assembly operations, primarily in the Northeast and Southwest.   The
rationalization process for the Company's Northeast and Southwest facilities is
progressing at a slower rate than initially planned.  Ongoing delays in
construction, equipment relocations and the hiring and training of new employees
has contributed to the increase in costs and is expected to continue through the
first half of fiscal 2000.  The Company is focused on rationalizing these
facilities in the most cost effective manner possible; however, the
aforementioned delays coupled with production startup and efficiencies have
hampered this process.  These additional costs more than offset realized savings
resulting from the Company's purchasing initiatives.

  Income before Income Taxes, Extraordinary Item and Cumulative Effect of Change
in Accounting.  Income before income taxes, extraordinary item and cumulative
effect of change in accounting for fiscal 1999 was $10.9 million, an increase of
$5.4 million, from $5.5 million in fiscal 1998, when the Company recorded a
restructuring charge of $11.5 million. Fiscal 1999 income before income taxes,
extraordinary items and cumulative effect of change in accounting decreased by
$6.1 million from fiscal 1998, excluding the effect of the fiscal 1998
restructuring charge. This decrease resulted primarily from higher costs of
products sold (lower gross margins) as described above, higher interest expense,
and higher depreciation and amortization, partially offset by lower selling and
administrative expenses. Additionally, the Company recognized in fiscal 1998 a
$1.9 million gain on curtailment of postretirement benefits. Depreciation and
amortization increased from $13.5 million in fiscal 1998 to $17.2 million in
fiscal 1999 due the U.S. Can Acquisition and as a result of capital spending.
Selling and administrative expense of $19.7 million for fiscal 1999 decreased
from $22.7 million in fiscal 1998. Interest expense, net, increased to $14.7
million in fiscal 1999 from $13.0 million in fiscal 1998 primarily due to
increased borrowings under the Company's credit agreement to finance the U.S.
Can Acquisition and fund the Company's capital expenditure program. (See
Liquidity and Capital Resources).

  Net Income.  Net Income for fiscal 1999 was $5.6 million, an increase of $4.1
million from fiscal 1998.  The change results from the factors discussed above.


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 Company's
strategic initiative to lower operating costs and improve margins, and from a
more favorable pricing

                                       13
<PAGE>

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.

  Income before Income Taxes, Extraordinary Item and Cumulative Effect of Change
in Accounting. Income before income taxes, extraordinary items and cumulative
effect of change in accounting 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. 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.

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.

Liquidity and Capital Resources

  On November 2, 1998 the Company and its lenders executed an amendment to the
Company's 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 Bank of America (formerly NationsBank,
N.A.) from time to time or LIBOR plus an applicable rate spread, 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. The Credit Agreement expires June 17, 2002.

  Subsequent to fiscal 1999 year end, the Company and its lenders executed an
amendment to the Company's credit agreement which modifies the interest coverage
ratio. The Company is in compliance with all of the Credit Agreement covenants
at fiscal 1999 year end.

  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
101/4%, 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

                                       14
<PAGE>

Company's Credit Agreement. The Company completed the registration of its 101/4%
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.

  During fiscal 1999, net cash provided by operating activities was $24.5
million which was comprised primarily of net income ($5.6 million), depreciation
and amortization ($17.3 million) and deferred income taxes ($7.1 million).
Changes in assets and liabilities reduced net cash provided by operating
activities by $6.1 million.

  During fiscal 1998, net cash provided by operating activities was $25.6
million which was comprised primarily of net income ($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 1999, the Company used $46.5 million for investing activities.
The Company made $33.2 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.  The Company used $27.7
million for the U.S. Can Acquisition.

  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.

  During fiscal 1999, net cash provided by financing activities was $20.4
million.  Net borrowings under the Company's Credit Agreement were $24.9
million.  Net purchases of treasury stock were $.8 million.  Additionally,
unpresented bank drafts increased $2.9 million.

  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.

  Cash and cash equivalents were $2.3 million at the beginning of fiscal 1999,
and were $.7 million at the end of fiscal 1999.

  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.

  At October 3, 1999, the Company was restricted in its ability to pay dividends
and make other restricted payments in an amount greater than approximately $8.7
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.


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

                                       15
<PAGE>

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 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.

  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 Steering Committee identified those IT systems that were considered
mission critical to the business.  Of the identified mission critical systems,
the Company is currently instituting remediation through a global ERP software
implementation.  All other systems are presently being replaced or upgraded to
adequately address the Year 2000 issue.  Approximately 99% of the mission
critical systems have been remediated as of December 1, 1999.  The Company
anticipates that the remaining mission critical implementations, along with
other non-compliant systems will be completed by December 31, 1999. Critical
systems have been tested on an ongoing basis during the second half of calendar
1999 to ensure Year 2000 Compliance.

  During 1999, the Company has performed a comprehensive review and evaluation
of embedded systems within its manufacturing facilities.  This evaluation is
ongoing and is intended to inventory and evaluate embedded systems and their
Year 2000 compliance and associated risk.   Upgrades and replacements have been
performed as needed and incurred as a part of normal maintenance programs.
Associated costs were not significant.  The Company cannot fully eliminate the
potential impact on all embedded system non-compliance; however, at present the
overall risk appears to be low.

  The Company has communicated 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 completed the
majority of its efforts in this area by the end of fiscal 1999, leaving adequate
time to assess and correct any significant issues that may materialize.  As of
the end of fiscal 1999, the Company has incurred approximately $22 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
$3 - 5 million and is being funded through operating cash flows.  Of the total
project cost, approximately $23 - 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 and is not expected to have a material
effect on the results of operations during any quarterly or annual reporting
period.

                                       16
<PAGE>

  The Company's Year 2000 Steering Committee has developed contingency plans
intended to mitigate the possible disruptions that may result from the Year 2000
issue.  The company's contingency plans include the use of alternative suppliers
and other appropriate measures necessary to operate its factories. The Company
has made reasonable efforts to ensure key suppliers and customers have
instituted some measure of readiness and has requested and received written
response from each.  In key operating areas, the Company has conducted meetings
with suppliers to review Year 2000 plans and contingency options.  Based on the
Company's evaluation of supplier readiness, the Company does not believe stock
piling of raw materials or increases in inventory levels is necessary.  Internal
contingency plans provide the necessary readiness to address most supply chain,
manufacturing and delivery interruptions.  The Company has instituted a formal
communication network to handle all internal and external communications during
January 2000.  This network will provide on-call internal and external support
to effect timely remediation of Year 2000 issues.   The contingency plans and
the related cost estimates will be revised as additional information becomes
available or additional needs arise.

  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 issue compliance efforts will preclude a
Year 2000 issue or a series of issues outside its direct control from adversely
affecting its results of 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.


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.

                                       17
<PAGE>

Recent Accounting Pronouncements

  In fiscal 1999, the Company adopted the provisions of SFAS 131, "Disclosures
about Segments of an Enterprise and Related Information".  This statement
requires public companies to report financial and descriptive information about
their reportable operating segments.  The Company determined that it has a
single reportable segment.

  In June 1998, the FASB issued SFAS 133, "Accounting for Derivative Instruments
and Hedging Activities"  This statement, effective for the Company's quarter
beginning October 2, 2000, establishes accounting and reporting standards for
derivative instruments, including certain derivative instruments embedded in
other contracts and for hedging activities.  The statement requires the Company
to recognize all derivatives as either assets or liabilities in the balance
sheet and measure those instruments at fair value.  The Company has not
completed the process of evaluating the impact that will result from adopting
SFAS 133.  The Company is therefore unable to discuss the impact that adoption
of SFAS 133 will have on its financial position and results of operations when
the standard is adopted.

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, timing and cost of plant start-up and closure, 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.

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 an applicable spread percentage at the option of the Company.  The
interest rate spread over LIBOR is determined each quarter based on the ratio of
EBITDA to total debt.  At October 3, 1999 the applicable spread was 1.5%.  At
October 3, 1999, the Company had borrowings under the Credit Agreement of $46.5
million that were subject to interest rate risk.  Each 1.0% increase in interest
rates would impact pretax earnings by $0.5 million at the $46.5 million debt
level of October 3, 1999.

                                       18
<PAGE>

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


  See the attached Consolidated Financial Statements pages F-1 through F-28.


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 1999 Proxy Statement to be filed
  with the Commission.


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


  Incorporated by reference to the Company's 1999 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 1999 Proxy Statement to be filed
  with the Commission.


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

  Incorporated by reference to the Company's 1999 Proxy Statement to be filed
  with the Commission.


                                    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-28.
           (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 1999.

                                       19
<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 17, 1999
                              --------------------------

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 16, 1999.



<TABLE>
<CAPTION>
Signatures                                       Title
----------                                       -----
<S>                                              <C>

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

      /s/ John T. Stirrup                        President, Chief Operating Officer and Director
------------------------------------
          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 Officer)
          John M. Casey

       /s/ Kevin C. Kern                         Vice President and Corporate Controller
------------------------------------             (Principal Accounting Officer)
           Kevin C. Kern

    /s/ Jean-Pierre Ergas                        Non-executive Vice Chairman and Director
------------------------------------
        Jean-Pierre Ergas

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

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

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

      /s/ John W. Puth                           Director
------------------------------------
          John W. Puth
</TABLE>

                                       20
<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 October 3, 1999 and September 27, 1998
and the related consolidated statements of operations, stockholders' equity, and
cash flows for each of the three years in the period ended  October 3, 1999.
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 October 3, 1999
and September 27, 1998 and the results of its operations and its cash flows for
each of the three years in the period ended October 3, 1999 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.


Atlanta, Georgia
November 24, 1999

                                      F-1
<PAGE>

BWAY CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------


                                                                     October 3,    September 27,
ASSETS                                                                  1999           1998
<S>                                                                  <C>           <C>

CURRENT ASSETS:

  Cash and cash equivalents                                           $    696       $  2,303

  Accounts receivable, net of allowance for doubtful accounts
  of $506 and $533                                                      52,868         35,574

  Inventories, net                                                      49,031         39,723

  Current income taxes receivable                                        3,598          2,387

  Deferred tax asset                                                     4,612          4,251

  Assets held for sale                                                   4,818          5,377

  Other current assets                                                   2,803          1,712
                                                                      --------       --------

    Total current assets                                               118,426         91,327

PROPERTY, PLANT, AND EQUIPMENT - Net                                   144,716        133,960

OTHER ASSETS:

  Goodwill, net of accumulated amortization of $9,852 and $7,514        79,366         70,234

  Intangible assets, net                                                10,774         12,045

  Deferred financing costs, net of accumulated amortization
    of $1,995 and $1,247                                                 3,727          4,298

  Other assets                                                           5,014          1,847
                                                                      --------       --------

    Total other assets                                                  98,881         88,424
                                                                      --------       --------

                                                                      $362,023       $313,711
                                                                      ========       ========
</TABLE>

                                      F-2
<PAGE>

BWAY CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------


                                                                   October 3,    September 27,
LIABILITIES AND STOCKHOLDERS' EQUITY                                  1999           1998
<S>                                                                <C>           <C>

CURRENT LIABILITIES:
  Accounts payable                                                  $ 65,377       $ 57,095
  Accrued salaries and wages                                           9,104          9,740
  Accrued interest                                                     5,171          4,798
  Accrued rebates                                                      8,753          5,959
  Current maturities of long-term debt                                                  672
  Other current liabilities                                           15,875         12,326
                                                                    --------       --------

  Total current liabilities                                          104,280         90,590

LONG-TERM DEBT                                                       146,500        121,600

LONG-TERM LIABILITIES:
  Deferred income taxes                                               17,667         15,118
  Other                                                               11,523          9,215
                                                                    --------       --------

    Total long-term liabilities                                       29,190         24,333

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 shares                                                 99             99
  Additional paid-in capital                                          37,202         37,395
  Retained earnings                                                   55,819         50,192
                                                                    --------       --------
                                                                      93,120         87,686
  Less treasury stock, at cost, 541,978 and 490,384 shares            11,067         10,498
                                                                    --------       --------

    Total stockholders' equity                                        82,053         77,188
                                                                    --------       --------

                                                                    $362,023       $313,711
                                                                    ========       ========

</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
                                                                     ---------------------------------------------
                                                                       October 3,    September 27,   September 28,
                                                                          1999           1998            1997

<S>                                                                  <C>             <C>             <C>

NET SALES                                                            $  467,099      $  401,089      $  402,150

COSTS, EXPENSES, AND OTHER:
  Cost of products sold (excluding depreciation and amortization)       404,492         336,588         341,406
  Depreciation and amortization                                          17,246          13,465          13,024
  Selling and administrative expense                                     19,678          22,748          19,651
  Restructuring and impairment charge                                                    11,532
  Interest expense, net                                                  14,733          13,021          10,649
  Gain on curtailment of postretirement benefits                                         (1,861)         (5,828)
  Other, net                                                                 33             127             998
                                                                     ----------      ----------      ----------

    Total costs, expenses, and other                                    456,182         395,620         379,900
                                                                     ----------      ----------      ----------

INCOME BEFORE INCOME TAXES AND CUMULATIVE
  EFFECT OF CHANGE IN ACCOUNTING                                         10,917           5,469          22,250

PROVISION FOR INCOME TAXES                                                5,290           2,789           9,146
                                                                     ----------      ----------      ----------

INCOME BEFORE CUMULATIVE EFFECT OF
 CHANGE IN ACCOUNTING                                                     5,627           2,680          13,104

CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING
  FOR SYSTEMS DEVELOPMENT COSTS - Net of related tax
  benefit of $823                                                                        (1,161)
                                                                     ----------      ----------      ----------

NET INCOME                                                           $    5,627      $    1,519      $   13,104
                                                                     ==========      ==========      ==========

BASIC EARNINGS PER COMMON SHARE:
  Income before cumulative effect of change in accounting            $     0.60      $     0.28      $     1.33
  Cumulative effect of change in accounting                                               (0.12)
                                                                     ----------      ----------      ----------

    Net income                                                       $     0.60      $     0.16      $     1.33
                                                                     ==========      ==========      ==========

DILUTED EARNINGS PER COMMON SHARE:
  Income before cumulative effect of change in accounting            $     0.60      $     0.27      $     1.31
  Cumulative effect of change in accounting                                               (0.12)
                                                                     ----------      ----------      ----------

    Net income                                                       $     0.60      $     0.15      $     1.31
                                                                     ==========      ==========      ==========

WEIGHTED AVERAGE BASIC COMMON SHARES
  OUTSTANDING                                                         9,322,738       9,527,120       9,817,323
                                                                     ==========      ==========      ==========

WEIGHTED AVERAGE DILUTED COMMON SHARES
  OUTSTANDING                                                         9,452,757       9,958,537       9,982,574
                                                                     ==========      ==========      ==========
</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 - 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, net                                           (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, net                                          (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
  Net income                                                                                             5,627                5,627
  Purchase of treasury stock, net                                           (56)               (156)                 (662)     (818)
  Issuance of treasury stock for stock options exercised                      4                 (37)                   93        56
                                                              -----        ----    -----   --------   --------   --------   -------

BALANCE - October 3, 1999                                     9,851        (542)   $  99   $ 37,202   $ 55,819   $(11,067) $ 82,053
                                                              =====        ====    =====   ========   ========  =========  ========
</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
                                                                                   --------------------------------------------
                                                                                   October 3,     September 27,   September 28,
                                                                                     1999            1998            1997
<S>                                                                                <C>            <C>             <C>

OPERATING ACTIVITIES:
  Net income                                                                       $  5,627        $  1,519        $ 13,104
  Adjustments to reconcile net income to net cash provided
   by operating activities:
   Depreciation                                                                      13,355           9,880           8,860
   Amortization of goodwill and other intangibles                                     3,891           3,585           4,164
   Amortization of deferred financing costs                                             748             706             458
   Gain on curtailment of postretirement benefits                                                    (1,861)         (5,828)
   Cumulative effect of change in accounting principle (net)                                          1,161
   Provision for doubtful accounts                                                      (27)            (47)            190
   Restructuring and impairment charge                                                               11,532
   Loss (gain) on disposition of property, plant, and equipment                        (103)            (23)          1,397
   Deferred income taxes                                                              7,094           1,009           2,996
   Changes in assets and liabilities, net of effects of business acquisitions:
    Accounts receivable                                                              (5,484)          6,279           2,953
    Inventories                                                                      (5,098)          6,892          (1,088)
    Other assets                                                                     (1,553)          2,569           1,268
    Accounts payable                                                                  8,041          (9,051)         13,539
    Accrued liabilities                                                                (826)         (5,958)            249
    Income taxes, net                                                                (1,213)         (2,631)          2,851
                                                                                   --------        --------        --------

      Net cash provided by operating activities                                      24,452          25,561          45,113

INVESTING ACTIVITIES:
  Acquisitions, net of cash acquired                                                (27,892)            463         (41,619)
  Capital expenditures                                                              (33,230)        (33,826)        (22,961)
  Proceeds from disposition of property, plant, and equipment                        14,626             484
  Other                                                                                                                 302
                                                                                   --------        --------        --------

      Net cash used in investing activities                                         (46,495)        (32,879)        (64,278)

                                                                                                                   (Continued)
</TABLE>

                                      F-6
<PAGE>

BWAY CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------

                                                                                       Year Ended
                                                                        -------------------------------------------
                                                                         October 3,   September 27,   September 28,
                                                                            1999           1998            1997
<S>                                                                      <C>          <C>             <C>

FINANCING ACTIVITIES:
  Net borrowings (repayments) under bank revolving credit agreement      $ 24,900        $  8,100        $(80,293)
  Proceeds from issuance of Notes                                                                         100,000
  Repayments on long-term debt                                               (672)         (1,181)           (165)
  Increase (decrease) in unpresented bank drafts                           (2,853)         11,556           4,208
  Purchases of treasury stock, net                                           (818)        (11,117)         (1,147)
  Financing costs incurred                                                   (177)           (160)         (3,966)
  Issuance of treasury stock for options exercised                             56           1,049              50
                                                                         --------        --------        --------

    Net cash provided by financing activities                              20,436           8,247          18,687
                                                                         --------        --------        --------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                       (1,607)            929            (478)

CASH AND CASH EQUIVALENTS:
  Beginning of year                                                         2,303           1,374           1,852
                                                                         --------        --------        --------

  End of year                                                            $    696        $  2,303        $  1,374
                                                                         ========        ========        ========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
  Cash paid (refunded) during the year for:
   Interest                                                              $ 14,961        $ 13,981        $  5,666
                                                                         ========        ========        ========

   Income taxes                                                          $   (591)       $  4,412        $  4,774
                                                                         ========        ========        ========

  Details of businesses acquired were as follows:
   Fair value of assets acquired                                         $ 47,861        $               $ 61,259
   Liabilities assumed                                                    (19,969)                        (18,890)
   Long-term note issued                                                                                     (750)
   Working capital adjustments                                                                463
                                                                         --------        --------        --------

     Net cash paid for acquisitions                                      $ 27,892        $    463        $ 41,619
                                                                         ========        ========        ========

NONCASH INVESTING AND FINANCING ACTIVITIES:
  Amounts owed for capital expenditures                                  $    929        $  2,393        $  4,140
                                                                         ========        ========        ========

  Note receivable from sale of assets                                    $  2,440
                                                                         ========







  Common stock issued under employee savings plan                                                        $    830
                                                                                                         ========
</TABLE>
See notes to consolidated financial statements.

                                      F-7
<PAGE>

BWAY CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF OCTOBER 3, 1999 AND SEPTEMBER 27, 1998 AND
FOR EACH OF THE THREE YEARS IN THE PERIOD ENDED
OCTOBER 3, 1999
--------------------------------------------------------------------------------

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.

   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.

   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, per share and share data have been adjusted to give
   retroactive effect to the stock split for all periods presented.

   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.

   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 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

                                      F-8
<PAGE>

   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 1999,1998, and 1997, $0.6
   million, $1.5 million, and $.3 million of interest cost was capitalized,
   respectively.

   Computer Information Systems - Costs directly associated with the initial
   purchase, development, and implementation of computer information systems are
   capitalized and included in property, plant, and 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).  Goodwill is amortized on a
   straight-line basis over the estimated useful life (20 to 40 years).

   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 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 including interest charges.  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.

   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:

     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

                                      F-9
<PAGE>

     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.

   Accounting Change - On November 20, 1997, the Financial Accounting Standards
   Board's ("FASB") Emerging Issues Task Force ("EITF") issued a consensus on
   the accounting treatment of certain information systems and process
   reengineering costs.  The Company was involved in a business information
   systems and process reengineering project that was 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 - 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.

   Segments - In fiscal 1999, the Company adopted the provisions of SFAS 131,
   "Disclosures about Segments of an Enterprise and Related Information.  This
   statement requires public companies to report financial and descriptive
   information about their reportable operating segments.  The Company
   determined that it has a single reportable segment.

   New Accounting Pronouncement - In June 1998, the FASB issued SFAS 133,
   "Accounting for Derivative Instruments and Hedging Activities."  This
   statement, effective for the Company's quarter beginning October 2, 2000,
   establishes accounting and reporting standards for derivative instruments,
   including certain derivative instruments embedded in other contracts and for
   hedging activities.  The statement requires the Company to recognize all
   derivatives as either assets or liabilities in the balance sheet and measure
   those instruments at fair value.  The Company has not completed the process
   of evaluating the impact that will result from adopting SFAS 133.  The
   Company is therefore unable to discuss the impact that adoption of SFAS 133
   will have on its financial position and results of operations when the
   standard is adopted.

   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 financial statements and the reported amounts of revenues and expenses
   during the reporting period.  Actual results could differ from those
   estimates.

                                      F-10
<PAGE>

2. ACQUISITIONS

   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, a wholly owned subsidiary of Ball Corporation.  The
   assets consist 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.  The purchase method of accounting was used to establish and record
   a new cost basis for the assets acquired and liabilities assumed. The excess
   of the aggregate purchase price over the aggregate fair market value of net
   identifiable assets acquired was approximately $23 million.

   U. S. Can Metal Services Operations - On November 9, 1998, the Company
   acquired substantially all of the assets and assumed certain of the
   liabilities of the United States Can Company's metal services operations
   ("U.S. Can Metal Services"). The purchase price was approximately $27.7
   million in cash after adjustments for working capital. The acquisition
   included three operating plants and one non-operating plant.  The acquired
   facilities operated two different businesses, coating and lithography which
   is part of the Company's core business, and tinplate metal services which is
   not a business of the Company.  On November 17, 1998, the Company signed a
   binding letter of intent to sell the tinplate services business. Anticipating
   the sale of the tinplate metal services business, the Company closed the
   Brookfield, Ohio location in March, 1999 and closed the Chicago Metal
   location in September, 1999

   The purchase method of accounting was used to establish and record a new cost
   basis for the assets acquired and liabilities assumed, and an allocation of
   the purchase price was finalized at October 3, 1999.  The operating results
   for U.S. Can Metal Services have been included in the Company's consolidated
   financial statements since the date of acquisition except for the tinplate
   services business which was sold as described below.  As of October 3, 1999,
   the excess aggregate purchase price over the aggregate fair market value of
   net identifiable assets acquired was $10.8 million and is being amortized
   over 40 years.

   The Company completed the sale of the tinplate services business in the
   fourth quarter of fiscal 1999.  In connection with the sale, the Company
   received a note receivable recorded at $2.4 million.  No gain was recognized.
   The tinplate services business primarily purchased, processed and sold
   nonprime steel to third party customers. The Company excluded tinplate metal
   services business losses of $4.4 million, including interest expense of $0.7
   million, from results of operations for the year ended October 3, 1999.

   Management committed to a plan to exit certain activities of the acquired
   facilities and integrate acquired assets and businesses with BWAY facilities.
   In connection with the recording of the purchase, the Company established a
   reorganization liability of approximately $11 million.  The reorganization
   liability includes $1.8 million in severance, $5.5 million in facility
   closing costs, and $3.7 million in equipment demolition costs.  The
   reorganization liability represents the direct incremental costs expected to
   be incurred, which have no future economic benefit to the Company.

   During fiscal 1999, the Company has charged $0.4 million in severance, $2.9
   million in facility closing costs and $1.5 million in demolition costs.  In
   connection with the plant closures, the plan called for the termination of
   308 employees.  As of October 3, 1999, 191 employees have been terminated.
   The Company has one remaining facility scheduled to close in the fourth
   quarter of fiscal 2000.

                                      F-11
<PAGE>

   The reorganization liability, which is included in other current liabilities,
   at October 3, 1999 includes the following (in thousands):

   Facility closure costs                                  $2.6
   Severance and benefits costs                             1.3
   Demolition costs                                         2.3
                                                           ----
                                                           $6.2
                                                           ====

   The operating results for the U. S. Can Metal Services and Ball Aerosol
   acquisitions have been included in the Company's consolidated financial
   statements since the dates of acquisition.

   The following unaudited pro forma results assume the acquisitions of U.S. Can
   Metal Services, excluding tinplate services, and Ball Aerosol occurred at the
   beginning of the fiscal year ended October 3, 1999 and September 28, 1997,
   after giving affect to certain pro forma adjustments. The adjustments were
   made to reflect the goodwill amortization cost in excess of the net assets
   acquired, increased interest expense, and the estimated related income tax
   effects

(In thousands, except per share amounts)
                                                     Year Ended
                                   ---------------------------------------------
                                       October 3,   September 27,  September 28,
                                         1999           1998           1997
                                   (U. S. Can Metal
                                       Services)                  (Ball Aerosol)

Net sales                              $476,149       $401,089       $406,476
Net income                                5,374          1,519         13,202
Basic earnings per common share            0.58           0.16           1.34
Diluted earnings per common share          0.57           0.15           1.32


   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):

                                         October 3,    September 27,
                                           1999            1998

Inventories at FIFO cost:
  Raw materials                           $ 7,950         $ 6,555
  Work-in-progress                         30,543          22,695
  Finished goods                           10,538          10,696
                                          -------         -------
                                           49,031          39,946
LIFO reserve                                  546            (223)
Market reserve                               (546)
                                          -------         -------
Inventories, net                          $49,031         $39,723
                                          =======         =======


                                      F-12
<PAGE>

4. PROPERTY, PLANT, AND EQUIPMENT

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


                                                     October 3,    September 27,
                                                       1999            1998

Land                                                 $  1,649        $  2,979
Building and improvements                              12,631          16,202
Machinery and equipment                               131,283         107,041
Furniture, fixtures, and information technology        26,114          11,022
Construction-in-progress                               17,041          30,259
                                                     --------        --------
                                                      188,718         167,503
Less accumulated depreciation                         (44,002)        (33,543)
                                                     --------        --------

  Property, plant, and equipment - net               $144,716        $133,960
                                                     ========        ========


5. INTANGIBLE ASSETS

   Intangible assets consist of the following (in thousands):

                                                     October 3,    September 27,
                                                        1999           1998

Customer lists                                        $ 7,753         $ 7,486
Tradename                                               4,704           4,704
Noncompete agreements                                   4,509           4,494
                                                      -------         -------
                                                       16,966          16,684
Less accumulated amortization                          (6,192)         (4,639)
                                                      -------         -------

Intangible assets, net                                $10,774         $12,045
                                                      =======         =======

6. ACCOUNTS PAYABLE AND OTHER CURRENT LIABILITIES

   Included in accounts payable and accrued salaries and wages at October 3,
   1999 and September 27, 1998 are bank drafts issued and outstanding for which
   no rights of offset exist to cash and cash equivalents, as follows (in
   thousands):

                                                    October 3,    September 27,
                                                       1999           1998

Bank drafts issued and outstanding included in:
  Accounts payable                                    $20,464        $22,027
  Accrued salaries and wages                            1,136          2,426
                                                      -------        -------

Bank drafts                                           $21,600        $24,453
                                                      =======        =======

                                      F-13
<PAGE>

7. LONG-TERM DEBT

   Long-term debt consists of the following (in thousands):
<TABLE>
<CAPTION>

                                                                   October 3,  September 27,
                                                                     1999         1998
     <S>                                                           <C>         <C>
     Senior Subordinated Notes                                     $100,000       $100,000
     Credit Agreement                                                46,500         21,600
     Other borrowings                                                                  672
                                                                   --------       --------
                                                                    146,500        122,272
     Less current maturities of long-term debt                                         672
                                                                   --------       --------

     Long-term debt                                                $146,500       $121,600
                                                                   ========       ========

</TABLE>

   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 $8.7
   million at October 3, 1999.

   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.

                                      F-14
<PAGE>

   Credit Agreement

   In October 1997, the Company amended its Credit Agreement with Deutsche Bank
   (formerly Bankers Trust Company) and Bank of America (formerly NationsBank,
   N.A.) (the "Credit Agreement").  The amendment lowered the borrowing limit
   from $150 million to $100 million.  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.

   On November 2, 1998, the Company and its lenders executed another 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. The Credit Agreement
   currently allows the Company to borrow up to $125 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 Bank of
   America from time to time ("Prime") or LIBOR plus an applicable rate spread,
   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 7.2% at October 3, 1999, and 7.0% atSeptember 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 $8.7 million at October 3, 1999 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 October 3, 1999 are as follows
   (in thousands):

<TABLE>
<CAPTION>

     Fiscal Year
     <S>                                                        <C>

     2002                                                       $ 46,500
     Thereafter                                                  100,000
                                                                --------
                                                                $146,500
                                                                ========

</TABLE>
   The fair value of long-term debt at October 3, 1999 and September 27, 1998
   was estimated at $148.1 million and $126.6 million, respectively.

                                      F-15
<PAGE>

8. STOCKHOLDERS' EQUITY

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

<TABLE>
<CAPTION>

   (In thousands, except share and per share amounts)
                                                                         Year Ended
                                                         -------------------------------------------
                                                          October 3,  September 27,  September 28,
                                                             1999         1998           1997
<S>                                                       <C>         <C>            <C>

   Numerator for Basic and Diluted Earnings per Share:
   Income before Cumulative Effect of
     Change in Accounting                                  $    5,627     $    2,680     $   13,104
                                                           ==========     ==========     ==========
   Denominator:
   Denominator for basic earnings per share for
     income available to common stockholders                9,322,738      9,527,120      9,817,323
   Effect of Dilutive Stock Options                           130,019        431,417        165,251
                                                           ----------     ----------     ----------
   Denominator for diluted earnings per share for
     income available to common stockholders                9,452,757      9,958,537      9,982,574
                                                           ==========     ==========     ==========
   Earnings per Common Share:
   Basic                                                   $     0.60     $     0.28     $     1.33
                                                           ==========     ==========     ==========

   Diluted                                                 $     0.60     $     0.27     $     1.31
                                                           ==========     ==========     ==========

</TABLE>

   Stock Option Plans

   In June 1995, the Company adopted the Company's 1995 Long-Term Incentive Plan
   and the Formula Plan for Non-Employee Directors (the "Formula Plan") for
   certain directors, officers, employees, and consultants of the Company and
   its subsidiaries.  In February 1997, the Company 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.  In February 1998,
   the Company adopted the Second Amended and Restated 1995 Long-Term Incentive
   Plan (the "Amended Plan") which further increased the aggregate number of
   shares of common stock authorized for issuance thereunder from 1,125,000 to
   1,425,000. In February 1998, the Company adopted the third amendment and
   restatement of the Amended Plan (as so amended and restated, the "Current
   Plan") which further increased the aggregate number of shares of common stock
   authorized for issuance thereunder from 1,425,000 to 1,825,000.The options
   generally become exercisable in installments of 33% per year on each of the
   first through third anniversaries of the grant. The Current Plan will
   terminate on May 31, 2005 unless sooner terminated by the Board.  Termination
   of the Current Plan will not affect grants made prior to termination.  The
   Current Plan authorizes grants of stock options to participants from time to
   time as determined by the Management Resources, Nominating and Compensation
   Committee of the Board.  Options granted under the Current Plan may be
   incentive stock options as described in Section 422 of the Internal Revenue
   Code, non-qualified stock options, or a combination thereof.

                                      F-16
<PAGE>

   As of October 3, 1999, 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 52.33% in 1999,
   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 October
   3, 1999 and changes during fiscal 1997, 1998, and 1999 is presented below:

<TABLE>
<CAPTION>

                                                                             Weighted
                                                                              Average
                                                                             Exercise
    Fixed Options                                                  Shares      Price
    <S>                                                          <C>          <C>

    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
      Granted                                                       448,274     14.77
      Forfeited                                                     (36,752)    20.68
      Exercised                                                      (4,500)    12.67
                                                                 ----------

    Outstanding at October 3, 1999                                1,598,022     14.07
                                                                 ==========

    Exercisable at September 28, 1997                               368,100     10.99
                                                                 ==========

    Exercisable at September 27, 1998                               592,500     11.37
                                                                 ==========

    Exercisable at October 3, 1999                                  883,155     12.70
                                                                 ==========

    Weighted average grant date fair value of options granted
      during the year ended October 3, 1999                      $     8.51
                                                                 ==========

    Weighted average grant date fair value of options granted
      during the year ended September 27, 1998                   $    13.08
                                                                 ==========

    Weighted average grant date 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
   October 3, 1999:

<TABLE>
<CAPTION>
                          Weighted
                           Number        Average    Weighted      Number
                       Outstanding at   Remaining   Average   Exercisable at
       Range of          October 3,    Contractual  Exercise    October 3,
    Exercise Prices         1999          Life       Price         1999
    <S>                <C>             <C>          <C>       <C>

      $9.25 - 10.00         263,011          5.8    $ 9.67         259,344
      10.01 - 11.00          48,000          5.9     10.68          39,900
      11.01 - 12.00          26,700          7.0     11.67           2,100
      12.01 - 13.00         653,856          7.5     12.59         429,456
      13.01 - 14.00          14,042          9.5     13.26
      14.01 - 15.00          57,000          7.8     14.35          33,000
      16.01 - 17.00         233,072          9.1     16.50
      18.01 - 19.00          42,000          7.9     18.17          28,000
      19.01 - 20.00         215,100          7.2     19.38          72,376
      21.01 - 22.00          15,900          8.4     21.38           5,301
      26.01 - 26.50          29,341          6.9     26.50          13,678
                          ---------          ---    ------         -------

                          1,598,022          7.4    $14.07         883,155
                          =========          ===    ======         =======

</TABLE>


   The fair value of options granted during the years ended October 3, 1999,
   September 27, 1998, and September 28, 1997 was $3.8 million, $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 October 3, 1999 would have been reduced to the pro forma
   amounts indicated below:

<TABLE>
<CAPTION>


                                                             1999      1998      1997
<S>                                                         <C>      <C>       <C>
Net income (loss) to common shareholders (in thousands):
  As reported                                                $5,627   $1,519    $13,104
                                                             ======   ======    =======

  Pro forma                                                  $3,006   $ (289)   $12,316
                                                             ======   ======    =======

Net income per common and common equivalent share:
  Basic earnings per common share:
  As reported                                                $ 0.60   $ 0.16    $  1.33
                                                             ======   ======    =======
  Pro forma                                                  $ 0.32   $(0.03)   $  1.25
                                                             ======   ======    =======

  Diluted earnings per common share:
  As reported                                                $ 0.60   $ 0.15    $  1.31
                                                             ======   ======    =======
  Pro forma                                                  $ 0.32   $(0.03)   $  1.23
                                                             ======   ======    =======

</TABLE>

                                      F-18
<PAGE>

   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
   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.

                                      F-19
<PAGE>

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

<TABLE>
<CAPTION>

                                            October 3,   September 27,
                                               1999           1998
   <S>                                      <C>          <C>
   Deferred tax liabilities:
     Property, plant, and equipment            $24,561         $20,243
     Inventory                                   1,249
     Intangible assets                           1,372             802
     Other                                         626             657
                                               -------         -------
                                                27,808          21,702
   Deferred tax assets:
     Restructuring reserves                      4,369           3,327
     Employee benefits                           6,005           4,732
     Customer claims/rebates                     1,854             891
     Inventory                                                     475
     Accounts receivable                           221             186
     Other                                       2,304           1,224
                                               -------         -------
                                                14,753          10,835
                                               -------         -------

     Net deferred tax liability                $13,055         $10,867
                                               =======         =======

   Net current deferred tax asset              $(4,612)        $(4,251)
   Net noncurrent deferred tax liability        17,667          15,118
                                               -------         -------

                                               $13,055         $10,867
                                               =======         =======
</TABLE>
   The provision for income taxes is reconciled with the federal statutory rate
   as follows (dollars in thousands):

<TABLE>
<CAPTION>

                                              1999            1998            1997
                                        -------------- --------------- -----------------
                                        Amount     %    Amount     %     Amount     %
<S>                                     <C>      <C>    <C>      <C>    <C>       <C>

Income tax at federal statutory rate     $3,821  35.0%   $1,914  35.0%   $7,788   35.0%
State income taxes, net of federal
  income tax benefit                        382   3.5%      275   5.0%      549    2.5%
Nondeductible amortization of
  intangibles                               734   6.7%      600  11.0%      754    3.4%
Other                                       353   3.2%                       55    0.2%
                                         ------  ----    ------  ----    ------   ----
                                         $5,290  48.4%   $2,789  51.0%   $9,146   41.1%
                                         ======  ====    ======  ====    ======   ====

</TABLE>

                                      F-20
<PAGE>

   The components of the provision for income taxes are as follows (in
   thousands):

<TABLE>
<CAPTION>

                                  October 3,     September 27,  September 28,
                                     1999            1998           1997
    <S>                          <C>          <C>            <C>

    Current:
      Federal                       $(1,640)         $1,473        $ 9,569
      State                            (164)            307          1,449
    Deferred                          7,094           1,009         (1,872)
                                    -------          ------        -------
                                    $ 5,290          $2,789        $ 9,146
                                    =======          ======        =======

</TABLE>
   As of  October 3, 1999, the Company has recognized deferred tax benefits of
   $1.1 million related to alternative minimum tax carryforwards which have no
   expiration date.


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 $4.5 million (1999), $3.4 million (1998), and $4.2 million
   (1997).

   On August 20, 1999, the Company sold and leased back its Cincinnati
   manufacturing facility.  The sales price was $10.4 million.  After deducting
   closing costs of $0.6 million, the Company recorded a deferred gain on the
   sale of $2.3 million which will be amortized over the life of the lease.  The
   amortization of the deferred gain recorded in earnings for the year ending
   October 3, 1999 was $13,000. The lease term is 20 years with annual lease
   payments of approximately $1.1 million. The lease has two 5 year renewal
   terms that run consecutively after the basic term. The lease is accounted for
   as an operating lease for financial reporting purposes.

   At October 3, 1999, future minimum rental payments under noncancelable
   operating leases are as follows (in thousands):

<TABLE>
<CAPTION>

                                     Operating
    Fiscal Year                       Leases
    <S>                              <C>

    2000                               $ 5,339
    2001                                 4,822
    2002                                 4,187
    2003                                 3,127
    2004                                 2,929
    Thereafter                          18,289
                                       -------

      Total minimum lease payments     $38,693
                                       =======

</TABLE>

                                      F-21
<PAGE>

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 $1.3
    million (1999), $.9 million (1998), and $.7 million (1997).

    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. On July 29, 1999 the Company received approval to distribute the
    assets in the plan to the participants. Substantially all assets were
    distributed in November, 1999.

    The periodic net expense (income) is comprised of the following:

<TABLE>
<CAPTION>

                                                               Year Ended
                                                 ------------------------------------------
                                                  October 3,   September 27,   September 28,
                                                     1999           1998            1997
<S>                                               <C>          <C>             <C>

Service cost - benefits earned
  during the period                               $              $2,294,900       $  31,100
Interest cost on projected benefit obligation       307,500         284,100         191,300
Actual return on assets                            (158,400)       (261,400)       (399,800)
Net amortization and deferral                      (301,200)       (135,000)
                                                  ---------      ----------       ---------

  Net pension expense (income)                    $(152,100)     $2,182,600       $(177,400)
                                                  =========      ==========       =========
</TABLE>

                                      F-22
<PAGE>

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

<TABLE>
<CAPTION>

                                                                      Year Ended
                                                              ---------------------------
                                                               October 3,   September 27,
                                                                 1999           1998
   <S>                                                        <C>           <C>

   Actuarial present value of benefit obligations - Vested    $ 3,754,200     $ 4,439,100
                                                              ===========     ===========

   Accumulated benefit obligation                             $ 3,754,200     $ 4,439,100
                                                              ===========     ===========

     Fair value of plan assets                                $ 4,357,700     $ 5,077,100
     Projected benefit obligation                              (3,754,200)     (4,439,100)
                                                              -----------     -----------

     Funded status                                                603,500         638,000

   Unrecognized net gain                                         (470,300)       (656,900)
   Unrecognized prior service cost

   Prepaid (accrued) pension expense                          $   133,200     $   (18,900)
                                                              ===========     ===========

   The actuarial assumptions used were:
     Discount rate                                                   7.75%           7.00%
                                                              ===========     ===========

     Rate of increase in compensation levels                         0.00%           0.00%
                                                              ===========     ===========

     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 $.3 million for the year ended October 3, 1999,
   $.4 million for the year ended September 27, 1998, and $.7 million for the
   year ended September 28, 1997.

   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 eliminate unvested postretirement medical benefits provided by
   the Company which resulted in the recording of curtailment gains of
   approximately $1.9 million.

                                      F-23
<PAGE>

   As of October 3, 1999, 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.

<TABLE>
<CAPTION>
                                                               Year Ended
                                                      ----------------------------
                                                       October 3,    September 27,
                                                          1999            1998
   <S>                                                <C>            <C>

   Change in benefit obligation
   Benefit obligation at beginning of year            $ 5,899,329       7,562,173
   Service cost                                            29,319          29,319
   Interest cost                                          392,493         412,028
   Actuarial gain                                        (948,165)         95,074
   Curtailment gain                                                    (1,860,771)
   Benefits paid                                         (207,870)       (338,494)
                                                      ---------------------------
   Benefit obligation at end of year                  $ 5,165,106     $ 5,899,329
                                                      ===========================
   Change in plan assets
   Fair value of plan assets at beginning of year               -               -
   Actual return on plan assets                                 -               -
   Employer contribution                                  207,870         338,494
   Benefits paid                                         (207,870)       (338,494)
                                                      ---------------------------
   Fair value of plan assets at end of year           $         -     $         -
                                                      ===========================

   Funded status                                       (5,165,106)     (5,899,329)
   Unrecognized net actuarial loss                       (853,091)         95,074
                                                      ---------------------------
   Prepaid (accrued) benefit cost                     $(6,018,197)    $(5,804,255)
                                                      ===========================

   Weighted-average assumptions as of year end

   Discount rate                                             7.50%           6.75%
                                                      ===========================

</TABLE>


   For measurement purposes, a 10% annual rate of increase in the post 65 per
   capita cost of covered health care benefits and a 8.5% annual rate of
   increase in the pre 65 per capita cost of covered health care benefits were
   assumed for 1999 and 1998.  The rates were assumed to decrease by .5% per
   year to 5% and remain at that level thereafter.

                                      F-24
<PAGE>

<TABLE>
<CAPTION>
                                                                         Year Ended
                                                                  -------------------------
                                                                   October 3,  September 27,
                                                                      1999          1998
<S>                                                               <C>         <C>

Components of net periodic benefit cost
Service cost on benefits earned                                     $ 29,319         29,319
Interest cost on accumulated postretirement benefit obligation       392,493        412,028
                                                                    -----------------------
Net periodic benefit cost                                            421,812        441,347
Curtailment gain                                                           -     (1,860,771)
                                                                    -----------------------
Net effect charged to results from continuing operations            $421,812    $(1,419,424)
                                                                    =======================
</TABLE>

   Assumed health care cost trend rates have a significant effect on the amounts
   reported for the health care plans.  A one-percentage point change in assumed
   health care cost trends would have the following effects:

<TABLE>
<CAPTION>
                                                              Year Ended
                                                        --------------------------
                                                        October 3,   September 27,
                                                           1999           1998
<S>                                                     <C>          <C>

One-Percentage Point Increase:
Effect of Total Service and Interest Cost Components     $  56,215       $  62,974
Effect on postretirement benefit obligation                645,576         880,047

One-Percentage Point Decrease:
Effect of Total Service and Interest Cost Components       (32,313)        (51,175)
Effect on postretirement benefit obligation               (534,802)       (715,705)

</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 ended September 30,
    1999 with renewal options and carried a monthly lease payment of $52,547.
    The Company exercised the first five year option through September 30, 2004
    with a monthly lease payment of $56,391 beginning in fiscal year 2000.

13. RESTRUCTURING AND IMPAIRMENT CHARGE

    On June 3, 1998, the Board of Directors approved a restructuring plan to
    improve operating efficiencies.  The plan involves the rationalization of
    three existing facilities, the shift of related production to other
    facilities, and the elimination of an internal transportation department.
    The facilities closed in fiscal 1999 were Solon (Ohio) and Northeast Tin
    Plate (New Jersey).  The facility scheduled for closure in fiscal 2000 is
    Farmer's Branch (Texas).

    The 1998 restructuring and impairment charge totaled $11.5 million and
    consisted of the following:  $7.8 million related to the closure

                                      F-25
<PAGE>

    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.

    During fiscal 1998, the Company charged the restructuring reserve
    approximately $1.7 million for severance benefits, $6.6 million for other
    asset impairments and $.5 million for facility closing costs. In conjunction
    with the plant closures, the plan called for the termination of 234
    employees. As of October 3, 1999, 210 employees have been terminated. During
    fiscal 1999, the Company charged $.3 million in severance and $1.9 million
    in facility closing costs. The remaining balance in the 1998 restructuring
    liability is $.5 million at October 3, 1999.

    In connection with the fiscal 1999 acquisition of U.S. Can Metal Services,
    the Company provided a reserve for costs to exit the tinplate services
    business.  See Note 2.

14. ASSETS HELD FOR SALE

    In connection with the closure of the plants in 1998 and 1999, $3.4 million
    of real property is held for sale at October 3, 1999. This property includes
    $.6 million of land and $2.8 million of buildings. Additionally, the Company
    holds $1.4 million in equipment for sale at October 3, 1999.

    During the second quarter of fiscal 1999, the company sold the Solon, Ohio
    facility for $4.5 million resulting in a net gain of $.2 million.

    At September 27, 1998, $5.4 million of real property is held for sale.  This
    property included land of $.8 million and buildings of $4.6 million.

    In connection with the fiscal 1999 acquisition of U.S. Can Metal Services,
    the Company provided a reserve for costs to exit the tinplate services
    business.  See Note 2.

15. CONTINGENCIES

    Environmental

    The Company continues to monitor and evaluate on an ongoing and regular
    basis its compliance with applicable environmental laws and regulations.
    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 substantial compliance with all material
    federal, state, and local environmental requirements.

    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.

                                      F-26
<PAGE>

    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. On August 25, 1999, DNR signed a
    consent order that had been submitted by the Company and Owens-Illinois. The
    consent order establishes a schedule for completing such investigation and
    remediation by Owens-Illinois. Separately, the Company entered into a
    consent order with DNR on April 22, 1999, related to certain industrial
    wastewater and cooling water discharges that exceeded allowable limits. The
    Company anticipates capital expenditures of approximately $200,000 in fiscal
    2000 to comply with the consent order. 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 October 3, 1999, 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.

16. CUSTOMERS

    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 42% (1999), 36% (1998), and 38%
    (1997) of the Company's sales including sales to one customer of 8.5%
    (1999), 9.5% (1998), and 10% (1997).

    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.

    The Company sells its products and services primarily in North America. In
    fiscal 1999, 1998, and 1997, the Company's sales to customers located
    outside the United States were less than five percent of total net sales.
    The following is a summary of revenue for the Company's products and
    services:


                                               Year Ended
                                 -----------------------------------------
                                 October 3,    September 27,  September 28,
                                    1999           1998           1997

    General line containers       $326,970       $320,871       $337,806
    Food cans                       51,380         52,142         52,280
    Material center services        74,736          8,022
    Ammunition boxes                14,013         20,054         12,064
                                  --------       --------       --------

                                  $467,099       $401,089       $402,150
                                  ========       ========       ========


                                      F-27
<PAGE>

17. QUARTERLY INFORMATION (UNAUDITED) (In thousands, except per share data)

<TABLE>
<CAPTION>

                                              First     Second      Third       Fourth
Fiscal Year 1999:                            Quarter    Quarter    Quarter     Quarter
<S>                                         <C>        <C>        <C>         <C>

Net sales                                    $104,986   $121,536   $123,109    $117,468
                                             ========   ========   ========    ========

Gross profit (exclusive of depreciation
 and amortization)                           $ 15,685   $ 19,032   $ 16,252    $ 11,638
                                             ========   ========   ========    ========

Net income (loss)                            $  1,407   $  3,284   $  1,876    $   (940)
                                             ========   ========   ========    ========

Basic earnings (loss) per common share       $   0.15   $   0.35   $   0.20    $  (0.10)
                                             ========   ========   ========    ========

Diluted earnings (loss) per common share     $   0.15   $   0.35   $   0.20    $  (0.10)
                                             ========   ========   ========    ========


Fiscal Year 1998:

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 (loss)                            $  1,035   $  3,946   $ (4,026)   $    564
                                             ========   ========   ========    ========

Basic earnings (loss) per common share       $   0.11   $   0.42   $  (0.42)   $   0.05
                                             ========   ========   ========    ========

Diluted earnings (loss) per common share     $   0.10   $   0.40   $  (0.40)   $   0.05
                                             ========   ========   ========    ========

</TABLE>

                                      F-28
<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:                                        October 3,                    September 27,
                                                  1999                            1998
                                       ------------------------        -----------------------
<S>                                      <C>                             <C>
     Investments in subsidiaries                       $199,813                       $157,137
     Property, Plant and Equipment -
      net                                                20,430                          3,571
     Intercompany receivable                                                            35,304
     Other assets                                        13,239                          1,217
                                       ------------------------        -----------------------
                                                       $233,482                       $197,229
                                       ========================        =======================

LIABILITIES:
     Intercompany payable                              $  9,517
     Other liabilities                                   41,912                       $ 20,041
     Long Term Debt                                     100,000                        100,000
                                       ------------------------        -----------------------
                                                        151,429                        120,041
                                       ------------------------        -----------------------

STOCKHOLDERS' EQUITY:
     Common stock                                            99                             99
     Additional paid-in capital                          37,202                         37,395
     Retained earnings                                   55,819                         50,192
                                       ------------------------        -----------------------
                                                         93,120                         87,686
     Less treasury stock, at cost                       (11,067)                       (10,498)
                                       ------------------------        -----------------------
     Total stockholders' equity                          82,053                         77,188
                                                       $233,482                       $197,229
                                       ========================        =======================
</TABLE>

                                      S-2
<PAGE>

                 SCHEDULE I - CONDENSED FINANCIAL STATEMENTS OF
                                BWAY CORPORATION

                         CONDENSED STATEMENTS OF INCOME
                                 (In Thousands)



<TABLE>
<CAPTION>
                                                      October 3,           September          September 28,
                                                         1999                1998                 1997
                                                   ----------------       -------------      -----------------
<S>                                                  <C>                    <C>                <C>
Management fees charged to subsidiaries                    $      0            $  3,427                $ 1,545

Interest expense,net                                        (11,160)            (10,250)                (5,125)

Other income/(expense),net                                   (6,890)            (17,745)                   151
                                                   ----------------       -------------      -----------------

Income before income taxes and equity in
   undistributed earnings of subsidiaries                   (18,050)            (24,568)                (3,429)

Income tax (expense)/benefit                                 (8,747)            (12,530)                   695
                                                   ----------------       -------------      -----------------

Income before equity in undistributed earnings
   of subsidiaries                                           (9,303)            (12,038)                (4,124)

Equity in undistributed earnings of subsidiaries             14,930              14,718                 17,228

Cumulative effect of change in accounting for
  systems development costs - net of related tax
  benefit of $823                                                                (1,161)
                                                   ----------------       -------------      -----------------
Net income                                                 $  5,627            $  1,519                $13,104
                                                   ================       =============      =================
</TABLE>

                                      S-3
<PAGE>

                 SCHEDULE I - CONDENSED FINANCIAL STATEMENTS OF
                                BWAY CORPORATION

                       CONDENSED STATEMENTS OF CASH FLOWS
                                 (In Thousands)


<TABLE>
<CAPTION>
                                                                                  Year Ended
                                                            ----------------------------------------------------------
                                                                   October 3,      September 27,        September 28,
                                                                      1999             1998                 1997
                                                            -----------------    ----------------     ----------------
<S>                                                           <C>                  <C>                <C>
OPERATING ACTIVITIES:
Net income                                                           $  5,627          $  1,519           $ 13,104
Adjustments to reconcile net income to net cash provided by
    operating activities:
          Equity in undistributed earnings of
            subsidiaries                                              (14,930)          (14,718)           (17,228)

           Changes in assets and liabilities:
              Other assets                                             (4,542)           (1,037)                78
              Other liabilities                                        16,095            17,969                793
               Income tax receivable                                   (1,211)
               Intercompany payable                                    44,816             9,634             46,381
                                                              ----------------    ---------------     ---------------
               Net cash provided by operating activities               45,855            13,367             43,128
                                                              ----------------    ---------------     ---------------

INVESTING ACTIVITIES:
Acquisitions, net of cash acquired                                    (27,746)           (3,570)           (42,154)
Capital Expenditures                                                  (16,859)
                                                              ----------------    ---------------     ---------------
               Net cash used in investing activities                  (44,605)           (3,570)           (42,154)
                                                              ----------------    ---------------     ---------------

FINANCING ACTIVITIES:
Purchase of treasury stock                                               (818)           (9,563)            (1,147)
Other                                                                      56              (234)
                                                              ----------------    ---------------     ---------------
               Net cash used in financing activities                     (762)           (9,797)            (1,147)
                                                              ----------------    ---------------     ---------------

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                          488                 0               (173)

CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR                                0                 0                173
                                                              ----------------    ---------------     ---------------


CASH AND CASH EQUIVALENTS, END OF YEAR                               $    488          $      0           $      0
                                                              ================    ===============     ===============
</TABLE>

                                      S-4
<PAGE>

<TABLE>
<CAPTION>
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
                                                                               Year Ended
                                                            -----------------------------------------------------
                                                                 October 3,       September 28       September 28,
                                                                    1999              1998               1997
                                                            -----------------    -------------    ---------------
<S>                                                           <C>                  <C>              <C>
Cash paid (received) during the year for:
     Income taxes                                                     $(9,724)         $ 4,765             $  695
                                                            -----------------    -------------    ---------------

     Interest                                                         $11,033          $10,250             $5,125
                                                            -----------------    -------------    ---------------

NONCASH INVESTING AND FINANCING ACTIVITIES:
      Common stock issued under employee savings plan                                                      $  830
                                                                                                  ===============
</TABLE>

                                      S-5
<PAGE>

           SCHEDULE II - CONDENSED VALUATION AND QUALIFYING ACCOUNTS
                       BWAY CORPORATION AND SUBSIDIARIES
                                 (In Thousands)

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

Year ended September 28, 1997                         $390                $350                  $160(1)              $580

Year ended September 27, 1998                          580                  33                    80(1)               533

Year ended October 3, 1999                             533                  (3)                   24(1)               506


                                                                       Additions
                                                   Balance at          Charged to                                Balance at
                                                   Beginning           Costs and                                    End
Description                                        of Period           Expenses              Deductions          of Period
---------------------------------------         --------------      ---------------       ----------------     --------------
Restructuring Reserve:

Year ended September 28, 1997                            0                                                              0

Year ended September 27, 1998                            0              11,532                 8,822                2,710

Year ended October 3, 1999                           2,710                 154                 2,394                  470


                                                                       Additions
                                                   Balance at          Charged to                                Balance at
                                                   Beginning           Costs and                                    End
Description                                        of Period           Expenses              Deductions          of Period
---------------------------------------         --------------      ---------------       ----------------     --------------
Reorganization Reserve:

Year ended September 28, 1997                        4,781               4,600                 6,293                3,088

Year ended September 27, 1998                        3,088                                     1,184                1,904

Year ended October 3, 1999                           1,904              11,037                 6,524                6,417
____________
(1)  Deductions from the allowance for doubtful accounts represent the net write-off of uncollectable accounts
     receivable.
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                                      S-6
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                                       INDEX TO EXHIBITS
                       ------------------------------------------------
         Exhibit                 Description of Document
           No.
<S>                 <C>                                                                        <C>
                    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.                                                     (14)

                    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                         (11)
                         Company), and NationsBank, N.A.

                    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 101/4% Senior
                         Subordinated Notes (contained in Exhibit 4.3
                         as Exhibit A and B thereto, respectively)                              (6)

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<S>                 <C>                                                                        <C>
                    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.                            (6)
                         Inc., and NationsBanc Capital Markets, Inc.

                    4.9  Fourth Amendment To Credit Agreement dated
                         December 16, 1999 among BWAY Corporation, its
                         subsidiaries, BT Alex.Brown Incorporated
                         (formerly known as Bankers Trust Company) and
                         Bank of America (formerly known as
                         NationsBank, N.A.)                                                    (14)

                         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                           (1)
                         BSI

                   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)
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                                       2
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<S>                 <C>                                                                        <C>

                  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)

                  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 Shelby Distribution Park and Brockway
                         Standard, Inc., as amended December 26, 1996.                         (11)

                  10.15  Lease dated August 9, 1991 between DK
                         Containers, Inc. and Smith Barney Birtcher
                         Institutional Fund-I Limited Partnership and                           (1)
                         the First Amendment thereto

                  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                           (11)
                         Group, Inc.

                  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)
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<S>                 <C>                                                                        <C>

                  10.26  Employment Agreement between the Company and
                         James W. Milton, dated as of May 28, 1996 *                            (4)

                  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                              (5)
                         Corporation

                  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                               (6)
                         Capital Markets, Inc.

                  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)

                  10.37  Employment Agreement between the Company and
                         John T. Stirrup - Amendment No. 2*                                    (13)

                  10.38  Employment Agreement and Options Agreement
                         between the Company and Warren J. Hayford -
                         Omnibus Amendment*                                                    (14)

                  10.39  Employment Agreement between the Company and
                         Jean-Pierre M. Ergas, dated as of January 1,                          (14)
                         2000*

                  10.40  BWAY Corporation Third Amended and Restated
                         1995 Long-Term Incentive Plan                                         (14)
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                                       4
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<S>                 <C>                                                                        <C>

                  10.41  Lease Agreement dated August 20, 1999 between
                         CRICBW Anderson Trust and Milton Can Company                          (14)

                  10.42  Lease Agreement dated September 15, 1999
                         between Division Street Partners, L.P. and                            (14)
                         BSNJ

                   21.1  Subsidiaries of the Company

                   27.1  Financial Data Schedule
</TABLE>
____________________________
*     Management contract or compensatory plan or arrangement.
**    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).

(13) Incorporated by reference to the Company's Form 10-Q for the period ending
     July 4, 1999 (File No. 0-26178).

(14) Incorporated by reference to the Company's Form 10-K for the fiscal year
     ending October 3, 1999 (File No. 0-26178).

                                       5