<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 1, 2000
                                       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, 2000, the aggregate market value of the voting stock held by
non-affiliates of BWAY Corporation was approximately $26,972,273.

As of November 30, 2000, there were 9,221,318 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 19, 2001 for the Annual Meeting of Stockholders
to be held on February 21, 2001 are incorporated in Part III hereof by
reference.
<PAGE>

                                BWAY CORPORATION

                               TABLE OF CONTENTS


<TABLE>
<CAPTION>
PART I                                                                                            Page
                                                                                               ----------
<S>            <C>                                                                                 <C>
Item 1.        Business                                                                             1
Item 2.        Properties                                                                           6
Item 3.        Legal Proceedings                                                                    6
Item 4.        Submission of Matters to a Vote of Security Holders                                  6

PART II
Item 5.        Market for the Company's Common Equity and Related Stockholder Matters               7
Item 6.        Selected Financial Data                                                              7
Item 7.        Management's Discussion and Analysis of Financial Condition and Results of          10
               Operations
Item 7A.       Quantitative and Qualitative Disclosures about Market Risk                          14
Item 8.        Financial Statements and Supplementary Data                                         14
Item 9.        Changes in and Disagreements With Accountants on Accounting and                     14
               Financial Disclosure

PART III
Item 10.       Directors and Executive Officers of the Registrant                                  14
Item 11.       Executive Compensation                                                              15
Item 12.       Security Ownership of Certain Beneficial Owners and Management                      15
Item 13.       Certain Relationships and Related Transactions                                      15

PART IV
Item 14.       Exhibits, Financial Statement Schedules, and Reports on                             15
               Form 8-K
</TABLE>
                                      ii
<PAGE>

                       BWAY CORPORATION AND SUBSIDIARIES

                            FORM 10-K ANNUAL REPORT

                   FOR THE FISCAL YEAR ENDED OCTOBER 1, 2000


                                     PART I

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

General

  BWAY Corporation and its significant subsidiaries are leading developers,
manufacturers, and marketers of steel containers for the general line category
of the North American container industry.  The Company also provides to external
customers related material center services (coating, lithography, and metal
shearing) which exceed internal needs.  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.

  BWAY Corporation ("BWAY") is a holding company whose significant subsidiaries
are BWAY Manufacturing, Inc. ("BWAY Manufacturing") and Milton Can Company, Inc.
("MCC") (collectively the "Company"). Previously, BWAY's significant
subsidiaries also included Brockway Standard, Inc. ("BSI") and BMAT, Inc.
("BMAT").  In the fourth fiscal quarter of 2000, the Company simplified its
legal organizational structure and merged BSI and BMAT into Brockway Standard
(New Jersey), Inc., which was then renamed BWAY Manufacturing, Inc.

  In January 1989, the Company was formed to purchase the metal container
business of Owens-Illinois Corporation ("Owens-Illinois").  In June 1995, the
Company 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 F-1 through F-25.

  The metal container industry is currently divided into three product
categories: beverage, food and general line.  General line includes containers
used for packaging paint and related products, lubricants, cleaners, roof and
driveway sealants, and household and personal care aerosol products.  Management
estimates, based on 1999 industry data published by the Can Manufacturers
Institute, that 1999 industry shipments totaled approximately 102 billion units
to the beverage category, 32 billion units to the food category and 4 billion
units to the general line category.  Few companies compete in all three product
categories, and most of the companies that 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 and vegetable oil) 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 1999 and fiscal 2000.  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.

                                       1
<PAGE>

Recent Acquisition

  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, material center services,
which are part of the Company's core business, and tinplate metal services,
which are 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 during fiscal 2000.  Operating results for this
acquisition have been included in the Company's consolidated financial
statements since the date of acquisition.

  In November 1998, management committed to a plan to exit certain activities of
the acquired facilities and integrate acquired assets and businesses with other
Company facilities.  In connection with the recording of the purchase, the
Company established a reorganization liability of approximately $11 million.
For further information, see the "Acquisitions" note beginning on page F-9 in
the Notes to the Consolidated Financial Statements.

  In November 1998, the Company signed a binding letter of intent to sell the
acquired tinplate metal services business. The tinplate metal services business
primarily purchases, processes, and sells nonprime steel to third party
customers.  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 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 fiscal 1999.

  In the fourth quarter of fiscal 2000, the Company also closed the Chicago,
Illinois material center services operation and transferred the work to other
Company material center services facilities.

Products and Markets

  The Company participates in the general line 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.  In November 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 Company's percentage of net sales by
product lines for fiscal 2000, 1999, and 1998.  The Company's sales distribution
by product line has been affected to some extent by the U.S. Can Acquisition.

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

                                        Year Ended September 30,
                                      ----------------------------
     Product                           2000       1999       1998
     -------                           ----       ----       ----

     General Line Containers            73%        70%        80%
     Food Cans                           8%        11%        13%
     Material Center Services           16%        16%         2%
     Ammunition Boxes                    3%         3%         5%
                                       ---        ---        ---
         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

                                       2
<PAGE>

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 are typically used for
PVC pipe cleaner, PVC cement and rubber cement.  Cone top cans are typically
used for packaging specialty oils and automotive after-market products,
including brake fluid, gasoline additives and radiator flushes.  The Company
also produces various specialty containers.

  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 material center services (coating, lithography, and metal
shearing) for its can assembly facilities and for third party customers.

  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 33% of sales in fiscal 2000.  During fiscal 2000, sales to any
specific customer did not equal or exceed 10% of sales during the period.

                                       3
<PAGE>

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 increased its purchases of tinplate and cold rolled products from
foreign sources from fiscal 1998 to fiscal 1999 and from fiscal 1999 to fiscal
2000.  Tinplate consumers, such as the Company, 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 annually on January 1.  Most
tinplate, blackplate and cold rolled steel producers have announced price
increases effective January 1, 2001.  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.

  In addition to steel products, the Company purchases various coatings, inks,
and compounds used in the manufacturing process.  Management does not anticipate
any future shortages or supply problems based on historical availability and the
current number of suppliers.

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 continues to monitor and evaluate on an ongoing and regular basis
its compliance with applicable environmental laws and regulations.  Liabilities
for non-capital 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.

  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.  In
August 1999, DNR signed a consent order that had been submitted by the Company
and Owens-Illinois.  In January 2000, the Company and Owens-Illinois submitted
to DNR a report containing the results of their investigation of the facility.
The Company is awaiting a DNR review of the report.

  In addition, at Homerville, the Company entered into a consent order with DNR
in April 1999, related to certain industrial wastewater and cooling water
discharges that exceeded allowable limits.  The project related to the consent
order is substantially complete with expenditures to date of approximately $0.2
million.

  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

                                       4
<PAGE>

under CERCLA is retroactive, it is possible that in the future the Company may
incur liability with respect to other sites.

  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.

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 high quality products, the geographic
location of its facilities, which provide national coverage for most products to
most customers, and its commitment to strong customer relationships enable it to
compete effectively.

  Manufacturers of steel containers have historically faced competition from
other materials, primarily plastic, glass, aluminum and composite materials.
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 1, 2000, the Company employed approximately 1,565 hourly
employees and 389 salaried employees.  Of the 1,565 hourly employees, 1,005 are
non-union and the remaining 560 are covered by seven separate collective
bargaining agreements.  During fiscal 2000, total Company headcount decreased by
128 hourly and 94 salaried employees.  During the second quarter of fiscal 2000,
the Company terminated 89 employees and closed two administrative facilities.
The terminated employees primarily consisted of salaried employees and
terminations were generally completed by April 2000.  During the third quarter
of fiscal 2000, the Company ceased operations at the Chicago, Illinois
lithography facility.  This closing resulted in the elimination of approximately
69 hourly positions and 17 salaried positions at this facility.

  On August 31, 2000, the Company reached an agreement with the International
Union of Electronic, Electrical, Salaried Machine and Furniture Workers Local
729 at its Cincinnati, Ohio facility affecting approximately 140 employees.  The
contract is effective September 1, 2000 through August 31, 2003.  On October 15,
2000, the Company also reached an agreement with Local 458-3M of the Graphic
Communication Workers International Union at its Franklin Park, Illinois
facility affecting approximately 15 employees.  The new contract is effective
October 1, 2000 through October 31, 2003.

  The Company has a collective bargaining agreement with Local 14-M of the
Graphic Communication Workers International Union at its Trenton, New Jersey
facility that expires on March 31, 2001.  The agreement affects approximately 75
employees.

                                       5
<PAGE>

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

  The following table sets forth certain information with respect to the
Company's headquarters and significant manufacturing facilities as of November
30, 2000.
<TABLE>
<CAPTION>

                                                       General               Approximate
Location                                              Character             Square Footage        Type of Interest
--------                                          ------------------  --------------------------  ----------------
<S>                                               <C>                 <C>                         <C>
Atlanta, Georgia (Headquarters)                         Office                   24,000                  Leased
Chicago, Illinois (Kilbourn)                        Manufacturing               141,000                  Owned
Chicago, Illinois (Material Center Services)        Held For Sale               271,000                  Owned
Cincinnati, Ohio                                    Manufacturing               467,000                  Leased
Dallas, Texas (Thompson)                            Held For Sale               110,000                  Owned
Dallas, Texas (Southwestern)                        Manufacturing                88,000                  Owned
Elizabeth, New Jersey                               Manufacturing               211,000                  Leased
Elizabeth, New Jersey (Northeast Tinplate)            Subleased                  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                                 Manufacturing               105,000                  Leased
York, Pennsylvania                                  Manufacturing                97,000                  Owned
</TABLE>

  A non-operating facility located in Alsip, Illinois, which was acquired from
United States Can Company in fiscal 1999, was sold during the fourth quarter of
fiscal 2000.

  The Chicago, Illinois material center services facility and the Dallas, Texas
(Thompson) facility were closed during fiscal 2000.  The Company is actively
marketing these facilities for sale.

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


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.  No such currently pending proceedings 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 2000 to a vote
of security holders of the Company through the solicitation of proxies or
otherwise.

                                       6
<PAGE>

                                    PART II

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


  As of December 1, 2000, there were 86 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, Deutsche Bank, Bank of
America, 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 $3.9 million, and places certain restrictions on the Company with
regard to incurring additional indebtedness, other than certain specified
indebtedness.  Additionally, 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 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 $0.5 million of its common stock during fiscal 2000
under the Company's common stock repurchase program.

  The Company's common stock is 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 1999 and fiscal
2000.


         Fiscal Quarter                 High          Low
         --------------                ------        ------
         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
         First quarter, 2000           $ 9.69        $ 5.50
         Second quarter, 2000          $ 8.50        $ 3.81
         Third quarter, 2000           $ 8.44        $ 5.94
         Fourth quarter, 2000          $ 7.44        $ 4.38


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, 2000 have been derived from the
audited consolidated financial statements of the Company.  The results of
operations include the results of the U.S. Can Acquisition described under
"Business--Recent Acquisition" contained in Item 1 of this report and have been
included in the Company's consolidated financial statements from the date of the
acquisition. 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.

                                       7
<PAGE>

<TABLE>
<CAPTION>
                                                                                Fiscal Year Ended September 30, (1)
                                                                     -------------------------------------------------------------
                                                                       2000        1999 (2)      1998      1997 (3)       1996 (4)
                                                                     --------      --------    --------    --------       --------
<S>                                                                  <C>           <C>         <C>         <C>            <C>
Income Statement Data:
Net sales                                                            $460,568      $467,099    $401,089    $402,150       $283,105
                                                                     --------      --------    --------    --------       --------
Costs, expenses and other
  Cost of products sold (excluding depreciation and amortization)     403,627       404,492     336,588     341,406        236,741
  Depreciation and amortization (5)                                    22,412        17,246      13,465      13,024          7,425
  Selling and administrative expense                                   17,057        19,678      22,748      19,651         14,589
  Restructuring and impairment charge  (6)  (7)  (8)                    5,900             -      11,532           -         12,860
  Interest expense, net                                                16,657        14,733      13,021      10,649          4,872
  Gain on curtailment of postretirement benefits (9)                   (1,171)            -      (1,861)     (5,828)             -
  Other, net                                                             (662)           33         127         998           (340)
                                                                     --------      --------    --------    --------       --------
    Total costs, expenses, and other                                  463,820       456,182     395,620     379,900        276,147


Income (loss) before income taxes, extraordinary item and cumulative
  effect of change in accounting                                       (3,252)       10,917       5,469      22,250          6,958

   Provision (benefit) for income taxes                                  (334)        5,290       2,789       9,146          3,239
                                                                     --------      --------    --------    --------       --------

Income (loss) before extraordinary item and cumulative effect of
  change in accounting                                                 (2,918)        5,627       2,680      13,104          3,719
                                                                     --------      --------    --------    --------       --------

   Extraordinary loss resulting from the extinguishment of debt, net
    of tax benefit of $1,683 (10)                                           -             -           -           -         (2,535)


Income (loss) before cumulative effect of change in accounting         (2,918)        5,627       2,680      13,104          1,184
                                                                     --------      --------    --------    --------       --------

Cumulative effect of change in accounting for systems development
  cost, net of related tax benefit of $823 (11)                             -             -      (1,161)          -              -
                                                                     --------      --------    --------    --------       --------

Net income (loss)                                                    $ (2,918)     $  5,627    $  1,519    $ 13,104       $  1,184
                                                                     ========      ========    ========    ========       ========

Basic earnings (loss) per common share data:
  Income (loss) before extraordinary item and accounting change      $  (0.31)     $   0.60    $   0.28    $   1.33       $   0.40
  Extraordinary item (10)                                                   -             -           -           -          (0.27)
  Cumulative effect of change in accounting  (11)                           -             -       (0.12)          -
                                                                     --------      --------    --------   --------        --------
  Net income (loss)                                                  $  (0.31)     $   0.60    $   0.16    $   1.33       $   0.13
                                                                     ========      ========    ========   =========       ========

Diluted earnings (loss) per common share data:
  Income (loss) before extraordinary item and accounting change      $  (0.31)     $   0.60    $   0.27    $   1.31       $   0.40
  Extraordinary item (10)                                                   -             -           -           -          (0.27)
  Cumulative effect of change in accounting (11)                            -             -       (0.12)          -              -
                                                                     --------      --------    --------   --------        --------
  Net Income (loss)                                                  $  (0.31)     $   0.60    $   0.15    $   1.31       $   0.13
                                                                     ========      ========    ========   =========       ========

Weighted average basic common shares outstanding                        9,278         9,323       9,527       9,817          9,373
                                                                     ========      ========    ========   =========       ========

Weighted average diluted common shares outstanding                      9,278         9,453       9,959       9,983          9,407
                                                                     ========      ========    ========   =========       ========
</TABLE>
                                       8
<PAGE>

<TABLE>
<CAPTION>
                                                  Fiscal Year Ended September 30, (1)
                                         ---------------------------------------------------------
                                            2000        1999        1998        1997        1996
                                         ---------    --------    --------    --------    --------
<S>                                       <C>         <C>         <C>         <C>         <C>
Balance Sheet Data:
  Working capital                         $ 14,583    $ 14,146    $    737    $  6,890    $ 22,280
  Property, plant and equipment, net       133,870     144,716     133,960     123,617      94,800
  Total assets                             332,723     362,023     313,711     316,377     245,133
  Long-term debt (including current
     maturities)                           126,200     146,500     122,272     115,532      95,198
  Stockholders' equity                      78,961      82,053      77,188      85,466      72,629
</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)  Depreciation for fiscal 2000 includes an additional $2.5 million of
     depreciation related to shortened useful lives of certain computer systems.

(6)  In the second quarter of fiscal 2000, the Company recorded a restructuring
     and impairment charge related to the closing of two administrative offices,
     the termination of 89 employees, and the write-down of equipment held for
     disposal.  See the "Restructuring and Impairment Charge" note in the Notes
     to the Consolidated Financial Statements on page F-22 as set forth in Item
     8.

(7)  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 the "Restructuring and
     Impairment Charge" note in the Notes to the Consolidated Financial
     Statements on page F-22 as set forth in Item 8.

(8)  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.

(9)  The gains on curtailment of postretirement benefits resulted from a
     reduction in liability for future medical benefits of certain employees of
     the Cincinnati, Ohio facility.

(10) 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.

(11) 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 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.  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.

                                       9
<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 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 from material
center services. The packaging market in which the Company competes is generally
mature. During recent years, the industry has experienced slight volume declines
in certain product categories.

  Sales Growth

  The Company's net sales have grown from $401.1 million in fiscal 1998 to
$460.6 million in fiscal 2000. Sales growth is primarily due to the U.S. Can
Acquisition. Consistent with the industry, the Company has experienced slight
declines in certain of its product categories.

  Raw Materials

  Steel is the largest component of cost of sales for the Company's products and
is currently supplied by large domestic and foreign manufacturers. Steel prices
have historically been negotiated annually with changes effective January 1 and
have remained stable for the subsequent year. During fiscal 1999 and fiscal
2000, the Company increased its purchases of tinplate and cold rolled products
from foreign sources.

  Gross Profit Margins

  Continuous advances in manufacturing productivity and cost reduction are
critical to the industry and the Company's ability to improve gross profit
margins. The Company's objectives are to improve margins through the addition of
new business in the aerosol and general line categories, while improving
operating efficiencies and reducing manufacturing costs. The Company has
historically closed inefficient and redundant facilities and consolidated
business within remaining plants.

Results of Operations

Year ended October 1, 2000 (fiscal 2000) compared to year ended October 3, 1999
(fiscal 1999).

  Net Sales.  Net sales for fiscal 2000 were $460.6 million, a decrease of $6.5
million or 1.4% from $467.1 million in fiscal 1999. The decrease is primarily
due to the conversion of orders by a large customer from lithographic style cans
to plain style cans, which resulted in a $5.0 million decrease in sales, and to
slight volume declines in certain product categories, primarily in the paint
category.

  Cost of Products Sold.  Cost of products sold (excluding depreciation and
amortization) in fiscal 2000 was $403.6 million, a decrease of $0.9 million or
0.2% from $404.5 million in fiscal 1999. Cost of products sold as a percent of
sales increased to 87.6% in fiscal 2000 from 86.6% in fiscal 1999. The increase
as a percent of sales is primarily attributable to lower sales and weak
operating performance at certain of the Company's facilities.

  Depreciation and Amortization.  Depreciation and amortization increased to
$22.4 million in fiscal 2000 from $17.2 million in fiscal 1999. This increase
includes $2.5 million of depreciation related to shortened useful lives of
certain computer systems. The remaining $2.7 million increase in depreciation is
primarily due to capital expenditures.

                                       10
<PAGE>

  Selling and Administrative Expense.  Selling and administrative expense
decreased to $17.1 million in fiscal 2000 from $19.7 million for fiscal 1999,
primarily due to the elimination of costs from the Company's restructuring
during the second quarter of fiscal 2000, which is described below.

  Restructuring and Impairment Charge.  During the second quarter of fiscal
2000, the Company recorded a restructuring and impairment charge related to the
closing of two administrative offices, the termination of 89 employees, and the
write-down of equipment held for disposal.  The restructuring and impairment
charge totaled $5.9 million and consisted of the following:  $1.1 million
related to administrative office closings, $1.1 million related to severance,
$0.7 million related to contracts and other miscellaneous costs and $3.0 million
related to impairments of equipment held for disposal.  Both administrative
offices were closed and all 89 employees were terminated in the second quarter.

  Interest Expense, Net.  Interest expense, net, increased to $16.7 million in
fiscal 2000 from $14.7 million in fiscal 1999, primarily due to higher LIBOR
based interest rates and higher interest rate margins under the Company's Credit
Agreement.  The interest rate margin is determined on a quarterly basis based on
the Company's leverage ratio.  The Company paid a higher average margin rate in
fiscal 2000 compared to fiscal 1999 because of the Company's financial
performance.

  Gain on Curtailment of Postretirement Benefits.  The Company recognized a $1.2
million gain on curtailment of postretirement benefits in fiscal 2000.  The gain
resulted from a reduction in liability for future medical benefits of certain
employees of the Company's Cincinnati, Ohio facility.

  Income (Loss) Before Income Taxes and Cumulative Effect of Change in
Accounting.  Income (loss) before income taxes and cumulative effect of change
in accounting for fiscal 2000 was $(3.3) million, a decrease of $14.2 million
from $10.9 million in fiscal 1999.  The change results from the factors
described above.

  Provision (Benefit) For Income Taxes.  The provision (benefit) for income
taxes decreased to a benefit of $(0.3) million in fiscal 2000 from a provision
of $5.3 million in fiscal 1999.  The decrease is due to the decrease in income
(loss) before income taxes and cumulative effect of change in accounting as
described above.  For the reconciliation of the income tax rate with the federal
statutory rate, see the "Income Taxes" note in the Notes to the Consolidated
Financial Statements on page F-18 as set forth in Item 8.

  Net Income (Loss).  Net income (loss) for fiscal 2000 was $(2.9) million, a
decrease of $8.5 million from $5.6 million in fiscal 1999.  The change results
from the factors described above.

Year ended October 3, 1999 (fiscal 1999) compared to year ended September 27,
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
progressed at a slower rate than initially planned.  Ongoing delays in
construction, equipment relocations and the hiring and training of new employees
contributed to the increase in costs.  These additional costs more than offset
realized savings resulting from the Company's purchasing initiatives.

  Depreciation and Amortization.  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.

                                       11
<PAGE>

  Selling and Administrative Expense.  Selling and administrative expense of
$19.7 million for fiscal 1999 decreased from $22.7 million in fiscal 1998.

  Interest Expense, Net.  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.

  Gain on Curtailment of Postretirement Benefits.  The Company recognized a $1.9
million gain on curtailment of postretirement benefits in fiscal 1998.  The gain
resulted from a reduction in liability for future medical benefits of certain
employees of the Company's Cincinnati, Ohio facility.

  Income before Income Taxes and Cumulative Effect of Change in Accounting.
Income before income taxes 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.  In fiscal 1998, the Company recorded a restructuring charge of
$11.5 million (before taxes).  Excluding the effect of the fiscal 1998
restructuring charge, fiscal 1999 income before income taxes and cumulative
effect of change in accounting decreased by $6.1 million from fiscal 1998.
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.

  Provision For Income Taxes.  The provision for income taxes increased from
$2.8 million in fiscal 1998 to  $5.3 million in fiscal 1999.  The increase is
due to the increase in income before income taxes and cumulative effect of
change in accounting as described above.

  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 described 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

  The Company's cash requirements for operations and capital expenditures during
fiscal 2000 and fiscal 1999 were primarily financed through internally generated
cash flows and borrowings under the Company's Credit Agreement.  During fiscal
2000, cash and cash equivalents increased $0.3 million and net borrowings under
the Credit Agreement decreased by $20.3 million.

  As of October 1, 2000, the Company had borrowed $26.2 million of the $125
million borrowing limit.  However, the Credit Agreement covenants limit
borrowings to a maximum leverage ratio based on the Company's earnings before
interest, taxes, depreciation and amortization (EBITDA) and total debt.  As of
October 1, 2000, this covenant effectively limited the Company's available
Credit Agreement borrowings to a total of $81.4 million.

  The Company was not in compliance with one Credit Agreement covenant (interest
coverage ratio) at fiscal 2000 year-end.  Subsequent to fiscal 2000 year-end,
the Company and its lenders executed an amendment to the Credit Agreement that
modified the interest coverage ratio. As part of the Credit Agreement amendment,
the lenders provided the Company with a waiver for the fourth quarter violation.
In consideration for the amendment, the Company paid an amendment fee of
$250,000 and agreed to a 50 basis point increase in interest rate margins.

  Credit Agreement interest rates are based on interest rate margins for either
the prime rate (as periodically announced by Bank of America, N.A.) or LIBOR, at
the Company's option.  Interest rate margins are reset quarterly based on
financial performance during the preceding four quarters.

  During fiscal 2000, net cash provided by operating activities was $25.3
million, which was comprised primarily of net loss ($2.9 million), depreciation
and amortization ($22.4 million), the restructuring and impairment charge ($5.9
million), and reductions of accounts receivable, inventories and other assets
($15.0 million).  Net cash was primarily used to reduce accounts payable and
accrued liabilities ($14.9 million).

                                       12
<PAGE>

  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 2000, net cash used in investing activities was $8.5 million.
The Company used $10.9 million for capital expenditures in fiscal 2000.  The
Company received $2.4 million in proceeds from the disposition of property,
plant and equipment in fiscal 2000, primarily from the sale of the Alsip,
Illinois facility acquired in the U.S. Can Acquisition.

  During fiscal 1999, the Company used $46.5 million for investing activities.
The Company used $33.2 million for capital expenditures and $27.9 million for
the U.S. Can Acquisition, offset by $14.6 million provided from the disposition
of property, plant and equipment.

  During fiscal 2000, net cash used by financing activities was $16.6 million.
During fiscal 2000, net repayments under the Credit Agreement were $20.3
million.  Net cash provided by financing activities related primarily to an
increase in unpresented bank drafts of $4.5 million.  The Company also used cash
for the repurchase of its common stock on the open market of approximately $0.5
million in fiscal 2000.

  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 $0.8 million.  Additionally,
unpresented bank drafts increased $2.9 million.

  At October 1, 2000, the Company was restricted in its ability to pay dividends
and make other restricted payments in an amount greater than approximately $3.9
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 and borrowings
available under the Credit Agreement will provide it with sufficient liquidity
to meet its operating and capital expenditure needs in the next 12 months.

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.  Management
currently believes that inflation will not have a material adverse impact on the
Company.

Recent Accounting Pronouncements

  In June 1998, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") 133, "Accounting for
Derivative Instruments and Hedging Activities", which was amended in June 2000
by SFAS 138, "Accounting for Certain Derivative Instruments and Certain Hedging
Activities."  SFAS 133, as amended, requires the Company to recognize all
derivatives on the balance sheet at fair value.  Derivatives that are not hedged
must be adjusted to fair value through income.  If the derivative is a hedge,
changes in the fair value of the derivative are either offset against changes in
fair value of assets, liabilities or firm commitments through earnings or
recognized in other comprehensive income until the hedged item is recognized in
earnings.  The ineffective portion of the derivative's fair value is immediately
recognized in earnings.  The Company adopted SFAS 133, as amended, on October 2,
2000.  The adoption of these standards is not expected to have a material impact
on the Company's results of operations, financial position or cash flow.

  In 1999, the SEC issued Staff Accounting Bulletin ("SAB") No. 101, "Revenue
Recognition in Financial Statements."  The SAB provides guidance on the
recognition, presentation and disclosure of revenue in the financial statements
filed with the SEC.  Although SAB No. 101 does not change any existing standards
on revenue

                                       13
<PAGE>

recognition, it draws upon existing standards and explains how the SEC staff
applies these rules, by analogy, to other transactions that existing rules do
not specifically address. SAB No. 101, as amended by SAB No. 101B, must be
adopted no later than the fourth quarter of our fiscal year 2001. The Company is
in the process of assessing the impact of SAB No. 101 on its financial
statements; however, the adoption of SAB No. 101 is not expected to have a
material impact on the Company's results of operations or financial position.

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; 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; 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
the London InterBank Offered Rate ("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 earnings before interest, taxes, depreciation
and amortization ("EBITDA") to total debt.  At October 1, 2000 the applicable
spread was 1.5%, and the Company had borrowings under the Credit Agreement of
$26.2 million that were subject to interest rate risk.  Subsequent to year-end,
the Company amended the Credit Agreement as described in  "Liquidity and Capital
Resources" in Item 7.  Immediately after the amendment to the Credit Agreement
on November 8, 2000, the applicable spread increased to 2.0%.  Each 1.0
percentage point increase in interest rates would impact pretax earnings by $0.3
million at the $26.2 million debt level of October 1, 2000.


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


  See the attached Consolidated Financial Statements pages F-1 through F-25.


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


  Inapplicable.


                                    PART III

Item 10.  Directors and Executive Officers of the Registrant
          --------------------------------------------------

  Incorporated by reference to the Company's Proxy Statement for the 2001 Annual
  Meeting of Stockholders to be filed with the Commission.

                                       14
<PAGE>

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


  Incorporated by reference to the Company's Proxy Statement for the 2001 Annual
  Meeting of Stockholders to be filed with the Commission.


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

  Incorporated by reference to the Company's Proxy Statement for the 2001 Annual
  Meeting of Stockholders to be filed with the Commission.


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

  Incorporated by reference to the Company's Proxy Statement for the 2001 Annual
  Meeting of Stockholders to be filed with the Commission.


                                    PART IV

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

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

     (1) The Consolidated Financial Statements included in Item 8 hereof and set
         forth on pages F-1 through F-25.
     (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 2000.

                                       15
<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/ Jean-Pierre M. Ergas
                                     ------------------------
                                     Jean-Pierre M. Ergas
                                     Chairman of the Board and Chief Executive
                                     Officer

                                 Date December 22, 2000
                                     ------------------------
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 21, 2000.



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

/s/ Jean-Pierre M. Ergas                         Chairman of the Board, Chief Executive Officer and Director
------------------------------------             (Principal Executive Officer)
Jean-Pierre M. Ergas

/s/ Warren J. Hayford                            Non-Executive Vice Chairman of the Board and Director
------------------------------------
Warren J. Hayford

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

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

/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

/s/ John T. Stirrup                              Director
------------------------------------
John T. Stirrup
</TABLE>

                                       16
<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 1, 2000 and October 3, 1999 and
the related consolidated statements of operations, stockholders' equity, and
cash flows for each of the three years in the period ended October 1, 2000. 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 the financial statements and financial statement
schedules based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America.  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 1, 2000
and October 3, 1999, and the results of its operations and its cash flows for
each of the three years in the period ended October 1, 2000, in conformity with
accounting principles generally accepted in the United States of America.  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.


/s/ DELOITTE & TOUCHE LLP

Atlanta, Georgia
November 10, 2000

                                      F-1


<PAGE>

BWAY Corporation and Subsidiaries

Consolidated Balance Sheets
(In thousands, except share data)
--------------------------------------------------------------------------


October 1 and October 3                                   2000       1999
                                                      --------   --------

Assets
Current assets:
 Cash and equivalents                                 $    961   $    696
 Accounts receivable, net of allowance for
  doubtful accounts of $508 and $506                    44,083     52,868
 Inventories, net                                       45,522     49,031
 Current income taxes receivable                         3,048      3,598
 Deferred tax asset                                      8,988      4,612
 Assets held for sale                                    5,284      4,818
 Other                                                   1,823      2,803
-------------------------------------------------------------------------
   Total current assets                                109,709    118,426
Property and equipment, net                            133,870    144,716
Other assets:
 Goodwill, net of accumulated
  amortization of $12,166 and $9,852                    73,420     79,366
 Intangibles, net                                        9,216     10,774
 Deferred financing fees, net of accumulated
  amortization of $2,846 and $1,995                      3,189      3,727
 Other                                                   3,319      5,014
-------------------------------------------------------------------------
   Total other assets                                   89,144     98,881
-------------------------------------------------------------------------
     Total assets                                     $332,723   $362,023
-------------------------------------------------------------------------

Liabilities and stockholders' equity
Current liabilities:
 Accounts payable                                     $ 67,155   $ 65,377
 Accrued salaries and wages                              8,032      9,104
 Accrued interest                                        5,049      5,171
 Accrued rebates                                         5,029      8,753
 Other                                                   9,861     15,875
-------------------------------------------------------------------------
   Total current liabilities                            95,126    104,280
-------------------------------------------------------------------------
Long-term debt                                         126,200    146,500
Long-term liabilities:
 Deferred income taxes                                  22,044     17,667
 Other                                                  10,392     11,523
-------------------------------------------------------------------------
   Total other liabilities                              32,436     29,190
-------------------------------------------------------------------------
Commitments and contingencies
Stockholders' equity:
 Preferred stock, $.01 par value, shares
  authorized 5,000,000                                       -          -
 Common stock, $.01 par value, shares
  authorized 24,000,000;
   shares issued 9,851,002                                  99         99
 Additional paid-in capital                             36,760     37,202
Retained earnings                                       52,901     55,819
-------------------------------------------------------------------------
                                                        89,760     93,120
 Less:  Treasury stock, at cost, shares
  held 584,184 and 541,978                             (10,799)   (11,067)
-------------------------------------------------------------------------
   Total stockholders' equity                           78,961     82,053
-------------------------------------------------------------------------
     Total liabilities and stockholders'
      equity                                          $332,723   $362,023
-------------------------------------------------------------------------

See accompanying notes to consolidated financial statements.

                                      F-2
<PAGE>

BWAY Corporation and Subsidiaries

Consolidated Statements of Operations
(In thousands, except per share data)
-------------------------------------------------------------------------
Year Ended October 1, October 3 and
 September 27                                  2000       1999       1998
                                           --------   --------   --------

Net sales                                  $460,568   $467,099   $401,089
Costs, expenses and other:
 Cost of products sold (excluding
  depreciation and amortization)            403,627    404,492    336,588
 Depreciation and amortization               22,412     17,246     13,465
 Selling and administrative expense          17,057     19,678     22,748
 Restructuring and impairment charge          5,900          -     11,532
 Interest expense, net                       16,657     14,733     13,021
 Gain on curtailment of postretirement
  benefits                                   (1,171)         -     (1,861)
 Other, net                                    (662)        33        127
-------------------------------------------------------------------------
   Total costs, expenses and other          463,820    456,182    395,620
-------------------------------------------------------------------------
Income (loss) before income taxes and
 cumulative effect of change in accounting   (3,252)    10,917      5,469
Provision (benefit) for income taxes           (334)     5,290      2,789
-------------------------------------------------------------------------
Income (loss) before cumulative effect
 of change in accounting                     (2,918)     5,627      2,680
Cumulative effect of change in
 accounting for systems development
 costs, net of related tax benefit of
  $823                                            -          -     (1,161)
-------------------------------------------------------------------------
Net income (loss)                          $ (2,918)  $  5,627   $  1,519
-------------------------------------------------------------------------

Income (loss) per common share

Basic:
 Income (loss) before cumulative effect
  of change in accounting                  $  (0.31)  $   0.60   $   0.28
 Cumulative effect of change in
  accounting                                      -          -      (0.12)
-------------------------------------------------------------------------
   Net income (loss)                       $  (0.31)  $   0.60   $   0.16
-------------------------------------------------------------------------

Diluted:
 Income (loss) before cumulative effect
  of change in accounting                  $  (0.31)  $  0.60    $   0.27
 Cumulative effect of change in
  accounting                                      -         -       (0.12)
-------------------------------------------------------------------------
   Net income (loss)                       $  (0.31)  $  0.60    $   0.15
-------------------------------------------------------------------------

See accompanying notes to consolidated financial statements.

                                      F-3

<PAGE>

BWAY Corporation and Subsidiaries

Consolidated Statements of Stockholders' Equity
(In thousands)
===============================================================================

<TABLE>
<CAPTION>
Year Ended October 1, October 3 and September 27                             2000       1999       1998
                                                                             ----       ----       ----
<S>                                                                         <C>        <C>        <C>
Common stock and additional paid-in capital
  Balance, beginning of year                                                $ 37,301   $ 37,494   $ 37,728
  Tax benefit of stock options exercised                                           -          -        271
  Issuance of treasury stock for stock options exercised                           -        (37)      (505)
  Purchase of treasury stock, net                                                  -       (156)         -
  Issuance of treasury stock for employee profit sharing plan                   (442)         -          -
-------------------------------------------------------------------------------------------------------------
     Balance, end of year                                                     36,859     37,301     37,494
-------------------------------------------------------------------------------------------------------------

Retained earnings
  Balance, beginning of year                                                  55,819     50,192     48,673
  Net income (loss)                                                           (2,918)     5,627      1,519
-------------------------------------------------------------------------------------------------------------
     Balance, end of year                                                     52,901     55,819     50,192
-------------------------------------------------------------------------------------------------------------

Treasury stock, at cost
  Balance, beginning of year                                                 (11,067)   (10,498)      (935)
  Issuance of treasury stock for stock options exercised                           -         93      1,554
  Purchase of treasury stock, net                                               (471)      (662)   (11,117)
  Issuance of treasury stock for employee profit sharing plan                    739          -          -
-------------------------------------------------------------------------------------------------------------
     Balance, end of year                                                    (10,799)   (11,067)   (10,498)
-------------------------------------------------------------------------------------------------------------
        Total stockholders' equity                                          $ 78,961   $ 82,053   $ 77,188
-------------------------------------------------------------------------------------------------------------


Share Data

-------------------------------------------------------------------------------------------------------------
Common stock                                                                   9,851      9,851      9,851
-------------------------------------------------------------------------------------------------------------

Treasury stock
 Balance, beginning of year                                                     (542)      (490)       (52)
 Issuance of treasury stock for stock options exercised                            -          4         69
 Purchase of treasury stock, net                                                 (81)       (56)      (507)
 Issuance of treasury stock under employee profit sharing plan                    39          -          -
-------------------------------------------------------------------------------------------------------------
     Balance, end of year                                                       (584)      (542)      (490)
-------------------------------------------------------------------------------------------------------------
</TABLE>

See accompanying notes to consolidated financial statements.

                                      F-4
<PAGE>

BWAY Corporation and Subsidiaries

Consolidated Statements of Cash flows
(In thousands)
===============================================================================

<TABLE>
<CAPTION>

Year Ended October 1, October 3 and September 27                   2000       1999       1998
                                                                 --------   --------   --------
<S>                                                              <C>        <C>        <C>
Operating Activities
 Net income (loss)                                               $ (2,918)  $  5,627   $  1,519
 Adjustments to reconcile net income (loss) to net cash
 provided by operating activities:
   Depreciation                                                    18,540     13,355      9,880
   Amortization of goodwill and other intangibles                   3,872      3,891      3,585
   Amortization of deferred financing costs                           851        748        706
   Gain on curtailment of postretirement benefits                  (1,171)         -     (1,861)
   Cumulative effect of change in accounting principle, net             -          -      1,161
   Provision for doubtful accounts                                      2        (27)       (47)
   Restructuring and impairment charge                              5,900          -     11,532
   Gain on disposition of property, plant, and equipment             (429)      (103)       (23)
   Deferred income taxes                                                1      7,094      1,009
   Changes in assets and liabilities, net of effects
   of business acquisitions:
     Accounts receivable                                            8,783     (5,484)     6,279
     Inventories                                                    3,509     (5,098)     6,892
     Other assets                                                   2,674     (1,553)     2,569
     Accounts payable                                              (2,602)     8,041     (9,051)
     Accrued liabilities                                          (12,264)      (826)    (5,958)
     Income taxes, net                                                549     (1,213)    (2,631)
-----------------------------------------------------------------------------------------------
   Net cash provided by operations                                 25,297     24,452     25,561
-----------------------------------------------------------------------------------------------

Investing Activities
 Acquisitions, net of cash acquired                                     -    (27,892)       463
 Capital expenditures                                             (10,907)   (33,230)   (33,826)
 Proceeds from disposition of property, plant, and equipment        2,432     14,627        484
-----------------------------------------------------------------------------------------------
     Net cash used by investing activities                         (8,475)   (46,495)   (32,879)
-----------------------------------------------------------------------------------------------

Financing Activities
 Net borrowings (repayments) under bank
   revolving credit agreement                                     (20,300)    24,900      8,100
 Repayments on long-term debt                                           -       (672)    (1,181)
 Increase (decrease) in unpresented bank  drafts                    4,527     (2,853)    11,556
 Purchase of treasury stock, net                                     (471)      (818)   (11,117)
 Financing costs incurred                                            (313)      (177)      (160)
 Issuance of treasury stock for options exercised                       -         56      1,049
-----------------------------------------------------------------------------------------------
      Net cash provided (used) by financing activities            (16,557)    20,436      8,247
-----------------------------------------------------------------------------------------------
Net increase (decrease) in cash and equivalents                       265     (1,607)       929
Cash and equivalents, beginning of year                               696      2,303      1,374
-----------------------------------------------------------------------------------------------
Cash and equivalents, end of year                                $    961   $    696   $  2,303
-----------------------------------------------------------------------------------------------
</TABLE>

Continued...

                                      F-5
<PAGE>

BWAY Corporation and Subsidiaries

Consolidated Statements of Cash Flows
(In thousands)
================================================================================

<TABLE>
<CAPTION>
Year Ended October 1, October 3 and September 27           2000       1999       1998
                                                         --------   --------   --------
<S>                                                      <C>        <C>        <C>
Supplemental Disclosures of Cash Flow Information

Cash paid (refunded) during the period for:
----------------------------------------------------------------------------------------
 Interest                                               $ 16,206   $ 14,961   $ 13,981
----------------------------------------------------------------------------------------
 Income taxes                                               (885)      (591)     4,412
----------------------------------------------------------------------------------------

Details of business acquisitions:
----------------------------------------------------------------------------------------
     Fair value of assets acquired                             -     47,861          -
     Liabilities assumed                                       -    (19,969)         -
     Working capital adjustments                               -          -        463
----------------------------------------------------------------------------------------
       Net cash paid for acquisitions                          -     27,892        463
----------------------------------------------------------------------------------------

Noncash Investing and Financing Activities

----------------------------------------------------------------------------------------
Amounts owed for capital expenditures                   $    980   $    929   $  2,393
----------------------------------------------------------------------------------------
Notes receivable from sale of assets                           -      2,240          -
----------------------------------------------------------------------------------------
Treasury stock issued for employee savings plan              297          -          -
----------------------------------------------------------------------------------------
</TABLE>

See accompanying notes to consolidated financial statements.

                                      F-6

<PAGE>

BWAY Corporation and Subsidiaries


Notes to the Consolidated Financial Statements
--------------------------------------------------------------------------------


BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

   Business Operations - BWAY Corporation ("BWAY") is a holding company whose
   significant subsidiaries, BWAY Manufacturing, Inc. ("BWAY Manufacturing") and
   Milton Can Company, Inc. ("MCC") (collectively the "Company") manufacture
   and distribute metal containers and provide material center services in the
   United States and Canada. Previously, BWAY's significant subsidiaries also
   included Brockway Standard, Inc. ("BSI") and BMAT, Inc. ("BMAT"). In the
   fourth fiscal quarter of 2000, the Company simplified its legal
   organizational structure and merged BSI and BMAT into Brockway Standard (New
   Jersey), Inc., which was renamed BWAY Manufacturing, Inc.

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

   Fiscal Year - The Company's fiscal year is a 52- or 53- week fiscal period
   ending on the Sunday nearest to September 30.

   Cash and Cash Equivalents - 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 - The Company's property, plant, and equipment
   is recorded at cost and depreciated over the assets' estimated useful lives
   on a straight-line basis.  The Company periodically assesses the
   appropriateness of the remaining estimated useful lives of property, plant,
   and equipment.  The Company capitalizes expenditures for major renewals and
   replacements and charges against income expenditures for maintenance and
   repairs.  When the Company retires or otherwise disposes of property, plant,
   and equipment, the asset balances 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:
  ------------------------------------------------------------------------------
                                 Useful Life
                                 -----------
   Buildings and improvements    10-30 years
   Machinery and equipment        5-15 years
   Furniture and fixtures         5-7  years
   Computer systems               1-7  years
  ------------------------------------------------------------------------------

   Interest is capitalized in connection with the installation of major
   machinery and equipment acquisitions.  The capitalized interest is recorded
   as part of the cost of the related asset and is amortized over the asset's
   estimated useful life.  In fiscal 2000, 1999, and 1998, $0.4 million, $0.6
   million, and $1.5 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 when product is shipped
   to its customers.  Provisions for returns and allowances and customer rebates
   are provided for in the same period as the related revenues are recorded.

   Comprehensive Income - The Company follows the disclosure requirements of
   Statement of Financial Accounting Standard ("SFAS") 130, Reporting
   Comprehensive Income ("SFAS 130").  SFAS 130 requires the disclosure of total
   non-shareholder changes in equity and its components, which would include all
   changes in equity during a period except those resulting from investments by
   and distributions to shareholders.  The only component of other comprehensive
   income applicable to the

                                      F-7
<PAGE>

BWAY Corporation and Subsidiaries


Notes to the Consolidated Financial Statements (continued)
--------------------------------------------------------------------------------

   Company would be translation gains and losses on foreign currency. There were
   no material translation gains and losses on foreign currency during the
   fiscal years 1998, 1999 and 2000.

   Accrued Rebates - The Company enters into contractual agreements with its
   customers for rebates on certain products.  As sales occur, a provision for
   rebates is accrued on the balance sheet and is a charge against net sales.

   Income Taxes - The Company accounts for income taxes in accordance with
   Statement of Financial Accounting Standards ("SFAS") 109, Accounting for
   Income Taxes ("SFAS 109"). One of the requirements of SFAS 109 is 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 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 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.

   Stock Compensation - The Company accounts 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 management stock purchase plan.  Common stock
   equivalents represent the dilutive effect of the assumed exercise of the
   outstanding stock options.

   Recent Accounting Pronouncements - In June 1998, FASB issued SFAS 133,
   Accounting for Derivative Instruments and Hedging Activities, as amended in
   June 2000 by SFAS 138, Accounting for Certain Derivative Instruments and
   Certain Hedging Activities.  SFAS 133, as amended, requires the Company to
   recognize all derivatives on the balance sheet at fair value.  Derivatives
   that are not hedges must be adjusted to fair value through income.  If the
   derivative is a hedge, changes in the fair value of the derivative are either
   offset against changes in the fair value of assets, liabilities or firm
   commitments through earnings or recognized in other comprehensive income
   until the hedged item is recognized in earnings.  The ineffective portion of
   the derivative's fair value is immediately recognized in earnings.  The
   Company will adopt SFAS 133, as amended, on October 2, 2000.  The adoption of
   these standards will not have a material impact on the Company's consolidated
   results of operation, financial position or cash flow.

                                      F-8
<PAGE>

BWAY Corporation and Subsidiaries


Notes to the Consolidated Financial Statements (continued)
--------------------------------------------------------------------------------

   In 1999, the SEC issued Staff Accounting Bulletin ("SAB") No. 101, Revenue
   Recognition in Financial Statements.  The SAB provides guidance on the
   recognition, presentation and disclosure of revenue in financial statements
   filed with the SEC.  Although SAB No. 101 does not change any existing
   standards on revenue recognition, it draws upon existing standards and
   explains how the SEC staff applies these rules, by analogy, to other
   transactions that existing rules do not specifically address.  SAB No. 101,
   as amended by SAB No. 101B, must be adopted no later than the fourth quarter
   of our fiscal year 2001.  The Company is in the process of assessing the
   impact of SAB No. 101 on its financial statements; however, the adoption of
   SAB No. 101 is not expected to have a material impact on the results of
   operations or financial position.

   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.

ACQUISITIONS

   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 during fiscal 2000.  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 1, 2000,
   the excess aggregate purchase price over the aggregate fair market value of
   net identifiable assets acquired was $8.6 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 is 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 $11.0 million.  The reorganization
   liability included $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.

   Details of the U.S. Can Metal Services purchase accounting liability are as
   follows:

--------------------------------------------------------------------------------
(In millions)

                              Equipment
                              Demolition               Facility
                                Costs      Severance   Closure    Total
                                -----      ---------   -------    -----
Balance September 27, 1998     $  --         $  --      $  --     $  --
Liability recorded               3.7           1.8        5.5      11.0
Expenditures                    (1.4)         (0.5)      (2.9)     (4.8)
-----------------------------------------------------------------------
Balance October 3, 1999          2.3           1.3        2.6       6.2
Expenditures                    (1.2)         (1.1)      (1.4)     (3.7)
-----------------------------------------------------------------------
Balance October 1, 2000        $ 1.1         $ 0.2      $ 1.2     $ 2.5
-----------------------------------------------------------------------

--------------------------------------------------------------------------------

                                      F-9
<PAGE>

BWAY Corporation and Subsidiaries


Notes to the Consolidated Financial Statements (continued)
--------------------------------------------------------------------------------

   In connection with the plant closures, the plan called for the termination of
   308 employees.  The Company terminated 191 employees in fiscal 1999 and the
   remaining 117 employees in fiscal 2000. Additionally, the remaining operating
   facility was closed in the fourth quarter of fiscal 2000 according to the
   reorganization exit plan.

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

   The following unaudited pro forma results assumes the acquisition of U.S. Can
   Metal Services, excluding tinplate services, occurred at the beginning of the
   fiscal year ended October 3, 1999, 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 and September 27

                         1999       1998
                         ----       ----
   Net sales           $476,149   $401,089
   Net income             5,374      1,519
   Earnings per
    common share:
      Basic                0.58       0.16
      Diluted              0.57       0.15
--------------------------------------------------------------------------------

   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.

                                      F-10
<PAGE>

BWAY Corporation and Subsidiaries


Notes to the Consolidated Financial Statements (continued)
--------------------------------------------------------------------------------

INVENTORIES

     Inventories consist of the following:

--------------------------------------------------------------------------------
 (In thousands)

 October 1 and October 3

                                     2000        1999
                                     ----        ----

 Inventories at FIFO cost:
   Raw materials                   $  6,033    $  7,950
   Work-in-progress                  30,415      30,543
   Finished goods                     9,074      10,538
                                   --------    --------
                                     45,522      49,031
 LIFO reserve                           161         546
 Market reserve                        (161)       (546)
                                   --------    --------
    Inventories, net               $ 45,522    $ 49,031
                                   ========    ========

--------------------------------------------------------------------------------

PROPERTY, PLANT, AND EQUIPMENT

     Property, plant, and equipment consist of the following:

--------------------------------------------------------------------------------
 (In thousands)

 October 1 and October 3

                                             2000        1999
                                             ----        ----

 Land                                     $  1,695    $  1,649
 Building and improvements                  13,358      12,631
 Machinery and equipment                   144,183     131,283
 Furniture, fixtures and
    information technology                  27,684      26,114
 Construction-in-progress                    8,435      17,041
                                          --------    --------
                                           195,355     188,718
 Less accumulated depreciation             (61,485)    (44,002)
                                          --------    --------
   Property, plant, and
    equipment, net                        $133,870    $144,716
                                          ========    ========

--------------------------------------------------------------------------------

                                      F-11
<PAGE>

BWAY Corporation and Subsidiaries

Notes to the Consolidated Financial Statements (continued)
--------------------------------------------------------------------------------

INTANGIBLE ASSETS

     Intangible assets consist of the following:

--------------------------------------------------------------------------------
 (In thousands)

 October 1 and October 3
                                      2000       1999
                                      ----       ----

 Customer lists                     $ 7,753    $ 7,753
 Tradename                            4,704      4,704
 Noncompete agreements                4,509      4,509
                                    -------    -------
                                     16,966     16,966
 Less accumulated amortization       (7,750)    (6,192)
                                    -------    -------

 Intangible assets, net             $ 9,216    $10,774
                                    =======    =======

--------------------------------------------------------------------------------

ACCOUNTS PAYABLE AND OTHER CURRENT LIABILITIES

     Included in accounts payable and accrued salaries and wages at October 1,
     2000 and October 3, 1999 are bank drafts issued and outstanding for which
     no rights of offset exist to cash and cash equivalents, as follows:

--------------------------------------------------------------------------------
 (In thousands)

 October 1 and October 3
                                      2000       1999
                                      ----       ----

 Bank drafts issued and
 outstanding included in:
  Accounts payable                 $ 24,793   $ 20,464
  Accrued salaries and wages          1,334      1,136
                                   --------   --------
    Bank drafts                    $ 26,127   $ 21,600
                                   ========   ========

--------------------------------------------------------------------------------

 LONG-TERM DEBT

     Long-term debt consists of the following:

--------------------------------------------------------------------------------
 (In thousands)

 October 1 and October 3
                                   2000       1999
                                   ----       ----

 Senior subordinated notes      $100,000   $100,000
 Credit agreement                 26,200     46,500
                                --------   --------
    Long-term debt              $126,200   $146,500
                                ========   ========

--------------------------------------------------------------------------------

                                      F-12
<PAGE>

BWAY Corporation and Subsidiaries


Notes to the Consolidated Financial Statements (continued)
--------------------------------------------------------------------------------

   Senior Subordinated Notes

   The Company has $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).  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' covenants, the
   Company is restricted in its ability to pay shareholder dividends and other
   restricted payments in an amount greater than $3.9 million at October 1,
   2000.

   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 one subsidiary that is
   inconsequential. Separate financial statements of the subsidiary guarantors
   are not presented because management has determined them to be immaterial to
   investors.

   Credit Agreement

   On November 2, 1998, the Company and its lenders amended the Credit Agreement
   modifying certain restrictive covenants and providing 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 periodically announced by Bank of America ("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 was 8.1% at October 1,
   2000 and 7.2% at October 3, 1999.  Loans under the Credit Agreement are
   unsecured and can be prepaid at the option of the Company without premium or
   penalty.  The credit agreement expires June 17, 2002.

   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.  On November 8,
   2000, the Company and its lenders amended the Credit Agreement modifying
   certain restrictive covenants. The amendment provides for the payment of up-
   front fees of $250,000 and a 50 basis point increase in the interest rate
   margin. As part of the November 8, 2000 amendment, the lenders provided a
   waiver to the Company for a covenant violation related to the interest
   coverage ratio for the quarter ended October 1, 2000.

   BWAY is restricted in its ability to pay shareholder dividends and other
   restricted payments in an amount greater than approximately $3.9 million at
   October 1, 2000 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 1, 2000 are as follows:

   -----------------------------------------------------------------------------
   (In thousands)


    2002                $  26,200
    Thereafter            100,000
                        ---------
                        $ 126,200
                        =========

   -----------------------------------------------------------------------------

                                      F-13
<PAGE>

BWAY Corporation and Subsidiaries


Notes to the Consolidated Financial Statements (continued)
--------------------------------------------------------------------------------


   The fair value of long-term debt at October 1, 2000 and October 3, 1999 was
   estimated at $121.4 million and $148.1 million, respectively.

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:

--------------------------------------------------------------------------------
 (In thousands, except per share amounts)
 Year Ended October 1, October 3 and September 27

                                          2000      1999     1998
                                          ----      ----     ----
 Calculation of Basic Earnings
  (Loss) Per Share:
 ----------------------------------------------------------------
 Net income (loss) before
  cumulative effect of change
  in accounting                        $(2,918)   $5,627   $2,680
 Weighted average number of
  common shares outstanding              9,278     9,323    9,527
 ----------------------------------------------------------------
 Basic Earnings (Loss) Per Share       $ (0.31)   $ 0.60   $ 0.28
 ----------------------------------------------------------------

 Calculation of Diluted Earnings
  (Loss) Per Share:
 ----------------------------------------------------------------
 Net income (loss) before
  cumulative effect of change
  in accounting                        $(2,918)   $5,627   $2,680
 Weighted average number of
  common shares outstanding              9,278     9,323    9,527
 Effect of dilutive stock options           --       130      432
 ----------------------------------------------------------------
 Weighted average number of
  common shares outstanding
  assuming dilution                      9,278     9,453    9,959
 ----------------------------------------------------------------
 Diluted Earnings (Loss) Per Share     $ (0.31)   $ 0.60   $ 0.27
 ----------------------------------------------------------------

--------------------------------------------------------------------------------

   Approximately 20,000 common stock equivalents are excluded from the fiscal
   2000 diluted loss per common share calculation because such are anti-
   dilutive.

   Stock Option Plans

   In February 1998, the Company adopted the Second Amended and Restated 1995
   Long-Term Incentive Plan, which increased the aggregate number of shares of
   common stock authorized for issuance thereunder from 1,125,000 to 1,425,000.
   In February 1999, the Company adopted the Third Amended and Restated 1995
   Long-Term Incentive Plan, which increased the aggregate number of shares of
   common stock authorized for issuance thereunder from 1,425,000 to 1,825,000.
   In February 2000, the Company adopted the Fourth Amendment and Restatement of
   the 1995 Long-Term Incentive Plan (the "Current Plan"), which increased the
   aggregate number of shares of common stock authorized for issuance thereunder
   from 1,825,000 to 2,425,000.  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 Board's
   Management Resources, Nominating and Compensation Committee.  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.

   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:

                                      F-14
<PAGE>

BWAY Corporation and Subsidiaries


Notes to the Consolidated Financial Statements (continued)
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
 Year Ended October 1, October 3 and September 27

                            2000   1999  1998
                            ----   ----  ----

 Expected dividends         0.0%   0.0%   0.0%
 Expected volatility       51.8%  52.3%  37.7%
 Risk-free interest         6.0%   6.6%   6.6%
 Expected lives (years)     6.9    6.0    6.0

--------------------------------------------------------------------------------

                                      F-15
<PAGE>

BWAY Corporation and Subsidiaries

Notes to the Consolidated Financial Statements (continued)
--------------------------------------------------------------------------------

   A summary of the status of the Company's stock option plans as of October 1,
   2000 and changes during fiscal 1998, 1999 and 2000 is presented below:

--------------------------------------------------------------------------------

                                                   Weighted
                                                   Average
                                                   Exercise
Fixed Options                            Shares     Price
-------------                            ------     -----

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
 Granted                                334,041       6.16
 Forfeited                             (161,288)     15.86
                                     ----------

Outstanding at October 1, 2000        1,770,775      12.42
                                     ==========

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

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

 October 1, 2000                      1,068,490      13.34
                                     ==========


Weighted-average grant date fair
 value of options granted during
 the year ended:

   September 27, 1998                $    13.08
                                     ==========

   October 3, 1999                   $     8.51
                                     ==========

   October 1, 2000                   $     4.04
                                     ==========

--------------------------------------------------------------------------------

                                      F-16
<PAGE>

BWAY Corporation and Subsidiaries

Notes to the Consolidated Financial Statements (continued)
--------------------------------------------------------------------------------

   The following table summarizes information about stock options outstanding:

--------------------------------------------------------------------------------
October 1, 2000

                                   Weighted
                                    Average     Weighted
                      Number       Remaining     Average      Number
    Range of        of Options    Contractual   Exercise    of Options
Exercise Prices     Outstanding      Life         Price     Exercisable
---------------     -----------      ----         -----     -----------
$ 5.01 -  6.00        232,273         9.2       $ 5.99              --
  6.01 -  7.00         75,000         9.5         6.73              --
  9.01 - 10.00        260,011         4.2         9.67         259,567
 10.01 - 12.00         74,700         5.2        11.03          52,200
 12.01 - 13.00        645,234         6.0        12.59         450,234
 13.01 - 15.00         58,588         6.5        14.23          55,516
 16.01 - 17.00        196,413         7.7        16.50          71,983
 17.01 - 19.00         40,500         6.4        18.17          40,500
 19.01 - 20.00        157,947         5.8        19.38         115,016
 20.01 - 26.50         30,109         5.0        25.47          23,474
                    ---------         ---       ------       ---------
                    1,770,755         6.5       $12.42       1,068,490
                    =========         ===       ======       =========
--------------------------------------------------------------------------------

   The fair value of options granted during the years ended October 1, 2000,
   October 3, 1999, and September 27, 1998, was $1.3 million, $3.8 million, and
   $4.4 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 (loss) and earnings (loss) per share for each of the
   three years in the period ended October 1, 2000 would have been reduced
   (increased) to the pro forma amounts indicated below:

--------------------------------------------------------------------------------
(In thousands, except per share amounts)
Year Ended October 1, October 3 and September 27

                                         2000      1999     1998
                                         ----      ----     ----

Net income (loss):
 As reported                           $(2,918)   $5,627   $1,519
 Pro forma                              (5,811)    3,006     (289)

Basic earnings (loss) per share:
 As reported                           $ (0.31)   $ 0.60   $ 0.16
 Pro forma                               (0.63)     0.32    (0.03)

Diluted earnings (loss) per share:
 As reported                           $ (0.31)   $ 0.60   $ 0.15
 Pro forma                               (0.63)     0.32    (0.03)
--------------------------------------------------------------------------------


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.

                                      F-17
<PAGE>

BWAY Corporation and Subsidiaries

Notes to the Consolidated Financial Statements (continued)
------------------------------------------------------------------------------


   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.

INCOME TAXES

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

   Components of net deferred tax liability are as follows:

-------------------------------------------------------------------------------
(In thousands)

October 1 and October 3

                                         2000             1999
                                         ----             ----
Deferred tax liabilities:
  Property, plant, and equipment       $25,875          $24,561
  Inventory                              1,405            1,249
  Intangible assets                      1,843            1,372
  Other                                    634              626
---------------------------------------------------------------
                                        29,757           27,808
---------------------------------------------------------------

Deferred tax assets:
  Restructuring reserves                 2,158            4,369
  Employee benefits                      5,917            6,005
  Customer claims/rebates                1,647            1,854
  Net operating loss carryforward        5,033               --
  Accounts receivable                      256              221
  Other                                  1,690            2,304
---------------------------------------------------------------
                                        16,701           14,753
---------------------------------------------------------------
    Net deferred tax liability         $13,056          $13,055
---------------------------------------------------------------

Net current deferred tax asset         $(8,988)         $(4,612)
Net noncurrent deferred tax liability   22,044           17,667
---------------------------------------------------------------
                                       $13,056          $13,055
---------------------------------------------------------------

-------------------------------------------------------------------------------
   The provision for income taxes is reconciled with the federal statutory rate
    as follows:

--------------------------------------------------------------------------------
(In thousands)

October 1, October 3 and September 27

                                     2000               1999             1998
-------------------------------------------------------------------------------
                             Amount       %      Amount     %     Amount    %
-------------------------------------------------------------------------------
Income tax at federal
  statutory rate            $(1,190)   (35.0)%  $ 3,821   35.0%  $ 1,914  35.0%
State income taxes, net of
  federal tax benefit          (119)   ( 3.5)%      382    3.5%      275   5.0%
Nondeductible intangible
  amortization                  671     19.7%       734    6.7%      600  11.0%
Other                           304      6.4%       353    3.2%       --    --
-------------------------------------------------------------------------------
                            $  (334)   (12.4)%  $ 5,290   48.4%  $ 2,789  51.0%
-------------------------------------------------------------------------------

--------------------------------------------------------------------------------

                                      F-18
<PAGE>

BWAY Corporation and Subsidiaries

Notes to the Consolidated Financial Statements (continued)
--------------------------------------------------------------------------------

   The components of the provision for income taxes are as follows:

--------------------------------------------------------------------------------
(In thousands)

October 1, October 3 and September 27

              2000      1999      1998
              ----      ----      ----
Current:
 Federal     $(303)   $(1,640)   $1,473
 State         (32)      (164)      307
Deferred         1      7,094     1,009
---------------------------------------
             $(334)   $ 5,290    $2,789
---------------------------------------
--------------------------------------------------------------------------------

   As of October 1, 2000, the Company has recognized deferred tax benefits of
   $5.0 million related to net operating loss carryforwards which expire in 2015
   and $1.2 million related to alternative minimum tax carryforwards that have
   no expiration date.

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 $6.2 million (2000), $4.5 million (1999), and $3.4 million
   (1998).

   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 that is amortized over the life of the lease. The
   amortization of the deferred gain recorded in earnings was $0.1 million and
   $13 thousand for fiscal 2000 and 1999, respectively. The lease term is 20
   years with annual lease payments of approximately $1.1 million. The lease has
   two five-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 1, 2000, future minimum rental payments under non-cancelable
   operating leases are as follows:

   -----------------------------------------------------------------------------
   (In thousands)

                                   Operating
   Fiscal Year                   Lease Payment
   -----------                   -------------

   2001                             $ 5,995
   2002                               5,319
   2003                               4,132
   2004                               3,720
   2005                               2,517
   Thereafter                        18,279
                                    -------

     Total minimum lease payments   $39,962
                                    =======
   -----------------------------------------------------------------------------

PROFIT SHARING AND PENSION PLANS


   The Company has qualified profit sharing and savings plans for specified
   employees.  These plans are defined contribution plans that 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 $1.5 million (2000), $1.3
   million (1999) and $0.9 million (1998).

   The Company has a noncontributory defined benefit pension plan covering a
   majority of its salaried employees at its Elizabeth, New Jersey facility. 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.

                                      F-19
<PAGE>

BWAY Corporation and Subsidiaries

Notes to the Consolidated Financial Statements (continued)
--------------------------------------------------------------------------------


   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.  All plan assets were distributed in
   fiscal 2000.

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

--------------------------------------------------------------------------------

October 1, October 3 and September 27

                                     2000        1999          1998
                                     ----        ----          ----
Service cost--benefits
 earned during the period         $     --    $      --    $2,294,000
Interest cost on projected
 benefit obligation                 72,500      307,500       284,100
Actual return on assets            (97,800)    (158,400)     (261,400)
Net amortization and deferral         (600)    (301,200)     (135,000)
---------------------------------------------------------------------
 Net pension expense(income)      $(25,900)   $(152,100)   $2,181,700
---------------------------------------------------------------------
--------------------------------------------------------------------------------

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

   -----------------------------------------------------------------------------

   Year Ended October 3

                                            1999
                                            ----

   Accumulated benefit obligation       $ 3,754,200
   ------------------------------------------------

   Fair value of plan assets            $ 4,357,700
   Projected benefit obligation          (3,754,200)
   ------------------------------------------------
    Funded status                           603,500

   Unrecognized net gain                   (470,300)
   Unrecognized prior service cost               --
   ------------------------------------------------
    Prepaid pension expense             $   133,200
   ------------------------------------------------

   Actuarial assumptions:
   ------------------------------------------------
    Discount rate                             7.75%
   ------------------------------------------------
    Rate of increase in compensation levels   0.00%
   ------------------------------------------------
    Expected return on assets                 9.00%
   ------------------------------------------------

--------------------------------------------------------------------------------

   Most of the Company's union employees at its Elizabeth, New Jersey facility
   are covered under multi-employer defined benefit plans administered by the
   union. Total contributions charged to expense for such plans were $0.3
   million in fiscal 2000, $0.3 million in fiscal 1999 and $0.4 million in
   fiscal 1998.

   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 resulting in the recording of curtailment gains of approximately
   $1.2 million in fiscal 2000 and $1.9 million in fiscal 1998.

   As of October 1, 2000, in accordance with the terms of the remaining two
   applicable collective bargaining agreements, the Company continues to offer
   postretirement medical coverage to certain union employees who retire from
   employment with MCC.

                                      F-20
<PAGE>

BWAY Corporation and Subsidiaries

Notes to the Consolidated Financial Statements (continued)
--------------------------------------------------------------------------------

The following table reflects the change in benefit obligation and plan assets
and the accrued benefit cost:

--------------------------------------------------------------------------------

Year Ended October 1 and October 3

                                        2000          1999
                                        ----          ----
Change in benefit obligation
--------------------------------------------------------------
  Benefit obligation at
   beginning of year                $ 5,165,106    $ 5,899,329
  Service cost                            8,582         29,319
  Interest cost                         379,587        392,493
  Actuarial gain                        (29,657)      (948,165)
  Curtailment gain                   (1,171,458)            --
  Benefits paid                        (255,744)      (207,870)
--------------------------------------------------------------
   Benefit obligation at
     end of year                    $ 4,096,416    $ 5,165,106
--------------------------------------------------------------

Change in plan assets
--------------------------------------------------------------
  Employer contribution                 255,744        207,870
  Benefits paid                        (255,744)      (207,870)
--------------------------------------------------------------
   Fair value of plan assets at
     end of year                    $        --    $        --
--------------------------------------------------------------

Funded status                        (4,096,416)    (5,165,106)
Unrecognized net actuarial gain        (873,166)      (853,091)
--------------------------------------------------------------
  Accrued benefit cost              $(4,969,582)   $(6,018,197)
--------------------------------------------------------------

Weighted-average assumptions
  as of year-end                           8.00%          7.50%
--------------------------------------------------------------

--------------------------------------------------------------------------------

   For measurement purposes, a 9.5% and 10.0% annual rate of increase in the
   post 65 per capita cost of covered health care benefits and a 8.0% and 8.5%
   annual rate of increase in the pre 65 per capita cost of covered health care
   benefits were assumed for 2000 and 1999, respectively.  The rates were
   assumed to decrease by 0.5% per year to 4.5% and remain at that level
   thereafter.

--------------------------------------------------------------------------------

October 1, October 3 and September 27

                                        2000        1999          1998
                                        -----       ----          ----
Components of net periodic
benefit cost:
------------------------------------------------------------------------
Service cost on benefits earned    $     8,582    $ 29,319   $    29,319
Interest cost on accumulated
 postretirement benefit
 obligation                            379,587     392,493       412,028
Amortization of actuarial gain          (9,582)         --            --
------------------------------------------------------------------------
Net periodic benefit cost              378,587     421,812       441,347
Curtailment gain                    (1,171,458)         --    (1,860,771)
------------------------------------------------------------------------
 Net effect charged to
 results from continuing
 operations                        $  (792,871)   $421,812   $(1,419,424)
------------------------------------------------------------------------

--------------------------------------------------------------------------------
   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:

                                      F-21
<PAGE>

BWAY Corporation and Subsidiaries

Notes to the Consolidated Financial Statements (continued)
==============================================================================

   ---------------------------------------------------------------------------

   Year Ended October 1
                                                                2000
                                                                ----

   One-Percentage Point Increase:
   ------------------------------------------------------------------
   Effect on total service and interest cost components     $  38,499
   Effect on postretirement benefit obligation                481,232

   One-Percentage Point Decrease:
   ------------------------------------------------------------------
   Effect on total service and interest cost components     $ (32,285)
   Effect on postretirement benefit obligation               (403,569)

   -----------------------------------------------------------------------------

RELATED PARTY TRANSACTIONS

   The Company leases its Elizabeth, New Jersey operating facility and a
   warehouse under operating leases from a partnership in which a member of the
   Company's management is a partner. The leases run concurrently initially
   expiring on September 30, 2004 with an option to extend for a five-year term
   to September 30, 2009. The annual lease expense is $0.9 million for the
   initial term and $0.9 million adjusted for inflation at October 1, 2004 for
   the five-year extended term.

RESTRUCTURING AND IMPAIRMENT CHARGE

   Fiscal 2000 Restructuring and Impairment

   In February 2000, the Company recorded a restructuring and impairment charge
   related to the closing of two administrative offices, the termination of 89
   employees and the write-down of equipment held for disposal.  The
   restructuring and impairment charge totaled $5.9 million and consisted of the
   following: $1.1 million related to administrative office closings, $1.1
   million related to severance, $0.7 million related to contracts and other
   miscellaneous costs and $3.0 million related to impairments of equipment held
   for disposal.  Both administrative offices were closed and all 89 employees
   were terminated in the second quarter.

   In addition to the $5.9 million restructuring and impairment charge in fiscal
   2000, the Company recorded $2.5 million in additional depreciation related to
   the shortened useful lives of certain computer systems.

   Fiscal 1998 Restructuring

   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 Farmer's Branch (Texas) facility was closed in
   fiscal 2000.

   The 1998 restructuring and impairment charge totaled $11.5 million and
   consisted of the following:  $7.8 million related to the closure of the
   plants and transportation department and $3.7 million related to other asset
   impairments.  The $7.8 million related to the plant and transportation
   department closure included $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 shutdowns.  All 210 employees under the plan were
   terminated in fiscal 1999.

   During fiscal 2000, the Company charged $0.1 million in severance and $0.3
   million in facility closing costs to the 1998 restructuring liability, which
   eliminated the remaining balance in the 1998 restructuring.

                                      F-22
<PAGE>

BWAY Corporation and Subsidiaries


Notes to the Consolidated Financial Statements (continued)
--------------------------------------------------------------------------------

     Details of the restructuring liabilities included in other current
     liabilities are as follows:

--------------------------------------------------------------------------------
(In millions)


                                            Facility
                                Severance   Closure
                                  Costs      Costs   Other   Total
                                  -----      -----   -----   -----
Balance September 28, 1997        $  --      $  --   $  --   $  --
New charges                         2.1        2.2     3.5     7.8
Expenditures                       (1.5)      (1.0)     --    (2.5)
------------------------------------------------------------------
Balance September 27, 1998          0.6        1.2     3.5     5.3
------------------------------------------------------------------
Expenditures                       (0.5)      (0.9)   (3.5)   (4.9)
------------------------------------------------------------------
Balance October 3, 1999             0.1        0.3      --     0.4
------------------------------------------------------------------
New charges                         1.1        1.1     0.7     2.9
Expenditures                       (1.1)      (1.0)   (0.3)   (2.4)
------------------------------------------------------------------
Balance October 1, 2000           $ 0.1      $ 0.4   $ 0.4   $ 0.9
------------------------------------------------------------------

--------------------------------------------------------------------------------


ASSETS HELD FOR SALE


     In connection with the facility closures in 1998, 1999 and 2000, $5.3
     million and $4.8 million of real property was held for sale at October 1,
     2000 and October 3, 1999, respectively. This property includes $1.1 million
     (2000) and $0.6 million (1999) of land, $3.9 million (2000) and $2.8
     million (1999) of buildings, and $0.3 million (2000) and $1.4 million
     (1999) in equipment for sale at October 1, 2000 and October 3, 1999.

     During fiscal 2000, the Company revised its valuation of the land and
     buildings related to the U.S. Can Metal Services acquisition through
     finalization of purchase accounting, which resulted in an adjustment to
     goodwill. The adjustment increased land held for sale by $1.3 million and
     buildings held for sale by $0.3 million.

     During the fourth quarter of fiscal 2000, the Company sold the Alsip,
     Illinois facility for $2.3 million resulting in a net gain of $0.4 million.
     During the second quarter of fiscal 1999, the company sold the Solon, Ohio
     facility for $4.5 million resulting in a net gain of $0.2 million.

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 non-capital 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.

     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. In August 1999, DNR signed a consent
     order that had been submitted by the Company and Owens-Illinois. In January
     2000, the Company and Owens-Illinois submitted to DNR a report containing
     the results of the investigation of the facility. The Company is awaiting a
     DNR review of the report.

     In addition, at Homerville, the Company entered into a consent order with
     DNR in April 1999 related to certain industrial wastewater and cooling
     water discharges that exceeded allowable limits. As

                                      F-23
<PAGE>

BWAY Corporation and Subsidiaries

Notes to the Consolidated Financial Statements (continued)
--------------------------------------------------------------------------------

     of October 1, 2000, the project related to the consent order was
     substantially complete with expenditures to date of approximately $200,000.

     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 liabilities with respect to other sites.

     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 1, 2000, a bank had issued standby letters of credit on behalf
     of BWAY in the aggregate amount of $1.2 million in favor of BWAY's workers'
     compensation insurer.

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 33% (2000), 42% (1999), and 36%
     (1998) of the Company's sales including sales to its largest customer of
     7.4% (2000), 8.5% (1999), and 9.5% (1998).

     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 2000, 1999, and 1998, 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:

--------------------------------------------------------------------------------
(In thousands)

Year Ended October 1, October 3 and September 27

                                 2000       1999       1998
                                 ----       ----       ----

General line containers      $334,994   $326,970   $320,871
Food cans                      38,815     51,380     52,142
Material center services       74,156     74,736      8,022
Ammunition boxes               12,603     14,013     20,054
-----------------------------------------------------------
                             $460,568   $467,099   $401,089
-----------------------------------------------------------

--------------------------------------------------------------------------------

                                      F-24
<PAGE>

BWAY Corporation and Subsidiaries


Notes to the Consolidated Financial Statements (continued)
------------------------------------------------------------------------------

QUARTERLY INFORMATION (UNAUDITED)


<TABLE>
<CAPTION>
     (In thousands, except per share data)

                                                                     First        Second      Third       Fourth
                                                                    Quarter       Quarter    Quarter     Quarter
                                                                    -------       -------    -------     -------
     <S>                                                           <C>         <C>         <C>          <C>
     Fiscal Year 2000:
     ============================================================================================================
      Net sales                                                    $ 106,739   $ 119,729   $ 121,265    $ 112,835
     ------------------------------------------------------------------------------------------------------------

      Gross profit (exclusive of depreciation
         and amortization)                                         $  11,337   $  17,368   $  18,675    $   9,561
     ------------------------------------------------------------------------------------------------------------

      Net income (loss)                                            $    (966)  $  (1,323)  $   1,826    $  (2,455)
     ------------------------------------------------------------------------------------------------------------

      Basic earnings (loss) per common share                       $   (0.10)  $   (0.14)  $    0.20    $   (0.26)
     ------------------------------------------------------------------------------------------------------------

      Diluted earnings (loss) per common share                     $   (0.10)  $   (0.14)  $    0.20    $   (0.26)
     ------------------------------------------------------------------------------------------------------------

     FISCAL YEAR 1999:
     ============================================================================================================
      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) before cumulative effect
         of change in accounting                                   $   2,196   $   3,946   $  (4,026)   $     564
     ------------------------------------------------------------------------------------------------------------

      Net income (loss)                                            $   1,035   $   3,946   $  (4,026)   $     564
     ------------------------------------------------------------------------------------------------------------

      Basic earnings (loss) per common share before
         cumulative effect of change in accounting                 $    0.23   $    0.42   $   (0.42)   $    0.05
     ------------------------------------------------------------------------------------------------------------

      Diluted earnings (loss) per common share before
         cumulative effect of change in accounting                 $    0.22   $    0.40   $   (0.42)   $    0.05
     ------------------------------------------------------------------------------------------------------------

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

      Diluted earnings (loss) per common share                     $    0.10   $    0.40   $   (0.42)   $    0.05
     ------------------------------------------------------------------------------------------------------------
</TABLE>

                                      F-25
<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>
                                            October 1,         October 3,
                                               2000               1999
                                           -----------         ----------
<S>                                         <C>                <C>
 ASSETS:
     Investments in subsidiaries              $218,654           $199,813
     Property, plant and equipment, net         15,278             20,430
     Other assets                               16,097             13,239
                                           -----------         ----------
                                              $250,029           $233,482
                                           ===========         ==========

LIABILITIES:
     Intercompany payable                     $ 12,150           $  9,517
     Other liabilities                          58,918             41,912
     Long term debt                            100,000            100,000
                                           -----------         ----------
                                               171,068            151,429
                                           -----------         ----------

STOCKHOLDERS' EQUITY:
     Common stock                                   99                 99
     Additional paid-in capital                 36,760             37,202
     Retained earnings                          52,901             55,819
                                           -----------         ----------
                                                89,760             93,120
     Less treasury stock at cost               (10,799)           (11,067)
                                           -----------         ----------
     Total stockholders' equity                 78,961             82,053
                                           -----------         ----------
                                              $250,029           $233,482
                                           ===========         ==========
</TABLE>

                                      S-2
<PAGE>

                 SCHEDULE I - CONDENSED FINANCIAL STATEMENTS OF
                                BWAY CORPORATION

                         CONDENSED STATEMENTS OF INCOME
                                 (In Thousands)

<TABLE>
<CAPTION>
                                                   October 1,     October 3,    September 27,
                                                      2000           1999           1998
                                                   ----------     ----------    -------------
<S>                                                 <C>            <C>            <C>
Management fees charged to subsidiaries             $      0       $      0       $  3,427

Interest expense, net                                (10,603)       (11,160)       (10,250)

Other income (expense), net                          (13,648)        (6,890)       (17,745)
                                                   ---------      ---------      ---------

Loss before income taxes and equity in
   undistributed earnings of subsidiaries            (24,251)       (18,050)       (24,568)

Income tax benefit                                    (2,492)        (8,747)       (12,530)
                                                   ---------      ---------      ---------

Loss before equity in undistributed earnings
   of subsidiaries                                   (21,759)        (9,303)       (12,038)

Equity in undistributed earnings of subsidiaries      18,841         14,930         14,718

Cumulative effect of change in accounting for
   systems development costs, net of related tax
   benefit of $823                                         0              0         (1,161)
                                                   ---------      ---------      ---------

Net income (loss)                                   $ (2,918)      $  5,627       $  1,519
                                                   =========      =========      =========
</TABLE>

                                      S-3
<PAGE>

                 SCHEDULE I - CONDENSED FINANCIAL STATEMENTS OF
                                BWAY CORPORATION

                       CONDENSED STATEMENTS OF CASH FLOWS
                                 (In Thousands)


<TABLE>
<CAPTION>
                                                                              Year Ended
                                                              ------------------------------------------
                                                              October 1,     October 3,    September 27,
                                                                2000           1999            1998
                                                              ---------      ---------     -------------
<S>                                                           <C>            <C>            <C>
OPERATING ACTIVITIES:
Net income (loss)                                              $ (2,918)      $  5,627       $  1,519
Adjustments to reconcile net income to net cash provided by
    operating activities:
          Equity in undistributed earnings of subsidiaries      (18,841)       (14,930)       (14,718)

           Changes in assets and liabilities:
              Other assets                                        8,310         (4,542)        (1,037)
              Other liabilities                                  12,853         16,095         17,969
              Income tax receivable                                 550         (1,211)
              Intercompany payable                                2,706         44,816          9,634
                                                              ---------      ---------      ---------
                 Net cash provided by operating activities        2,660         45,855         13,367
                                                              ---------      ---------      ---------

INVESTING ACTIVITIES:
Acquisitions, net of cash acquired                                    0        (27,746)        (3,570)
Capital expenditures                                             (1,752)       (16,859)
                                                              ---------      ---------      ---------
                   Net cash used in investing activities         (1,752)       (44,605)        (3,570)
                                                              ---------      ---------      ---------

FINANCING ACTIVITIES:
Purchase of treasury stock                                         (471)          (818)        (9,563)
Other                                                                 0             56           (234)
                                                              ---------      ---------      ---------
              Net cash used in financing activities                (471)          (762)        (9,797)
                                                              ---------      ---------      ---------

INCREASE IN CASH AND CASH EQUIVALENTS                               437            488              0

CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR                        488              0              0
                                                              ---------      ---------      ---------

CASH AND CASH EQUIVALENTS, END OF YEAR                         $    925       $    488       $      0
                                                              =========      =========      =========
</TABLE>

                                      S-4
<PAGE>

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

<TABLE>
<CAPTION>
                                                                              Year Ended
                                                            ---------------------------------------
                                                            October 1,   October 3,   September 27,
                                                               2000         1999          1998
                                                            ---------    ---------    -------------
<S>                                                           <C>          <C>            <C>
Cash paid (received) during the year for:
     Income taxes                                             $(3,042)     $(9,724)      $ 4,765
                                                            =========    =========     =========

     Interest                                                 $10,197      $11,033       $10,250
                                                            =========    =========     =========


NONCASH INVESTING AND FINANCING ACTIVITIES:
      Treasury stock issued for employee savings plan         $   297      $     0       $     0
                                                            =========    =========     =========
</TABLE>

                                      S-5
<PAGE>

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

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

Year ended September 27, 1998                   $  580              $    33              $   80 (1)          $  533
Year ended October 3, 1999                         533                   (3)                 24 (1)             506
Year ended October 1, 2000                         506                  539                 537 (1)             508

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

Year ended September 27, 1998                   $    0              $ 7,809              $2,419              $5,390
Year ended October 3, 1999                       5,390                    0               4,920                 470
Year ended October 1, 2000                         470                2,900               2,435                 935

                                                                    Additions
                                               Balance at          Charged to                                Balance at
                                               Beginning            Costs and                                   End
Description                                    of Period            Expenses            Deductions           of Period
---------------------------------------     --------------     ----------------      ---------------       --------------
Purchase Accounting Liability:

Year ended September 27, 1998                   $3,088              $     0              $1,184              $1,904

Year ended October 3, 1999                       1,904               11,037               6,684               6,257

Year ended October 1, 2000                       6,257                    0               3,756               2,501
____________
(1)      Deductions from the allowance for doubtful accounts represent the net write-off of uncollectible accounts
         receivable.
</TABLE>

                                      S-6
<PAGE>

                               INDEX TO EXHIBITS
               ------------------------------------------------

Exhibit  Description of Document
  No.
    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             (9)
         of August 19, 1997 between the Company and
         Harris Trust and Savings Bank, as Rights Agent

    3.6  Amendment No. 3 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
         Company), and NationsBank, N.A.                         (11)

    4.5  Indenture dated as of April 11, 1997 among
         the Company, the subsidiary guarantors named
         therein and Harris Savings and Trust Company,
         as trustee                                               (6)

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

<PAGE>

    4.7  Form of Guarantee (contained in Exhibit 4.3
         as Exhibit F thereto)                                    (6)

    4.8  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                      (14)
         NationsBank, N.A.)

    4.9  Fifth Amendment To Credit Agreement dated
         November 8, 2000 among BWAY Corporation, its
         subsidiaries, Bankers Trust Company and Bank
         of America N.A. (formerly known as
         NationsBank, N.A.)

         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  Contract and Lease dated September 3, 1968,
         between the City of Picayune, Mississippi and
         Standard Container Company                               (1)

   10.9  Lease dated February 24, 1995 between Tab
         Warehouse Fontana II and BSI                             (1)

<PAGE>

  10.10  Garland, Texas Industrial Net Lease dated
         January 14, 1985 between MRM Associates and
         Armstrong Containers, Inc.                               (1)

  10.11  Gross Lease Agreement dated August 10, 1990
         between Colonel Estates Joint Venture and BSI            (1)

  10.12  Lease dated February 11, 1991 between Curto
         Reynolds Oelerich Inc. and Armstrong
         Containers, Inc.                                         (1)

  10.13  Lease Agreement dated November 16, 1996
         between Shelby Distribution Park and Brockway
         Standard, Inc., as amended December 26, 1996.           (11)

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

  10.15  Lease dated September 2, 1994 between
         Division Street Partners, L.P. and BSNJ                  (8)

  10.16  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)

  10.17  Agreement, dated May 15, 1995, between BSI
         and Owens-Illinois, Inc. Pursuant to (S)  9.9
         (d) of the December 19, 1988 Stock Purchase              (1)
         Agreement

  10.18  Settlement Agreement, dated June 30, 1997
         between BWAY Corporation and Owens-Illinois             (11)
         Group, Inc.

  10.19  Brockway Standard Holdings Corporation
         Formula Plan for Non-Employee Directors *                (1)

  10.20  Cooperation Agreement between Ball
         Corporation and BWAY Corporation, dated                  (3)
         January 4, 1996.

  10.21  Merger Agreement with Milton Can Company,
         Inc., dated March 12, 1996.                              (3)

  10.22  Amendment #1 to the Merger Agreement with
         Milton Can Company, Inc., dated April 30, 1996           (3)

  10.23  Asset Purchase Agreement dated April 29,
         1996, between Brockway Standard, Inc., BWAY
         Corporation, Van Dorn Company and Crown Cork
         & Seal Company, Inc.                                     (3)

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

  10.25  Amended and Restated Registration Rights
         Agreement dated as of May 28, 1996, between
         BWAY Corporation and certain shareholders.               (4)

<PAGE>

  10.26  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)

  10.27  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

  10.28  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.

  10.29  Brockway Standard (Ohio), Inc. Bargaining
         Unit Savings Plan *                                      (7)

  10.30  Employment Agreement between the Company and
         John T. Stirrup B Amendment No. 1 *                     (10)

  10.31  Asset Purchase Agreement between BMAT, Inc.
         and the United States Can Company dated
         November 9, 1998.                                       (12)

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

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

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

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

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

  10.37  Employment agreement between the Company and            (15)
         Paul Mangiafico, dated as of March 1, 2000

  10.38  BWAY Corporation Fourth Amended and Restated            (15)
         1995 Long-Term Incentive Plan *

  10.39  Employment agreement between the Company and            (16)
         Thomas Eagleson, dated as of July 1, 2000

  10.40  Amendment No. 1 dated as of July 1, 2000 to             (16)
         the Employment agreement between the Company
         and Paul Mangiafico, dated as of March 1, 2000
<PAGE>

   21.1  Subsidiaries of the Company

   23.1  Consents of Experts and Counsel

   27.1  Financial Data Schedule
____________________________
*    Management contract or compensatory plan or arrangement.

(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).

(15) Incorporated by reference to the Company's Form 10-Q for the period ending
     April 2, 2000 (File No. 0-26178).

(16) Incorporated by reference to the Company's Form 10-Q for the period ending
     July 2, 2000 (File No. 0-26178).