<PAGE>
 
                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                   FORM 10-Q
            [X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D)
                    OF THE SECURITIES EXCHANGE ACT OF 1934
                 FOR THE QUARTERLY PERIOD ENDED JUNE 29, 1997

                                      OR
            [  ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)
                    OF THE SECURITIES EXCHANGE ACT OF 1934


                        Commission File Number 0-26178


                               BWAY CORPORATION
            (Exact name of registrant as specified in its charter)


DELAWARE                                                       36-3624491
(STATE OR OTHER JURISDICTION            (I.R.S. EMPLOYER OF IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
                                                            

                         8607 Roberts Drive, Suite 250
                            Atlanta, Georgia 30350
                   (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
                                  (ZIP CODE)

                                (770) 587-0888
             (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)

                              ___________________



     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____
     ---            

There were 6,555,115 shares of Common Stock ($.01 par value) outstanding as of
August 1, 1997.

                                       1
<PAGE>
 
                               BWAY CORPORATION
                         QUARTERLY REPORT ON FORM 10-Q
                             FOR THE QUARTER ENDED
                                 JUNE 29, 1997

                                     INDEX

<TABLE>
<CAPTION>
                                                                                PAGE NUMBER
<S>                                                                             <C>    
PART I.        FINANCIAL INFORMATION
 
Item 1.   Financial Statements
 
               Consolidated Balance Sheets at June 29, 1997
                and September 29, 1996  (Unaudited)                                  3
 
               Consolidated Statements of Income for the three month
                and nine month periods ended June 29, 1997 and
                June 30, 1996  (Unaudited)                                           4
 
               Consolidated Statements of Cash Flows for the nine
                month periods ended June 29, 1997 and June
                30, 1996 (Unaudited)                                                 5 - 6
 
               Notes to Consolidated Financial Statements (Unaudited)                7 - 10
 
Item 2.   Management's Discussion and Analysis of Financial Condition
                and Results of Operations                                            11 - 13
 
PART II.       OTHER INFORMATION
 
Item 1.   Legal Proceedings                                                          14
 
Item 2.   Changes in Securities                                                      14
 
Item 3.   Defaults upon Senior Securities                                            14
 
Item 4.   Submission of Matters to a Vote of Security Holders                        14
 
Item 5.   Other Information                                                          14
 
Item 6.   Exhibits and Reports on Form 8-K                                           14
</TABLE>

                                       2
<PAGE>
 
PART 1.     FINANCIAL INFORMATION
 ITEM 1.      FINANCIAL STATEMENTS

                               BWAY CORPORATION
                               AND SUBSIDIARIES
                    CONSOLIDATED BALANCE SHEETS (UNAUDITED)
                (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
-------------------------------------------------------------------------------

<TABLE>
<CAPTION>
 
ASSETS                                                                JUNE 29, 1997           SEPTEMBER 29, 1996
                                                                      --------------          ------------------
<S>                                                                   <C>                     <C>       
CURRENT ASSETS:
   Cash and cash equivalents                                                $  1,491                    $  1,852
   Accounts receivable, net of allowance of $685 at
    June 29, 1997 and $390 at September 29, 1996                              47,976                      39,011
   Inventories                                                                47,130                      37,044
   Other current assets                                                        2,327                       1,293
   Deferred tax asset                                                          2,405                       2,405
                                                                            --------                    --------
    Total Current Assets                                                     101,329                      81,605
                                                                            --------                    --------
          
PROPERTY, PLANT AND EQUIPMENT - Net                                          112,883                      94,800
                                                                            --------                    --------
 
OTHER ASSETS:
   Intangible assets, net                                                     95,920                      64,807
   Deferred financing costs, net                                               5,013                       1,336
   Other assets                                                                2,241                       2,585
                                                                            --------                    --------
    Total Other Assets                                                       103,174                      68,728
                                                                            --------                    --------
                                                                            $317,386                    $245,133
                                                                            ========                    ======== 
 
LIABILITIES AND STOCKHOLDERS' EQUITY
 
CURRENT LIABILITIES:
   Accounts payable                                                         $ 47,740                    $ 36,206
   Accrued salaries & wages                                                    7,549                       4,252
   Accrued income taxes                                                        5,193                         759
   Other current liabilities                                                  18,713                      14,581
   Accrued rebates                                                             4,937                       3,382
   Current maturities of long-term debt                                        1,150                         145
                                                                            --------                    --------
    Total Current Liabilities                                                 85,282                      59,325
                                                                            --------                    --------
 
LONG-TERM DEBT                                                               124,716                      95,053
 
LONG-TERM LIABILITIES:
   Deferred income taxes                                                      14,135                      14,135
   Other long-term liabilities                                                11,136                       3,991
                                                                            --------                    --------
                                                                              25,271                      18,126
                                                                            --------                    --------
COMMITMENTS AND CONTINGENCIES
 
STOCKHOLDERS' EQUITY:
   Preferred stock, $.01 par value, authorized 5,000,000 shares                    -                           -    
   Common stock, $.01 par value; authorized 24,000,000 shares,
     issued 6,564,546 (June 29, 1997 and September 29,  1996)                     66                          66
   Additional paid-in capital                                                 37,612                      37,612
   Retained earnings                                                          44,623                      35,569
                                                                            --------                    --------
                                                                              82,301                      73,247
   Less treasury stock, at cost, 9,431 and 32,791 (June 29, 1997
    and September 29, 1996)                                                     (184)                       (618)
                                                                            --------                    --------
     Total Stockholders' Equity                                               82,117                      72,629
                                                                            --------                    --------
                                                                            $317,386                    $245,133
                                                                            ========                    ========
</TABLE> 

See notes to consolidated financial statements
 
 

                                       3
<PAGE>
 
                               BWAY CORPORATION
                               AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
                     (IN THOUSANDS, EXCEPT PER SHARE DATA)
-------------------------------------------------------------------------------

<TABLE> 
<CAPTION> 
                                                                  THREE MONTHS ENDED                  NINE MONTHS ENDED
                                                                  ------------------                  -----------------
ENDED
-----                                                      June 29, 1997   June 30, 1996            June 29, 1997    June 30, 1996
                                                           -------------   -------------            -------------    -------------
 <S>                                                       <C>             <C>                      <C>              <C> 
NET SALES                                                     $  109,676        $ 73,715               $  301,020        $ 193,637
 
COSTS, EXPENSES AND OTHER:
 
   Cost of products sold (excluding  depreciation
      and amortization)                                           93,412          59,713                  254,101          158,064
 
   Depreciation and amortization                                   3,465           1,866                   10,124            5,321
 
   Selling and administrative expense                              6,413           4,393                   17,765           12,442
 
   Interest expense, net                                           3,245           1,005                    7,800            3,108
 
   Gain on curtailment of postretirement medical
   benefits                                                       (5,828)              -                   (5,828)               -

   Other, net                                                      1,514             225                    1,713             (262)
                                                              ----------        --------               ----------        ---------
 
      Total costs, expenses and other                            102,221          67,202                  285,675          178,673
                                                              ----------        --------               ----------        ---------
 
INCOME BEFORE INCOME TAXES AND
    EXTRAORDINARY ITEMS                                            7,455           6,513                   15,345           14,964
 
PROVISION FOR INCOME TAXES                                         3,056           2,646                    6,291            6,090
                                                              ----------        --------               ----------         ---------
 
INCOME BEFORE EXTRAORDINARY ITEM                                   4,399           3,867                    9,054            8,874
 
EXTRAORDINARY LOSS RESULTING FROM
   THE EARLY EXTINGUISHMENT OF DEBT-
   Net of related tax benefit of $1,683                                -          (2,535)                       -           (2,535)
                                                              ----------        --------               ----------         ---------
 
NET INCOME                                                    $    4,399        $  1,332               $    9,054        $   6,339
                                                              ==========        ========               ==========        =========
 
EARNINGS PER COMMON SHARE:
 
   Income before extraordinary item                           $     0.66           $0.63               $     1.37        $    1.44
                                                              ==========        ========               ==========        =========
 
   Net Income                                                 $     0.66           $0.22               $     1.37        $    1.03
                                                              ==========        ========               ==========        =========
 
 
WEIGHTED AVERAGE COMMON
   SHARES OUTSTANDING                                              6,666           6,119                    6,613            6,173
                                                              ==========        ========               ==========        =========
 </TABLE>

See notes to consolidated financial statements.

                                       4
<PAGE>
 
                               BWAY CORPORATION
                               AND SUBSIDIARIES
               CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
                                (IN THOUSANDS)
-------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                             NINE MONTHS ENDED           
                                                                                             -----------------          
                                                                                       JUNE 29, 1997    JUNE 30, 1996   
                                                                                       ------------------------------   
<S>                                                                                    <C>              <C>             
OPERATING ACTIVITIES:                                                                                                   
Net income                                                                             $  9,054          $ 6,339        
 Adjustments to reconcile net income to   net cash from operating                                                       
  activities:                                                                                                           
 Depreciation                                                                             6,940            4,357        
 Amortization of intangibles                                                              3,184              964        
 Amortization of deferred financing costs                                                   330              452        
 Gain on curtailment of postretirement medical benefits                                  (5,828)               -        
 Provisions for doubtful accounts                                                           295              525        
 Write-off of deferred financing costs related to debt extinguishment                         -            2,466        
 Loss (Gain) on impairment of assets                                                      1,560              (19)       
 Provision for deferred income taxes                                                          -            1,845         
 Changes in assets and liabilities, net of effects of business acquisitions:
  Accounts receivable                                                                    (3,322)          (1,505)
  Inventories                                                                            (1,603)          (3,461)
  Other assets                                                                            1,769              (98)
  Accounts payable                                                                       13,160            3,493 
  Accrued liabilities                                                                     1,618              573 
  Income taxes, net                                                                       4,434           (2,065) 
                                                                                       --------         --------
     Net cash provided by operating activities                                           31,591           13,866
                                                                                       --------         --------
 
INVESTING ACTIVITIES:
  Capital expenditures                                                                  (14,639)         (11,301)
  Acquisitions, net of cash acquired                                                    (41,619)         (67,539)
  Other                                                                                      18               19
                                                                                       --------         --------
     Net cash used in investing  activities                                             (56,240)         (78,821)
                                                                                       --------         --------
                                                                                                                
FINANCING ACTIVITIES:                                                                                           
  Net borrowings under bank credit  agreement                                           (69,971)         103,600 
  Issuance (Extinguishment) of long-term debt                                           100,000          (50,000)
  Repayments on long-term debt                                                             (153)            (265)
  Increase in unpresented bank drafts                                                    (1,870)           1,023
  Purchases of treasury stock                                                              (396)          (9,469)
  Payment of deferred financing costs                                                    (3,322)          (1,247)
  Other                                                                                       -             (112)
                                                                                       --------         --------
     Net cash provided by financing activities                                           24,288           43,530
                                                                                       --------         -------- 
 
NET DECREASE IN CASH AND CASH EQUIVALENTS                                                  (361)         (21,425)
                                                                                       --------         --------
 
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                                            1,852           23,538
                                                                                       --------         --------
 
CASH AND CASH EQUIVALENTS, END OF PERIOD                                               $  1,491         $  2,113
                                                                                       ========         ========
</TABLE>
                                                              (Continued)

                                       5
<PAGE>
 
<TABLE>
<CAPTION>    
              
                                                       NINE MONTHS ENDED
                                                       ------------------
                                                 JUNE 29, 1997    JUNE 30, 1996
                                                 -------------    -------------
<S>                                              <C>              <C>
SUPPLEMENTAL DISCLOSURES OF CASH FLOW
INFORMATION:
   Cash paid during the period for:
      Interest                                        $  5,199        $   5,127
                                                      ========        =========
 
      Income taxes                                    $  3,372        $   4,529
                                                      ========        =========
 
   Details of businesses acquired were as follows:
      Fair value of assets acquired                   $ 61,259        $ 114,370
      Liabilities assumed                              (18,890)         (31,231)
      Value of common stock issued                         ---           (2,787)
      Value of treasury stock reissued                     ---          (11,813)
      Other liabilities incurred                          (750)          (1,000)
                                                      --------        ---------
      Net cash paid for acquisitions                  $ 41,619        $  67,539
                                                      ========        =========
</TABLE>

See notes to consolidated financial statements
 
 
 

                                       6
<PAGE>
 
                               BWAY CORPORATION
                               AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
-------------------------------------------------------------------------------
1.   GENERAL

     The accompanying consolidated financial statements of BWAY Corporation and
     subsidiaries ("the Company") have been prepared without audit. BWAY
     Corporation ("BWAY") is a holding company whose subsidiaries manufacture
     and distribute metal containers in the United States and Canada. Certain
     information and footnote disclosures, including significant accounting
     policies, normally included in financial statements prepared in accordance
     with generally accepted accounting principles have been condensed or
     omitted. The consolidated financial statements as of June 29, 1997 and for
     the three months and nine months ended June 29, 1997 and June 30, 1996
     include all normal recurring adjustments necessary for a fair presentation
     of the financial position and results of operations for these periods.
     Operating results for the three months and nine months ended June 29, 1997
     are not necessarily indicative of the results that may be expected for the
     entire year. It is suggested that these unaudited consolidated financial
     statements and the accompanying notes be read in conjunction with the
     consolidated financial statements and the notes thereto included in the
     Company's Annual Report on Form 10-K.

     The Company operates on a 52/53-week fiscal year ending on the Sunday
     closest to September 30 of the applicable year. The first three quarterly
     fiscal periods end on the Sunday closest to December 31, March 31 or June
     30 of the applicable quarter.

2.   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 and are summarized as follows:

<TABLE> 
<CAPTION>
                               JUNE 29, 1997   SEPTEMBER 29, 1996
<S>                            <C>             <C>
Inventories at FIFO Cost:
  Raw material                    $13,425          $ 9,300
  Work-in-process                  23,581           18,601
  Finished goods                   10,361            9,189
                                  -------          -------
                                   47,367           37,090
Reduction to LIFO valuation          (237)             (46)
                                  -------          -------
                                  $47,130          $37,044
                                  =======          =======
</TABLE>

3.   EARNINGS PER COMMON SHARE

     Earnings per common share are based on the weighted average number of
     common shares outstanding during each period presented, including vested
     and unvested shares issued under the Company's previous Management Stock
     Purchase Plan and the dilutive effect of the shares from the Amended and
     Restated 1995 Long-Term Incentive Plan.

4.   STOCKHOLDERS' EQUITY

     Stock Option Plan

     Immediately prior to the Initial Public Offering in June 1995, the Company
     adopted the Brockway Standard Holdings Corporation 1995 Long-Term Incentive
     Plan and the Formula Plan for Non-Employee Directors (the "Formula Plan")
     for its directors, officers, and key employees. On August 20, 1996, the
     Board of Directors (i) adopted, subject to shareholder approval, the
     Amended and Restated 1995 Long-Term Incentive Plan (the "Amended Incentive
     Plan"), which Amended Incentive Plan, among other items, increased the
     aggregate number of shares of common stock authorized for issuance from
     490,000 to 750,000, and (ii) froze the Formula Plan with only 30,000 of the
     available 100,000 shares of common stock being granted thereunder. The
     shareholders approved the Amended Incentive Plan on February 28, 1997.

                                       7
<PAGE>
 
 5.  ACQUISITIONS

     Milton Can Company

     On May 28, 1996, the Company acquired all of the outstanding stock of
     Milton Can Company, Inc. ("MCC"). The Company paid $13.4 million in cash,
     $1 million in notes and $14.6 million in BWAY stock for 100% equity in MCC.
     MCC is a manufacturer of paint, oblong and specialty cans within the
     general line segment of the North American metal container industry. The
     Company issued a total of 810,970 shares in connection with the merger,
     comprised of 656,174 shares of its treasury stock and 154,796 newly issued
     shares. The consideration given to Milton's shareholders is subject to an
     adjustment based on the change in tangible net worth from December 31, 1995
     through May 28, 1996. In addition, the Company repaid MCC's approximately
     $12.3 million in term and revolving bank debt concurrent with consummation
     of the purchase transaction. This subsidiary was renamed Brockway Standard
     (New Jersey), Inc .

     Davies Can Company

     On June 17, 1996, the Company acquired substantially all of the assets and
     assumed certain of the liabilities of Davies Can Company ("Davies"), an
     unincorporated division of the Van Dorn Company ( a wholly-owned subsidiary
     of Crown Cork &Seal Company, Inc.). Davies manufactures paint, oblong and
     utility cans within the general line segment of the North American metal
     container industry. The Company paid approximately $41.7 million in cash,
     subject to an adjustment based on the change in working capital from
     December 31, 1995 through June 17, 1996. This subsidiary was renamed
     Brockway Standard (Ohio), Inc.

     Ball Aerosol

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

     The purchase method of accounting was used to establish and record a new
     cost basis for the assets acquired and liabilities assumed in each of the
     foregoing transactions. The allocation of the purchase price and
     acquisition costs to the assets acquired and liabilities assumed is
     preliminary at June 29, 1997 for the Ball Aerosol acquisition, and is
     subject to change pending finalization of appraisals and other studies of
     fair value and finalization of management's plans which may result in the
     recording of additional liabilities as part of the allocation of purchase
     price. The operating results for MCC, Davies and Ball Aerosol have been
     included in the Company's consolidated financial statements since the date
     of acquisition. The excess purchase price over the fair market value of net
     identifiable assets acquired was in aggregate approximately $79 million.

     Management has committed to a plan to close certain facilities of the
     acquired companies and integrate acquired assets and businesses with BWAY
     facilities. In connection with recording the MCC, Davies and Ball Aerosol
     purchases, the Company established a reorganization liability of
     approximately $5.6 million which is classified in other current
     liabilities, representing the direct costs expected to be incurred which
     have no future economic benefit to the Company. These costs include charges
     relating to the closing of manufacturing facilities and severance costs.
     Finalization of the Company's integration plan for the Ball Aerosol
     acquisition may result in further adjustments to this reserve. As of June
     29, 1997, the Company had charged approximately $2.7 million against the
     reorganization liability.

     The following pro forma results assume the acquisitions of MCC, Davies and
     Ball Aerosol occurred at the beginning of the fiscal year ended September
     29, 1996 after giving effect to certain pro forma adjustments, including an
     adjustment to reflect the amortization of cost in excess of the net assets
     acquired, increased interest expense and the estimated related income tax
     effects.

                                       8
<PAGE>
 
<TABLE>
<CAPTION>
                                 THREE MONTHS ENDED            NINE MONTHS ENDED  
                               JUNE 29, JUNE 30,             JUNE 29, JUNE 30, 1996
                               (In thousands, except per share amounts)
-----------------------------------------------------------------------------------
<S>                                 <C>         <C>          <C>          <C> 
Net Sales                           $109,676    $107,975     $305,346     $312,112
Income before extraordinary item       4,399       2,044        9,151        5,069
 
Net Income                             4,399        (491)       9,151        2,534
Earnings per common share:
 Income before extraordinary item      $0.66       $0.31        $1.38        $0.74
  
 Net income                            $0.66      ($0.07)       $1.38        $0.37
-----------------------------------------------------------------------------------
</TABLE>
   
     The pro forma financial information is not necessarily indicative of the
     operating results that would have occurred had the acquisitions been
     consummated as of the acquisition date, nor is it necessarily indicative of
     future operating results.

 6.  LONG-TERM DEBT

     On June 17, 1996, the Company terminated its bank agreement and entered
     into a new credit agreement with Bankers Trust Company, NationsBank, N.A.,
     and certain financial institutions (the "Credit Agreement"). Initial
     borrowings under the Credit Agreement were used to repay all obligations
     under the Company's previous revolving credit facility. Funds from the
     Credit Agreement were also used to prepay the $50 million private placement
     of 8.35% Senior Secured Notes maturing September 1, 2001, as well as
     consummate the recent acquisitions.

     The Credit Agreement allows the Company and its subsidiaries to borrow up
     to $100 million (expandable by $25 million provided certain conditions are
     met). The interest rates under the Credit Agreement are based on rate
     margins for either prime rate as announced by NationsBank from time to time
     ("Prime") or LIBOR, at the option of the borrower. The applicable rate
     margin is determined on a quarterly basis by a review of the Company's
     leverage ratio. Loans under the Credit Agreement are unsecured and can be
     prepaid at the option of the Company without premium or penalty. The Credit
     Agreement is subject to certain restrictive covenants, including covenants
     which require the Company to maintain a certain minimum level of net worth
     and a maximum ratio for leverage. In addition, the Company is restricted in
     its ability to pay dividends and to make other certain restricted payments.
     As of June 29, 1997, the outstanding balance on the Credit Agreement was
     $23.8 million. The interest rate being paid by the Company as of June 29,
     1997 was LIBOR plus 1.25%.

     On April 11, 1997, the Company received the net proceeds of approximately
     $96 million from a private placement of $100 million 10 1/4% Senior
     Subordinated Notes due 2007 (the "Notes"). The Company immediately loaned
     the net proceeds to certain of its subsidiaries. The net proceeds were used
     by the subsidiaries to repay a portion of the Company's indebtedness under
     the Credit Agreement.

     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. In addition, until April 15, 2000, the Company may, at its option,
     redeem up to 33 1/3% of the aggregate principal amount of the Notes
     originally issued at a redemption price equal to 110 1/4 % of the principal
     amount thereof, plus accrued and unpaid interest to the date of redemption,
     with the net cash proceeds of one or more public or private sales of common
     stock of the Company, subject to certain provisions of the indenture. Upon
     the occurrence of a Change in Control, as defined in the Notes, the Company
     will be required to make an offer to repurchase the Notes at 101% of the
     principal amount plus accrued and unpaid interest to the date of
     repurchase. The Notes contain certain restrictive covenants, including
     limitations on asset sales, additional indebtedness, mergers and certain
     restricted payments.

     The Company has filed a registration statement relating to an offer to
     exchange the Notes for the Company's 10 1/4% Senior Subordinated Notes due
     2007, Series B (the "Exchange Notes"). BWAY is a holding company with no
     independent operations although it incurs some limited expenses on behalf
     of its operating subsidiaries. BWAY has no significant assets other than
     the common stock of its subsidiaries. The Notes are, and the Exchange Notes
     will be, fully and unconditionally guaranteed on a joint and several basis
     by certain of the Company's direct and indirect subsidiaries. The
     subsidiary guarantors are wholly-owned by BWAY and constitute all of the
     direct and indirect subsidiaries of BWAY except for four subsidiaries that
     are individually, and in the aggregate, inconsequential.

                                       9
<PAGE>
 
 7.  CONTINGENCIES

     Environmental

     The Company is subject to a broad range of federal, state and local
     environmental and workplace health and safety requirements, including those
     governing discharges to air and water, the handling and disposal of solid
     and hazardous wastes and the remediation of contamination associated with
     the releases of hazardous substances. The Company believes that it is in
     substantial compliance with all material environmental, health and safety
     requirements.
     

     Environmental investigations voluntarily conducted by the Company at its
     Homerville, Georgia facility in 1993 and 1994 detected certain conditions
     of soil and groundwater contamination, principally involving chlorinated
     solvents, at the facility property. Environmental assessment work conducted
     by the Company indicated that the subject contamination is the result of
     operations prior to the Company's acquisition of the facility from Owens-
     Illinois and is, therefore, subject to indemnification under the 1989
     purchase agreement. Pursuant to the 1989 purchase agreement, the Company
     and Owens-Illinois have entered into a supplemental agreement affirming
     Owens-Illinois' responsibility for this matter including establishment of
     procedures for the related investigation and remediation work to be
     conducted by Owens-Illinois. Since Owens-Illinois is conducting the
     remediation work, management has no way of determining the actual costs
     related to the clean-up efforts. As a result, Owens-Illinois is managing
     the remediation activities and paying for such work directly. Preliminary
     consultant estimates, developed before Owens-Illinois began conducting the
     remediation, indicated that the cost of clean-up could range from $1
     million to $6 million, depending on the extent of contamination.

     Certain facilities and subsidiaries of the Company were identified as
     Potentially Responsible Parties ("PRP"), for disposals occurring prior to
     their purchase by the Company, pursuant to the Comprehensive Environmental
     Response, Compensation, and Liability Act ("CERCLA"). These matters are,
     subject to certain limitations, indemnified by the sellers of the relevant
     facilities. Because liability under CERCLA is retroactive, it is possible
     that in the future the Company may be identified as a PRP with respect to
     other sites. No natural resource damage claims have been asserted to date.

     The Company has ceased production at its manufacturing facility that it
     leases in Peabody, Massachusetts. The facility has been subject to an
     ongoing groundwater remediation pursuant to the Massachusetts Chapter 21E
     program relating to historical activities onsite. The second amendment to
     the lease provides that the landlord at the site shall retain all liability
     for the ongoing cleanup, but the landlord is disputing its obligation under
     the lease. However, pursuant to the terms of the Agreement and Plan of
     Merger and Reorganization by which the Company acquired MCC, the Company is
     indemnified, subject to certain limitation, for any liabilities associated
     with this matter.

     Management does not believe that the final resolution of these matters will
     have a material adverse effect on the results of operations or financial
     condition of the Company, and has not accrued a liability with respect to
     these matters because it believes that a loss contingency is not probable.

 8.  RECENT ACCOUNTING PRONOUNCEMENT

     In February 1997, the Financial Accounting Standards Board issued Statement
     of Financial Accounting Standards (SFAS) No. 128, "Earnings per Share." The
     Company has considered the impact of this new standard and does not believe
     earnings per share determined under this statement are materially different
     than earnings per share determined in accordance with current accounting
     standards. The statement is effective for financial statements for periods
     ending after December 15, 1997.

 9.  CURTAILMENT OF POSTRETIREMENT MEDICAL BENEFITS
 
     In June 1997, the Company and employees belonging to a union covering
     approximately 50% of the employees at the Cincinnati facility reached a new
     collective bargaining agreement. One of the provisions of the new agreement
     eliminates postretirement medical benefits provided by the Company which
     resulted in the recording of a curtailment gain of approximately $5.8
     million.

                                       10
<PAGE>
 
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS
                             RESULTS OF OPERATIONS

Net sales during the third quarter of fiscal 1997 increased 48.8% to $109.7
million compared to $73.7 million in the third quarter of fiscal 1996. Net sales
for the nine months ended June 29, 1997 increased 55.5% to $301.0 million
compared to $193.6 million for the nine months ended June 30, 1996. The increase
in sales resulted primarily from the Company's acquisitions during the second
half of fiscal 1996 and the Ball Aerosol acquisition in the first quarter of
fiscal 1997.

Cost of products sold (excluding depreciation and amortization) increased 56.4%
in the third quarter of fiscal 1997 to $93.4 million from $59.7 million in the
same period of fiscal 1996. For the first nine months of fiscal 1997, cost of
products sold increased 60.8% to $254.1 million from $158.1 million in the first
nine months of fiscal 1996. The increase is due primarily to the increase in net
sales. Cost of products sold as a percentage of net sales increased from 81.0%
in the third quarter of fiscal 1996 to 85.2% in the third quarter of fiscal
1997. The Company's facilities existing prior to the acquisitions realized
reductions in cost of products sold as a percent of sales as a result of ongoing
initiatives to reduce cost and increase productivity through rationalization and
capital initiatives. Gains were more than offset by higher costs at the recently
acquired facilities where the Company has initiated an aggressive
rationalization program. Overall margins were negatively affected by the strike
at the Cincinnati, Ohio aerosol can plant which lasted for five weeks.

Depreciation and amortization expenses increased 85.7% to $3.5 million in the
quarter ended June 29, 1997 compared to $1.9 million in the quarter ended June
30, 1996. Depreciation and amortization expenses increased 90.3% to $10.1
million for the nine months ended June 29, 1997 compared to $5.3 million in the
same period of fiscal 1996. The increase is due to increased depreciation and
amortization resulting from the acquisitions and depreciation on capital
expenditures placed in service during fiscal 1996 and the first nine months of
fiscal 1997.

Selling and administrative costs for the third quarter of fiscal 1997 increased
46.0% to $6.4 million from $4.4 million in the third quarter of fiscal 1996. For
the first nine months of fiscal 1997, selling and administrative costs increased
42.8% to $17.8 million from $12.4 million in the first nine months of fiscal
1996. The increase is due primarily to the recent acquisitions and corporate
infrastructure supporting acquisitions and continued growth plans. Selling and
administrative cost as a percent of net sales decreased to 5.8% in the third
quarter of fiscal 1997 from 6.0% for the third quarter of fiscal 1996 primarily
from increased sales volume.

Interest expense increased $2.0 million to $3.2 million in the third quarter of
fiscal 1997 compared to $1.2 million in the same period of fiscal 1996. Interest
expense for the nine months ended June 29, 1997 increased $4.0 million to $7.8
million compared to $3.8 million for the nine months ended June 30, 1996. This
increase is primarily attributable to the increase in the outstanding loan
balance used to finance the acquisitions during calendar 1996 and the higher
interest rate on the senior subordinated notes. Net interest expense reported in
the third quarter and first nine months of fiscal 1996 was further offset by
$0.2 million and $0.7 million, respectively, of interest income from cash on
hand.

On May 1, 1997, the aerosol can plant in Cincinnati, Ohio was affected by a
strike of the members of the International Union of Electronic, Electrical,
Salaried Machine and Furniture Workers, AFL-CIO Local No. 729 involving
approximately 50% of the workforce at the facility. The strike was settled with
the workforce returning to work on June 2, 1997. Income from operations for the 
quarter was depressed as a result of the labor interruption and subsequent 
actions taken in order to continue fulfilling customer requirements. As a result
of the union negotiations, the Company recognized a gain of $5.8 million related
to the curtailment of postretirement medical costs. These costs will no longer
be incurred under the new union agreement.

Other expense increased $1.3 million in the third quarter of fiscal 1997 from
$.2 million in fiscal 1996. The increase resulted from an impairment loss of
$1.5 million related to the obsolescence of certain computer equipment, which is
being replaced by equipment with increased functionality and increased capacity 
better suited for the Company's future needs.

During the third quarter of fiscal 1996, BWAY Corporation terminated its
existing loan agreements and entered into a new 5 year $150 million Credit
Agreement. As a result of this debt extinguishment, the Company incurred an
extraordinary loss of approximately $2.5 million, net of taxes, for the
extinguishment of the Company's $50 million Senior Secured Notes and Revolving
Credit Facility.

Income before extraordinary item increased 13.8% to $4.4 million for the third
quarter of fiscal 1997 compared to $3.9 million for the third quarter of fiscal
1996. Income before extraordinary item for the nine month period was $9.1
million, an increase of 2.0% compared to the $8.9 million reported for the
comparable period of 1996. This increase is primarily attributable to the
extraordinary loss resulting from the extinguishment of debt in fiscal 1996 and
the gain on curtailment of postretirement medical benefits recorded in the third
quarter of fiscal 1997.

                                       11
<PAGE>
 
Net income for the third quarter of fiscal 1997 increased 230.3% to $4.4 million
from $1.3 million for the same period of fiscal 1996. The increase is
attributable to the extraordinary loss resulting from the extinguishment of debt
in fiscal 1996 and the curtailment gain of $5.8 million offset by the write-off
of fixed assets of $1.5 million in fiscal 1997. Net income for the nine months
ended June 29, 1997 was $9.1 million, an increase of 42.8% compared to the $6.3
million reported for the same period of fiscal 1996. This increase, given the
$2.5 million one-time charge in fiscal 1996, reflects the Company's continuing
efforts to reduce costs and improve productivity.

Earnings per share before the extraordinary loss resulting from the repayment of
debt were $0.66 per share for the third quarter of fiscal 1997 compared to $0.63
per share for the comparable period of fiscal 1996, and $1.37 per share for the
first nine months of fiscal 1997 compared to $1.44 per share for the nine month
period ended June 30, 1996.

Reported earnings per share were $0.66 per share for the third quarter of fiscal
1997 compared to $0.22 per share for the same period of 1996, and were $1.37 per
share for the first nine months of fiscal 1997 compared to $1.03 per share for
the same period of fiscal 1996. The weighted average shares outstanding were 6.7
million and 6.1 million for the respective quarters, and were 6.6 million and
6.2 million for the respective nine month periods.

During the fourth quarter of fiscal 1996, management announced plans to close
six facilities and open one new plant for strategic expansion of the Company's
business. As part of this rationalization strategy, the acquired Covington,
Georgia plant was closed during the fourth quarter of fiscal 1996 and the
acquired Peabody, Massachusetts plant was closed during the first quarter of
fiscal 1997. The majority of the equipment and business has been assigned to
other Company locations. The Company also relocated its Memphis, Tennessee
operation to a larger facility to accommodate production changes and the
strategic expansion of the Company's business. Following completion of the
facility closings described above, the Company believes that the Company's
remaining facilities will be adequate for its needs. Management continues to
review opportunities to consolidate operations and to maximize production
efficiencies by rationalizing overlapping facilities.

                        LIQUIDITY AND CAPITAL RESOURCES

In April 1997, the Company completed a private placement of $100 million of 10
1/4% senior subordinated notes due 2007 ("the Notes"). The proceeds were used to
repay approximately $96 million on the Credit Agreement. The repayment reduced
availability under the Credit Agreement from $150 million in potential
borrowings to $100 million (expandable by $25 million provided certain
conditions are met). This allows the Company to have a fixed component of debt
while maintaining flexibility for future borrowing needs.

The Company's cash requirements for operations, capital expenditures and
acquisitions during the nine months ending June 29, 1997 were financed through
three sources: the Notes, borrowings under the Credit Agreement and internally
generated cash flows. At June 29, 1997, the Company had availability under the
existing Credit Agreement to borrow an additional $76.2 million, plus an
additional $25 million if certain conditions are met.

The Company's working capital decreased $6.3 million to $16.0 million from $22.3
million for the nine months ending June 29, 1997. The decrease is primarily
attributable to 1) the increase in other current liabilities related to the
acquisition of Ball Aerosol, and 2) the increase in accrued income taxes.

The Company used approximately $41.3 million of cash to complete the Ball
Aerosol acquisition during the first fiscal quarter of 1997. The funds were
provided by borrowings from the Credit Agreement. As of June 29, 1997, the
outstanding balance on the Credit Agreement was approximately $23.8 million.

During the first nine months of fiscal 1997, the Company's operating activities
provided $31.6 million of cash. Operating activities for the same period during
the prior year reflected cash provided of $15.5 million. The increase in funds
provided during the nine months ended June 29, 1997 reflect higher non cash
items such as depreciation and amortization as well as the increase in current 
liabilities noted above.

Capital expenditures of $14.6 million in the first nine months of fiscal 1997
represent an increase of $3.3 million from the first nine months of fiscal 1996.
This increase is due primarily to the additional capital requirements from the
acquired businesses which is consistent with the Company's plan of replacing
aging equipment with more technologically advanced equipment. It is the
Company's intention to continue the rate of spending on its targeted capital
investment program, designed to increase productivity and reduce operating
costs.

                                       12
<PAGE>
 
Cash provided by financing activities during the nine months ended June 29, 1997
was $24.3 million compared to $41.9 million provided in the comparable nine
months of the prior year. Cash provided during the first nine months of fiscal
1997 was obtained through operations, the Notes and the Credit Agreement. Funds
were used to consummate the Ball Aerosol acquisition discussed above and for
capital expenditures. Management believes that cash provided from borrowings
available under the Credit Agreement, the Notes and operations will provide it
with sufficient liquidity to meet its operating needs and continue the Company's
capital expenditure initiatives for at least the next twelve months. The Company
continues to pursue growth strategies and acquisition opportunities in the North
American container industry.

On November 21, 1995, the Company announced Board approval of a limited Common
Stock Repurchase Program to accommodate employee and open market transactions.
The Company has utilized this program to facilitate acquisitions and to fund its
benefit programs. BWAY expects to continue making periodic repurchases of stock.
The cash used for these activities will be provided by cash generated through
operations and borrowing under the Credit Agreement.

The Company has historically financed its operations through cash provided by
operations and by borrowings under its credit agreements. BWAY's future
principal uses of cash will be for payment of operating expenses, funding
capital investments, payment for additional acquisitions and servicing debt.

Note: This document contains forward-looking statements as encouraged by the
Private Securities Litigation Reform Act of 1995. All statements contained in
this document, other than historical information, are forward-looking
statements. These statements represent management's current judgement on what
the future holds. A variety of factors could cause business conditions and the
Company's actual results to differ materially from those expected by the Company
or expressed in the Company's forward-looking statements. These factors include
without limitation, the Company's ability to successfully integrate acquired
businesses and implement its 3R strategic initiatives; labor unrest; changes in
market price or market demand; changes in raw material costs or availability;
loss of business from customers; unanticipated expenses; changes in financial
markets; potential equipment malfunctions; and the other factors discussed in
the Company's filings with the Securities and Exchange Commission.

                                       13
<PAGE>
 
PART II. OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

Not applicable.

ITEM 2.  CHANGES IN SECURITIES

Not applicable.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Not applicable.

ITEM 5.  OTHER INFORMATION

Not applicable.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)      See Index of Exhibits.

(b)      Report on Form 8-K was filed on April 1, 1997 reporting the press
         release for the Rule 144A private debt offering on March 25, 1997.
         Reports on Form 8-K are incorporated in this document by reference to
         the respective filings.

                                       14
<PAGE>
 
                                   SIGNATURE


Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                             BWAY  Corporation
                                               (Registrant)


 Date:  August  11, 1997                     By:  /s/ David P. Hayford
                                                  -----------------------
                                                  David P. Hayford
                                                  Senior Vice President &
                                                  Chief Financial Officer



Form 10-Q: For the quarterly period ending June 29, 1997

                                       15
<PAGE>
 
                               INDEX TO EXHIBITS
                     -------------------------------------

                                                         LOCATION OF DOCUMENT
      EXHIBIT                                                IN SEQUENTIAL
        NO.            DESCRIPTION OF DOCUMENT              NUMBERING SYSTEM
      -------      ----------------------------------    --------------------

       4.1         Indenture dated as of April 11, 
                   1997 among the Company, the                            
                   Subsidiary Guarantors and Harris   
                   Savings and Trust Company, as trustee.         (1)
 
       27          Financial Data Schedule



 



 _____________
 (1) Incorporated by reference to the respective exhibit to the Company's
 Registration Statement No. 333-26013.

                                       16