<PAGE>

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

                                   FORM 10-Q

               QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
                    OF THE SECURITIES EXCHANGE ACT OF 1934

               For the quarterly period ended December 31, 2000


                        Commission File Number 0-26178


                               Bway Corporation
            (Exact name of registrant as specified in its charter)


          DELAWARE                                        36-3624491
  (State of incorporation)                    (IRS Employer Identification No.)



                         8607 Roberts Drive, Suite 250
                          Atlanta, Georgia 30350-2230
                   (Address of principal executive offices)

                                (770) 645-4800
                        (Registrant's telephone number)


                              __________________



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 9,154,118 shares of Common Stock ($.01 par value) outstanding as of
January 18, 2001.
<PAGE>

                               BWAY CORPORATION
                    For the quarter ended December 31, 2000
                         QUARTERLY REPORT ON FORM 10-Q

<TABLE>
<CAPTION>
                                                      INDEX
                                                                                                   Page
                                                                                                  Number

                                          PART I--FINANCIAL INFORMATION
<S>                                                                                               <C>
Item 1.          Financial Statements

                 Consolidated Balance Sheets at December 31, 2000 (Unaudited) and                   3
                 October 1, 2000

                 Consolidated Statements of Income for the Three Months Ended December              4
                 31, 2000 and January 2, 2000 (Unaudited)

                 Consolidated Statements of Cash Flows for the Three Months Ended                   5
                 December 31, 2000 and January 2, 2000 (Unaudited)

                 Notes to Consolidated Financial Statements (Unaudited)                             6

Item 2.          Management's Discussion and Analysis of Financial Condition and Results            9
                 of Operations

Item 3.          Quantitative and Qualitative Disclosures About Market Risk                         10


                                        PART II--OTHER INFORMATION

Item 1.          Legal Proceedings                                                                  11

Item 2.          Changes in Securities and Use of Proceeds                                          11

Item 3.          Defaults upon Senior Securities                                                    11

Item 4.          Submission of Matters to a Vote of Security Holders                                11

Item 5.          Other Information                                                                  11

Item 6.          Exhibits and Reports on Form 8-K                                                   11
</TABLE>

                                       2
<PAGE>

                         PART I--FINANCIAL INFORMATION

Item 1.  Financial Statements

                               BWAY CORPORATION
                               AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS
                       (In thousands, except share data)

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------
                                                                               December 31,           October 1,
                                                                                   2000                  2000
                                                                                (Unaudited)
                                                                             ----------------      --------------
<S>                                                                          <C>                   <C>
Assets
   Cash and cash equivalents                                                 $       518            $        961
   Accounts receivable, net of allowance for doubtful accounts
     accounts of $530 and $508                                                    39,125                  44,083
   Inventories, net                                                               49,116                  45,522
   Current income taxes receivable                                                 5,116                   3,048
   Deferred tax asset                                                              8,988                   8,988
   Assets held for sale                                                            5,284                   5,284
   Other                                                                           2,208                   1,823
                                                                                --------                --------
      Total current assets                                                       110,355                 109,709

   Property and equipment, net                                                   130,983                 133,870

   Other assets:
     Intangible assets, net                                                       81,666                  82,636
     Deferred financing fees, net                                                  3,201                   3,189
     Other                                                                         3,196                   3,319
                                                                                --------                --------
      Total other assets                                                          88,063                  89,144
                                                                                --------                --------
       Total assets                                                          $   329,401            $    332,723
                                                                                ========                ========
Liabilities and stockholders' equity

   Current liabilities:
     Accounts payable                                                        $    52,220            $     67,155
     Accrued salaries and wages                                                    6,400                   8,032
     Accrued rebates                                                               6,118                   5,029
     Other                                                                        11,020                  14,910
                                                                                --------                --------
      Total current liabilities                                                   75,758                  95,126

Long-term debt                                                                   144,300                 126,200

Long-term liabilities:
   Deferred income taxes                                                          22,044                  22,044
   Other                                                                          10,560                  10,392
                                                                                --------                --------
      Total long-term liabilities                                                 32,604                  32,436
                                                                                --------                --------

Commitments and contingencies

Stockholders' equity:
   Preferred stock, $.01 par value, authorized 5,000,000 shares                        -                       -
   Common stock, $.01 par value; authorized 24,000,000 shares,
      issued 9,851,002 shares                                                         99                      99
   Additional paid-in capital                                                     36,760                  36,760
   Retained earnings                                                              51,053                  52,901
                                                                                --------                --------
                                                                                  87,912                  89,760
   Less treasury stock, at cost, 660,084 and 584,184 shares                      (11,173)                (10,799)
                                                                                --------                --------
      Total stockholders' equity                                                  76,739                  78,961
                                                                                --------                --------
       Total liabilities and stockholders' equity                            $   329,401           $     332,723
                                                                                ========                ========
</TABLE>

See notes to consolidated financial statements (unaudited).

                                       3
<PAGE>

                               BWAY CORPORATION
                               AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
                     (In thousands, except per share data)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                 Three Months Ended
                                                                                                 ------------------
                                                                                          December 31,           January 2,
                                                                                              2000                  2000
                                                                                      -------------------    -----------------
<S>                                                                                   <C>                    <C>
Net sales                                                                             $           103,107    $         106,739

Costs, expenses and other:

     Cost of products sold (excluding depreciation and amortization)                               94,138               95,402
     Depreciation and amortization                                                                  5,353                5,044
     Selling and administrative expenses                                                            3,558                4,357
     Interest expense, net                                                                          3,931                3,890
     Other, net                                                                                       (23)                (181)
                                                                                      -------------------    -----------------
          Total costs, expenses and other                                                         106,957              108,512

Loss before income taxes                                                                           (3,850)              (1,773)

Benefit from income taxes                                                                          (2,002)                (807)
                                                                                      -------------------    -----------------
Net loss                                                                              $            (1,848)   $            (966)
                                                                                      ===================    =================

Loss per common share:
----------------------
Basic and diluted loss per common share                                               $             (0.20)   $           (0.10)
                                                                                      ===================    =================
Weighted average basic and diluted common shares outstanding                                        9,195                9,303
                                                                                      ===================    =================
</TABLE>

See notes to consolidated financial statements (unaudited).


                                       4
<PAGE>

                               BWAY CORPORATION
                               AND SUBSIDIARIES
               CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
                                (In thousands)

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------------
                                                                                                      Three Months Ended
                                                                                                      ------------------
                                                                                               December 31,           January 2,
                                                                                                   2000                  2000
                                                                                            -----------------      ---------------
<S>                                                                                         <C>                    <C>
Operating activities:
  Net loss                                                                                  $          (1,848)     $          (966)
  Adjustments to reconcile net loss to net cash used in operating activities:
     Depreciation                                                                                       4,383                4,052
     Amortization of goodwill and other intangibles                                                       970                  993
     Amortization of deferred financing costs                                                             238                  187
     Provision for doubtful accounts                                                                       22                   25
     Gain on disposition of property, plant and equipment                                                 (34)                 (29)
     Changes in assets and liabilities:
          Accounts receivable                                                                           4,936                8,550
          Inventories                                                                                  (3,594)             (18,104)
          Other assets                                                                                   (262)                (206)
          Accounts payable                                                                             (8,499)                 (46)
          Accrued liabilities                                                                          (4,503)              (2,966)
          Income taxes, net                                                                            (2,068)                (816)
                                                                                            -----------------      ---------------
               Net cash used in operating activities                                                  (10,259)              (9,326)
                                                                                            -----------------      ---------------

Investing activities:
  Capital expenditures                                                                                 (2,011)              (3,422)
  Proceeds from disposition of property, plant and equipment                                                9                    -
  Other                                                                                                     7                    -
                                                                                            -----------------      ---------------
               Net cash used in investing activities                                                   (1,995)              (3,422)
                                                                                            -----------------      ---------------

Financing activities:
  Net borrowings under bank revolving credit agreement                                                 18,100               23,600
  Decrease in unpresented bank drafts                                                                  (5,665)              (8,813)
  Purchases of treasury stock, net                                                                       (374)                 (48)
  Financing costs incurred                                                                               (250)                (313)
                                                                                            -----------------      ---------------
               Net cash provided by financing activities                                               11,811               14,426
                                                                                            -----------------      ---------------

Net increase (decrease) in cash and equivalents                                                          (443)               1,678

Cash and equivalents:
  Beginning of period                                                                                     961                  696
                                                                                            -----------------      ---------------
  End of period                                                                             $             518      $         2,374
                                                                                            =================      ===============




Supplemental Disclosures of Cash Flow Information:

  Cash paid during the period for:
     Interest                                                                               $           6,205      $         6,356
                                                                                            =================      ===============
     Income taxes                                                                           $              66      $             9
                                                                                            =================      ===============

Noncash Investing And Financing Activities:
                                                                                            =================      ===============
  Amounts owed for capital expenditures                                                     $             476      $           865
                                                                                            =================      ===============
</TABLE>

See notes to consolidated financial statements (unaudited).

                                       5
<PAGE>

                               BWAY CORPORATION
                               AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
--------------------------------------------------------------------------------

1. GENERAL

   The accompanying consolidated financial statements have been prepared by the
   Company without audit. Certain information and footnote disclosures,
   including significant accounting policies, normally included in financial
   statements prepared in accordance with accounting principles generally
   accepted in the United States of America have been condensed or omitted. The
   consolidated financial statements as of December 31, 2000 and October 1, 2000
   and for the three months ended December 31, 2000 and January 2, 2000 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 ended December 31, 2000 are not necessarily
   indicative of the results that may be expected for the entire year. These
   statements and the accompanying notes should be read in conjunction with the
   Company's Annual Report on Form 10-K for the year ended October 1, 2000.

   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:

                                                  December 31,     October 1,
                                                      2000            2000
                                                  -------------    -----------
   Inventories at FIFO cost:
     Raw materials                              $         6,132  $       6,033
     Work-in-process                                     33,223         30,415
     Finished goods                                       9,831          9,074
                                                  -------------    -----------
                                                         49,186         45,522
     LIFO reserve                                            91            161
     Market reserve                                        (161)          (161)
                                                  -------------    -----------
             Inventories, net                   $        49,116  $      45,522
                                                  =============    ===========

3. STOCKHOLDERS' EQUITY

   Earnings per common share are based on the weighted average number of common
   shares and common stock equivalents outstanding during each period presented
   including vested and unvested shares issued under the Company's current long-
   term incentive plan, as amended. Weighted average basic common shares
   outstanding were 9.2 million and 9.3 million in the first fiscal quarters of
   2001 and 2000, respectively. Weighted average diluted common shares
   outstanding were 9.2 million and 9.3 million in the first fiscal quarters of
   2001 and 2000, respectively. For the fiscal quarters ended December 31, 2000
   and January 2, 2000, approximately 4,000 and 6,000 common stock equivalents,
   respectively, were excluded from the related diluted loss per common share
   calculation because they were anti-dilutive due to the net loss during the
   period. During the first quarter of fiscal 2001, the Company purchased
   $374,000 of treasury stock. In November 2000, the Company's Board of
   Directors approved a $3 million increase in the Company's stock repurchase
   program. The Company has historically purchased its stock and expects to
   continue this practice in the future.

4. CREDIT AGREEMENT

   At December 31, 2000, the Company had a borrowing limit under its Credit
   Agreement of $125 million. Due to certain Credit Agreement restrictions,
   $72.5 million of the $125 million was available to the Company. The Company
   had borrowed $44.3 million of available borrowings at December 31, 2000. The
   Company's Credit Agreement expires in June 2002.

   On November 8, 2000, the Company and its lenders executed an amendment to the
   Credit Agreement that modified certain restrictive covenants. As of December
   31, 2000, the Company was in compliance with all restrictive covenants under
   the Credit Agreement, as amended.

                                       6
<PAGE>

5.  RESTRUCTURING AND IMPAIRMENT CHARGE AND PURCHASE ACCOUNTING LIABILITIES

    The following table sets forth changes in the Company's purchase accounting
    and restructuring liabilities from October 1, 2000 to December 31, 2000. The
    nature of the liabilities has not changed from those previously reported in
    the Company's Annual Report on Form 10-K for the fiscal year ended October
    1, 2000.

<TABLE>
<CAPTION>
    (in millions)                      Balance                                      Balance
                                      October 1,       New                        December 31,
                                         2000        Charges      Expenditures        2000
                                     ------------   ----------    ------------    ------------
    <S>                             <C>            <C>           <C>             <C>
    Purchase accounting
          liabilities:

        Equipment demolition costs  $         1.1  $        --   $        (0.9)  $         0.2
        Severance costs                       0.2           --            (0.2)             --
        Facility closure costs                1.2           --            (0.3)            0.9
                                     ------------   ----------    ------------    ------------
            Total purchase
            accounting liabilities            2.5           --            (1.4)            1.1
                                     ------------   ----------    ------------    ------------

    Restructuring liabilities :
        Severance costs                       0.1           --            (0.1)             --
        Facility closure costs                0.4           --              --             0.4
        Other                                 0.4           --            (0.1)            0.3
                                     ------------   ----------    ------------    ------------
            Total restructuring
            liabilities                       0.9           --            (0.2)            0.7
                                     ------------   ----------    ------------    ------------

    Total restructuring and
      purchase accounting
      liabilities included in
      other current liabilities     $         3.4  $        --   $        (1.6)  $         1.8
                                     ============   ==========    ============    ============
</TABLE>

6.  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. In December 2000, DNR
    asked the Company and Owens-Illinois to modify the investigation report to
    address certain issues. Such request may necessitate additional
    investigatory work at the site. Owens-Illinois and the Company are currently
    discussing the requested modifications with DNR.

    In April 1999 at the Company's Homerville, Georgia facility, the Company
    entered into a consent order with the Georgia Department of Natural
    Resources ("DNR") related to certain industrial wastewater and cooling water
    discharges that exceeded allowable limits. The project related to the
    consent order is complete with expenditures to date of approximately
    $200,000. In the first quarter of fiscal 2001, the DNR terminated the
    consent order.

    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.

                                       7
<PAGE>

    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.

7.  RECENT ACCOUNTING PRONOUNCEMENTS

    As of October 2, 2000, the Company adopted the Statement of Financial
    Accounting Standards No. 133 ("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 as either assets or liabilities in the balance sheet and measure
    such instruments at fair value. The adoption of these standards did not have
    a material impact on the Company's consolidated financial statements.

                                       8
<PAGE>

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

Results of Operations

Net sales decreased 3.4% in the first quarter of fiscal 2001 to $103.1 million
from $106.7 million in the first quarter of fiscal 2000. The decrease results
primarily from a general business slowdown, continued inventory reductions on
the part of the Company's customers, and slower than anticipated realization of
new business.

Cost of products sold (excluding depreciation and amortization) decreased 1.3%
to $94.1 million in the first quarter of fiscal 2001 from $95.4 million in the
first quarter of fiscal 2000. Cost of products sold as a percentage of net sales
increased to 91.3% in the first quarter of fiscal 2001 from 89.4% in the first
quarter of fiscal 2000. The increase in cost of products sold as a percentage of
net sales was primarily attributable to lower sales and weak operating
performance at certain of the Company's manufacturing facilities during the
first quarter of fiscal 2001. The Company's Cincinnati, Ohio material center
services operation performed significantly below expectations during the
quarter. The Company has conducted a strategic review of this facility and is
exiting certain customer relationships where technical and production
requirements do not fit the capability of the facility.

Depreciation and amortization expense increased $0.4 million to $5.4 million in
the first quarter of fiscal 2001 from $5.0 million in the first quarter of
fiscal 2000. The increase is primarily due to the Company's capital expenditure
program.

Selling and administrative expense decreased 18.3% to $3.6 million in the first
quarter of fiscal 2001 from $4.4 million in the first quarter of fiscal 2000.
Selling and administrative expense as a percentage of net sales decreased to
3.5% for the first quarter of fiscal 2001 from 4.1% for the first quarter of
fiscal 2000. The decrease in selling and administrative expense was primarily
the result of the elimination of overhead costs due to the Company's
restructuring during the second quarter of fiscal 2000.

Interest expense was $3.9 million in each of the first fiscal quarters of 2001
and 2000. The Company's outstanding debt under the Credit Agreement decreased to
$44.3 million at December 31, 2000 from $70.1 at January 2, 2000. However, the
Company's borrowing rate under the Credit Agreement increased from the first
quarter of fiscal 2000 to the first quarter of fiscal 2001 due to higher London
InterBank Offered Rates ("LIBOR") and higher rate margins.

Loss before taxes increased $2.1 million to $3.9 million in the first quarter of
fiscal 2001 from $1.8 million in the first quarter of fiscal 2000. The increase
was due to the factors discussed above. The income tax benefit increased $1.2
million to $2.0 million in the first quarter of fiscal 2001 from $0.8 million in
the first quarter of fiscal 2000. The increase is due to a greater loss and to a
higher effective tax rate.

Diluted loss per common share increased $0.10 to $0.20 for the first quarter of
fiscal 2001 from $0.10 from the first quarter of 2000. The weighted average
diluted common shares outstanding were 9.2 million and 9.3 million for the
respective quarters.

Liquidity and Capital Resources

The Company's cash requirements for operations and capital expenditures during
the quarter ended December 31, 2000 were primarily financed through internally
generated cash flows and borrowings under the Company's Credit Agreement. At
December 31, 2000, the Company had a borrowing limit under its Credit Agreement
of $125 million. The Company was in compliance with all Credit Agreement
covenants for the quarter ended December 31, 2000. Interest rates under the
Credit Agreement are either prime (as determined by Bank of America) plus an
applicable rate margin or at LIBOR plus an applicable rate margin at the option
of the Company. Rate margins are reset quarterly based on financial performance
during the preceding four quarters. At December 31, 2000, the prime rate margin
was 0.625% and the LIBOR rate margin was 1.625%.

As of December 31, 2000, the Company had borrowed $44.3 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
December 31, 2000, this covenant effectively limited the Company's available
borrowings to a total of $72.5 million.

Net cash used in operating activities was $10.3 million during the first quarter
of fiscal 2001 compared to $9.3 million used during the first quarter of fiscal
2000. During the first quarter of fiscal 2001, cash from operating activities
was primarily provided by net income before depreciation and amortization and by
reductions of accounts receivable. Cash was primarily used to reduce accounts
payable and accrued liabilities and to increase inventories. Inventories are
generally lower and accounts payable are generally higher at the fiscal year
end. The first quarter is typically negatively impacted as inventory and
accounts payable return to normal operating levels during the quarter.

Net cash used in investing activities was $2.0 million during the first quarter
of fiscal 2001 compared to $3.4 million during the first quarter of fiscal 2000.
Net cash used in investing activities was primarily used for capital
expenditures during the first quarter of each fiscal year.

                                       9
<PAGE>

Net cash provided by financing activities was $11.8 million during the first
quarter of fiscal 2001 compared to $14.4 million during the first quarter of
fiscal 2000. Net borrowings under the Company's credit agreement decreased $5.5
million to $18.1 million for the first fiscal quarter of 2001 compared to $23.6
million for the first fiscal quarter of 2000. Cash used in financing activities
for the first fiscal quarter of 2001 was used to decrease unpresented bank
drafts and to purchase treasury stock.

At December 31, 2000, the Company was restricted in its ability to pay dividends
and make other restricted payments in an amount greater than approximately $1.6
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.

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 judgment 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 costs 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 3.  Quantitative and Qualitative Disclosures About Market Risk

The Company's interest rates under its Credit Agreement are variable subject to
market changes and applicable rate margins based on the Company's financial
performance. At December 31, 2000, the Company had borrowings under the Credit
Agreement of $44.3 million that were subject to interest rate risk. Each 100
basis point increase in interest rates would impact quarterly pretax earnings by
$0.1 million at the debt level at December 31, 2000.

                                       10
<PAGE>

                          PART II--OTHER INFORMATION

Item 1.  Legal Proceedings

Not applicable.

Item 2.  Changes in Securities and Use of Proceeds

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

See Index to Exhibits. There were no reports filed on Form 8-K during the
quarter ended December 31, 2000.

                                       11
<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:   January 30, 2001                By: /s/ Kevin C. Kern
                                            --------------------------------
                                                Kevin C. Kern
                                                Vice President and
                                                Corporate Controller
                                                (Principal Financial Officer and
                                                Principal Accounting Officer)



Form 10-Q: For the quarterly period ended December 31, 2000

                                       12
<PAGE>

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

  Exhibit
    No.                    Description of Document
-----------    -----------------------------------------------------------

               None

                                       13