<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 April 4, 1999

                                      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 Identification No.)
of incorporation or organization)


                         8607 Roberts Drive, Suite 250
                          Atlanta, Georgia 30350-2322
                   (Address of principal executive offices)
                                  (Zip Code)

                                (770) 645-4800
             (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 9,323,318 shares of Common Stock ($.01 par value) outstanding as of
May 12, 1999.
<PAGE>
 
                               BWAY Corporation
                         QUARTERLY REPORT ON FORM 10-Q
                             For the quarter ended
                                 April 4, 1999

                                     INDEX
                                                                    Page Number
PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

         Consolidated Balance Sheets at April 4, 1999
           and September 27, 1998  (Unaudited)                             3

         Consolidated Statements of Income for the three month
           and six month periods ended April 4, 1999 and
           March 29, 1998  (Unaudited)                                     4

         Consolidated Statements of Cash Flows for the six
           month periods ended April 4, 1999 and March 29, 1998
           (Unaudited)                                                     5-6

         Notes to Consolidated Financial Statements (Unaudited)            7-11

Item 2.  Management's Discussion and Analysis of Financial Condition
           and Results of Operations                                       12-15

Item 3.  Quantitative and Qualitative Disclosures About Market Risk        16

PART II. OTHER INFORMATION

Item 1.  Legal Proceedings                                                 17

Item 2.  Changes in Securities and Use of Proceeds                         17

Item 3.  Defaults upon Senior Securities                                   17

Item 4.  Submission of Matters to a Vote of Security Holders               17

Item 5.  Other Information                                                 17

Item 6.  Exhibits and Reports on Form 8-K                                  17

                                       2
<PAGE>
 
Part I.     Financial Information
    Item 1.     Financial Statements
  
 
                               BWAY CORPORATION
                               AND SUBSIDIARIES
                    CONSOLIDATED BALANCE SHEETS (UNAUDITED)
                (In Thousands, Except Share and per Share Data)

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------
                                                                   April 4,   September 27,
ASSETS                                                              1999         1998
<S>                                                              <C>          <C>
  CURRENT ASSETS:
     Cash and cash equivalents                                   $   2,959    $   2,303
     Accounts receivable, net of allowance of $526 at
         April 4, 1999 and $533 at September 27, 1998               45,397       35,574
     Inventories                                                    52,409       39,723
     Deferred tax asset                                              8,865        4,251
     Assets held for sale                                           17,231        5,377
     Other current assets                                            1,590        4,099
                                                                 ---------    ---------
        Total Current Assets                                       128,451       91,327
                                                                 ---------    ---------
  PROPERTY, PLANT AND EQUIPMENT--Net                               144,258      133,960
                                                                 ---------    ---------
  OTHER ASSETS:
     Intangible assets, net                                         89,577       82,279
     Deferred financing costs, net                                   4,104        4,298
     Other assets                                                    1,615        1,847
                                                                 ---------    ---------
          Total Other Assets                                        95,296       88,424
                                                                 ---------    ---------
                                                                 $ 368,005    $ 313,711
                                                                 =========    =========
LIABILITIES AND STOCKHOLDERS' EQUITY

  CURRENT LIABILITIES:
     Accounts payable                                            $  62,123    $  57,095
     Accrued salaries & wages                                        6,830        9,740
     Other current liabilities                                      22,371       17,124
     Accrued rebates                                                 5,453        5,959
     Current maturities of long-term debt                              432          672
                                                                 ---------    ---------
           Total Current Liabilities                                97,209       90,590
                                                                 ---------    ---------
  LONG-TERM DEBT                                                   163,900      121,600

  LONG-TERM LIABILITIES:
     Deferred income taxes                                          16,408       15,118
     Other long-term liabilities                                     9,211        9,215
                                                                 ---------    ---------
           Total Long Term Liabilities                              25,619       24,333
                                                                 ---------    ---------
COMMITMENTS AND CONTINGENCIES

 STOCKHOLDERS' EQUITY:
   Preferred stock, $.01 par value, authorized 5,000 shares           --          --  
   Common stock, $.01 par value; authorized 24,000,000 shares,
     Issued 9,851,002                                                   99           99
   Additional paid-in capital                                       37,240       37,395
   Retained earnings                                                54,883       50,192
                                                                 ---------    ---------
                                                                    92,222       87,686
   Less treasury stock, at cost, 527,684 and 490,384
     (April 4, 1999 and September 27, 1998)                        (10,945)     (10,498)
                                                                 ---------    ---------
         Total Stockholders' Equity                                 81,277       77,188
                                                                 ---------    ---------
                                                                 $ 368,005    $ 313,711
                                                                 =========    =========
</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        Six Months Ended         
                                                           -----------------------    --------------------
                                                             April 4,    March 29,     April 4,   March 29,
                                                              1999         1998         1999        1998
<S>                                                         <C>          <C>          <C>          <C>
NET SALES                                                   $ 121,536    $ 101,165    $ 226,522    $ 193,279

COSTS, EXPENSES AND OTHER:

   Cost of products sold (excluding
     depreciation and amortization)                           102,504       83,819      191,805      160,451

   Depreciation and amortization                                4,623        3,358        9,224        6,885

   Selling and administrative expense                           5,459        5,117       10,328        9,916

   Interest expense, net                                        3,505        3,493        7,189        6,989

   Gain on curtailment of postretirement medical benefits        --         (1,547)        --         (1,547)

   Other, net                                                    (264)         148         (182)          86
                                                            ---------    ---------    ---------    ---------
         Total costs, expenses and other                      115,827       94,388      218,364      182,780
                                                            ---------    ---------    ---------    ---------
INCOME BEFORE INCOME TAXES AND
 CUMULATIVE EFFECT OF CHANGE IN
 ACCOUNTING                                                     5,709        6,777        8,158       10,499

PROVISION FOR INCOME TAXES                                      2,425        2,831        3,467        4,357
                                                            ---------    ---------    ---------    ---------
INCOME BEFORE CUMULATIVE EFFECT OF
 CHANGE IN ACCOUNTING                                           3,284        3,946        4,691        6,142

CUMULATIVE EFFECT OF CHANGE IN
 ACCOUNTING FOR SYSTEMS DEVELOPMENT
 COSTS--NET OF RELATED TAX BENEFIT OF $823                      --           --           --         (1,161)
                                                            ---------    ---------    ---------    ---------
NET INCOME                                                  $   3,284    $   3,946    $   4,691    $   4,981
                                                            =========    =========    =========    ========= 

EARNINGS PER SHARE BEFORE CUMULATIVE ACCOUNTING CHANGE:

Basic Earnings Per Common Share                             $    0.35    $    0.42    $    0.50    $    0.64
                                                            =========    =========    =========    ========= 
Weighted Average Basic Common Shares Outstanding                9,320        9,473        9,326        9,614
                                                            =========    =========    =========    ========= 

Diluted Earnings Per Common Share                           $    0.35    $    0.40    $    0.49    $    0.61
                                                            =========    =========    =========    ========= 
Weighted Average Diluted Common Shares Outstanding              9,435        9,968        9,503       10,076
                                                            =========    =========    =========    ========= 

EARNINGS PER SHARE AFTER CUMULATIVE ACCOUNTING CHANGE:

Basic Earnings Per Common Share                             $    0.35    $    0.42    $    0.50    $    0.52
                                                            =========    =========    =========    ========= 
Weighted Average Basic Common Shares Outstanding                9,320        9,473        9,326        9,614
                                                            =========    =========    =========    ========= 
Diluted Earnings Per Common Share                           $    0.35    $    0.40    $    0.49    $    0.49
                                                            =========    =========    =========    ========= 
Weighted Average Diluted Common Shares Outstanding              9,435        9,968        9,503       10,076
                                                            =========    =========    =========    ========= 


</TABLE>
See notes to consolidated financial statements

                                       4
<PAGE>
 
<TABLE> 
<CAPTION> 


                               BWAY CORPORATION
                               AND SUBSIDIARIES
               CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
                                (In Thousands)
______________________________________________________________________________________________________
                                                                                   Six Months Ended
                                                                                 ---------------------
                                                                                 April 4,    March 29,
                                                                                   1999        1998
<S>                                                                             <C>         <C> 
OPERATING ACTIVITIES:                                                
Net Income                                                                      $  4,691    $  4,981
Adjustments to reconcile net income to net cash provided by (used in)
Operating activities:                                                
  Depreciation                                                                     7,267       5,089
  Amortization of intangibles                                                      1,957       1,796
  Amortization of deferred financing costs                                           367         367
  Curtailment gain                                                                  --        (1,547)
  Cumulative effect of change in accounting principle (net)                         --         1,161
  Provisions for doubtful accounts                                                    (7)         78
  (Gain) / Loss on disposition of property, plant and equipment                     (186)         49
  Changes in assets and liabilities, net of effects of business acquisitions: 
    Accounts receivable                                                              921      (2,484)
    Inventories                                                                   (8,216)     (6,347)
    Other assets                                                                   3,753      (1,146)
    Accounts payable                                                               9,832      (5,908)
    Accrued liabilities                                                           (5,150)     (3,898)
    Income taxes, net                                                              4,018         658
                                                                                --------    --------
        Net cash provided by (used in) operating activities                       19,247      (7,151)
                                                                                --------    --------
INVESTING ACTIVITIES:                                                
   Capital expenditures                                                          (15,374)    (17,485)
   Proceeds from disposition of property, plant and equipment                      4,420         365
   Acquisitions, net of cash acquired                                            (30,187)       --
   Assets held for sale                                                          (10,916)       --  
   Other                                                                            (128)       --
                                                                                --------    --------
       Net cash used in investing activities                                     (52,185)    (17,120)
                                                                                --------    --------
FINANCING ACTIVITIES:                                                
   Net  borrowings under bank credit agreement                                    42,300      38,100
   Repayments on long-term debt                                                     (240)       (258)
   Increase (decrease) in unpresented bank drafts                                 (7,691)     (4,368)
   Net purchases of treasury stock                                                  (602)     (8,676)
   Financing costs incurred                                                         (173)       (100)
   Other                                                                            --           668
                                                                                --------    -------- 
      Net cash provided by financing activities                                   33,594      25,366
                                                                                --------    --------
NET INCREASE IN CASH AND CASH EQUIVALENTS                                            656       1,095
                                                                     
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                                     2,303       1,374
                                                                                --------    --------
CASH AND CASH EQUIVALENTS, END OF PERIOD                                        $  2,959    $  2,469
                                                                                ========    ========
                                                                                          (Continued)
</TABLE> 

                                       5
<PAGE>
 
<TABLE> 
<CAPTION> 

                               BWAY CORPORATION
                               AND SUBSIDIARIES
               CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
                                (In Thousands)
______________________________________________________________________________________________________
                                                                                   Six Months Ended
                                                                                 ---------------------
                                                                                 April 4,    March 29,
                                                                                   1999        1998
<S>                                                                             <C>         <C> 
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
   Cash paid during the period for:
      Interest                                                                  $  6,979    $  6,792
                                                                                ========    ========
      Income taxes                                                              $    403    $  3,840
                                                                                ========    ======== 
NONCASH INVESTING AND FINANCING ACTIVITIES:
   Amounts owed for capital expenditures                                        $ 1 ,431    $    650
                                                                                ========    ======== 
Details of businesses acquired were as follows:
Fair value of assets acquired                                                   $ 51,400
Liabilities assumed                                                              (21,213)
                                                                                --------
Net cash paid for acquisitions                                                  $ 30,187
                                                                                ========
</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 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 generally accepted accounting
   principles have been condensed or omitted. The consolidated financial
   statements as of April 4, 1999 and September 27, 1998 and for the three and
   six month periods ended April 4, 1999 and March 29, 1998 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 six months ended April 4, 1999 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 are
   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:
                                              April 4,   September 27,
                                               1999          1998
   Inventories at FIFO Cost:
     Raw materials                           $ 10,793    $  6,555
     Work-in-process                           28,382      22,695
     Finished goods                            13,457      10,696
                                             --------    --------
                                             $ 52,632    $ 39,946 
   Reserve for LIFO                              (223)       (223)
                                             --------    --------
                                             $ 52,409    $ 39,723
                                             ========    ========
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 Current Plan. Weighted
   average basic common shares outstanding for the second quarter of fiscal 1999
   and 1998 were 9.3 million and 9.5 million, respectively. Weighted average
   diluted common shares outstanding for the second quarter of fiscal 1999 and
   1998 were 9.4 million and 10.0 million, respectively.

 
4.  ACQUISITIONS

     U.S. Can Metal Services Operations

    On November 9, 1998, BWAY acquired substantially all of the assets of the
    United States Can Company's metal services operations for approximately $31
    million plus the assumption of certain liabilities, including trade
    payables, certain employee liabilities, and leases (the "U.S. Can
    Acquisition"). The purchase price was subject to an adjustment based upon
    the change in working capital from July 31, 1998 to November 9, 1998. A
    portion of the working capital adjustment was settled during the second
    quarter of fiscal 1999. This adjustment totaled $1.5 million and was
    comprised substantially of uncollectable accounts receivable for which 
    BWAY was reimbursed. The acquisition includes three operating plants and one
    non-operating plant. The acquired facilities operate two different
    businesses, coating and lithography which is part of the Company's growth
    strategy, and tinplate metal services which is not a core business of the
    Company. Subsequent to the acquisition, the Company signed a binding letter
    of intent to sell the tinplate services business. As the result of the
    pending sale and the Company's 3R initiative to rationalize, reengineer and
    recapitalize operations, the Company has announced plans to close

                                       7
<PAGE>
 
    two of the acquired facilities.

    The purchase method of accounting was used to establish and record a new
    cost basis for the assets acquired and liabilities assumed. The allocation
    of the purchase price and acquisition costs to the assets acquired and
    liabilities assumed is preliminary at April 4, 1999, 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 the U.S. Can Acquisition have been included in the
    Company's consolidated financial statements since the date of acquisition
    except for the tinplate services business which is being sold as described
    below. The excess purchase price over fair market value of net identifiable
    assets acquired was in aggregate $9.2 million.

    On November 17, 1998, the Company signed a binding letter of intent to sell
    the acquired tinplate services business. The tinplate services business
    primarily purchases, processes and sells nonprime steel to third party
    customers. The Company expects to finalize the sale of the tinplate services
    business by the end of fiscal 1999. The Company has excluded from operations
    losses of $1.0 million, including interest expense of $0.2 million, from the
    results of operations for the quarter ended April 4, 1999. The net assets to
    be disposed of $10.2 million are included in assets held for sale on the
    balance sheet. The net assets to be sold include $1.3 million in total
    estimated losses prior to closure before the end of fiscal 1999.

    Management has committed to a plan to exit certain activities of the
    acquired companies and integrate acquired assets and businesses with BWAY
    facilities. In connection with recording the purchases, the Company
    established a reorganization liability of approximately $2.9 million, which
    is classified in other current liabilities. The liability represents 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 may result in further adjustments to this reserve. As of
    April 4, 1999, the Company had not charged any costs against the
    reorganization liability.

    The following pro forma results assume that the U.S. Can Acquisition
    occurred at the beginning of the fiscal year ended September 27, 1998 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.
    

<TABLE> 
<CAPTION> 


                                           Three Months Ended                        Six Months Ended
                                    April 4, 1999    March 29, 1998            April 4, 1999    March 29, 1998
                                                     (In thousands, except per share amounts)
--------------------------------------------------------------------------------------------------------------
<S>                               <C>                 <C>                       <C>                <C> 
Net sales                         $   121,536         $   101,165               $   235,572        $   221,736
Net income                        $     3,284         $     3,946               $     4,329        $     5,007
Earnings per common share:
       Net income - Basic         $      0.35         $      0.42               $      0.46        $      0.52
       Net income - Diluted       $      0.35         $      0.40               $      0.46        $      0.50
--------------------------------------------------------------------------------------------------------------
</TABLE> 

    The pro forma financial information is not necessarily indicative of the
    operating results that would have occurred had the acquisition been
    consummated as of the beginning of fiscal 1998, nor is it necessarily
    indicative of future operating results.

5.  LONG-TERM DEBT

    On November 2, 1998, the Company and its lenders executed an amendment to
    the Credit Agreement, which modified certain restrictive financial covenants
    and provided greater flexibility with respect to certain investments in
    joint ventures. Additionally, the Company exercised its option to increase
    the available borrowing limit to $125 million. The Credit Agreement
    currently provides that the Company and its subsidiaries can borrow up to
    $125 million, and gives the Company an option to increase its borrowing
    limit by an additional $25 million, provided certain conditions are met.
    Interest rates under the Credit Agreement are based on rate margins ("Rate
    Margin") for either the prime rate as announced by Bank of America (formerly
    NationsBank, N.A.) from time to time or LIBOR, at the option of the Company.
    The applicable rate margin is determined on a quarterly basis by a review of
    the Company's leverage ratio. Loans under the Credit Agreement are unsecured
    and can be repaid at the option of the Company without premium or penalty.
    The Credit Agreement is subject to certain restrictive covenants, including
    financial covenants, which require the

                                       8
<PAGE>
 
    Company to maintain a certain minimum level of net worth and certain
    leverage ratios. In addition, the Company is restricted in its ability to
    pay dividends and make other restricted payments.

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

    At April 4, 1999, the Company was restricted in its ability to pay dividends
    and make other restricted payments in an amount greater than approximately
    $11.3 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.

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


6.  ACCOUNTING CHANGE

    On November 20, 1997 the FASB's Emerging Issues Task Force (EITF) issued a
    consensus ruling, which affects the accounting treatment of certain
    information systems and process reengineering costs. The Company is involved
    in a business information systems and process reengineering project that is
    subject to this pronouncement. Based on the EITF consensus, $2.0 million
    before tax of the previously capitalized costs associated with this project
    were expensed in the first fiscal quarter of 1998, as a change in accounting
    method. A one-time charge of $1.2 million after tax or $0.11 per diluted
    share for the cumulative effect of this new accounting interpretation for
    business information systems and process reengineering activities reduced
    first quarter of 1998 net earnings to $1.0 million or $0.10 per fully
    diluted share.


7.  RESTRUCTURING AND IMPAIRMENT OF ASSETS

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

    The 1998 restructuring and impairment charge totaled $11.5 million and
    consisted of the following: $7.8 million related to the closure of the
    plants and transportation department and $3.7 million related to other asset
    impairments. The $7.8 million related to the plant and transportation
    department closure includes $2.1 million for severance costs, $2.2 million
    for other facility closure costs and $3.5 million for asset impairments
    related to the plant shut-downs. In connection with the closure of the
    plants announced in 1998, $1.2 million of real property is held for sale.
    (See Note 8.)

    During fiscal 1998, the Company charged approximately $1.7 million against
    the restructuring reserve for severance benefits. In connection with the
    plant closures, the plan was for the termination of 210 employees. As of
    January 3, 1999, all employees were terminated.

    During the second quarter of fiscal 1999, the Company charged approximately
    $0.4 million against the 1998 restructuring reserve for facility closure
    costs.

                                       9
<PAGE>
 
8.  ASSETS HELD FOR SALE

    In connection with the closure of the plants announced in 1998, $1.2 million
    of real property is held for sale. This property includes land of $0.2
    million and $1.0 million of buildings, which are held for sale at April 4,
    1999. On March 25, 1999, the Company sold the Solon, Ohio facility for $4.5
    million resulting in a net gain of $0.2 million.

    Additionally, the Company has entered into negotiations and is considering
    options regarding a sale-leaseback transaction for its Cincinnati, Ohio
    facility. The Company plans to complete this transaction by the third
    quarter of fiscal 1999; therefore, the Company has reclassified the net book
    value of $6.0 million for the land and building to assets held for sale.
    These transactions are the result of the Company's 3R initiative to
    rationalize, reengineer and recapitalize operations.


9.  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
    releases of hazardous substances. The Company believes that it is in
    substantial compliance with all material environmental, health and safety
    requirements. In the course of its operations, the Company handles hazardous
    substances. As is the case with any industrial operation, if a release of
    hazardous substances occurs on or from the Company's facilities or at
    offsite waste disposal sites, the Company may be required to remedy such
    release. There are no material capital expenditures relating to
    environmental compliance expected for fiscal 1999 or fiscal 2000.

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

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

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

    The current owner and former operator of the Company"s recently acquired
    Trenton, New Jersey facility, U.S. Eagle 

                                       10
<PAGE>
 
    Litho ("U.S. Eagle"), is required to investigate and remediate contamination
    at that location under the New Jersey Industrial Site Recovery Act ("IRSA").
    U.S. Eagle, which owns the Trenton facility and leases it to the Company,
    became obligated to fully investigate and remediate areas of concern at the
    Trenton facility when it sold certain assets of its Trenton can
    manufacturing business in 1988. U.S. Eagle is currently conducting soil and
    groundwater remediation at several identified areas of concern at the site.
    Under ISRA, U.S. Eagle is fully responsible for investigation and
    remediation of the identified areas of concern. The Company is not
    responsible for any costs to investigate or clean-up past releases being
    addressed by U.S. Eagle. In addition, this matter is indemnified by U.S. Can
    subject to certain limitations.

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

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

                                       11
<PAGE>
 
Item 2.     Management's Discussion and Analysis of Financial Condition and 
            Results of Operations

                             Results of Operations

Net sales increased 20.1% in the second quarter of fiscal 1999 to $121.5 million
from $101.2 million in the second quarter of fiscal 1998. Net sales for the six
months ended April 4, 1999 increased 17.2% to $226.5 million compared to $193.3
million for the six months ended March 29, 1998. This increase was largely due
to a combination of incremental sales volume provided from the U.S. Can
Acquisition and by moderate improvement in general line sales.

Cost of products sold (excluding depreciation and amortization) increased 22.3%
in the second quarter of fiscal 1999 to $102.5 million from $83.8 million in the
same period of fiscal 1998. The increase is attributable primarily to the
incremental sales volume provided from the U.S. Can Acquisition and by moderate
improvement in general line sales; and to a lessor extent, start-up costs of new
equipment and plant rationalization costs. Cost of products sold for the six
months ended April 4, 1999 increased 19.5% to $191.8 million compared to $160.5
million for the six months ended March 29, 1998. Cost of products sold as a
percentage of net sales increased from 82.9% in the second quarter of fiscal
1998 to 84.3% in the second quarter of fiscal 1999. This increase results
primarily from incremental sales of the U.S. Can Acquisition which historically
had significantly higher associated cost of sales. 

Depreciation and amortization expense increased $1.2 million in the second
quarter of fiscal 1999 to $4.6 million from $3.4 million in the second quarter
of fiscal 1998. Depreciation and amortization expense for the six months ended
April 4, 1999 increased 33.9% to $9.2 million compared to $6.9 million for the
six months ended March 29, 1998. The increase is primarily due the U.S. Can
Acquisition and the Company's capital expenditure program.

Selling and administrative costs increased $0.3 million to $5.4 million in the
second quarter of fiscal 1999 from $5.1 million in the second quarter of fiscal
1998. Selling and administrative costs for the six months ended April 4, 1999
increased 4.2% to $10.3 million compared to $9.9 million for the six months
ended March 29, 1998. Selling and administrative costs as a percentage of net
sales decreased 0.6% to 4.5% in the second quarter of fiscal 1999 from 5.1% in
the second quarter of fiscal 1998. The decrease as a percent of net sales is due
primarily to the impact of the incremental sales volume from the U.S. Can
Acquisition.

Interest expense for the second quarter of fiscal 1999 and fiscal 1998 were
essentially the same at $3.5 million. Interest expense for the six months ended
April 4, 1999 increased 2.9% to $7.1 million compared to $6.9 million for the
six months ended March 29, 1998. Interest expense as a percentage of net sales
decreased 0.6% to 2.9% in the second quarter of fiscal 1999 from 3.5% in the
second quarter of fiscal 1998.

Income before income taxes and cumulative effect of change in accounting
decreased $1.1 million to $5.7 million in the second quarter of fiscal 1999,
from $6.8 million in the second quarter of fiscal 1998. This decrease is due
primarily to the gain on curtailment of post retirement medical benefits
recorded in the second quarter of fiscal 1998.

Diluted earnings per share, excluding the effect of an accounting change, were
$0.35 per share for the second quarter of fiscal 1999 compared to $0.40 per
share for the same period of 1998. The weighted average diluted shares
outstanding were 9.4 million and 10.0 million for the respective quarters.

On November 20, 1997 the FASB's Emerging Issues Task Force (EITF) issued a
consensus, which affects the accounting treatment of certain information systems
and process reengineering costs. The Company is involved in a business
information systems and process reengineering project that is subject to this
pronouncement. Based on the EITF ruling, a portion of the previously capitalized
costs associated with this project were expensed in the first fiscal quarter of
1998, as a change in accounting method. A one-time charge of $1.2 million after
tax or $0.12 per diluted share for the cumulative effect of this new accounting
interpretation for business information systems and process reengineering
activities was recorded in the first quarter of fiscal 1998. There was no
corresponding charge for the first or second quarter of fiscal 1999.

                                       12
<PAGE>
 
                        Liquidity and Capital Resources

The Company's cash requirements for operations, capital expenditures and
acquisitions during the six months ending April 4, 1999 were financed through
borrowings under the Company's Credit Agreement and internally generated cash
flows. At April 4, 1999, the Company had availability under the existing Credit
Agreement to borrow an additional $61.1 million, plus an additional $25 million
if certain conditions are met.

During the first six months of fiscal 1999, net cash provided by operating
activities was $19.2 million compared to $7.2 million used during the first six
months of fiscal 1998. Net cash was provided by net income, reductions of
accounts receivable, other assets and income taxes receivable, and increases in
accounts payable.

During the first six months of fiscal 1999, net cash used in investing
activities was $52.0 million compared to $17.1 million used in the first six
months of fiscal 1998. Capital expenditures during the first half of fiscal 1999
totaled $15.4 million of which $6.6 was spent during the second quarter of
fiscal 1999. The Company intends to invest approximately $30 million on capital
expenditures during fiscal 1999. During the second quarter of fiscal 1999, the
Company received $4.5 million from the sale of its Solon, Ohio plant which was
shut down late in fiscal 1998. During the first quarter of 1999, the Company
used $31.0 million for the U.S. Can Acquisition.

Net cash provided by financing activities during the first six months of fiscal
1999 was $33.6 million compared to $25.4 million provided during the first six
months of fiscal 1998. Cash provided by financing activities for the first six
months of fiscal 1999 included $42.3 million of borrowings under the Company's
Credit Agreement. Unpresented bank drafts decreased $7.7 million during the
first six months of 1999. The Company repurchased $0.6 million of its common
stock during the first six months of fiscal 1999 under the Company's common
stock repurchase program.

At April 4, 1999, the Company was restricted in its ability to pay dividends and
make other restricted payments in an amount greater than approximately $11.3
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.

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, repurchase of common
stock, and servicing debt.

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


                         Impact of the Year 2000 Issue

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

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

                                       13
<PAGE>
 
During 1998, the Company initiated the implementation of Enterprise Resource
Planning (ERP) software to replace the Company's core business applications,
which support sales and customer service, manufacturing, distribution, and
finance and accounting. The ERP software was selected to add functionality and
efficiency in the business processes of the Company in the normal course of
upgrading its systems to address its business needs. In addition, the Company
established a Year 2000 Steering Committee in May 1998 to analyze and assess the
remainder of its business not addressed by the ERP software. The Steering
Committee has executive officers of the Company as its members. The Steering
Committee is responsible for the formulation of the Company's Year 2000 project.

The scope of the Steering Committee's responsibilities covers all material
computer systems, computer and network hardware, production process controllers,
office equipment, access control, maintenance machinery, telephone systems,
products it sells, critical vendors and customers.

The Company has initiated formal communications with all of its significant
suppliers and large customers to determine the extent to which the Company is
vulnerable to those third parties failure to remediate their own Year 2000
issues. The Company can give no guarantee that the systems of other companies on
which the Company's systems rely will be converted on time or that a failure to
convert by another company or a conversion that is incompatible with the
Company's systems, would not have a material adverse effect on the Company.

The Company is currently utilizing, and will continue to utilize, internal and
external resources to implement, reprogram or replace, and test software and
related assets affected by the Year 2000 issue. The Company intends to complete
the majority of its efforts in this area by mid-year 1999, leaving adequate time
to assess and correct any significant issues that may materialize. As of April
4, 1999, the Company has incurred approximately $18.8 million for ERP system
upgrades and replacements related to the Year 2000 project. The total remaining
cost of the ERP system and the Year 2000 project is estimated at $5 - 8 million
and is being funded through operating cash flows. Of the total project cost,
approximately $18 - 23 million is attributable to the purchase and
implementation of the new hardware and software, which will be capitalized. The
remainder will be expensed as incurred over the next two years and is not
expected to have a material effect on the results of operations during any
quarterly or annual reporting period.

The Company's Year 2000 Steering Committee is developing contingency plans
intended to mitigate the possible disruptions that may result from the Year 2000
issue. The company's contingency plans may include the use of alternative
suppliers, stock piling of raw materials, increased inventory levels and other
appropriate measures. At present, the Company has made reasonable efforts to
ensure key suppliers and customers have instituted some measure of readiness and
has requested written response from each. In key operating areas, the Company
has requested meetings with suppliers to review Year 2000 plans and contingency
options. The contingency plans and the related cost estimates will be revised as
additional information becomes available. The Company intends to complete the
majority of its contingency planning by mid-year 1999.

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

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

                                       14
<PAGE>
 
Note: This document contains forward-looking statements as encouraged by the
Private Securities Litigation Reform Act of 1995. All statements contained in
this document, other than historical information, are forward-looking
statements. These statements represent management's current judgement on what
the future holds. A variety of factors could cause business conditions and the
Company's actual results to differ materially from those expected by the Company
or expressed in the Company's forward-looking statements. These factors include
without limitation, timing and cost of plant start-up and closure, the Company's
ability to successfully integrate acquired businesses and implement its 3R
strategic initiatives; labor unrest; changes in market price or market demand;
changes in raw material costs or availability; loss of business from customers;
unanticipated expenses; changes in financial markets; potential equipment
malfunctions; the Company's ability to identify and remedy Year 2000 issues; the
timing and costs of plant start-up and closures and the other factors discussed
in the Company's filings with the Securities and Exchange Commission.

                                       15
<PAGE>
 
Item 3.  Quantitative and Qualitative Disclosures About Market Risk

The Company's Credit Agreement permits the Company to borrow up to $125 million,
plus an additional $25 million provided certain conditions and restrictive
financial covenants are met. Borrowings under the Credit Agreement bear interest
at either the prime rate or LIBOR plus 1.125% at the option of the Company. At
April 4, 1999, the Company has borrowings under the Credit Agreement of $63.9
million that were subject to interest rate risk. Each 1.0% increase in interest
rates would impact pretax earnings by $0.2 million.

                                       16
<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

The Company held its annual shareholders meeting on February 19, 1999. See 
Exhibit 22.1 for a report of the voting on the matters considered at the 
meeting.

Item 5.   Other Information

Not applicable.

Item 6.   Exhibits and Reports on Form 8-K

See Index of Exhibits

                                       17
<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:    May 19, 1999                             By: /s/ John M. Casey
                                                      -----------------  
                                                  John M. Casey
                                                  Executive Vice President &
                                                  Chief Financial Officer























Form 10-Q: For the quarterly period ending April 4, 1999.

                                       18
<PAGE>
 
                               INDEX TO EXHIBITS

 
Exhibit
   No.                       Description of Document                        
-------              -----------------------------------------------------
  22.1               Certificate and Report of Inspector of Elections for 
                     the Annual Meeting for the Stockholders of BWAY 
                     Corporation dated February 19, 1999.








___________

                                       19