<PAGE>
<PAGE>


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

                                    FORM 10-Q

(Mark One)

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934 For the quarterly period ended June 30, 1998

                                       OR

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


                        Commission File Number: 33-45897

                            PLASTIC CONTAINERS, INC.
             (Exact name of registrant as specified in its charter)

                  Delaware                                  13-3632393
       (State or other jurisdiction of                   (I.R.S. Employer
       incorporation or organization)                   Identification No.)

                          301 Merritt 7 Corporate Park
                           Norwalk, Connecticut 06856
                    (Address of principal executive offices)
                         Telephone number (203) 750-5900

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 twelve months, and (2) has been subject to such filing
requirements for the past 90 days:

                                 Yes [X] No [ ]

As of August 12, 1998, there were 100 shares of the registrant's common stock
outstanding.




<PAGE>
<PAGE>



                                     PART I

                              FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS

PLASTIC CONTAINERS, INC.

Condensed and Consolidated Balance Sheets as of June 30, 1998 and December 31,
1997 (unaudited).

Condensed and Consolidated Statements of Income for the period from April 1,
1998 through acquisition date, the period from acquisition date to June 30,
1998, and the three months ended June 30, 1997 (unaudited).

Condensed and Consolidated Statements of Income for the period from January 1,
1998 through acquisition date, the period from acquisition date to June 30,
1998, and the six months ended June 30, 1997 (unaudited).

Condensed and Consolidated Statements of Cash Flows for the period from January
1, 1998 through acquisition date, the period from acquisition date to June 30,
1998, and the six months ended June 30, 1997 (unaudited).

Notes to Condensed and Consolidated Financial Statements.

CONTINENTAL PLASTIC CONTAINERS, INC. (A WHOLLY-OWNED SUBSIDIARY OF PLASTIC
CONTAINERS, INC.)

Condensed Balance Sheets as of June 30, 1998 and December 31, 1997 (unaudited).

Condensed Statements of Income for the period from April 1, 1998 through
acquisition date, the period from acquisition date to June 30, 1998, and the
three months ended June 30, 1997 (unaudited).

Condensed Statements of Income for the period from January 1, 1998 through
acquisition date, the period from acquisition date to June 30, 1998, and the six
months ended June 30, 1997 (unaudited).

Condensed Statements of Cash Flows for the period from January 1, 1998 through
acquisition date, the period from acquisition date to June 30, 1998, and the six
months ended June 30, 1997 (unaudited).

Notes to Condensed Financial Statements.

                                       2



<PAGE>
<PAGE>

                    PLASTIC CONTAINERS, INC. AND SUBSIDIARIES
                    CONDENSED AND CONSOLIDATED BALANCE SHEETS
                                   (UNAUDITED)
                    (IN THOUSANDS, EXCEPT FOR SHARE AMOUNTS)

<TABLE>
<CAPTION>
                                                                           Predecessor
                                                                           -----------
                                                             June 30,      December 31,
                                                               1998            1997
                                                               ----            ----
<S>                                                       <C>                  <C>  
                          Assets
Current assets:
    Cash and cash equivalents                                $    793          2,479
    Investment securities                                      17,009         20,385
    Accounts receivable, net                                   21,442         20,258
    Inventories                                                17,349         19,955
    Other current assets                                        4,176          2,850
                                                             --------       --------
                     Total current assets                      60,769         65,927

Property, plant and equipment, net                             93,163        100,091
Goodwill and other intangible assets                          124,697         25,591
Other assets                                                   27,135         13,303
                                                             --------        -------
                                                             $305,764        204,912
                                                             ========       ========

     Liabilities & Stockholders' Equity

Current liabilities:
    Accounts payable - trade                                 $ 16,179         18,285
    Current portion of long-term obligations                      996            996
       Other current liabilities                               23,796         16,741
                                                             --------       --------
                     Total current liabilities                 40,971         36,022

Long-term obligations                                         144,469        128,007
Other liabilities                                              22,319         20,764

Stockholders' equity:
    Common stock, $1 par value.  Authorized 1,000
      shares; 100 shares issued and outstanding                    --             --
    Additional paid-in capital                                135,881         79,833
    Retained earnings (deficit)                                   719        (27,529)
                                                             --------       --------
                                                              136,600         52,304
    Less note receivable from stockholder                      38,595         32,185
                                                             --------       --------
                     Total stockholders' equity                98,005         20,119
                                                             --------       --------
                                                             $305,764        204,912
                                                             ========       ========
</TABLE>

                                       3



<PAGE>
<PAGE>



                    PLASTIC CONTAINERS, INC. AND SUBSIDIARIES
                 CONDENSED AND CONSOLIDATED STATEMENTS OF INCOME
                                  (UNAUDITED)
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                     Predecessor
                                                               ------------------------
                                                               Period from
                                                  Period from     April 1,     Three
                                                  Acquisition      1998        Months
                                                   Date to       Through        Ended
                                                   June 30,     Acquisition   June 30,
                                                     1998          Date         1997
                                                     ----          ----         ----
<S>                                                <C>            <C>          <C>   
Net sales                                          $23,415        44,017       71,374

Cost of goods sold                                  19,134        37,369       59,675
                                                    ------        ------       ------
              Gross profit                           4,281         6,648       11,699

Selling, general and administrative expense          2,370         4,735        6,718
                                                    ------       -------      -------

              Operating income                       1,911         1,913        4,981

Other income (expense):

       Interest income                                  95           244          359
       Interest expense                               (788)       (2,256)      (3,350)
       Loss on disposal of assets                      --            (25)         (58)
                                                     ------       ------        ------
           Total other expense                        (693)       (2,037)      (3,049)
                                                    -------       ------        ------

              Income (loss) before income taxes      1,218          (124)       1,932

Income tax benefit (expense)                          (499)          596          (24)
                                                    -------       -------       ------
              Net income                            $  719            472       1,908
                                                    =======       =======       =====

</TABLE>

                                       4





<PAGE>
<PAGE>


                    PLASTIC CONTAINERS, INC. AND SUBSIDIARIES
                 CONDENSED AND CONSOLIDATED STATEMENTS OF INCOME
                                  (UNAUDITED)
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>

                                                                    Predecessor
                                                               -----------------------
                                                               Period from
                                                 Period from    January 1,      Six
                                                 Acquisition      1998         Months
                                                   Date to       Through       Ended
                                                   June 30,    Acquisition    June 30,
                                                     1998          Date         1997
                                                     ----          ----         ----
<S>                                              <C>             <C>          <C>    
Net sales                                         $ 23,415       108,924      136,761

Cost of goods sold                                  19,134        92,159      114,601
                                                  --------       -------      -------
               Gross profit                          4,281        16,765       22,160

Selling, general and administrative expense          2,370        11,617       13,238
                                                  --------       -------      -------

               Operating income                      1,911         5,148        8,922

Other income (expense):

       Interest income                                  95           604          646
       Interest expense                               (788)       (5,643)      (6,739)
       Loss on disposal of assets                     --             (22)         (56)
                                                  --------       -------      -------
          Total other expense                         (693)       (5,061)      (6,149)
                                                  --------       -------      -------

              Income before income taxes             1,218            87        2,773

Income tax benefit (expense)                          (499)        1,590          (24)
                                                  --------       -------      -------
       Net income                                 $    719         1,677        2,749
                                                  ========       =======      =======

</TABLE>

                                       5




<PAGE>
<PAGE>



                    PLASTIC CONTAINERS, INC. AND SUBSIDIARIES
               CONDENSED AND CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                      Predecessor
                                                                ----------------------
                                                                Period from
                                                  Period from    January 1,      Six
                                                  Acquisition       1998        Months
                                                    Date to        Through      Ended
                                                    June 30,     Acquisition   June 30,
                                                      1998          Date         1997
                                                      ----          ----         ----
<S>                                               <C>              <C>          <C>  
Cash flows from operating activities:                                                 
    Net income                                     $    719         1,677        2,749
    Adjustments:
        Depreciation and amortization                 1,198         5,589        6,928
        Loss on disposal of assets                    --               22           56
        Changes in assets and liabilities            (7,182)        6,739        5,058
                                                   --------       -------      ------- 

             Net cash provided by (used in)
               operating activities                  (5,265)       14,027       14,791
                                                   --------       -------      ------- 

Cash flows from investing activities:
    Change in investment securities, net             5,157        (1,781)      (16,224)
    Loan to stockholder                               --          (5,300)         --
    Proceeds from disposal of assets                  --               3           104
    Purchases of property, plant and equipment      (1,327)       (6,787)       (4,127)
                                                   --------       -------      ------- 
                                                                           
             Net cash provided by (used in)
               investing activities                  3,830       (13,865)      (20,247)
                                                   --------       -------      ------- 

Cash flows from financing activities -
    Repayments of long-term obligations                (69)         (344)         (413)
                                                   --------       -------      ------- 

Net decrease in cash and cash equivalents           (1,504)         (182)       (5,869)

Cash and cash equivalents - beginning                2,297         2,479        12,178
                                                   --------       -------      ------- 

Cash and cash equivalents - ending                 $   793         2,297         6,309
                                                   =======       =======       =======

</TABLE>

                                       6



<PAGE>
<PAGE>


                    PLASTIC CONTAINERS, INC. AND SUBSIDIARIES
            NOTES TO CONDENSED AND CONSOLIDATED FINANCIAL STATEMENTS
                                   (unaudited)
                           (all dollars in thousands)

(1)  Basis of Presentation

     The accompanying condensed and consolidated financial statements include
     Plastic Containers, Inc. and its wholly-owned subsidiaries, Continental
     Plastic Containers, Inc. ("CPC") and Continental Caribbean Containers, Inc.
     ("Caribbean"), on a consolidated basis. All significant intercompany
     transactions have been eliminated in the consolidated financial statements.
     The consolidated entities are referred to as Plastic Containers, Inc.
     ("PCI" or "the Company") in the notes to condensed and consolidated
     financial statements. PCI is a subsidiary of Continental Can Company, Inc.
     ("Continental Can").

     On May 29, 1998, Continental Can was acquired by Suiza Foods Corporation
     ("Suiza") in a purchase transaction. All of the common stock of Continental
     Can was converted into common stock of Suiza and Continental Can became a
     wholly owned subsidiary of Suiza. In addition, pursuant to the purchase
     agreement, Continental Can purchased the remaining 16% minority interest in
     PCI from another stockholder for cash. The value of the Suiza purchase
     price allocated to PCI was $83,458. Suiza accounted for its acquisition of
     Continental Can as a purchase and purchase accounting adjustments,
     including goodwill, have been pushed down and reflected in the consolidated
     financial statements of PCI subsequent to May 29, 1998. The consolidated
     financial statements of PCI for the periods ended before May 29, 1998, were
     prepared using PCI's historical basis of accounting and are designated as
     "predecessor". The comparability of the operating results for the
     predecessor and the periods encompassing push down accounting are affected
     by the purchase accounting adjustments including the amortization of
     goodwill over a period of forty years.

     The excess of the allocated purchase price over the preliminary estimates
     of fair value of the assets and liabilities of PCI at the acquisition date
     was $108,591 and is reflected as goodwill in the PCI consolidated balance
     sheet as of June 30, 1998. In addition, the acquisition of the remaining
     minority interest in PCI by Continental Can resulted in additional push
     down of goodwill of $13,828. The process of determining the fair value of
     assets and liabilities at the merger date is continuing, and the final
     result awaits resolution of income tax and other contingencies and
     finalization of certain preliminary estimates. The following table
     summarizes the preliminary changes made to the accounts of PCI as of May
     29, 1998 as a result of applying push down accounting:

<TABLE>
<CAPTION>

                                                                Adjustments
                                                                -----------
                 <S>                                          <C>       
                  Current assets                                $  2,143
                  Property, plant and equipment                   (8,014)
                  Goodwill and other intangible assets           100,219
                  Other assets                                    12,964
                                                                --------
                             Total assets                       $107,312
                                                                ========

                  Current liabilities                              6,796
                  Long-term obligations                           16,875
                  Other liabilities                                2,851
                  Stockholders' equity                            80,790
                                                                --------
                             Total liabilities and equity       $107,312
                                                                ========
</TABLE>

                                                                     (Continued)

                                       7



<PAGE>
<PAGE>

                    PLASTIC CONTAINERS, INC. AND SUBSIDIARIES
            NOTES TO CONDENSED AND CONSOLIDATED FINANCIAL STATEMENTS

(1), Continued

     Separate financial statements of CPC accompany these consolidated financial
     statements, since the issued and outstanding stock of CPC, which is pledged
     as security for the Company's 10% Senior Secured Notes due 2006 (the "10%
     Notes"), constitutes a substantial portion of the collateral for the 10%
     Notes. Separate financial statements for Caribbean are not included
     herewith because (i) the issued and outstanding stock of Caribbean, which
     is also pledged as security for the Company's 10% Notes, does not
     constitute a substantial portion of the collateral for the 10% Notes, and
     (ii) management has determined that separate financial statements of
     Caribbean are not material to investors. CPC and Caribbean constitute all
     of PCI's direct and indirect subsidiaries and have fully and
     unconditionally guaranteed the 10% Notes on a joint and several basis. PCI
     is a holding company with no assets, operations or cash flows separate from
     its investments in CPC and Caribbean.

     The condensed and consolidated financial statements are unaudited and
     reflect all adjustments which are, in the opinion of management, necessary
     for a fair presentation of the financial position and operating results for
     the interim periods. The condensed and consolidated financial statements
     should be read in conjunction with the consolidated financial statements
     and notes thereto contained in the Company's Form 10-K for the year ended
     December 31, 1997.

(2)  Inventories

     Major classes of inventories at June 30, 1998 and December 31, 1997 consist
     of the following:



<TABLE>
<CAPTION>

                                               June 30,    Dec. 31,
                                                 1998        1997
                                                 ----        ----
           <S>                                <C>          <C> 
           Raw materials                       $ 6,951       9,566
           Finished goods                        8,571      12,223
                                               -------      ------
                                                15,522      21,789

           LIFO reserve                          --         (3,578)
                                               -------      ------
                                                15,522      18,211
           Caribbean                               466         554
           Repair parts and supplies             1,361       1,190
                                               -------      ------
                                               $17,349      19,955
                                               =======      ======
        </TABLE>


(3)  Leases

     PCI leases certain facilities and equipment used in connection with its
     operations. Rental expense under these operating leases was $3,587 and
     $7,041 for the three months and six months ended June 30, 1998,
     respectively, and $3,400 and $6,908 for the three months and six months
     ended June 30, 1997, respectively.

                                                                     (Continued)

                                       8



<PAGE>
<PAGE>



                    PLASTIC CONTAINERS, INC. AND SUBSIDIARIES
            NOTES TO CONDENSED AND CONSOLIDATED FINANCIAL STATEMENTS

(4) Note Receivable from Stockholder

     On May 29, 1998, the Company loaned Continental Can $5,300. The loan has a
     ten year maturity and accrues interest, payable at maturity, at an annual
     rate of 6.9%, compounded semiannually. The note receivable and accrued
     interest thereon have been presented as a reduction of stockholders'
     equity. On December 17, 1996, the Company loaned Continental Can $30,000
     under similar terms.

                                       9




<PAGE>
<PAGE>



                      CONTINENTAL PLASTIC CONTAINERS, INC.
             (A WHOLLY-OWNED SUBSIDIARY OF PLASTIC CONTAINERS, INC.)
                            CONDENSED BALANCE SHEETS
                                   (UNAUDITED)
                    (IN THOUSANDS, EXCEPT FOR SHARE AMOUNTS)

<TABLE>
<CAPTION>
                                                                           Predecessor
                                                                           ------------
                                                             June 30,      December 31,
                                                               1998            1997
                                                               ----            ----
<S>                                                       <C>                  <C>  
                             Assets
Current assets:
    Cash and cash equivalents                                $    488          1,164
    Investment securities                                      16,842         20,214
    Accounts receivable, net                                   20,239         20,080
    Inventories                                                16,883         19,401
    Other current assets                                        4,176          2,850
                                                            ---------      ---------
                     Total current assets                      58,628         63,709

Property, plant and equipment, net                             89,091         95,894
Goodwill and other intangible assets                          124,697         25,591
Other assets                                                   27,124         13,303
                                                             --------       --------
                                                             $299,540        198,497
                                                             ========       ========

          Liabilities & Stockholder's Equity

Current liabilities:
    Accounts payable - trade                                $  16,121         17,852
    Current portion of long-term obligations                      996            996
    Other current liabilities                                  23,538         16,484
                                                             --------       --------
                     Total current liabilities                 40,655         35,332

Long-term obligations                                         144,469        128,007
Other liabilities                                              22,298         20,741

Stockholder's equity:
     Common stock, $1 par value.  Authorized 25,000
       shares; 10,000 shares issued and outstanding                10             10
     Additional paid-in capital                               129,984         74,175
     Retained earnings (deficit)                                  719        (27,583)
                                                             --------        -------
                                                              130,713         46,602
    Less note receivable from stockholder of parent            38,595         32,185
                                                             --------       --------
                     Total stockholder's equity                92,118         14,417
                                                             --------       --------
                                                             $299,540        198,497
                                                             ========       ========
</TABLE>

                                       10



<PAGE>
<PAGE>

                      CONTINENTAL PLASTIC CONTAINERS, INC.
             (A WHOLLY-OWNED SUBSIDIARY OF PLASTIC CONTAINERS, INC.)
                         CONDENSED STATEMENTS OF INCOME
                                  (UNAUDITED)
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                     Predecessor
                                                               -----------------------
                                                               Period from
                                                  Period from     April 1,      Three
                                                  Acquisition       1998        Months
                                                    Date to       Through       Ended
                                                    June 30,    Acquisition    June 30,
                                                     1998           Date         1997
                                                     ----           ----         ----
<S>                                                <C>            <C>          <C>   
Net sales                                          $22,935        42,780       69,822

Cost of goods sold                                  18,654        36,245       58,183
                                                    ------        ------       ------
             Gross profit                            4,281         6,535       11,639

Selling, general and administrative expense          2,367         4,731        6,709
                                                    ------       -------      -------

             Operating income                        1,914         1,804        4,930

Other income (expense):
     Interest income                                    92           239          342
     Interest expense                                 (788)       (2,256)      (3,350)
     Loss on disposal of assets                        --            (24)         (58)
                                                    ------       -------       ------
        Total other expense                           (696)       (2,041)      (3,066)
                                                    ------       -------       ------
             Income (loss) before income taxes       1,218          (237)       1,864

Income tax benefit (expense)                          (499)          600          --
                                                   -------       -------       -------

             Net income                            $   719           363        1,864
                                                   =======        =======      ======

</TABLE>

                                       11



<PAGE>
<PAGE>

                      CONTINENTAL PLASTIC CONTAINERS, INC.
             (A WHOLLY-OWNED SUBSIDIARY OF PLASTIC CONTAINERS, INC.)
                         CONDENSED STATEMENTS OF INCOME
                                  (UNAUDITED)
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                      Predecessor
                                                                ----------------------
                                                                Period from
                                                  Period from     January 1,     Six
                                                  Acquisition       1998        Months
                                                    Date to       Through       Ended
                                                    June 30,     Acquisition   June 30,
                                                     1998          Date         1997
                                                     ----          ----         ----
<S>                                                <C>           <C>          <C>    
Net sales                                          $22,935       105,832      134,098
Cost of goods sold                                  18,654        89,273      111,957
                                                   -------       -------      -------
               Gross profit                          4,281        16,559       22,141

Selling, general and administrative expense          2,367        11,590       13,218
                                                   -------       -------      -------

               Operating income                      1,914         4,969        8,923

Other income (expense):
     Interest income                                    92           588          607
     Interest expense                                 (788)       (5,643)      (6,739)
     Loss on disposal of assets                        --            (22)         (56)
                                                   -------       -------      -------
          Total other expense                         (696)       (5,077)      (6,188)
                                                   -------       -------      -------

               Income (loss) before income taxes     1,218          (108)       2,735

Income tax benefit (expense)                          (499)        1,600           --
                                                   -------       -------      -------
               Net income                          $   719         1,492        2,735
                                                   =======       =======      =======

</TABLE>

                                       12



<PAGE>
<PAGE>



                      CONTINENTAL PLASTIC CONTAINERS, INC.
             (A WHOLLY-OWNED SUBSIDIARY OF PLASTIC CONTAINERS, INC.)
                       CONDENSED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>


                                                                      Predecessor
                                                                ----------------------
                                                                Period from
                                                  Period from    January 1,      Six
                                                  Acquisition      1998        Months
                                                    Date to       Through       Ended
                                                    June 30,     Acquisition   June 30,
                                                     1998          Date         1997
                                                     ----          ----         ----
<S>                                                <C>              <C>          <C>  
Cash flows from operating activities:                                                  
   Net income                                      $   719         1,492        2,735
   Adjustments:

       Depreciation and amortization                 1,161         5,400        6,735
       Loss on disposal of assets                    --               22           56
       Changes in assets and liabilities            (7,058)        7,927        5,173
                                                   -------       -------      -------
             Net cash provided by (used in)
               operating activities                 (5,178)       14,841       14,699
                                                   -------       -------      -------

Cash flows from investing activities:
    Change in investment securities, net             5,155        (1,783)     (16,259)
    Loan to stockholder of parent                      --         (5,300)         --
    Proceeds from disposal of assets                   --              3          104
    Purchases of property, plant and equipment      (1,308)       (6,693)      (3,702)
                                                   -------       -------      -------
             Net cash provided by (used in)
               investing activities                  3,847       (13,773)     (19,857)
                                                   -------       -------      -------

Cash flows from financing activities -
    Repayments of long-term obligations                (69)         (344)        (413)
                                                   -------       -------      -------

Net increase (decrease) in cash and cash
  equivalents                                       (1,400)          724       (5,571)

Cash and cash equivalents - beginning                1,888         1,164       10,522
                                                   -------       -------      -------

Cash and cash equivalents - ending                 $   488         1,888        4,951
                                                   =======       =======      =======

</TABLE>

                                       13



<PAGE>
<PAGE>


                      CONTINENTAL PLASTIC CONTAINERS, INC.
             (A WHOLLY-OWNED SUBSIDIARY OF PLASTIC CONTAINERS, INC.)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                   (unaudited)
                           (all dollars in thousands)

(1)  Basis of Presentation

     Continental Plastic Containers, Inc. ("CPC") develops, manufactures and
     markets a wide range of custom extrusion blow-molded plastic containers for
     food and juice, household chemicals, automotive products and motor oil,
     industrial and agricultural chemicals, and hair care products.

     CPC is a wholly owned subsidiary of Plastic Containers, Inc. ("PCI"). PCI
     was organized in October 1991 for the purpose of acquiring CPC and
     Continental Caribbean Containers, Inc. ("Caribbean"). PCI is a holding
     company with no assets, operations and cash flows separate from its
     investment in CPC and Caribbean and is dependent upon funding provided by
     CPC to service its debt. PCI is a subsidiary of Continental Can Company,
     Inc. ("Continental Can").

     On May 29, 1998, Continental Can was acquired by Suiza Foods Corporation
     ("Suiza") in a purchase transaction and became a wholly owned subsidiary of
     Suiza. In addition, pursuant to the purchase agreement, Continental Can
     purchased the remaining 16% minority interest in PCI from another
     stockholder for cash. The value of the Suiza purchase price allocated to
     CPC was $77,571. Suiza accounted for its acquisition of Continental Can as
     a purchase and purchase accounting adjustments, including goodwill, have
     been pushed down and reflected in the financial statements of CPC
     subsequent to May 29, 1998. The financial statements of CPC for the periods
     ended before May 29, 1998, were prepared using CPC's historical basis of
     accounting and are designated as "predecessor". The comparability of the
     operating results for the predecessor and the periods encompassing push
     down accounting are affected by the purchase accounting adjustments
     including the amortization of goodwill over a period of forty years.

     The excess of the allocated purchase price over the preliminary estimates
     of fair value of the assets and liabilities of CPC at the acquisition date
     was $108,591 and is reflected as goodwill in the CPC balance sheet as of
     June 30, 1998. In addition, the acquisition of the remaining minority
     interest in PCI by Continental Can resulted in additional push down of
     goodwill to CPC of $13,828. The process of determining the fair value of
     assets and liabilities at the merger date is continuing, and the final
     result awaits resolution of income tax and other contingencies and
     finalization of certain preliminary estimates. The following table
     summarizes the preliminary changes made to the accounts of CPC as of May
     29, 1998 as a result of applying push down accounting:

<TABLE>
<CAPTION>
                                                                Adjustments
                                                                -----------
                 <S>                                       <C>       
                  Current assets                                $  2,143
                  Property, plant and equipment                   (8,014)
                  Goodwill and other intangible assets           100,219
                  Other assets                                    12,964
                                                                --------
                             Total assets                       $107,312
                                                                ========
                  Current liabilities                              6,796
                  Long-term obligations                           16,875
                  Other liabilities                                2,851
                  Stockholders' equity                            80,790
                                                                --------
                             Total liabilities and equity       $107,312
                                                                ========
</TABLE>


                                                                     (Continued)

                                       14



<PAGE>
<PAGE>


                      CONTINENTAL PLASTIC CONTAINERS, INC.
             (A WHOLLY-OWNED SUBSIDIARY OF PLASTIC CONTAINERS, INC.)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS

(1), Continued

     The condensed financial statements are unaudited and reflect all
     adjustments which are, in the opinion of management, necessary for a fair
     presentation of the financial position and operating results for the
     interim periods. The condensed financial statements should be read in
     conjunction with the financial statements and notes thereto contained in
     PCI's Form 10-K for the year ended December 31, 1997.

(2)  Inventories

     Major classes of inventories at June 30, 1998 and December 31, 1997 consist
     of the following:

<TABLE>
<CAPTION>
                                               Mar. 31,    Dec. 31,
                                                 1998        1997
                                                 ----        ----
         <S>                                 <C>           <C>  
           Raw materials                       $ 6,951       9,566
           Finished goods                        8,571      12,223
                                               -------      ------
                                                15,522      27,789

           LIFO reserve                          --         (3,578)
                                               -------     -------
                                                15,522      18,211
           Repair parts and supplies             1,361       1,190
                                               -------     -------
                                               $16,883      19,401
                                               =======      ======
</TABLE>


(3)  Leases

     CPC leases certain facilities and equipment used in connection with its
     operations. Rental expense under these operating leases was $3,587 and
     $7,041 for the three months and six months ended June 30, 1998,
     respectively, and $3,400 and $6,908 for the three months and six months
     ended June 30, 1997, respectively.

(4)  Note Receivable from Stockholder of Parent

     On May 29, 1998, the Company through PCI loaned Continental Can $5,300. The
     loan has a ten year maturity and accrues interest, payable at maturity, at
     an annual rate of 6.9%, compounded semiannually. The note receivable and
     accrued interest thereon have been presented as a reduction of
     stockholder's equity. On December 17, 1996, the Company loaned Continental
     Can $30,000 under similar terms.

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                    PLASTIC CONTAINERS, INC. AND SUBSIDIARIES

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

(All Dollars in Thousands).

CONTINENTAL CAN ACQUISITION

     On May 29, 1998, Continental Can Company, Inc. ("Continental Can"), parent
company of Plastic Containers, Inc. ("PCI"), was acquired by Suiza Foods
Corporation ("Suiza") in a purchase transaction. All of the common stock of
Continental Can was converted into common stock of Suiza and Continental Can
became a wholly owned subsidiary of Suiza. In addition, pursuant to the purchase
agreement, Continental Can purchased the remaining 16% minority interest in PCI
from another stockholder for cash.

     Suiza accounted for its acquisition of Continental Can as a purchase and
push down accounting has been applied, with the result that purchase accounting
adjustments have been reflected in the financial statements of PCI and its
subsidiaries for all periods subsequent to May 29, 1998. Financial statements
for periods prior to that date were prepared using PCI's historical basis of
accounting and are designated as "predecessor". For purposes of the discussion
of quarterly and year-to-date operating results provided herein, the financial
information of the predecessor for the 1998 periods prior to the acquisition
date have been combined with the post-acquisition financial information. The
business operations of PCI were not significantly changed as a result of the
acquisition, and post-acquisition and pre-acquisition operating results, except
as noted, are comparable.

RESULTS OF OPERATIONS

     Net Sales. Net sales for the second quarter and first six months of 1998
were $67,432 and $132,339, respectively, compared to $71,374 and $136,761 for
the corresponding periods of 1997. The decrease in sales was primarily the
result of a decrease in raw material costs that were passed on to customers in
the form of lower prices. Lower resin prices accounted for lower sales of
approximately $2,500 and $3,200 for the second quarter and first six months of
1998, respectively. The remaining sales decrease is the result of changes in
product mix and competitive pricing pressures. Total unit volume for the second
quarter and first six months of 1998 increased 1.9% and 0.6%, respectively,
compared to the corresponding periods in 1997; however, the product mix in 1998
is comprised of a larger percentage of lighter-weight, lower-priced containers
compared to the prior year.

     Gross Profit. Gross profit for the second quarter and first six months of
1998 was $10,929 and $21,046, respectively, a decrease of $770 (6.6%) and $1,114
(5.0%), respectively, over the corresponding periods of 1997. This decrease
resulted from additional manufacturing overhead costs incurred related to
specific customer projects and from margin losses related to pricing
adjustments. Gross profit percentage for the second quarter and first six months
of 1998 was 16.2% and 15.9%, respectively, compared to 16.4% and 16.2% for the
corresponding periods of 1997. As discussed above, the decrease in sales
attributed to resin prices are a direct pass through of raw material cost
decreases and do not result in a corresponding decrease in gross profit dollars.
Excluding the impact on sales of lower resin prices, gross profit percentage for
the second quarter and first six months of 1998 would have been 15.6% and 15.5%,
respectively.

     SG&A. Selling, general and administrative (SG&A) expense for the second
quarter and first six months of 1998 increased $387 (5.8%) and $749 (5.7%),
respectively, compared to the

                                       16



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<PAGE>

corresponding periods of 1997. The increase in SG&A expense results primarily
from an increase in engineering and development activity related to new product
introductions and from expense related to employee relocations. In addition,
SG&A expense for the second quarter of 1998 includes additional amortization
expense of approximately $190 resulting from additional goodwill related to the
Continental Can acquisition. SG&A expense as a percentage of net sales for the
second quarter and first six months of 1998 was 10.5% and 10.6%, respectively,
compared to 9.4% and 9.7% for the corresponding periods of 1997. Excluding the
impact on sales of lower resin prices, the SG&A percentage for the second
quarter and first six months of 1998 would have been 10.2% and 10.3%,
respectively.

     Other Expense. Other expense for the second quarter and first six months of
1998 was $2,730 and $5,754, respectively, compared to $3,049 and $6,149,
respectively, for the corresponding periods of 1997. This decrease results from
a decrease in interest expense of approximately $300 resulting from a
revaluation of long-term obligations in connection with the Continental Can
acquisition.

     Income Taxes. Income taxes for the second quarter and first six months of
1998 were a benefit of $97 and $1,091, respectively, compared to expense of $24
for the second quarter and first six months of 1997. Prior to the acquisition on
May 29, 1998, income tax expense had been offset by reductions in the valuation
reserve for deferred tax assets. In periods subsequent to May 29, 1998, income
tax expense will be recognized at an effective tax rate of 41% applied to
pre-tax earnings.

     Net Income. Net income for the period from April 1, 1998 through
acquisition date and for the period from acquisition date to June 30, 1998 was
$472 and $719, respectively compared to $1,908 for the second quarter of 1997.
Net income for the period from January 1, 1998 through acquisition date and for
the period from acquisition date to June 30, 1998 was $1,677 and $719,
respectively, compared to $2,749 for the six months ended June 30, 1997. The
decrease in net income in 1998 results from the net impact of the changes
discussed above.

CAPITAL REQUIREMENTS

     PCI acquired $8,114 in capital assets in the first six months of 1998,
compared to $4,127 in the first six months of 1997. Substantially all of the
assets acquired were packaging equipment for the manufacture of plastic
containers or related support equipment. Capital expenditure levels in 1998 were
higher due to the installation of new production lines that will service new
business. The capital requirements in the first six months of 1998 were met with
cash generated by operations and from existing funds.

LIQUIDITY

     The Company's primary sources of liquidity are provided through a revolving
credit facility of $50,000 and cash flows from operations. At June 30, 1998, the
Company had no borrowings outstanding under the revolving credit facility and
had invested cash and cash equivalents of approximately $17,800.

     The revolving credit facility has a term of seven years expiring October
31, 2002. Interest is based on the bank's prime rate or LIBOR, at the Company's
option. At June 30, 1998, the Company had undrawn availability under the
revolving credit facility of approximately $30,300.

     Working capital was $19,798 at June 30, 1998, compared to $29,905 at
December 31, 1997. The decrease is due primarily to a loan of $5,300 made to
Continental Can in the second quarter of 1998 and the impact of purchase
accounting adjustments. Cash flows from operating activities were

                                       17



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<PAGE>

$8,762 for the first six months of 1998, compared to $14,791 for the first six
months of 1997. The decrease is due primarily to a difference in cash collected
on receivables of approximately $4,700 and lower pre-tax income in 1998.

     Management believes that existing funds and the funds expected to be
generated from operations and provided by existing credit facilities will be
sufficient to meet working capital and capital investment needs for the
foreseeable future.

YEAR 2000

     PCI has a plan in place to address the impact of Year 2000 issues on its
computer systems and applications and is in the process of converting its
computer systems to be Year 2000 compliant. The plan provides for the conversion
efforts to be completed by the end of 1998. The Year 2000 issues are the result
of computer programs being written using two digits rather than four to define
the applicable year. Expenditures in 1998 related to the completion of the
conversion are not expected to be significant. PCI is also dependent upon
customers and suppliers to have their computer systems Year 2000 compliant.

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                                     PART II

                                OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

    (27)  Financial Data Schedule p. 20

(b) Reports on Form 8-K

     No reports on Form 8-K were filed during the quarter ended June 30, 1998.


                                    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 authorized.

                                              PLASTIC CONTAINERS, INC.

                                              By: /s/  Abdo Yazgi
                                                  ---------------------------
                                              Abdo Yazgi
                                              Principal Financial and
                                              Accounting Officer on behalf
                                              of the registrant

Dated this 12th day of August, 1998.

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