<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 September 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)

<TABLE>

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

</TABLE>

                               2515 McKinney Ave.
                                    Suite 850
                               Dallas, Texas 75201
                    (Address of principal executive offices)
                         Telephone number (214) 528-9922

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 November 11, 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 September 30, 1998 (unaudited)
and December 31, 1997.

Condensed and Consolidated Statements of Income for the three months ended
September 30, 1998 and 1997 (unaudited).

Condensed and Consolidated Statements of Income for the period from January 1,
1998 through acquisition date, the period from acquisition date to September 30,
1998, and the nine months ended September 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 September
30, 1998, and the nine months ended September 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 September 30, 1998 (unaudited) and December 31,
1997.

Condensed Statements of Income for the three months ended September 30, 1998 and
1997 (unaudited).

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

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

Notes to Condensed Financial Statements.

                                       2

<PAGE>

<PAGE>




                    PLASTIC CONTAINERS, INC. AND SUBSIDIARIES
                    Condensed and Consolidated Balance Sheets
                    (in thousands, except for share amounts)

<TABLE>
<CAPTION>

                                                        Predecessor
                                                        -----------
                                          September 30, December 31,
                                             1998          1997
                                             ----         ----
                                          (Unaudited)
              Assets
              ------
<S>                                       <C>          <C>
Current assets:

   Cash and cash equivalents               $  3,713        2,479
   Investment securities                     10,620       20,385
   Accounts receivable, net                  21,867       20,258
   Inventories                               15,791       19,955
   Other current assets                       4,069        2,850 
                                           --------      ------- 
          Total current assets               56,060       65,927

Property, plant and equipment, net           98,101      100,091
Goodwill and other intangible assets        123,772       25,591
Other assets                                 26,159       13,303 
                                           --------      -------
                                           $304,092      204,912 
                                           ========      ======= 

 Liabilities & Stockholders' Equity
 ----------------------------------

Current liabilities:

   Accounts payable - trade                 $13,145       18,285
   Current portion of long-term obligations     996          996
   Other current liabilities                 27,558       16,741 
                                           --------      ------- 
          Total current liabilities          41,699       36,022

Long-term obligations                       140,394      128,007
Other liabilities                            22,312       20,764

Stockholders' equity:    
   Common stock, $1 par value.
    Authorized 1,000 shares; 100 shares
    issued and outstanding                     --           --
   Additional paid-in capital               136,578       79,833
   Retained earnings (deficit)                2,401      (27,529)
                                           --------      ------- 
                                            138,979       52,304
   Less note receivable from stockholder     39,292       32,185
                                           --------      -------
          Total stockholders' equity         99,687       20,119
                                           --------      -------
                                           $304,092      204,912 
                                           ========      ======= 

</TABLE>

                                      3


<PAGE>

<PAGE>




                    PLASTIC CONTAINERS, INC. AND SUBSIDIARIES
                 Condensed and Consolidated Statements of Income
                                  (Unaudited)
                                 (in thousands)
<TABLE>
<CAPTION>

                                                        Predecessor
                                                        -----------
                                               Three       Three
                                               Months      Months
                                               Ended       Ended
                                              Sept. 30,   Sept. 30,
                                                1998        1997
                                               ------      -----
<S>                                           <C>          <C>   
Net sales                                     $63,466      74,180

Cost of goods sold                             51,654      62,415
                                               ------      ------
        Gross profit                           11,812      11,765

Selling, general and administrative expense     6,494       6,924
                                               ------      ------

        Operating income                        5,318       4,841

Other income (expense):
    Interest income                               242         386
    Interest expense                           (2,907)     (3,376)
    Loss on disposal of assets                    --          (23)
                                               ------      ------
      Total other expense                      (2,665)     (3,013)
                                               ------      ------

        Income before income taxes              2,653       1,828

Income tax expense                                972           9
                                               ------      ------
        Net income                            $ 1,681       1,819
                                               ======      ======

                                       4


<PAGE>

<PAGE>



                    PLASTIC CONTAINERS, INC. AND SUBSIDIARIES
                 Condensed and Consolidated Statements of Income
                                  (Unaudited)
                                 (in thousands)

</TABLE>
<TABLE>
<CAPTION>

                                                              Predecessor 
                                                       ------------------------
                                                         Period from 
                                           Period from    January 1,     Nine
                                           Acquisition       1998       Months
                                             Date to       Through      Ended
                                            Sept. 30,     Acquisition  Sept. 30,
                                               1998          Date         1997
                                              ------        ------       -----
<S>                                           <C>           <C>         <C>    
Net sales                                     $86,881       108,924     210,941

Cost of goods sold                             70,788        92,159     177,016
                                               ------       -------     -------
      Gross profit                             16,093        16,765      33,925

Selling, general and administrative expense     8,863        11,617      20,162
                                               ------       -------      ------

      Operating income                          7,230         5,148      13,763

Other income (expense):
   Interest income                                338           604       1,033
   Interest expense                            (3,696)       (5,643)    (10,116)
   Loss on disposal of assets                      --           (22)        (79)
                                               ------        ------      ------
     Total other expense                       (3,358)       (5,061)     (9,162)
                                               ------        ------      ------

      Income before income taxes                3,872            87       4,601

Income tax benefit (expense)                   (1,471)        1,590         (33)
                                               ------        ------      ------
   Net income                                 $ 2,401         1,677       4,568
                                               ======        ======      ======

</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,   Nine
                                            Acquisition         1998     Months
                                              Date to         Through     Ended
                                              Sept. 30,     Acquisition  Sept. 30,
                                               1998            Date        1997
                                               ----           ------       ----
<S>                                          <C>              <C>          <C>  
Cash flows from operating activities:  
 Net income                                  $ 2,401          1,677        4,568
 Adjustments:
   Depreciation and amortization               5,011          5,589       10,301
   Loss on disposal of assets                   --               22           79
   Changes in assets and liabilities          (4,286)         6,739        8,989
                                              ------         ------       ------
     Net cash provided by
          operating activities                 3,126         14,027       23,937 
                                              ------         ------      -------

Cash flows from investing activities:
 Change in investment securities, net         11,546         (1,781)     (26,569)
 Loan to stockholder                            --           (5,300)        --
 Proceeds from disposal of assets               --                3          580
 Purchases of property, plant and equipment   (9,112)        (6,787)      (7,112)
                                              ------         ------       ------

     Net cash provided by (used in)
          investing activities                 2,434        (13,865)     (33,101)
                                              ------         ------       ------
Cash flows from financing activities -
 Repayments of long-term obligations          (4,144)          (344)        (619)
                                              ------         ------       ------ 

Net increase (decrease) in cash and 
  cash equivalents                             1,416           (182)      (9,783)

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

Cash and cash equivalents - ending           $ 3,713          2,297        2,395
                                             =======         ======       ======

</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 wholly-owned 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 September 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 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 September 30, 1998 and December 31, 1997
    consist of the following:
<TABLE>
<CAPTION>

                                    Sept. 30, Dec. 31,
                                      1998     1997
                                     -----    -----
<S>                                <C>        <C>  
        Raw materials              $ 6,069    9,566
        Finished goods               7,877   12,223
                                   -------   ------
                                    13,946   21,789

        LIFO reserve                  --     (3,578)
                                   -------   ------
                                    13,946   18,211
        Caribbean                      484      554
        Repair parts and supplies    1,361    1,190
                                   -------   ------
                                   $15,791   19,955
                                   =======   ======
</TABLE>

(3) Leases

    PCI leases certain facilities and equipment used in connection with its
    operations. Rental expense under these operating leases was $3,583 and
    $10,625 for the three months and nine months ended September 30, 1998,
    respectively, and $3,412 and $10,320 for the three months and nine months
    ended September 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
                    (in thousands, except for share amounts)
<TABLE>
<CAPTION>
                                                                  Predecessor
                                                                  -----------
                                                   September 30,   December 31,
                                                      1998            1997
                                                      ----            ----
                                                   (Unaudited)
              Assets
              ------
<S>                                             <C>                     <C>  
Current assets:
   Cash and cash equivalents                    $    2,934              1,164
   Investment securities                            10,455             20,214
   Accounts receivable, net                         21,022             20,080
   Inventories                                      15,307             19,401
   Other current assets                              4,069              2,850 
                                                  --------            -------
       Total current assets                         53,787             63,709

Property, plant and equipment, net                  94,297             95,894
Goodwill and other intangible assets               123,772             25,591
Other assets                                        26,155             13,303 
                                                  --------            -------
                                                  $298,011            198,497 
                                                  ========            =======
 Liabilities & Stockholder's Equity
 ----------------------------------

Current liabilities:
   Accounts payable - trade                      $  13,022             17,852
   Current portion of long-term obligations            996                996
   Other current liabilities                        27,273             16,484
                                                  --------            ------- 
       Total current liabilities                    41,291             35,332

Long-term obligations                              140,394            128,007
Other liabilities                                   22,294             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                      130,897             74,175
   Retained earnings (deficit)                       2,417            (27,583)
                                                  --------            -------
                                                   133,324             46,602
   Less note receivable from stockholder of parent  39,292             32,185
                                                  --------            -------
       Total stockholder's equity                   94,032             14,417
                                                  --------            -------
                                                  $298,011            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
                                                                  -----------
                                                       Three        Three
                                                       Months       Months
                                                       Ended        Ended
                                                      Sept. 30,    Sept. 30,
                                                        1998         1997
                                                        ----         ----
<S>                                                   <C>          <C>   
Net sales                                             $62,135      72,255

Cost of goods sold                                     50,326      60,584
                                                       ------      ------
       Gross profit                                    11,809      11,671

Selling, general and administrative expense             6,486       6,915
                                                       ------      ------

       Operating income                                 5,323       4,756

Other income (expense):
  Interest income                                         234         381
  Interest expense                                     (2,907)     (3,376)
  Loss on disposal of assets                             --          (332)
                                                       ------      ------
     Total other expense                               (2,673)     (3,327)
                                                       ------      ------
       Income before income taxes                       2,650       1,429

Income tax expense                                        946         -- 
                                                       ------      ------

       Net income                                     $ 1,704       1,429
                                                       ======      ======

</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,      Nine
                                               Acquisition          1998         Months
                                                 Date to           Through        Ended
                                                Sept. 30,       Acquisition    Sept. 30,
                                                    1998            Date          1997
                                                    ----           ----          ----

<S>                                              <C>             <C>              <C>    
Net sales                                        $85,070         105,832          206,353

Cost of goods sold                                68,988          89,273          172,540
                                                  ------          ------          -------
       Gross profit                               16,082          16,559           33,813

Selling, general and administrative expense        8,853          11,590           20,134
                                                 -------          ------          -------
       Operating income                            7,229           4,969           13,679

Other income (expense):                 
  Interest income                                    327             588              988
  Interest expense                                (3,696)         (5,643)         (10,115)
  Loss on disposal of assets                         --              (22)            (388)
                                                 -------          ------          -------
     Total other expense                          (3,369)         (5,077)          (9,515)
                                                 -------          ------          -------

             Income (loss) before income taxes     3,860            (108)           4,164

Income tax benefit (expense)                      (1,443)          1,600             --  
                                                 -------         -------          -------
             Net income                          $ 2,417           1,492            4,164
                                                 =======         =======          =======
</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,        Nine
                                                              Acquisition         1998           Months  
                                                                Date to         Through          Ended
                                                               Sept. 30,       Acquisition      Sept. 30,
                                                                 1998             Date            1997
                                                                 ----             ----            ----
<S>                                                            <C>                <C>            <C>  
Cash flows from operating activities:

    Net income                                                 $  2,417           1,492          4,164
    Adjustments:
       Depreciation and amortization                              4,937           5,400          9,987
       Loss on disposal of assets                                  --                22            388
       Changes in assets and liabilities                         (4,640)          7,927          9,581
                                                                  -----         -------        -------
           Net cash provided by (used in)
                  operating activities                            2,714          14,841         24,120 
                                                                  -----          ------        -------

Cash flows from investing activities:
    Change in investment securities, net                         11,542          (1,783)       (26,605)
    Loan to stockholder of parent                                  --            (5,300)           --
    Proceeds from disposal of assets                               --                 3            844
    Purchases of property, plant and equipment                   (9,066)         (6,693)        (6,256)
                                                                  -----          ------        -------
           Net cash provided by (used in)
                  investing activities                            2,476         (13,773)       (32,017)
                                                                  -----          ------        -------

Cash flows from financing activities -
    Repayments of long-term obligations                          (4,144)           (344)          (619)
                                                                 ------        --------        -------

Net increase (decrease) in cash and cash equivalents              1,046             724         (8,516)

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

Cash and cash equivalents - ending                              $ 2,934           1,888          2,006
                                                                 ======         =======        =======
</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 wholly-owned 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
    September 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 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 September 30, 1998 and December 31, 1997
consist of the following:

<TABLE>
<CAPTION>

                                                          Sept. 30,       Dec. 31,
                                                            1998           1997
                                                            ----           ----

             <S>                                        <C>                <C>  
              Raw materials                              $  6,069           9,566
              Finished goods                                7,877          12,223
                                                          -------          ------
                                                           13,946          21,789
              LIFO reserve                                   --            (3,578)
                                                          ------          -------
                                                           13,946          18,211
              Repair parts and supplies                     1,361           1,190
                                                          -------         -------
                                                         $ 15,307          19,401
                                                          =======         =======

(3) Leases

    CPC leases certain facilities and equipment used in connection with its
    operations. Rental expense under these operating leases was $3,583 and
    $10,624 for the three months and nine months ended September 30, 1998,
    respectively, and $3,412 and $10,320 for the three months and nine months
    ended September 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.

                                       15

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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 third quarter and first nine months of 1998
    were $63,466 and $195,805, respectively, compared to $74,180 and $210,941
    for the corresponding periods of 1997. The decrease in sales was due in part
    to decreases 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 $4,400 and $7,600 for the third quarter and first nine months
    of 1998, respectively. The remaining sales decrease is the result of changes
    in product mix and lower overall unit volumes. Total unit volume for the
    third quarter and first nine months of 1998 decreased 6.4% and 1.9%,
    respectively, compared to the corresponding periods in 1997. In addition,
    the product mix in 1998 is comprised of a larger percentage of
    lighter-weight, lower-priced containers compared to the prior year as a
    result of container light-weighting programs with several customers.
    Although the light-weighting programs result in a reduction in selling
    prices, there is minimal impact on margins.

        Gross Profit. Gross profit for the third quarter and first nine months
    of 1998 was $11,812 and $32,858, respectively, an increase of $47 (0.4%) and
    a decrease of $1,067 (3.1%), respectively, over the corresponding periods of
    1997. The increase in gross profit in the third quarter, in spite of lower
    unit volume sales, was accomplished primarily through cost reduction
    measures implemented at all manufacturing facilities and improved production
    efficiencies. Additionally, 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. Contributing to the decrease in gross profit for the first nine
    months of 1998 were additional manufacturing overhead costs incurred in
    the first six months related to specific customer projects. Gross profit
    percentage for the third quarter and first nine months of 1998 was 18.6%
    and 16.8%, respectively, compared to 15.9% and 16.1% for the corresponding
    periods of 1997.
    
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        SG&A. Selling, general and administrative (SG&A) expense for the third
    quarter and first nine months of 1998 decreased $430 (6.2%) and increased
    $318 (1.6%), respectively, compared to the corresponding periods of 1997.
    The decrease in SG&A expense in the third quarter of 1998 is the result of
    cost savings from closing the corporate headquarters office in Norwalk and
    a continuing focus on spending reductions, offset by an increase in
    amortization of approximately $600 from additional goodwill related to the
    Continental Can acquisition. In connection with the acquisition, the
    Norwalk office was consolidated with the Suiza Packaging Group corporate
    office in Dallas during the third quarter of 1998. The increase in SG&A
    expense for the first nine months of 1998 is due primarily to an increase in
    amortization expense of approximately $800 offset by spending reductions
    referred to above. SG&A expense as a percentage of net sales for the third
    quarter and first nine months of 1998 was 10.2% and 10.5%, respectively,
    compared to 9.3% and 9.6% for the corresponding periods of 1997. Excluding
    the impact on sales of lower resin prices and the effect of the additional
    amortization, the SG&A percentage for the third quarter and first nine
    months of 1998 would have been 8.7% and 9.7%, respectively.

        Other Expense. Other expense for the third quarter and first nine months
    of 1998 was $2,665 and $8,419, respectively, compared to $3,013 and $9,162,
    respectively, for the corresponding periods of 1997. This decrease results
    from a decrease in interest expense resulting from a revaluation of
    long-term obligations in connection with the Continental Can acquisition.

        Income Taxes. Income taxes for the third quarter and first nine months
    of 1998 were expense of $972 and a benefit of $119, respectively, compared
    to expense of $9 and $33, respectively for the corresponding periods 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 average effective tax rate of approximately 38% applied to pre-tax
    earnings.

        Net Income. Net income for third quarter of 1998 was $1,681, compared to
    $1,819 for the third quarter of 1997. This reflects an improvement in
    operating income and interest expense which is offset by higher income
    taxes. Net income for the period from January 1, 1998 through acquisition
    date and for the period from acquisition date to September 30, 1998 was
    $1,677 and $2,401, respectively, compared to $4,568 for the nine months
    ended September 30, 1997.

    Capital Requirements

        PCI acquired $15,899 in capital assets in the first nine months of 1998,
    compared to $7,112 in the first nine 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 nine 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 up to $50,000 and cash flows from operations.
    At September 30, 1998, the Company had no borrowings outstanding under the
    revolving credit facility and had invested cash and cash equivalents of
    approximately $14,300.

        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. The amount of availability under the revolving credit
    facility is subject to borrowing base limitations based on inventory and
    receivables. At September 30, 1998, the Company had undrawn availability
    of approximately $27,400.

        Working capital was $14,361 at September 30, 1998, compared to $29,905
    at December 31, 1997. The decrease is due to increased capital spending
    levels, repayment of long-term obligations in

                                       17

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    the third quarter, a loan of $5,300 made to Continental Can in the second
    quarter, and the impact of purchase accounting adjustments. Cash flows from
    operating activities were $17,153 for the first nine months of 1998,
    compared to $23,937 for the first nine months of 1997. The decrease is due
    primarily to a difference in cash collected on receivables.

        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 Compliance

           The inability of computers, software and other equipment utilizing
     microprocessors to recognize and properly process data fields containing a
     two-digit year is commonly referred to as the Year 2000 problem. The Year
     2000 problem is rooted in the way dates are recorded and computed in most
     applications, operating systems, hardware and embedded chips. If not
     corrected, this problem may cause systems to fail or produce erroneous
     results on or before the year 2000.

           As is the case with most other companies using computers in their
     operations, the Company is in the process of addressing the Year 2000
     problem. Suiza is currently engaged in a comprehensive project to address
     its Year 2000 issues in the following areas for all of its subsidiaries
     (including the Company): enterprise systems and applications; plant floor
     systems; personal computers and applications; networks and communications;
     supply chain; EDI and miscellaneous equipment. These areas encompass both
     information technology systems (such as enterprise systems, networks and
     communications, and EDI) and non-IT systems (such as plant floor systems).
     Each functional area plan details specific tasks needed to identify and
     inventory Year 2000 issues, taking them through assessment, renovation and
     conversion, validation and conversion, and implementation. Suiza has
     appointed a project manager to lead the Year 2000 compliance project for
     all of its subsidiaries and has adopted a structured approach, which
     includes communicating with and following corporate standards. In addition,
     Suiza has engaged an outside firm to consult with it on Year 2000 issues.

           Suiza is currently engaged in the assessment phase relative to the
     Company, which management expects to be completed in early 1999. The
     renovation and conversion processes are expected to be complete by
     mid-1999. Suiza is using both internal and external resources to reprogram,
     or replace where necessary, and to test modification. For those
     applications that are provided by a third party software vendor, available
     upgrades are being implemented. The Company has received assurances from
     these vendors that these systems are already Year 2000 compliant or that
     timely updates will be made available for purchased software. Projects are
     in various stages of completion.

           Over the past several years the Company has had an ongoing
     information systems development plan with scheduled replacements of systems
     throughout the organization. Year 2000 compliance is a part of this
     development plan. Information systems expenditures have been made in the
     normal course of business and to date the Company has not made any
     expenditures solely related to Year 2000 compliance. Future expenditures
     related to Year 2000 compliance for software and hardware are not expected
     to be significant. As part of Suiza's company-wide assessment the Company
     will be doing further testing and cannot predict at this point what costs
     Suiza may allocate to the Company.

           A critical step in the Company's strategic plan is the coordination
     of Year 2000 readiness with third parties. The Company is communicating
     with its significant suppliers and customers to determine the extent to
     which the Company and its interface systems are vulnerable if the customer,
     supplier or a third party fails to resolve their Year 2000 issues. The
     Company will continue to work with all of its major trading partners to
     understand the associated risks and plan for contingencies. There can be no
     guarantee that the systems of other companies on which the Company's
     systems and operations rely will be timely converted or that the failure of
     these systems would not have an adverse effect on the Company's systems.

           Management believes that necessary modifications and replacements of
     the Company's critical IT and non-IT systems will be completed timely. If
     for any reason, critical service providers, suppliers or customers are
     unable to resolve their Year 2000 issues in a timely manner, such matters
     could have a material adverse impact on the Company's results of
     operations. Specifically, the lack of Year 2000 readiness by raw material
     suppliers could impact the availability and expected cost of raw materials
     and, therefore, production. The Company's current assessment of risks based
     on the most reasonable worst case scenario, however, is that there will be
     no material adverse impact on the Company's operations or financial
     performance, because management believes that if any disruption to
     operations does occur, it will be isolated and or short-term in duration.
     Development of contingency plans is underway. Such plans will address
     actions necessary to mitigate the impact of third party disruptions.

                                      18
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     Cautionary Statement

           Certain statements and information in this Quarterly Report
     constitute "forward-looking statements" within the meaning of the Private
     Securities Litigation Reform Act of 1995. Forward-looking statements may be
     indicated by phrases such as "believes," "anticipates," "expects,"
     "intends," "foresees," "projects," "forecasts" or words of similar meaning
     or import. Such statements are subject to certain risks, uncertainties, or
     assumptions. Should one or more of these risks or uncertainties
     materialize, or should underlying assumptions prove incorrect, actual
     results may vary materially from those set forth in applicable
     forward-looking statements. Among the key factors that may have a direct
     bearing on the Company's results and financial condition are (i) risks
     associated with intense competition in the Company's industry, (ii) the
     impact of governmental regulations, and (iii) risks associated with
     volatility in the costs of raw goods. Any forward-looking statements made
     or incorporated by reference herein speak only as of the date of this
     Quarterly Report. The Company expressly disclaims any obligation or
     undertaking to release publicly any updates or revisions to any such
     statements, to reflect any change in its expectations with regard thereto
     or any change in events, conditions, or circumstances on which any such
     statement is based. Additional information concerning these and other risk
     factors is contained in the Company's Annual Report on Form 10-K for the
     fiscal year ended December 31, 1997, a copy of which may be obtained from
     the Company upon request.

                                       19

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                             PART II

                        OTHER INFORMATION

    ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

    (a) Exhibits

       (27)  Financial Data Schedule p. 21

    (b) Reports on Form 8-K

       No reports on Form 8-K were filed during the quarter ended September 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/  Barry Fromberg
                                      ---------------------

                                    Barry Fromberg
                                    Principal Financial and
                                    Accounting Officer on behalf
                                    of the registrant

    Dated this 11th day of November, 1998.

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